0001181431-05-059827 Sample Contracts

AMENDMENT NO. 2 TO UNDERTAKING AGREEMENT
Undertaking Agreement • November 7th, 2005 • Equistar Chemicals Lp • Agricultural chemicals • New York

AMENDMENT dated as of November 2, 2005 to the Undertaking Agreement dated as of December 17, 2003 (the "Undertaking Agreement") by EQUISTAR CHEMICALS, LP, a Delaware limited partnership ("Equistar"), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among Equistar Receivables II, LLC, as Seller, Equistar, as Servicer, the Purchasers from time to time party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-documentation agents, Bank of America, N.A. and Citicorp USA, Inc., as co-asset agents, and Citicorp USA, Inc., as administrative agent (the "Agent") for the Purchasers) and CITICORP USA, INC., as Agent.

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2005 • Equistar Chemicals Lp • Agricultural chemicals • New York

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").

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 7th, 2005 • Equistar Chemicals Lp • Agricultural chemicals • New York

AMENDMENT dated as of November 2, 2005 to the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables 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.

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