LyondellBasell Industries N.V. (Form: 8-K, Received: 04/15/2020 08:53:11)

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): April 14, 2020

LYONDELLBASELL INDUSTRIES N.V.

(Exact Name of Registrant as Specified in Charter)

The Netherlands

001-34726

98-0646235

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1221 McKinney St.

Suite 300

Houston, Texas

USA 77010

4th Floor, One Vine Street

London

W1J0AH

The United Kingdom

Delftseplein 27E

3013 AA Rotterdam

The Netherlands

(Addresses of principal executive offices)

(713) 309-7200	+44 (0)207 220 2600	+31 (0)10 275 5500
(Registrant’s telephone numbers, including area codes)

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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Ordinary Shares, € 0.04 Par Value		LYB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2020, LyondellBasell entered into amendments and related documents (collectively, the “Amendments” and, each an “Amendment”) to its (i) Amended and Restated Credit Agreement, dated as of June 5, 2014 (the “Revolver Amendment”), by and among LyondellBasell Industries N.V. (the “Company”) as guarantor, LYB Americas Finance Company LLC, a wholly owned subsidiary of the Company, as borrower (“LYB Americas Finance”), with various financial institutions as lenders from time to time party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent (as amended, restated, supplemented, extended or otherwise modified from time to time, the “Revolving Credit Agreement”); (ii) Three-Year Credit Agreement, dated as of March 29, 2019, (the “Term Loan Amendment”) by and among the Company, as co-borrower, LYB Americas Finance, as co-borrower with various financial institutions as lenders from time to time party thereto, and Bank of America, as administrative agent (as amended, restated, supplemented, extended or otherwise modified from time to time, the “Term Loan Agreement”); and (iii) Receivables Purchase Agreement, dated September 11, 2012 (the “U.S. Receivables Amendment”), by and among LYB Receivables LLC, a wholly owned subsidiary of the Company, a seller, Lyondell Chemical Company, a wholly owned subsidiary of the Company, as initial servicer, Mizuho Bank, Ltd., as administrator and letter of credit bank, and certain conduit purchasers, committed purchasers, letter of credit participants and purchaser agents that are parties thereto (as amended, restated, supplemented, extended or otherwise modified from time to time, the “U.S. Receivables Facility” and, together with the Revolving Credit Agreement and the Three Year Credit Agreement, the “Credit Agreements” and, each a “Credit Agreement”).

The Amendments amended each Credit Agreement’s gross leverage ratio covenants to permit netting of cash in excess of $300 million (with certain restrictions on non-US cash) in the calculation of the Leverage Ratio (as defined in the applicable Credit Agreement) and, in respect of the Revolving Credit Agreement Term Loan Agreement, restrict certain dividends and other specified Restricted Payments (as defined in the Revolving Credit Agreement and Term Loan Agreement).

The foregoing description of the Revolver Amendment, the Term Loan Amendment, and the U.S. Receivables Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver Amendment, the Term Loan Amendment, and the U.S. Receivables Amendment, which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and the Revolving Credit Agreement, the Term Loan Agreement, and the U.S. Receivables Facility, which were previously filed with the Securities and Exchange Commission, each of which is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Conditions.

On April 15, 2020, LyondellBasell Industries N.V. announced preliminary earnings results for the quarter ended March 31, 2020. A copy of the press release is attached as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

Risk Factors

LyondellBasell Industries N.V. included the following risk factor regarding the COVID-19 pandemic in the “Risk Factors” section of the prospectus supplement filed with the Securities and Exchange Commission on April 15, 2020, which risk factor supplements, and should be read in conjunction with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The recent novel coronavirus (COVID-19) pandemic could materially adversely affect our financial condition and results of operations.

In December 2019, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China, resulting in shutdowns of manufacturing and commerce in the months that followed. Since then, COVID-19 has spread to multiple countries worldwide, including the United States and Europe, and has resulted in authorities implementing numerous measures to try to contain the disease, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns, among others. Many of our facilities and employees are based in areas impacted by the virus.

