LyondellBasell Industries N.V. Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among LyondellBasell Industries N.V. the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith and the other Initial Purchasers Dated as of November 14, 2011
Registration Rights Agreement • November 17th, 2011 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 14, 2011, by and among LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of the Netherlands (the “Company”), the Guarantors (as defined in the Purchase Agreement (as defined below)) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers listed in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase a portion of the $1,000,000,000 aggregate principal amount of the Company’s 6.000% Notes due 2021 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the related Guarantees are herein collectively referred to as the “Securities.”

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FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 4th, 2023 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York
1,000,000,000 4.625% Senior Notes due 2055 LYONDELLBASELL INDUSTRIES N.V. UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2015 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 4th, 2023 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This Second Amended and Restated Credit Agreement is entered into as of November 23, 2021, 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” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders and L/C Issuers and CITIBANK, N.A., as Administrative Agent.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 26th, 2010 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This Indemnification Agreement (this “Agreement”) dated the [—] day of [—], 2010, by and between LyondellBasell Industries N.V., a public limited liability company formed under the laws of The Netherlands (the “Company”), and [—], an individual (“Indemnitee”).

WARRANT AGREEMENT dated as of April 30, 2010 between LyondellBasell Industries N.V. and Computershare Inc. and Computershare Trust Company, N.A. collectively and individually as Warrant Agent
Warrant Agreement • July 26th, 2010 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This Warrant Agreement (“Warrant Agreement”) dated as of April 30, 2010 is between LyondellBasell Industries N.V., a public limited liability corporation formed under the laws of the Netherlands (the “Company”), and Computershare Inc., a Delaware corporation and individually “CI” and Computershare Trust Company, N.A. national bank individually “CTNA” and both collectively the “Warrant Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2012 • LyondellBasell Industries N.V. • Industrial organic chemicals • Texas

This Employment Agreement (the “Agreement”), dated as of June 2, 2011 is entered into by and among Lyondell Chemical Company, a Delaware corporation (the Company”) and Tim Roberts (the “Executive”).

LYONDELLBASELL INDUSTRIES NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • February 23rd, 2023 • LyondellBasell Industries N.V. • Industrial organic chemicals • Texas

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries Long-Term Incentive Plan, as amended and restated effective May 28, 2021 (the “Plan”), has granted to the Participant a right (the “Option”) to purchase from the Company up to but not exceeding in the aggregate the number of shares of Common Stock (as defined in the Plan) (the “Option Shares”) specified in the Grant Letter at the Grant Price per Option Share specified in the Grant Letter, such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions (the “Award Agreement”):

SECOND amended and restated CREDIT AGREEMENT
Guaranty Agreement • November 24th, 2021 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This Second Amended and Restated Credit Agreement is entered into as of November 23, 2021, 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” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders and L/C Issuers and CITIBANK, N.A., as Administrative Agent.

REGISTRATION RIGHTS AGREEMENT by and among LYONDELLBASELL INDUSTRIES N.V. and THE HOLDERS Dated as of April 30, 2010
Registration Rights Agreement • July 26th, 2010 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2010 by and among LyondellBasell Industries N.V., a public limited liability company (naamloze vennootschap) formed under the laws of The Netherlands, (the “Company”), the Investors (as defined below) and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 13 hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.

LYONDELLBASELL INDUSTRIES RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 23rd, 2023 • LyondellBasell Industries N.V. • Industrial organic chemicals • Texas

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries Long-Term Incentive Plan, as amended and restated effective May 28, 2021 (the “Plan”), has granted to the Participant the number of units of Common Stock (as defined in the Plan) specified in the Grant Letter subject to transfer and forfeiture restrictions (“Restricted Stock Units”). These grants are all subject to adjustment as provided in the Plan, and the following terms and conditions (the “Award Agreement”):

LYONDELLBASELL INDUSTRIES PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • February 23rd, 2023 • LyondellBasell Industries N.V. • Industrial organic chemicals • Texas

