8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section

13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 2, 2005

LYONDELL CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-10145 95-4160558

(Commission File Number) (I.R.S. Employer Identification No.)

1221 McKinney Street, Suite 700, Houston, Texas 77010

(Address of principal executive offices) (Zip Code)

(713) 652-7200

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The descriptions set forth below are qualified in their entirety by the full text of the respective documents to which they refer, which documents are filed herewith.

Item 1.01 Entry into a Material Definitive Agreement

Lyondell Receivables Purchase Agreement

On November 2, 2005, Lyondell Chemical Company ("Lyondell") entered into an amendment to its Receivables Purchase Agreement (the "Lyondell Receivables Purchase Agreement") dated as of December 17, 2003, as amended, among Lyondell Funding II, LLC as the seller, Lyondell as the servicer, the banks and other financial institutions party thereto as purchasers, and Citicorp USA, Inc. as asset agent and administrative agent for the purchasers. The amendment to the Lyondell Receivables Purchase Agreement extends the maturity of the facility to November 2, 2010, reduces the yield by 0.75%, reduces the unused commitment fee by 0.125%, and modifies certain other terms. There was no outstanding amount of accounts receivable sold under the Lyondell Receivables Purchase Agreement at November 2, 2005.

The amendment to the Lyondell Receivables Purchase Agreement is being filed with this Current Report on Form 8-K as Exhibit 4.23(d).

Equistar Credit Agreement, Undertaking Agreement and Receivables Purchase Agreement

On November 2, 2005, Equistar Chemicals, LP ("Equistar"), a wholly owned subsidiary of Lyondell, entered into amendments to (1) its Credit Agreement (the "Credit Agreement") dated as of December 17, 2003, as amended, among Equistar, the subsidiaries of Equistar parties thereto, the lenders 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, (2) its Undertaking Agreement (the "Undertaking Agreement") dated as of December 17, 2003, as amended and (3) its Receivables Purchase Agreement (the "Equistar Receivables Purchase Agreement") dated as of December 17, 2003, as amended, among Equistar Receivables II, LLC as the seller, Equistar as the servicer, the banks and other financial institutions party thereto as purchasers, Citicorp USA, Inc as co-asset age nt and administrative agent for the purchasers, Credit Suisse First Boston, 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 amendments increase the total commitments under the Credit Agreement from $250 million to $400 million, increase the total commitments under the Equistar Receivables Purchase Agreement from $450 million to $600 million, extend the maturity of the facilities under each of the Credit Agreement and the Equistar Receivables Purchase Agreement to November 2, 2010, reduce the interest rates on borrowings under the Credit Agreement by 0.75%, reduce the unused commitment fee under the Credit Agreement by 0.375%, reduce the yield under the Equistar Receivables Purchase Agreement by 0.75%, reduce the unused commitment fee under the Equistar Receivables Purchase Agreement by between 0.25% and 0.125%, conform certain covenants in the Undertaking Agreement to the Credit Agreement, and modify certain other terms of each of the Credit Agreement and Equistar Receivables Purchase Agreement. Availability under the Credit Agreement, which was undrawn at closing, is reduced to the extent of outstanding l etters of credit provided under the Credit Agreement. The outstanding amount of receivables sold under the Equistar Receivables Purchase Agreement was $100 million at November 2, 2005.

The amendment to the Credit Agreement is being filed with this Current Report on Form 8-K as Exhibit 4.5(b). The amendment to the Equistar Receivables Purchase Agreement is being filed with this Current Report on Form 8-K as Exhibit 4.21(b). The amendment to the Undertaking Agreement is being filed with this Current Report on Form 8-K as Exhibit 4.22(b).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See "Lyondell Receivables Purchase Agreement" under Item 1.01 above.

Lyondell has not guaranteed Equistar's obligations under the Equistar Credit Agreement, the Equistar Receivables Purchase Agreement or the Equistar Undertaking Agreement. However, under certain circumstances, a default under the Equistar Credit Agreement would constitute a cross-default under Lyondell's credit facility which, under certain circumstances, would then constitute a default under Lyondell's indentures.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

4.5(b) Amendment No. 2 dated as of November 2, 2005 to Credit Agreement dated as of December 17, 2003 among Equistar Chemicals, LP, the subsidiaries of Equistar Chemicals, LP parties thereto, the lenders party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentation agents, Citicorp USA, Inc. and Bank of America, N.A. as co-collateral agents, and Citicorp USA, Inc. as administrative agent (filed as Exhibit 4.2(b) to Equistar's Current Report on Form 8-K dated as of November 2, 2005 and incorporated herein by reference)

4.21(b) Amendment No. 2 dated as of November 2, 2005 to Receivables Purchase Agreement dated as of December 17, 2003 among Equistar Receivables II, LLC as the seller, Equistar Chemicals, LP as the servicer, the banks and other financial institutions party thereto as purchasers, Citicorp USA, Inc as co-asset agent and administrative agent for the purchasers, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentation agents, Bank of America, N.A. as co-asset agents (filed as Exhibit 4.7(b) to Equistar's Current Report on Form 8-K dated as of November 2, 2005 and incorporated herein by reference)

4.22(b) Amendment No. 2 dated as of November 2, 2005 to Undertaking Agreement dated as of December 17, 2003 by Equistar Chemicals, LP (filed as Exhibit 4.8(b) to Equistar's Current Report on Form 8-K dated as of November 2, 2005 and incorporated herein by reference)

4.23(d) Amendment No. 4 dated as of November 2, 2005 to Receivables Purchase Agreement dated as of December 17, 2003 among Lyondell Funding II, LLC as the seller, Lyondell Chemical Company as the servicer, the banks and other financial institutions party thereto as purchasers, and Citicorp USA, Inc. as asset agent and administrative agent for the purchasers