The spread of COVID-19 has caused us to modify our business practices (including implementing health screenings, limiting employee travel, mandatory work-from-home policies and cancellation of physical participation in meetings, events and conferences), and we may take further actions as required by government authorities or that we determine are in the best interests of our employees, customers, partners and suppliers. There is no certainty that such measures will be sufficient to mitigate the risks posed by the disease, and our ability to perform certain functions could be harmed.

In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity. The COVID-19 pandemic could also reduce the demand for our products, and has already led us to reduce production rates for some of our products. Lower oil prices and reduced demand for transportation fuels are also affecting volumes and margins for certain of our other products. These impacts are expected to adversely affect our results during the second quarter of 2020. In addition, a recession or further financial market correction resulting from the spread of COVID-19 could adversely affect demand for our products.

The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the disease or treat its impact, related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain. To the extent that the COVID-19 pandemic adversely impacts our business, results of operations, liquidity or financial condition, it may also have the effect of increasing many of the other risks described in the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Forward Looking Statements

The statements in this report relating to matters that are not historical facts are forward-looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. These statements include, but are not limited to the matters set forth in our risk factor titled “The recent novel coronavirus (COVID-19) pandemic could materially adversely affect our financial condition and results of operation.” Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2019, which can be found at www.LyondellBasell.com on the Investor Relations page and on the Securities and Exchange Commission's website at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Amendment No. 2 to the Amended and Restated Credit Agreement, dated April 14, 2020, among LyondellBasell Industries N.V. and LYB Americas Finance Company LLC, as borrowers, the lenders party thereto, and Bank of America, N.A., as administrative agent

10.2

Amendment No. 1 to the Three-Year Credit Agreement, dated April 14, 2020, among LyondellBasell Industries N.V. as guarantor, and LYB Americas Finance Company LLC, as borrower, and Bank of America, N.A., as administrative agent

10.3

Acknowledgement of Amendment to Receivables Purchase Agreement, dated April 14, 2020, among Lyondell Chemical Company, as servicer, LYB Receivables LLC, as seller, the conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, the other parties thereto and Mizuho Bank, Ltd., as administrator and letter of credit bank

99.1

Press Release dated April 15, 2020

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

LYONDELLBASELL INDUSTRIES N.V.

Date: April 15, 2020
	By:	/s/ Jeffrey A. Kaplan
		Jeffrey A. Kaplan
		Executive Vice President
		And Chief Legal Officer

Exhibit 10.1

Conformed

AMENDMENT NO. 2 TO

amended and restated CREDIT AGREEMENT

This Amendment No. 2 to Amended and Restated Credit Agreement (this “Amendment”), dated as of April 14, 2020, is made by and 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 LLC, a Delaware limited liability company (the “Co-Borrower”, and together with the Company, the “Borrowers”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto.

W I T N E S S E T H:

WHEREAS, each of the Company, the Co-Borrower, the Administrative Agent, and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of June 5, 2014 (as amended by the certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of June 3, 2016, and as further amended, modified, supplemented, extended, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement as amended hereby); and

WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement in certain respects; and

WHEREAS, the Administrative Agent and the Lenders party hereto, which constitute the Required Lenders, are willing to amend the Credit Agreement as set forth below on the terms and conditions contained in this Amendment;

NOW, THEREFORE, in consideration of the premises herein and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Subject to the terms and conditions set forth herein:

(a) Section 1.01 of the Credit Agreement shall be amended by adding the following two defined terms, in alphabetical order, as set forth below:

““Liquidity” means, as of any date of determination, the sum of (a) Unrestricted Net Cash as of such date, plus (b) the aggregate USD Commitments available to be drawn by the Borrowers under the terms hereof (including the satisfaction of the conditions precedent set forth in Section 3.02(a) and (b)) as of such date, plus (c) the aggregate U.S. Dollar Equivalent of EUR Commitments available to be drawn by the Company under the terms hereof (including the satisfaction of the conditions precedent set forth in Section 3.02(a) and (b)) as of such date, plus (d) the aggregate commitments available to be drawn by the Company or any Subsidiary under all Qualified Receivables Financings as of such date, minus (e) Indebtedness of each Borrower in respect of any commercial paper outstanding as of such date. For purposes of this definition, the amount of any cash or cash equivalents denominated in any currency other than U.S. Dollars as of any date of determination shall be the equivalent in U.S. Dollars of such amount, as calculated by the Company based on an applicable currency exchange rate as of such date.”