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries Long-Term Incentive Plan, as amended and restated effective May 28, 2021 (the “Plan”), has granted to the Participant a number of Stock Units (as defined in the Plan) equal to the Target multiplied by the Earned Percentage certified for the Performance Cycle, subject to the vesting provisions specified herein (the “PSU Award”). The applicable Target and Performance Cycle are set forth in the Grant Letter. The Earned Percentage shall be determined after the Performance Cycle based on the Performance Goals specified in the Grant Letter. This PSU Award is subject to adjustment as provided in the Plan, and the following terms and conditions (the “Award Agreement”):

CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 21, 2018, by and among A. SCHULMAN, INC., as the Company, solely with respect to Sections 8.03, 8.05 through 8.12, and 8.14, LYONDELLBASELL INDUSTRIES N.V., as Parent, Joseph M. Gingo, John K....
Contingent Value Rights Agreement • August 21st, 2018 • LyondellBasell Industries N.V. • Industrial organic chemicals

AGREEMENT (this “Agreement”), dated as of August 21, 2018, by and among A. Schulman, Inc., a Delaware corporation (the “Company”), Joseph M. Gingo, John K. Broussard, Jr. and David Leathers, as the initial Committee Members, and Equiniti Trust Company, as Paying Agent, and solely with respect to Sections 8.03, 8.05 through 8.12, and 8.14, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (“Parent”).

SECURITY AGREEMENT for 11% Senior Secured Notes due 2018 dated as of April 30, 2010 among LYONDELL CHEMICAL COMPANY, as a Grantor and as Issuer and THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, as Grantors and WELLS FARGO BANK, NATIONAL...
Security Agreement • July 26th, 2010 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

AGREEMENT dated as of April 30, 2010 among LYONDELL CHEMICAL COMPANY, a Delaware corporation, as a Grantor and as Issuer, LYONDELLBASELL INDUSTRIES, N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (the “Company”) and the other Grantors party hereto, each as a Grantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).

LYONDELLBASELL INDUSTRIES PERFORMANCE SHARE UNIT AWARD AGREEMENT
Term Incentive Plan • February 16th, 2016 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan, as amended (the “Plan”), has granted to the Participant a number of Stock Units (as defined in the Plan) equal to the Target multiplied by the Earned Percentage certified for the Performance Cycle, subject to the vesting provisions specified herein (the “Performance Share Unit Award” or “PSU Award”). The applicable Target and Performance Cycle are set forth in the Grant Letter. The Earned Percentage shall be determined based on the Performance Goals specified in the Grant Letter. These grants are all subject to adjustment as provided in the Plan, and the following terms and conditions (the “Award Agreement”):

PURCHASE AND SALE AGREEMENT Dated as of September 11, 2012 among LYONDELL CHEMICAL COMPANY, EQUISTAR CHEMICALS, LP and LYONDELLBASELL ACETYLS, LLC, as Originators, THE OTHER ORIGINATORS FROM TIME TO TIME PARTY HERETO, LYONDELL CHEMICAL COMPANY, as...
Purchase and Sale Agreement • September 14th, 2012 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 11, 2012 is entered into among LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell Chemical”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership, and LYONDELLBASELL ACETYLS, LLC, a Delaware limited liability company (together with the other Persons that from time to time become parties hereto as originators, the “Originators” and each, an “Originator”), LYONDELL CHEMICAL COMPANY, as initial Servicer (as defined below), and LYB RECEIVABLES LLC, a Delaware limited liability company (the “Buyer”).

21,000,000 Ordinary Shares LYONDELLBASELL INDUSTRIES N.V. UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2012 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

Disclosure Package and the Final Prospectus were prepared and filed by the Company without our involvement, as we were only recently engaged by the Company with respect to these matters. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the General Disclosure Package or the Final Prospectus, and we have not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the General Disclosure Package and the Final Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the General Disclosure Package and the Final Prospectus (except to the extent stated in paragraph 2 above). Subject to the foregoing and

LYB INTERNATIONAL FINANCE III, LLC Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of October 10, 2019
LyondellBasell Industries N.V. • October 10th, 2019 • Industrial organic chemicals • New York

INDENTURE dated as of October 10, 2019 between LYB INTERNATIONAL FINANCE III, LLC, a Delaware limited liability company (the “Company”), LYONDELLBASELL INDUSTRIES N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

LYONDELLBASELL INDUSTRIES N.V. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 10, 2015 to Indenture Dated as of November 14, 2011
First Supplemental Indenture • December 14th, 2015 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 10, 2015, is by and between LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the Kingdom of The Netherlands (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 10th, 2012 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 4, 2012, by and among Lyondell Chemical Company, a Delaware Corporation (the “Issuer”), LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of the Netherlands (the “Company”), and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”).

