Amendment No. 3 to Receivables Purchase Agreement




 Exhibit 4.7(c) 
 AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT 
 AMENDMENT dated as of August 3, 2006 to the
RECEIVABLES PURCHASE AGREEMENT dated as of December 17, 2003 (as amended, the “Agreement”) among EQUISTAR RECEIVABLES II, LLC, a Delaware limited liability company (the “Seller”), EQUISTAR CHEMICALS, LP, a
Delaware limited partnership (the “Servicer”), the PURCHASERS from time to time party thereto, CITICORP USA, INC., as co-asset agent and administrative agent for the Purchasers (the “Agent”), CREDIT SUISSE FIRST
BOSTON, and JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as co-documentations agents, and BANK OF AMERICA, N.A., as co-asset agent. 
 The parties hereto agree as follows: 
 SECTION 1. Defined Terms. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement has the meaning assigned to such term in the Agreement. 
 SECTION 2.
Amendments. (a) The following defined term in Section 1.1 of the Agreement is amended to read in its entirety as follows: 
 “Receivables Pool” means at any time the aggregation of all then outstanding Receivables sold or otherwise transferred by the Originators to the Seller. 
 (b) The reference to “Receivables” in the definition of Credit and Collection Policy is changed to “Pool Receivables”. 
 SECTION 3. Limited Waiver and Consent. The Purchasers hereby: 
 (a) waive the provisions of Section 5.3(o) of the Agreement to the extent necessary to permit execution and delivery of Amendment No. 1 to the Receivables Sale Agreement in substantially in the form of
Exhibit A hereto, and authorize and direct the Agent to consent thereto; 
 (b) authorize and consent to the Agent’s consent to
instruments tendered to it for its consent by the parties to the Receivables Sale Agreement as contemplated by said Amendment No. 1 so long as the Agent shall have received evidence satisfactory to it in its sole discretion that the Receivables
to be thereby excluded from “Seller Receivables” (as defined in the Receivables Sale Agreement) would not be Eligible Receivables at such time under the Agreement; and 








 (c) authorize and consent to Agent’s execution and delivery of such further documents and
instruments as may be requested of it and it may deem reasonably necessary or appropriate to confirm such exclusion of Receivables from Seller Receivables. 
 SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 
 SECTION 5. 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 6. Effectiveness. This Amendment shall become effective on the first date on which the Agent shall have
received counterparts hereof signed by each of the Required Purchasers, the Seller and the Servicer (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of
telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). 
  

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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. 
  

					
	CITICORP USA, INC., as Agent
		
	By:	 	 /s/ David Jaffe

	Name:	 	 David Jaffe

	Title:	 	 Director Vice President



  

					
	 EQUISTAR RECEIVABLES II, LLC, as Seller

		
	By:	 	 /s/ Charles L. Hall

	Name:	 	 Charles L. Hall

	Title:	 	 Vice President and Controller



  

					
	 EQUISTAR CHEMICALS, LP, as Servicer

		
	By:	 	 /s/ Charles L. Hall

	Name:	 	 Charles L. Hall

	Title:	 	 Vice President, Controller and Chief Accounting Officer



  









					
	 ALLIED IRISH BANKS P.L.C.

		
	By:	 	 /s/ John F. Farrace

	 Name:
	 	 John F. Farrace

	Title:	 	 Co-Head Leverage Finance

		
	By:	 	 /s/ Derrick Lynch

	 Name:
	 	 Derrick Lynch

	Title:	 	 Vice President



  

					
	 Amsouth Bank

		
	By:	 	 /s/ Bruce Kasper

	Name:	 	 Bruce Kasper

	Title:	 	 Attorney in Fact



  

					
	 Bank of America, N.A.

		
	By:	 	 /s/ Stephen King

	Name:	 	 Stephen King

	Title:	 	 Vice President



  

					
	 Calyon New York Branch

		
	By:	 	 /s/ Page Dillehunt

	 Name:
	 	Page Dillehunt
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Willis

	 Name:
	 	Michael Willis
	Title:	 	Director


  

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	 Commerzbank AG, New York and Grand Cayman Branches.

		
	By:	 	 /s/ Andrew Campbell

	Name:	 	Andrew Campbell
	Title:	 	Senior Vice President
		
	By:	 	 /s/Andrew Kjoller

	Name:	 	Andrew Kjoller
	Title:	 	Vice President


  

					
	 GENERAL ELECTRIC CAPITAL CORPORATION

		
	By:	 	 /s/ Dwayne L. Coker

	Name:	 	Dwayne L. Coker
	Title:	 	Duly Authorized Signatory


  

					
	 GMAC COMMERCIAL FINANCE LLC

		
	By:	 	 /s/ Robert F. McIntyre

	Name:	 	Robert F. McIntyre
	Title:	 	Director


  

					
	 JPMorgan Chase Bank, N.A..

		
	By:	 	 /s/ Stacey Haimes

	Name:	 	Stacey L. Haimes
	Title:	 	Vice President


  

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	 LASALLE BUSINESS CREDIT, LLC

		
	By:	 	 /s/ Jason T. Sylvester

	Name:	 	Jason T. Sylvester
	Title:	 	Vice President


  

					
	 NATIONAL CITY BUSINESS CREDIT, INC. (formerly known as National City Commercial Finance, Inc.)

		
	By:	 	 /s/ Anthony Alexander

	Name:	 	Anthony Alexander
	Title:	 	Vice President


  

					
	 RZB Finance LLC

		
	By:	 	 /s/ John A. Valiska

	Name:	 	John A. Valiska
	Title:	 	First Vice President
		
	By:	 	 /s/ Christoph Hoedl

	Name:	 	Christoph Hoedl
	Title:	 	Group Vice President


  

					
	 UBS LOAN FINANCE LLC

		
	By:	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director


  

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	 UPS CAPITAL CORPORATION

		
	By:	 	 /s/ John P. Holloway

	Name:	 	John P. Holloway
	Title:	 	Director of Portfolio Management


  

					
	 WACHOVIA CAPITAL FINANCE

		
	By:	 	 /s/ M. Galovic Jr.

	Name:	 	M. Galovic, Jr.
	Title:	 	Vice President


  

					
	 WELLS FARGO FOOTHILL LLC

		
	By:	 	 /s/ Patrick McCormack

	Name:	 	Patrick McCormack
	Title:	 	Assistant Vice President


  

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