Section 1







Exhibit 4.2(b)



AMENDMENT NO. 2 TO CREDIT AGREEMENT



AMENDMENT dated as of November 2, 2005 to the Credit Agreement dated as of December 17, 2003 (the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Borrower"); its SUBSIDIARIES from time to time party thereto; the LENDERS from time to time party thereto; CREDIT SUISSE FIRST BOSTON, JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Documentations Agents; CITICORP USA, INC. and BANK OF AMERICA, N.A., as Co-Collateral Agents; and CITICORP USA, INC., 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.  Amended Definitions.  (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition therein in correct alphabetical order:



"Amendment No. 2 Effective Date"  means November 2, 2005.



(b) The following definitions in Section 1.01 of the Credit Agreement are amended to read in their entirety as follows:



"Co-Documentation Agent" shall mean each of Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, in its capacity as co-documentation agent in respect of the Loan Documents.



"LC Sublimit" shall mean $200,000,000.



"Termination Date"  means the fifth anniversary of the Amendment No. 2 Effective Date.



(c) The definition of "Commitment" in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the term "Effective Date" in the second sentence thereof and inserting the term "Amendment No. 2 Effective Date" in place thereof, and (ii) inserting the following sentence at the end thereof:



"The aggregate amount of the Lenders' Commitments on the Amendment No. 2 Effective Date is $400,000,000."



(d) The definition of "Total Commitment" in Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof:



"On the Amendment No. 2 Effective Date, the Total Commitment is $400,000,000."



(e) The definition of "Applicable L/C Margin" in Section 1.01 of the Credit Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:



	


Average Monthly Excess Availability
	


Applicable L/C Margin

	


Greater than or equal to $600,000,000
	


1.50%

	


Less than $600,000,000 and greater than or equal to $300,000,000
	


1.75%

	


Less than $300,000,000
	


2.00%















(f) The definition of "Applicable Margin" in Section 1.01 of the Credit Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:



	


Average Monthly Excess Availability
	


ABR Loans
	


Libor Loans

	


Greater than or equal to $600,000,000
	


0.50%
	


1.50%

	


Less than $600,000,000 and greater than or equal to $300,000,000
	


0.75%
	


1.75%

	


Less than $300,000,000
	


1.00%
	


2.00%











Section 3.  Change in Commitments.  With effect from and including the Amendment Effective Date (as defined below), (i) each Person listed on the signature pages hereof that is not a party to the Credit Agreement (a "New Lender") shall become a Lender party to the Credit Agreement, (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on the commitment schedule attached hereto as Exhibit A (the "New Commitment Schedule"), (iii) Schedule 2.01 to the Credit Agreement shall be deleted in its entirety and replaced with the New Commitment Schedule; (iv) any Lender under the Credit Agreement not listed on the New Commitment Schedule (a "Departing Lender") shall cease to be a Lender party to the Credit Agreement; provided, that the provisions of Sections 2.14, 2.16 and 10.05 of the Credit Agreement shall continue to inure to the benefit of each Departing Lender, and (v) all accrued fees and other amounts payable under the Credit Agreement for the account of each Departing Lender shall be due and payable on such date.



Upon the Amendment Effective Date, the participation of each Departing Lender in outstanding Letters of Credit shall terminate and the participation of each other Lender in such outstanding Letters of Credit shall be equal to such Lender's Revolving Percentage of the aggregate amount available to be drawn under such Letters of Credit as determined in accordance with the New Commitment Schedule.



Section 4.  Amendments to Article 2.  Section 2.07 of the Credit Agreement is hereby amended by deleting the percentage "0.75%" specified therein and inserting the percentage "0.375%" in place thereof.