““Unrestricted Net Cash” means, as of any date of determination, the sum of (a) 100% of the unrestricted cash and cash equivalents, free of any Liens securing Indebtedness for borrowed money (excluding Indebtedness in respect of a Qualified Receivables Financing) or direct or contingent obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, held in the United States by the Company and its Subsidiaries as of such date, plus (b) 95% of the unrestricted cash and cash equivalents, free of any Liens securing Indebtedness for borrowed money (excluding Indebtedness in respect of a Qualified Receivables Financing) or direct or contingent obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, held outside of the United States by the Company and its Subsidiaries as of such date, minus (c) $300,000,000; provided, however, that in no event shall the sum of Unrestricted Net Cash be less than zero.”

(b) The definition of “Leverage Ratio” in Section 1.01 of the Credit Agreement shall be amended by deleting the term “Total Funded Debt” appearing therein and replacing such term with “Total Net Funded Debt” in lieu thereof.

(c) The definition of “Restricted Payment” in Section 1.01 of the Credit Agreement shall be amended and restated so that, after giving effect to this Amendment, “Restricted Payment” shall read in its entirety as set forth below:

““Restricted Payment” means (a) any payment of any dividends on or any other distributions in respect of any class or series of Capital Stock of the Company and (b) the direct or indirect purchase, redemption, or other acquisition or retirement of any of the Capital Stock of the Company or any warrants, options, or similar instruments to acquire the same.”

(d) The definition of “Total Funded Debt” in Section 1.01 of the Credit Agreement shall be deleted and replaced with the following definition of “Total Net Funded Debt”:

““Total Net Funded Debt” means, as of any date of determination, the sum, without duplication, of (a) Indebtedness of the type set forth in clauses (a)(i) through (iv) and, to the extent it relates to Indebtedness of the foregoing types, clauses (b) and (c) of the definition thereof, of the Company and its Subsidiaries as of such date, if and to the extent such Indebtedness would appear as a liability upon the consolidated balance sheet (excluding the footnotes thereto) of the Company and its Subsidiaries prepared in accordance with GAAP, minus (b) Unrestricted Net Cash as of such date.”

(e) Section 5.12 of the Credit Agreement shall be amended and restated so that, after giving effect to this Amendment, Section 5.12 shall read in its entirety as set forth below:

“Section 5.12 Dividends and Certain Other Restricted Payments. (a) The Company will not declare or make any Restricted Payment of the type described in clause (a) of the definition thereof (other than a dividend payable solely in Capital Stock of the Company) (i) at any time an Event of Default exists or (ii) at any time that Liquidity is less than $1,000,000,000; and (b) the Company will not, nor will permit any of its Subsidiaries to, directly or indirectly make any Restricted Payments of the type described in clause (b) of the definition thereof (i) at any time an Event of Default exists or (ii) at any time that Liquidity is less than $2,000,000,000; provided, however, that the foregoing shall not operate to prevent the making of dividends or distributions within 60 days after their declaration by the Company, if at the declaration date thereof, the declaration of such Restricted Payment was permitted by the foregoing clause (a).”

(f) Schedule 9.07 of the Credit Agreement shall be amended by amending and restating the US Taxpayer ID of the Co-Borrower set forth therein to read as follows:

“US Taxpayer ID: 75-3260806”

2. Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement provided in Section 1 hereof shall be effective as of the date first written above upon the satisfaction of the following conditions precedent:

(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed by each Borrower, the Administrative Agent and the Lenders constituting the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); and

(b) (i) the Borrowers shall have paid any fees in U.S. Dollars required to be paid on date hereof pursuant to that certain Engagement Letter dated as of April 7, 2020 by and among the Borrowers, Bank of America and BofA Securities, Inc. (as successor to Merrill Lynch, Pierce, Fenner & Smith Incorporated); and (ii) to the extent the Borrowers have received an invoice therefor no later than 12:00 noon one (1) Business Day prior to the date hereof, all other reasonable fees and expenses incurred or payable in connection with the execution and delivery of this Amendment (including the reasonable fees and expenses of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrowers pursuant to Section 9.12(a)(i) of the Credit Agreement shall have been paid in full.