LYONDELLBASELL INDUSTRIES NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Term Incentive Plan • February 12th, 2013 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan (the “Plan”), has granted to the Participant a right (the “Option”) to purchase from the Company up to but not exceeding in the aggregate the number of shares of Common Stock (as defined in the Plan) (the “Option Shares”) specified in the Grant Letter at the Grant Price per Option Share specified in the Grant Letter, such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions (the “Award Agreement”):

THREE-YEAR CREDIT AGREEMENT among
Credit Agreement • March 29th, 2019 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This THREE-YEAR CREDIT AGREEMENT is entered into as of March 29, 2019, 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”), the various institutions from time to time party to this Agreement as lenders (the “Lenders”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent.

LYONDELLBASELL INDUSTRIES 2019 PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • February 21st, 2019 • LyondellBasell Industries N.V. • Industrial organic chemicals

This PSU Award is a Performance Award under the Plan and is subject to all applicable Plan terms, conditions, provisions and administrative interpretations, if any, adopted by the Committee. Except as defined in this Award Agreement, capitalized terms have the same meanings ascribed to them in the Plan. This Award Agreement is intended to satisfy any obligation of the Company to provide a performance share unit award to the Participant under any employment agreement between the Company and the Participant or otherwise, and the Participant agrees and acknowledges that this Award Agreement fulfills the Company’s obligations under the employment agreement, this Award Agreement shall be interpreted and construed to the fullest extent possible consistent with such employment agreement, and in the event of a conflict between the terms of such employment agreement and the terms of this Award Agreement, the terms of this Award Agreement shall control.

MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG SASOL CHEMICALS (USA) LLC, LOUISIANA INTEGRATED POLYETHYLENE JV LLC, LYONDELLBASELL LC OFFTAKE LLC AND, SOLELY FOR PURPOSES OF SECTION 2.07, LYONDELL CHEMICAL COMPANY AND, SOLELY FOR PURPOSES OF SECTION...
Membership Interest Purchase Agreement • October 2nd, 2020 • LyondellBasell Industries N.V. • Industrial organic chemicals • Delaware

This Membership Interest Purchase Agreement, dated as of October 1, 2020 (the “Execution Date”), is entered into by and among Sasol Chemicals (USA) LLC, a Delaware limited liability company (the “Existing Member”), Louisiana Integrated PolyEthylene JV LLC, a Delaware limited liability company (the “Company”), LyondellBasell LC Offtake LLC, a Delaware limited liability company (the “New Member”), and, solely for purposes of Section 2.07, Lyondell Chemical Company, a Delaware corporation (the “New Member Guarantor”), and, solely for purposes of Section 6.05, Sasol Limited, a corporation organized and existing under the laws of the Republic of South Africa (“Sasol Limited”). Each of the Existing Member, the Company and the New Member is referred to herein individually, as a “Party,” and collectively, as the “Parties.”

LYONDELLBASELL INDUSTRIES
Term Incentive Plan • February 12th, 2013 • LyondellBasell Industries N.V. • Industrial organic chemicals

This Restricted Stock Unit grant is subject to all Plan terms, conditions, provisions and administrative interpretations, if any, adopted by the Committee. Except as defined in this Award Agreement, capitalized terms have the same meanings ascribed to them in the Plan. Notwithstanding any provision of any employment agreement between the Participant and the Company regarding an award of restricted stock units of LyondellBasell Industries AF S.C.A., this Award Agreement is with respect to shares of common stock of LyondellBasell Industries N.V. as required pursuant to the terms of the Company’s long term incentive program as in effect on the Grant Date. To the extent that this Award Agreement is intended to satisfy the Company’s obligations under any employment agreement between the Company and the Participant, the Participant agrees and acknowledges that this Award Agreement fulfills the Company’s obligations under the employment agreement, this Award Agreement shall be interpreted and

