AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.8(c)

AMENDMENT NO. 3 TO AMENDED AND

RESTATED CREDIT AGREEMENT

AMENDMENT dated as of February 27, 2004 to the Amended and Restated Credit Agreement dated as of June 27, 2002 (as heretofore amended, the “Credit Agreement”) among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the “Borrower”); the LENDERS from time to time party thereto; BANK OF AMERICA, N.A. and CITIBANK, N.A., as Co-Syndication Agents; SOCIETE GENERALE and UBS WARBURG LLC, as Co-Documentation Agents; and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”).

The parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2. Covenant Amendments. (a) Section 5.11 of the Credit Agreement is amended to read in its entirety as follows:

“Section 5.11. Adjusted Debt to Adjusted EBITDA. At any date during each period set forth below, the ratio of (i) Adjusted Debt at such date to (ii) Adjusted EBITDA for the period of four consecutive Fiscal Quarters most recently ended on or prior to such date will not exceed the ratio set forth below opposite such period:

Period		Ratio
December 31, 2002 - March 30, 2003		9.25
March 31, 2003 - September 29, 2003		9.90
September 30, 2003 - March 30, 2004		10.25
March 31, 2004 - June 29, 2004		10.50
June 30, 2004 – December 30, 2004		11.00
December 31, 2004 - March 30, 2005		9.85
On and after March 31, 2005		8.00”

(b) Section 5.12 of the Credit Agreement is amended to read in its entirety as follows:

“Section 5.12. Fixed Charge Coverage Ratio. At the end of each Fiscal Quarter ending during each period set forth below, the Fixed Charge Coverage Ratio will not be less than the ratio set forth below opposite such period:

Period		Ratio
October 1, 2002 - December 31, 2002		1.10
January 1, 2003 - December 31, 2003		1.00
January 1, 2004 - March 31, 2004		0.95
April 1, 2004 – September 30, 2004		0.90
October 1, 2004 - December 31, 2004		1.00
January 1, 2005 – March 31, 2005		1.15
At any time thereafter		1.50”

(c) Section 5.13(c) of the Credit Agreement is amended by replacing the numeral “$1,000,000,000” in clause (i) thereof with the numeral “$750,000,000”.

SECTION 3. Miscellaneous Amendments. Section 9.06(c) of the Credit Agreement is amended to read in its entirety as follows:

“(c) Any Lender may at any time assign to one or more banks, other institutions or other entities that regularly make, purchase or invest in bank loans (each an “Assignee”) all, or a proportionate part of all, of its Commitment of any Class or its Loans and Letter of Credit Liabilities of any Class and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto signed by such Assignee and such transferor Lender, with (and subject to) the subscribed consent of the Borrower (which shall not be unreasonably withheld or unreasonably delayed) and the Administrative Agent (and, in the case of a Revolving Commitment, the Issuing Banks and the Swing Loan Lender); provided that (i) after giving effect to any proposed assignment, (A) the Credit Exposure of the transferor Lender (or in the case of a transferor Lender that is a fund, the aggregate Credit Exposure of such Lender and its Related Funds) shall be equal to (x) $0 or at least $5,000,000 if the transferor is a Revolving Lender and (y) $0 or at least $1,000,000 if the transferor is a Term Lender and (B) the amount of the Credit Exposure of the transferor Lender subject to such assignment shall be at least equal to (x) $5,000,000 if the Assignee is a Revolving Lender or (y) $1,000,000, if the Assignee is a Term Lender, unless in either case the proposed Assignee is an affiliate of the transferor Lender, a Related Fund of any Lender or was a Lender immediately before such assignment, and (ii) if an Event of Default shall have occurred and be continuing, no such consent of the Borrower shall be required. When such instrument has been signed and delivered by the parties thereto and recorded as provided in Section 2.14, and such Assignee has paid to such transferor Lender the purchase price agreed between them, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans as set forth in such instrument of assumption,

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and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment (other than an assignment to which any Agent or any affiliate of any Agent is a party), the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500; provided that only one such fee shall be due in respect of a simultaneous assignment to more than one Related Fund. If the Assignee is not incorporated under the laws of the United States or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 8.04(d).”