3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

(a) The representations and warranties made by each Borrower in Article IV of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects), except that the representations and warranties contained Section 4.04 shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 5.01;

(b) This Amendment has been duly authorized, executed and delivered by each Borrower and constitutes a legal, valid and binding obligation of such parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the rights of creditors, and subject to equitable principles of general application; and

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.

4. Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 9.10 of the Credit Agreement. This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement.

5. Full Force and Effect of Credit Agreement. Except as hereby specifically amended, waived, modified or supplemented, the Credit Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its respective terms.

6. Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, and shall be further subject to the provisions of Sections 9.21 and 9.22 of the Credit Agreement.

7. Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

8. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 9.09 of the Credit Agreement.

10. No Novation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder.

11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution”, “signed”, “signature”, and words of like import in this Amendment shall be deemed to include electronic signatures and digital copies of a signatory's manual signature, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

	COMPANY:

	LYONDELLBASELL INDUSTRIES N.V.

	By:	/s/ Michael C. McMurray
	Name:	Michael C. McMurray
	Title:	CFO & Authorized Attorney

	CO-BORROWER:

	LYB AMERICAS FINANCE COMPANY LLC

	By:	/s/ Anuj H. Dhruv
	Name:	Anuj H. Dhruv
	Title:	Assistant Treasurer

	BANK OF AMERICA, N.A, as Administrative Agent

	By:	/s/ Maurice Washington
	Name:	Maurice Washington
	Title:	Vice President

	BANK OF AMERICA, N.A.,
	as a Lender, as L/C Issuer, and as Swing Line Lender

	By:	/s/ Mukesh Singh
	Name:	Mukesh Singh
	Title:	Director

	CITIBANK, N.A., as a Lender and as L/C Issuer

	By:	/s/ Michael Vondriska
	Name:	Michael Vondriska
	Title:	Vice President

	DEUTSCHE BANK AG NEW YORK
	BRANCH, as a Lender and as L/C Issuer

	By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title: Director

	By:	/s/ Annie Chung
	Name:	Annie Chung
	Title:	Director

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

	By:	/s/ Judy Smith
	Name:	Judy Smith
	Title:	Authorized Signatory

	By:	/s/ Brady Bingham
	Name:	Brady Bingham
	Title:	Authorized Signatory

LyondellBasell Industries N.V.

Amendment No. 2 to Amended and Restated Credit Agreement

Signature Page



	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

	By:	/s/ Adam Hendley
	Name:	Adam Hendley
	Title:	Managing Director

	JPMORGAN CHASE BANK, N.A., as a Lender

	By:	/s/ Peter S. Predun
	Name:	Peter S. Predun
	Title:	Executive Director

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

	By:	/s/ Nathan R. Rantala
	Name:	Nathan R. Rantala
	Title:	Managing Director

	BARCLAYS BANK PLC, as a Lender

	By:	/s/ Sydney G. Dennis
	Name:	Sydney G. Dennis
	Title:	Director

	MORGAN STANLEY BANK, N.A., as a Lender

	By:	/s/ Jake Dowden
	Name:	Jake Dowden
	Title:	Authorized Signatory

	MIZUHO BANK, LTD., as a Lender

	By:	/s/ Donna DeMagistris
	Name:	Donna DeMagistris
	Title:	Authorized Signatory

LyondellBasell Industries N.V.

Amendment No. 2 to Amended and Restated Credit Agreement

Signature Page

	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender

	By:	/s/ Joe Lattanzi
	Name:	Joe Lattanzi
	Title:	Managing Director

	SUMITOMO MITSUI BANKING CORPORATION, as a Lender

	By:	/s/ Jun Ashley
	Name:	Jun Ashley
	Title:	Director

	PNC BANK, NATIONAL ASSOCIATION, as a Lender

	By:	/s/ Andrea Kinnik
	Name:	Andrea Kinnik
	Title:	Senior Vice President

	MUFJ BANK, LTD., as a Lender

	By:	/s/ Victor Pierzchalski
	Name:	Victor Pierzchalski
	Title:	Authorized Signatory

LyondellBasell Industries N.V.