SENIOR SECURED ASSET-BASED CREDIT AGREEMENT Dated as of April 8, 2010 among LYONDELLBASELL INDUSTRIES N.V., as the Company, LYONDELL CHEMICAL COMPANY, EQUISTAR CHEMICALS, LP, HOUSTON REFINING LP, LYONDELLBASELL ACETYLS LLC and THE SUBSIDIARIES OF...
Credit Agreement • July 26th, 2010 • LyondellBasell Industries N.V. • Industrial organic chemicals • New York

This SENIOR SECURED ASSET-BASED CREDIT AGREEMENT (as such may be amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”) dated as of April 8, 2010, is entered into among LYONDELLBASELL INDUSTRIES N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (together with its successors and assigns, the “Company”), LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), EQUISTAR CHEMICALS, LP, a Delaware limited partnership (“Equistar”), HOUSTON REFINING LP, a Delaware limited partnership (“HRLP”), LYONDELLBASELL ACETYLS LLC, a Delaware limited liability company (“Acetyls”), and the Subsidiaries of Lyondell from time to time party hereto, as Borrowers, each lender party hereto from time to time (collectively, the “Lenders”, and individually, a “Lender”), CITIGROUP GLOBAL MARKETS, INC. and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers, CITIBANK, N.A., as Administrative Agent, CI

CONSENT AGREEMENT
Consent Agreement • June 9th, 2015 • LyondellBasell Industries N.V. • Industrial organic chemicals

This CONSENT AGREEMENT, dated as of June 5, 2015 (this “Agreement”), 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, a Delaware corporation (together with the Company, the “Borrowers”), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

LYONDELLBASELL INDUSTRIES NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • February 24th, 2014 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan, as amended (the “Plan”), has granted to the Participant a right (the “Option”) to purchase from the Company up to but not exceeding in the aggregate the number of shares of Common Stock (as defined in the Plan) (the “Option Shares”) specified in the Grant Letter at the Grant Price per Option Share specified in the Grant Letter, such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions (the “Award Agreement”):

EMPLOYMENT TRANSITION AGREEMENT
Employment Transition Agreement • August 2nd, 2019 • LyondellBasell Industries N.V. • Industrial organic chemicals • Texas

THIS EMPLOYMENT TRANSITION AGREEMENT (“Agreement”) is made and entered into as of June 1, 2019 (the “Effective Date”), by and among Lyondell Chemical Company, a Delaware corporation (together with the LyondellBasell Group and all present and former parents, subsidiaries, successors, assigns and affiliated corporations the “Company”), and Thomas Aebischer (“Executive”). In consideration of the mutual promises made below, Company and Executive agree as follows:

LYONDELLBASELL INDUSTRIES NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • May 20th, 2014 • LyondellBasell Industries N.V. • Industrial organic chemicals

By letter (the “Grant Letter”), effective as of the date specified in the Grant Letter (the “Grant Date”), LyondellBasell Industries N.V. (the “Company”), pursuant to the LyondellBasell Industries 2010 Long-Term Incentive Plan, as amended (the “Plan”), has granted to James L. Gallogly (the “Participant”) a right (the “Option”) to purchase from the Company up to but not exceeding in the aggregate the number of shares of Common Stock (as defined in the Plan) (the “Option Shares”) specified in the Grant Letter at the Grant Price per Option Share specified in the Grant Letter, such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions (the “Award Agreement”):

DE BRAUW
LyondellBasell Industries N.V. • September 17th, 2019 • Industrial organic chemicals

To the Issuer and the Guarantor (as defined below) Claude Debussylaan 80P.O. Box 750841070 AB Amsterdam T +31 20 577 1771F +31 20 577 1775 Date 17 September 2019 F.J.M. HengstAdvocaat Our ref. M32691809/6/20711425/lb Re: Dear Sir/Madam,

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