Section 5.  Amendments to Article 5.  Clause (b)(iii) of Section 5.13 of the Credit Agreement is hereby amended to read in its entirety as follows:
"(iii)  permit the Administrative Agent and any representatives designated by it (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct collateral reviews and evaluations and appraisals of the assets included in the Borrowing Base and the Borrowers' computation of the Borrowing Base, all at such reasonable times and as often as reasonably requested and, except during the continuance of a Default, upon at least ten Business Days' (or, during the continuance of a Triggering Event of the type described in clause(iii), (iv) or (v) of the definition of "Triggering Event", five Business Days') prior notice; provided that unless a Default has occurred and is continuing, the Administrative Agent and its representatives shall conduct no more than four such collateral reviews and evaluations and no more than four such appraisals in any calendar year; provided further that unless Total Excess Availability is less than $200,000,000 during any period of five consecutive Business Days within any twelve-month period, the Administrative Agent and its representatives shall conduct no more than two such collateral reviews and evaluations and no more than two such appraisals during such twelve-month period.  Equistar shall pay (i) the documented fees and expenses of employees or other representatives of the Administrative Agent (with in-house field examination charges being limited to $1,000 per day per person (employee or representative) plus such person's reasonable out-of-pocket expenses, including travel expenses) incurred in connection with periodic collateral reviews and evaluations (or in connection with an appraisal pursuant to (ii) below) and (ii) any inventory appraisal firm retained by the Administrative Agent, in consultation with the Borrowers, to conduct any such appraisals.  The Administrative Agent and any representative designated by the Administrative Agent to conduct such collateral reviews, evaluations and appraisals shall, during any review, inspection or other activity performed at any of the Borrowers' plant sites, (X) be accompanied at all times by a plant safety representative (and the Borrowers hereby agree to cause such a plant safety representative to be available for such purpose at such reasonable hours as may be requested and upon reasonable prior notice) and (Y) comply at all times with the Borrowers' rules regarding safety and security to the extent that the Administrative Agent or representative has been notified of such rules.  The Administrative Agent shall furnish to each Lender a copy of the final written collateral review or appraisal report prepared in connection with such review or appraisal. The Administrative Agent shall furnish to the Borrowers a copy of the final appraisal report prepared in connection with any such appraisal, and shall provide the Borrowers with a summary of the Collateral analysis contained in any final written collateral review, in each case not less than two Business Days prior to delivery thereof to the Lenders."









Section 6.  Amendments to Article 6.  (a) Section 6.07 of the Credit Agreement is hereby amended by deleting the amount "$25,000,000" specified therein and inserting the amount "$75,000,000" in place thereof.



(b) Clause (d) of Section 6.11 of the Credit Agreement is hereby amended by deleting the amount "$50,000,000" specified therein and inserting the amount "$75,000,000" in place thereof.



(c) Section 6.14 of the Credit Agreement is hereby amended by deleting the amount "$250,000,000" specified therein and inserting the amount "$300,000,000" in place thereof.



Section 7.  Representations of Borrower.  The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 3 of the Credit Agreement will be true in all material respects on and as of the Amendment Effective Date 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 8.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.



Section 9.  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 10.  Effectiveness.  This Amendment shall become effective on the first date when, and simultaneously with the time upon which, the following conditions are met (the "Amendment Effective Date"):





	the Administrative Agent shall have received counterparts hereof signed by each of the Lenders, each of the New Lenders and the Borrowers' Agent (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);
	the Administrative Agent and each of the Arrangers shall have received payment of all amendment fees (including any fees for the account of the Lenders in amounts heretofore mutually agreed), arrangement 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 due and payable to any of the foregoing on or prior to the Amendment Effective Date in connection with the Loan Documents or this Amendment; and
	the Administrative Agent shall have received bring-down opinions dated the Amendment Effective Date relating to the opinions delivered on the Effective Date of the Credit Agreement covering such corporate and other matters as the Administrative Agent may reasonably request.













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.



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







	EQUISTAR CHEMICALS, LP




	


By:
	


/s/  Karen A. Twitchell

	Name:Karen A. Twitchell













	Title:Vice President and Treasurer



























 



	CITICORP USA, INC.