Amendment No. 2 to Amended and Restated Credit Agreement

Signature Page



	THE BANK OF NEW YORK MELLON, as a Lender

	By:	/s/ William M. Feathers
	Name:	William M. Feathers
	Title:	Director

	ING BANK N.V., as a Lender

	By:	/s/ D. Wagemaker
	Name:	D. Wagemaker
	Title:	Director

	By:	/s/ W.J.S.A van de Noort
	Name:	W.J.S.A van de Noort
	Title:	Director

	UNICREDIT BANK AG, as a Lender

	By:	/s/ Simone Faber
	Name:	Simone Faber
	Title:	Director

	By:	/s/ Carl-Josef Schulte
	Name:	Carl-Josef Schulte
	Title:	Managing Director

	BANK OF CHINA, NEW YORK BRANCH, as a Lender

	By:	/s/ Raymond Qiao
	Name:	Raymond Qiao
	Title:	Executive Vice President


	THE NORTHERN TRUST COMPANY, as a Lender

	By:	/s/ Keith Burson
	Name:	Keith Burson
	Title:	Senior Vice President

LyondellBasell Industries N.V.
Amendment No. 2 to Amended and Restated Credit Agreement
Signature Page

Exhibit 10.2

Conformed

AMENDMENT NO. 1 TO

THREE-YEAR CREDIT AGREEMENT

This Amendment No. 1 to Three-Year Credit Agreement (this “Amendment”), dated as of April 14, 2020, is made by and 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 LLC, a Delaware limited liability company (the “Borrower”, and together with the Company, the “LYB Parties”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto.

W I T N E S S E T H:

WHEREAS, each of the Company, the Borrower, the Administrative Agent, and the Lenders have entered into that certain Three-Year Credit Agreement dated as of March 29, 2019 (as amended, modified, supplemented, extended, restated, or amended and restated, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement as amended hereby); and

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement in certain respects; and

NOW, THEREFORE, in consideration of the premises herein and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Subject to the terms and conditions set forth herein:

(a) Section 1.01 of the Credit Agreement shall be amended by adding the following two defined terms, in alphabetical order, as set forth below:

““Liquidity” means, as of any date of determination, the sum of (a) Unrestricted Net Cash as of such date, plus (b) the aggregate USD Commitments (as defined in the Existing Revolving Credit Agreement) available to be drawn by the Company or the Borrower under the terms of the Existing Revolving Credit Agreement (including the satisfaction of the conditions precedent set forth in Section 3.02(a) and (b) thereof) as of such date, plus (c) the aggregate U.S. Dollar Equivalent (as defined in the Existing Revolving Credit Agreement) of EUR Commitments (as defined in the Existing Revolving Credit Agreement) available to be drawn by the Company or the Borrower under the terms of the Existing Revolving Credit Agreement (including the satisfaction of the conditions precedent set forth in Section 3.02(a) and (b) thereof) as of such date, plus (d) the aggregate commitments available to be drawn by the Company or any Subsidiary under all Qualified Receivables Financings as of such date, minus (e) Indebtedness of the Company and the Borrower in respect of any commercial paper outstanding as of such date. For purposes of this definition, the amount of any cash or cash equivalents denominated in any currency other than U.S. Dollars as of any date of determination shall be the equivalent in U.S. Dollars of such amount, as calculated by the Company based on an applicable currency exchange rate as of such date.”

(d) The definition of “Total Funded Debt” in Section 1.01 of the Credit Agreement shall be deleted and replaced with the following definition of “Total Net Funded Debt”:

(e) Section 5.12 of the Credit Agreement shall be amended and restated so that, after giving effect to this Amendment, Section 5.12 shall read in its entirety as set forth below:

(f) Schedule 9.07 of the Credit Agreement is hereby amended by deleting the term “SCHEDULE 5.01” appearing above the phrase “Administrative Agent’s Office; Certain Addresses for Notices” and replacing such term with “SCHEDULE 9.07” in lieu thereof.

