Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - LyondellBasell Industries N.V. | d545737d8k.htm |
| EX-3 - EX-3 - LyondellBasell Industries N.V. | d545737dex3.htm |
Exhibit 10
Execution Copy
EXTENSION AGREEMENT
EXTENSION AGREEMENT (this “Agreement”), dated as of May 22, 2013, with respect to the Credit Agreement, dated as of May 4, 2012 (the “Credit Agreement”), among LYONDELLBASELL INDUSTRIES N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (the “Company”), LYB AMERICAS FINANCE COMPANY, a Delaware corporation (the “Co-Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, and J.P. MORGAN SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and WELLS FARGO SECURITIES, LLC, as Documentation Agents.
The parties hereto agree as follows:
Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
Section 2. Extension. Each of the undersigned Lenders hereby agrees to extend the Termination Date with respect to such Lender, pursuant to Section 2.09 of the Credit Agreement, to May 4, 2018.
Section 3. Effectiveness. This Agreement shall become effective on and as of May 22, 2013 (the “Extension Date”), subject only to:
(a) receipt by the Administrative Agent from the Company and from Lenders comprising the Required Lenders of a counterpart of this Agreement signed on behalf of such parties;
(b) the conditions precedent set forth in Section 2.09(c) of the Credit Agreement being satisfied on and as of the Extension Date; and
(c) receipt by the Administrative Agent from the Company of payment of a fee for the account of each undersigned Lender in the amount of 0.05% of such Lender’s Commitment.
Upon such effectiveness, the Termination Date shall be extended with respect to each Lender party to this Agreement as set forth in Section 2 above. In the event of any inconsistency between the provisions of Section 2.09 of the Credit Agreement and the provisions of this Agreement with respect to the matters covered hereby, the provisions of this Agreement shall prevail.
Section 4. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York.
Section 5. Miscellaneous. This Agreement 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. Delivery of an executed signature page hereto by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof. This Agreement shall be a Loan Document for purposes of the Credit Agreement and other Loan Documents.
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2
This Agreement is entered into between us as of the date first above written.
| LYONDELLBASELL INDUSTRIES N.V. | ||
| By: | /s/ Francesco Svelto | |
|
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| Name: Francesco Svelto | ||
| Title: Attorney-in-Fact | ||
| BANK OF AMERICA, N.A., | ||
| as a Lender, as L/C Issuer, as Swing Line Lender and as Administrative Agent | ||
| By: | /s/ Edwin B. Cox, Jr. | |
|
| ||
| Name: Edwin B. Cox, Jr. | ||
| Title: Managing Director | ||
| DEUTSCHE BANK AG NEW YORK BRANCH | ||
| By: | /s/ Ming K. Chu | |
|
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| Name: Ming K. Chu | ||
| Title: Vice President | ||
| By: | /s/ Philippe Sandmeier | |
|
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| Name: Philippe Sandmeier | ||
| Title: Managing Director | ||
| CITIBANK, N.A. | ||
| By: | /s/ David Jaffe | |
|
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| Name: David Jaffe | ||
| Title: Vice President | ||
| JPMORGAN CHANSE BANK, N.A. | ||
| By: | /s/ Peter S. Predun | |
|
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| Name: Peter S. Predun | ||
| Title: Executive Director | ||
| BARCLAYS BANK PLC | ||
| By: | /s/ Vanessa A. Kurbatskry | |
|
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| Name: Vanessa A. Kurbatskry | ||
| Title: Vice President | ||
| Credit Suisse AG, Cayman Islands Branch, as Lender | ||
| By: | /s/ Alain Daoust | |
|
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| Name: Alain Daoust | ||
| Title: Authorized Signatory | ||
| By: | /s/ Patrick Freytag | |
|
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| Name: Patrick Freytag | ||
| Title: Authorized Signatory | ||
| WELLS FARGO BANK, N.A., as a Lender | ||
| By: | /s/ David L Ericson | |
|
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| Name: David L Ericson | ||
| Title: Director | ||
| HSBC Bank USA, National Association | ||
| By: | /s/ David A. Mandell | |
|
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| Name: David A. Mandell | ||
| Title: Managing Director | ||
| Morgan Stanley Bank, N.A. | ||
| By: | /s/ Kelly Chin | |
|
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| Name: Kelly Chin | ||
| Title: Authorized Signatory | ||
| THE BANK OF NOVA SCOTIA | ||
| By: | /s/ John Frazell | |
|
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| Name: John Frazell | ||
| Title: Director | ||
| Sumitomo Mitsui Banking Corporation | ||
| By: | /s/ James D Weinstein | |
|
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| Name: James D Weinstein | ||
| Title: Managing Director | ||
| Mizuho Corporate bank, Ltd. | ||
| By: | /s/ Leon Mo | |
|
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| Name: Leon Mo | ||
| Title: Authorized Signatory | ||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD | ||
| By: | /s/ Mark S Campbell | |
|
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| Name: Mark S Campbell | ||
| Title: Authorized Signatory | ||
| PNC BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ John Berry | |
|
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| Name: John Berry | ||
| Title: Vice President | ||
| REGIONS BANK | ||
| By: | /s/ Dan Clubb | |
|
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| Name: Dan Clubb | ||
| Title: Vice President | ||
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ William M. Feathers | |
|
| ||
| Name: William M. Feathers | ||
| Title: Vice President | ||
| CADENCE BANK, N.A., as a Lender | ||
| By: | /s/ Bill Bobbora | |
|
| ||
| Name: Bill Bobbora | ||
| Title: Senior Vice President | ||
| ING Bank N.V. | ||
| By: | /s/ K P. Weehuizen | |
|
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| Name: K P. Weehuizen | ||
| Title: Managing Director | ||
| By: | /s/ J.C. Stubenitsky | |
|
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| Name: J.C. Stubenitsky | ||
| Title: Vice President | ||
| UniCredit Luxembourg S.A. | ||
| By: | /s/ Michael Wieber | |
|
| ||
| Name: Michael Wieber | ||
| Title: | ||
| By: | /s/ Manfredi Bianchi | |
| Name: Manfredi Bianchi Title: | ||