Exhibit
4.23(c)
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AMENDMENT dated as of April 27, 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:
" Lyondell Financial Statements " means the consolidated
balance sheet, income statement and statement of cash flows of
Lyondell prepared in accordance with GAAP, except that Lyondell's
investments in Equistar and Millennium and the related assets,
liabilities, revenues, expenses and cash flows of Equistar and
Millennium shall be presented as though they are carried under the
equity method of accounting.
(b) The following definition in Section 1.1 of the Receivables
Agreement is amended to read in its entirety as follows:
" GAAP " as applied to a Person means accounting
principals generally accepted in the United State as in effect from
time to time, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with
the most recent audited financial statements of such Person
delivered to the Agent.
(c) The definition of "Guarantee" in Section 1.1 of the
Receivables Agreement is hereby amended by deleting the phrase "on
a consolidated balance sheet of Lyondell" in such definition and
inserting the phrase "on the balance sheet of the Lyondell
Financial Statements" in place thereof.
(d) The definition of "Securitization Transaction" in Section
1.1 of t
