**Exhibit 4.7(c)**

**AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT**

AMENDMENT dated as of August 3, 2006 to theRECEIVABLES 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, aDelaware 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 FIRSTBOSTON, 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 definedherein, 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 ofExhibit A hereto, and authorize and direct the Agent to consent thereto; 

(b) authorize and consent to the Agent’s consent toinstruments 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 Receivablesto 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 andinstruments 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 sameinstrument. 

SECTION 6. *Effectiveness*. This Amendment shall become effective on the first date on which the Agent shall havereceived 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 oftelegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). 

 

2 

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

 
CITICORP USA, INC., as AgentBy: 
/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 DillehuntTitle: Managing DirectorBy: 
/s/ Michael Willis

Name:
 Michael WillisTitle: Director
 

F-1 

Commerzbank AG, New York and Grand Cayman Branches.
By: 
/s/ Andrew Campbell
Name: Andrew CampbellTitle: Senior Vice PresidentBy: 
/s/Andrew Kjoller
Name: Andrew KjollerTitle: Vice President
 

GENERAL ELECTRIC CAPITAL CORPORATION
By: 
/s/ Dwayne L. Coker
Name: Dwayne L. CokerTitle: Duly Authorized Signatory
 

GMAC COMMERCIAL FINANCE LLC
By: 
/s/ Robert F. McIntyre
Name: Robert F. McIntyreTitle: Director
 

JPMorgan Chase Bank, N.A..
By: 
/s/ Stacey Haimes
Name: Stacey L. HaimesTitle: Vice President
 

F-2 

LASALLE BUSINESS CREDIT, LLC
By: 
/s/ Jason T. Sylvester
Name: Jason T. SylvesterTitle: Vice President
 

NATIONAL CITY BUSINESS CREDIT, INC. (formerly known as National City Commercial Finance, Inc.)
By: 
/s/ Anthony Alexander
Name: Anthony AlexanderTitle: Vice President
 

RZB Finance LLC
By: 
/s/ John A. Valiska
Name: John A. ValiskaTitle: First Vice PresidentBy: 
/s/ Christoph Hoedl
Name: Christoph HoedlTitle: Group Vice President
 

UBS LOAN FINANCE LLC
By: 
/s/ Richard L. Tavrow
Name: Richard L. TavrowTitle: DirectorBy: 
/s/ Irja R. Otsa
Name: Irja R. OtsaTitle: Associate Director
 

F-3 

UPS CAPITAL CORPORATION
By: 
/s/ John P. Holloway
Name: John P. HollowayTitle: 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 McCormackTitle: Assistant Vice President
 

F-4