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LYONDELL CHEMICAL COMPANY

By:/s/ Kerry A. Galvin

Name: Kerry A. Galvin

Title: Senior Vice President, General Counsel & Secretary

Date: November 7, 2005

INDEX TO EXHIBITS

Exhibit

Number Description

4.5(b) Amendment No. 2 dated as of November 2, 2005 to Credit Agreement dated as of December 17, 2003 among Equistar Chemicals, LP, the subsidiaries of Equistar Chemicals, LP parties thereto, the lenders party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentation agents, Citicorp USA, Inc. and Bank of America, N.A. as co-collateral agents, and Citicorp USA, Inc. as administrative agent (filed as Exhibit 4.2(b) to Equistar's Current Report on Form 8-K dated as of November 2, 2005 and incorporated herein by reference)

4.21(b) Amendment No. 2 dated as of November 2, 2005 to Receivables Purchase Agreement dated as of December 17, 2003 among Equistar Receivables II, LLC as the seller, Equistar Chemicals, LP as the servicer, the banks and other financial institutions party thereto as purchasers, Citicorp USA, Inc as co-asset agent and administrative agent for the purchasers, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association as co-documentation agents, Bank of America, N.A. as co-asset agents (filed as Exhibit 4.7(b) to Equistar's Current Report on Form 8-K dated as of November 2, 2005 and incorporated herein by reference)

4.22(b) Amendment No. 2 dated as of November 2, 2005 to Undertaking Agreement dated as of December 17, 2003 by Equistar Chemicals, LP (filed as Exhibit 4.8(b) to Equistar's Current Report on Form 8-K dated as of November 2, 2005 and incorporated herein by reference)

4.23(d) Amendment No. 4 dated as of November 2, 2005 to Receivables Purchase Agreement dated as of December 17, 2003 among Lyondell Funding II, LLC as the seller, Lyondell Chemical Company as the servicer, the banks and other financial institutions party thereto as purchasers, and Citicorp USA, Inc. as asset agent and administrative agent for the purchasers

EX-4.23(D)

Exhibit 4.23(d)

AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT

AMENDMENT dated as of November 2, 2005 to the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among LYONDELL FUNDING II, LLC, a Delaware limited liability company (the "Seller"), LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Servicer"), the PURCHASERS from time to time party thereto and CITICORP USA, INC., as asset agent and administrative agent for the Purchasers (the "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 Receivables Agreement has the meaning assigned to such term in the Receivables 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 Receivables Agreement shall, after this Amendment becomes effective, refer to the Receivables Agreement as amended hereby.

Section 2. Amended Definitions. (a) Section 1.1 of the Receivables Agreement is hereby amended by inserting the following definition therein in correct alphabetical order:

"Amendment No. 4 Effective Date" means November 2, 2005.

(b) The following definition in Section 1.1 of the Receivables Agreement is amended to read in its entirety as follows:

"Commitment Termination Date" means the fifth anniversary of the Amendment No. 4 Effective Date.

(c) The definition of "Applicable Margin" in Section 1.1 of the Receivables Agreement is hereby amended by deleting the table contained therein and by inserting the following table in place thereof:

Average Monthly Excess Availability	Alternate Base Rate	Adjusted LIBO Rate
Greater than or equal to $450,000,000	0.25%	1.25%
Less than $450,000,000 and greater than or equal to $225,000,000	0.50%	1.50%
Less than $225,000,000	0.75%	1.75%

Section 3. Amendments to Article II. (a) Clause (b) of Section 2.4 of the Receivables Agreement is hereby amended by inserting the following phrase after the term "Agent" contained therein:

"or upon 1 Business Day's notice to the Agent in the case of reductions in outstanding Capital bearing Yield solely at the Applicable Base Rate"

(b) Clause (d) of Section 2.11 of the Receivables Agreement is hereby amended by deleting the percentage "0.50%" specified therein and inserting the percentage "0.375%" in place thereof.

Section 4. Amendments to Article V. Clause (f)(ii) of Section 5.4 of the Receivables Purchase Agreement is hereby amended by inserting the following proviso at the end of the first sentence thereof:

";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 Agent shall conduct no more than two such evaluations pursuant to this Section during such twelve-month period"

Section 5. Representations of Seller and Servicer. Each of the Seller and the Servicer represent and warrant that (i) their respective representations and warranties set forth in Article IV of the Receivables 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 Potential Event of Termination or Event of Termination will have occurred and be continuing on such date.

Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 7. 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 8. 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"):

1. the Agent shall have signed a counterpart hereof and shall have received counterparts hereof signed by each of the Purchasers, the Seller and the Servicer (or, in the case of any party as to which an executed counterpart shall not have been received, the 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
2. the Agent, Citigroup Global Markets, Inc. and Banc of America Securities LLC shall have received payment of amendment fees (including any fees for the account of the Purchasers 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 Servicer) and other compensation due and payable to any of the foregoing on or prior to the Amendment Effective Date in connection with the Transaction Documents or this Amendment.

Promptly after the Amendment Effective Date occurs, the Agent shall notify the Seller, the Servicer and the Purchasers 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.

CITICORP USA, INC., as Agent
By:	/s/ David Jaffe
Name: David Jaffe
Title: Director/Vice President

LYONDELL FUNDING II, LLC, as Seller
By:	/s/ Karen A. Twitchell
Name: Karen A. Twitchell
Title: Vice President and Treasurer

LYONDELL CHEMICAL COMPANY, as Servicer
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

The Bank of New York
By:	/s/ John V. Yancey
Name: John V. Yancey
Title: Managing 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