(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed by the LYB Parties, the Administrative Agent and the Lenders constituting the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf); and

(b) (i) the Company shall have paid any fees in U.S. Dollars required to be paid on date hereof pursuant to that certain Engagement Letter dated as of April 7, 2020 by and among the LYB Parties, Bank of America and BofA Securities, Inc. (as successor to Merrill Lynch, Pierce, Fenner & Smith Incorporated); and (ii) to the extent the LYB Parties have received an invoice therefor no later than 12:00 noon one (1) Business Day prior to the date hereof, all other reasonable fees and expenses incurred or payable in connection with the execution and delivery of this Amendment (including the reasonable fees and expenses of counsel to the Administrative Agent) required to be reimbursed or paid by the LYB Parties pursuant to Section 9.12(a)(i) of the Credit Agreement shall have been paid in full.

3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each LYB Party represents and warrants to the Administrative Agent and the Lenders as follows:

(a) The representations and warranties made by each LYB Party in Article IV of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified by materiality shall to the extent so qualified be true and correct in all respects), except that the representations and warranties contained Section 4.04 shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 5.01;

(b) This Amendment has been duly authorized, executed and delivered by each LYB Party and constitutes a legal, valid and binding obligation of such parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting the rights of creditors, and subject to equitable principles of general application; and

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.

8. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each LYB Party, the Administrative Agent and each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 9.09 of the Credit Agreement.

12. Consent of the Company. The Company hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects its guaranty set forth in Article X of the Credit Agreement (including without limitation the continuation of the Company’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments and consents contemplated hereby) and the enforceability of such guaranty against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at Law).

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.


	COMPANY:

	LYONDELLBASELL INDUSTRIES N.V.

	By:	/s/ Michael C. McMurray
	Name:	Michael C. McMurray
	Title:	CFO & Authorized Attorney

	BORROWER:

	LYB AMERICAS FINANCE COMPANY LLC

	By:	/s/ Anuj H. Dhruv
	Name:	Anuj H. Dhruv
	Title:	Assistant Treasurer

LyondellBasell Industries N.V.
Amendment No. 1 to Three-Year Credit Agreement
Signature Page


	BANK OF AMERICA, N.A,
	as Administrative Agent

	By:	/s/ Maurice Washington
	Name: Maurice Washington
	Title: Vice President

	BANK OF AMERICA, N.A., as a Lender

	By:	/s/ Mukesh Singh
	Name: Mukesh Singh
	Title: Director


	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

	By:	/s/ Nathan R. Rantala
	Name: Nathan R. Rantala
	Title: Managing Director


	MIZUHO BANK, LTD., as a Lender

	By:	/s/ Donna DeMagistris
	Name: Donna DeMagistris
	Title: Authorized Signatory


	BARCLAYS BANK PLC, as a Lender

	By:	/s/ Sydney G. Dennis
	Name: Sydney G. Dennis
	Title: Director


	ING BANK N.V., DUBLIN BRANCH, as a Lender

	By:	/s/ Sean Hassett
	Name: Sean Hassett
	Title: Director

	By:	/s/ Cormac Langford
	Name: Cormac Langford
	Title: Director

LyondellBasell Industries N.V.
Amendment No. 1 to Three-Year Credit Agreement
Signature Page

	MUFG BANK, LTD., as a Lender

	By:	/s/ Victor Pierzchalski
	Name: Victor Pierzchalski
	Title: Authorized Signatory

	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender

	By:	/s/ Jun Ashley
	Name: Jun Ashley
	Title: Director

	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,
	as a Lender

	By:	/s/ Joe Lattanzi
	Name: Joe Lattanzi
	Title: Managing Director

	BANK OF CHINA, NEW YORK BRANCH,
	as a Lender

	By:	/s/ Raymond Qiao
	Name: Raymond Qiao
	Title: Executive Vice President

	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender

	By:	/s/ Andrea Kinnik
	Name: Andrea Kinnik
	Title: Senior Vice President

	UNICREDIT BANK AG NEW YORK BRANCH,
	as a Lender

	By:	/s/ Tom Taylor
	Name: Tom Taylor
	Title: Managing Director

	By:	/s/ Thomas Petz
	Name: Thomas Petz
	Title: Director

LyondellBasell Industries N.V.
Amendment No. 1 to Three-Year Credit Agreement
Signature Page