SECTION 4. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true in all material respects on and as of the Amendment Effective Date (as defined below) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such date.

SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 7. Effectiveness. This Amendment shall become effective on the first date when the following conditions are met (the “Amendment Effective Date”):

(a) the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); and

(b) the Administrative Agent and the Arrangers shall have received payment of all amendment fees, other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other compensation payable to any of the foregoing on or prior to the Amendment Effective Date in connection with the Loan Documents.

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Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

LYONDELL CHEMICAL COMPANY
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Vice President and Treasurer
JPMORGAN CHASE BANK
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Vice President
Citibank, N.A.
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Managing Director & Vice President
Societe Generale
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Vice President
Bank of America, N.A.
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Principal

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Xxx Xxxx xx Xxxx Xxxxxx
By:		/s/ X. X. Xxxxxx
Name:		X. X. Xxxxxx
Title:		Assistant Agent
Crédit Industriel et Commercial
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		First Vice President
By:		/s/ Xxxxx X’Xxxxx
Name:		Xxxxx X’Xxxxx
Title:		Vice President
Centurion CDO II, Ltd.
By:		American Express Asset Management Group Inc., as Collateral Manager
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Director - Operations
Centurion CDO VI, Ltd.
By:		American Express Asset Management Group Inc., as Collateral Manager
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Director - Operations

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Centurion CDO V, Ltd.
By:		American Express Asset Management Group Inc., as Collateral Manager
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Director – Operations
KZH CYPRESSTREE-1 LLC
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Agent
KZH ING-2 LLC
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Agent
KZH STERLING LLC
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Agent
XXX XXXXXX CLO I, LIMITED
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Executive Director

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XXX XXXXXX CLO II, LIMITED
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Executive Director
XXX XXXXXX SENIOR INCOME TRUST
By:		Xxx Xxxxxx Investment Advisory Corp.
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Executive Director
XXX XXXXXX SENIOR LOAN FUND
By:		Xxx Xxxxxx Investment Advisory Corp.
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Executive Director
The Bank of New York
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Vice President
Bank One, N.A. (Main Office Chicago)
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Director

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ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By:		ING Investments, LLC as its investment manager
	By:			/s/ Xxxxxxx XxXxxxx, OFA
Name:		Xxxxxxx XxXxxxx, OFA
Title:		Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By:		ING Investments, LLC as its investment manager
	By:			/s/ Xxxxxxx XxXxxxx, OFA
Name:		Xxxxxxx XxXxxxx, OFA
Title:		Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By:		ING Investments, LLC as its investment manager
	By:			/s/ Xxxxxxx XxXxxxx, OFA
Name:		Xxxxxxx XxXxxxx, OFA
Title:		Vice President
ING PRIME RATE TRUST
By:		Aeltus Investment Management, Inc., as its investment manager
By:		/s/ Xxxxxxx X. XxXxxxx, OFA
Name:		Xxxxxxx X. XxXxxxx, OFA
Title :		Vice President
ING SENIOR INCOME FUND
By:		Aeltus Investment Management, Inc., as its investment manager
By:		/s/ Xxxxxxx X. XxXxxxx, OFA
Name:		Xxxxxxx X. XxXxxxx, OFA
Title :		Vice President

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UBS AG, Stamford Branch
By:		/s/ Xxxxxxx X. Saint
Name:		Xxxxxxx X. Saint
Title:		Associate Director Banking Products Services US
By:		/s/ Xxxxxxx Xxxxx-XxXxxxxxx
Name:		Xxxxxxx Xxxxx-XxXxxxxxx
Title:		Associate Director Banking Products Services US
SunAmerica Senior Floating Rate Fund, Inc.
By:		Xxxxxxxxx Capital Partners LLC
		as subadvisor
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Managing Partner
Windsor Loan Funding, Limited
By:		Xxxxxxxxx Capital Partners LLC
		as its Investment Manager
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Managing Partner
Clydesdale CLO 2001-1, Ltd.
By:		NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., AS COLLATERAL MANAGER
By:		/s/ Xxxxxxxxx XxxXxxx
Name:		Xxxxxxxxx XxxXxxx
Title:		Director

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