	


By:
	


/s/  David Jaffe

	Name:David Jaffe













	Title:Director/Vice President



























	Bank of America, N.A..




	


By:
	


/s/  Stephen King

	Name:Stephen King













	Title:Vice President



























	JPMORGAN CHASE BANK, N.A..




	


By:
	


/s/  Stacey L. Haimes

	Name:Stacey L. Haimes













	Title:Vice President



























	CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse First Boston, Acting Through its Cayman Islands Branch)




	


By:
	


/s/  Thomas R. Cantello

	Name:Thomas R. Cantello













	Title:Vice President






By:  __/s/  Gregory S. Richards________



        Name:  Gregory S. Richards



        Title:   Associate



























 



 



	WACHOVIA BANK, NATIONAL ASSOCIATION 



FORMERLY KNOWN AS CONGRESS FINANCIAL CORPORATION (SOUTHWEST)




	


By:
	


/s/  M.  Galovic Jr.

	Name:M. Galovic Jr.













	Title:Vice President



























 



	AMSOUTH BANK




	


By:
	


/s/  Bruce Kasper

	Name:Bruce Kasper













	Title:Attorney In Fact



























	LaSALLE BUSINESS CREDIT, LLC




	


By:
	


/s/  Jeffrey G. Saperstein

	Name:Jeffrey G. Saperstein













	Title:Vice President



























	Siemens Financial Services, Inc.




	


By:
	


/s/  Frank Amodio

	Name:Frank Amodio













	Title:Vice President -- Credit



























 



 



	UBS AG, STAMFORD BRANCH




	


By:
	


/s/  Richard L. Tavrow

	Name:Richard L. Tavrow













	Title:Director, Banking Products Services, US






By:    ___/s/__Irja R. Otsa____________



         Name:  Irja R. Otsa



         Title:   Associate Director, Banking Products Services, US



























	The Bank of New York




	


By:
	


/s/  John V. Yancey

	Name:John V. Yancey













	Title:Managing Director



























	State of California Public Employees' Retirement System ("Calpers")




	


By:
	


/s/  J. Michael Claybar, Jr.

	Name:J. Michael Claybar, Jr.













	Title:Investment Officer













	


Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc.




	


By:
	


/s/  James Betz

	Name:James Betz













	Title:Vice President



























 



	General Electric Capital Corporation




	


By:
	


/s/  Dwayne Coker

	Name:Dwayne Coker













	Title:Duly Authorized Signer



























 



 



	GMAC COMMERCIAL FINANCE LLC




	


By:
	


/s/  Robert F. McIntire

	Name:Robert F. McIntire













	Title:Director



























	National City Business Credit, Inc.




	


By:
	


/s/  Anthony Alexander

	Name:Anthony Alexander













	Title:Vice President



























	Wells Fargo Foothill, LLC




	


By:
	


/s/  Patrick McCormack

	Name:Patrick McCormack













	Title:Assistant Vice President



























	LLOYDS TSB COMMERCIAL FINANCE LIMITED




	


By:
	


/s/  Paul Herrington

	Name:Paul Herrington













	Title:International Director, ABL



























	UPS CAPITAL CORPORATION, as a Lender




	


By:
	


/s/  John P. Holloway

	Name:John P. Holloway













	Title:Director of Portfolio Management



























 



 



	CALYON NEW YORK BRANCH




	


By:
	


/s/  Page Dillehunt

	Name:Page Dillehunt













	Title:Director






By:    ___/s/  Bertrand Cord'homme_____



           Name:  Bertrand Cord'homme



           Title:   Director



























	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



























	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



























	ALLIED IRISH BANKS, p.l.c.




	


By:
	


/s/  Martin Chin

	Name:Martin Chin













	Title:Senior Vice President






By:     ___/s/  Brian Deegan__________



          Name:  Brian Deegan



          Title:  Assistant Vice President