	ASSOCIATED BANK NATIONAL ASSOCIATION,
	as a Lender

	By:	/s/ Matthew Gerhardt
	Name: Matthew Gerhardt
	Title: Vice President

	BANCO DE SABADELL, S.A., MIAMI BRANCH,
	as a Lender

	By:	/s/ Ignacio Alcaraz
	Name: Ignacio Alcaraz
	Title: Head of Structured Finance Americas

	BANK OF COMMUNICATIONS CO LTD NEW YORK BRANCH, as a Lender

	By:	/s/ Shaohui Yang
	Name: Shaohui Yang
	Title: General Manager

	THE CHIBA BANK, LTD. NEW YORK BRANCH,
	as a Lender

	By:	/s/ Dai Hioki
	Name: Dai Hioki
	Title: Senior Deputy General Manager


	CHINA CONSTRUCTION BANK CORPORATION,
	as a Lender

	By:	/s/ Jun Bi
	Name: Jun Bi
	Title: Deputy General Manager

	CITY NATIONAL BANK,
	as a Lender

	By:	/s/ Jeanine A. Smith
	Name: Jeanine A. Smith
	Title: Senior Vice President

LyondellBasell Industries N.V.
Amendment No. 1 to Three-Year Credit Agreement
Signature Page

	FIRST HAWAIIAN BANK,
	as a Lender

	By:	/s/ Hanul Vera Abraham
	Name: Hanul Vera Abraham
	Title: Vice President

	KBC BANK N.V., as a Lender

	By:	/s/ Deborah Carlson
	Name: Deborah Carlson
	Title: Director

	By:	/s/ Francis Payne
	Name: Francis Payne
	Title: Managing Director

LyondellBasell Industries N.V.
Amendment No. 1 to Three-Year Credit Agreement
Signature Page

Exhibit 10.3

Conformed

ACKNOWLEDGMENT

April 14, 2020

Reference is hereby made to that certain Receivables Purchase Agreement, dated as of September 11, 2012 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”), by and among LYB RECEIVABLES LLC, a Delaware limited liability company, as Seller, LYONDELL CHEMICAL COMPANY, a Delaware corporation, as Servicer, the various CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC PARTICIPANTS and PURCHASER AGENTS party thereto, and MIZUHO BANK, LTD., as LC Bank and as Administrator. Capitalized terms that are used but not defined herein shall have the meanings set forth in, or by reference in, the Agreement.

Each of the undersigned, in its capacity as Purchaser Agent, Administrator or LC Bank, as applicable, (i) hereby acknowledges that the Seller has requested an amendment of clause (h) of Exhibit V to the Agreement concurrently with a substantially similar amendment to the defined term “Leverage Ratio” (and certain defined terms constituting components of such term) under the Lyondell Credit Agreement (as amended, restated, supplemented or otherwise modified prior to the date hereof) as reflected in that certain Amendment No. 2 to Amended and Restated Credit Agreement, dated as of April 14, 2020 (the “Amendment”), by and among LyondellBasell Industries N.V., as borrower, LYB Americas Finance Company LLC, as borrower, Bank of America, N.A., as administrative agent, and each of the lenders signatory thereto, a copy of which is attached as Exhibit A hereto, and (ii) agrees that the changes to the Lyondell Credit Agreement (as amended, restated, supplemented or otherwise modified prior to the date hereof) as reflected in the Amendment are incorporated in clause (h) of Exhibit V to the Agreement, and such clause is thereby amended, in accordance with the second paragraph of Section 5.1 of the Agreement.

All provisions of the Agreement, as amended and modified as set forth above, shall remain in full force and effect. All references in the Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect, in each case referring to the Agreement shall be deemed to be references to the Agreement as amended by the Amendment. Neither the Amendment nor this Acknowledgment shall be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as specifically set forth herein. The Agreement, as amended as set forth above, is hereby ratified and confirmed in all respects.

This Acknowledgment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Acknowledgment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

This ACKNOWLEDGMENT shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any otherwise applicable conflicts of law principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

This Acknowledgment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Acknowledgment shall be deemed to be a Transaction Document for all purposes of the Agreement and each other Transaction Document.

[Signatures begin on next page]

-1-

IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.

	LYB RECEIVABLES LLC,
	as the Seller

	By:		/s/ Anuj Dhruv
	Name:		Anuj Dhruv
	Title:		Assistant Treasurer