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): December 10, 2015
LYONDELLBASELL INDUSTRIES N.V.
(Exact Name of Registrant as Specified in Charter)
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The Netherlands |
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001-34726 |
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98-0646235 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1221 McKinney St.,
Suite 300 Houston,
Texas USA 77010 |
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4th Floor, One Vine Street
London W1J 0AH
The United Kingdom |
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Delftseplein 27E
3013 AA Rotterdam The
Netherlands |
(Addresses of principal executive offices)
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(713) 309-7200 |
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+44 (0)207 220 2600 |
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+31 (0)10 275 5500 |
(Registrants telephone numbers, including area codes)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On December 10, 2015, LyondellBasell
Industries N.V. (the Company) and Wells Fargo Bank, National Association, as trustee, entered into supplemental indentures (the Supplemental Indentures) respecting amendments (the Amendments) to the indentures
(the Indentures) governing the Companys outstanding 5.000% Senior Notes due 2019, 6.000% Senior Notes due 2021, and 5.750% Senior Notes due 2024 (collectively, the Notes) following the Companys receipt of
requisite consents of the holders of the Notes pursuant to consent solicitations in respect of the Notes that commenced on December 1, 2015.
Principally, the Amendments to the Indentures eliminate restrictions on debt of certain subsidiaries of the Company and requirements that
certain future subsidiaries guarantee the Notes. The Company views these provisions as carryovers or remnants from the period prior to its senior notes achieving investment grade ratings. The Amendments align certain covenants in the Indentures with
those in the Companys most recent senior notes indenture, resulting in more consistent covenants across the Companys public debt portfolio and affording the Company greater financial flexibility and easing administration of its public
debt portfolio.
The preceding description of the Supplemental Indentures is qualified in its entirety by reference to the Supplemental
Indentures, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
4.1 First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated as of April 9, 2012, between the Company and Wells Fargo Bank,
National Association, as trustee
4.2 First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated as of November 14, 2011,
between the Company and Wells Fargo Bank, National Association, as trustee
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.
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LYONDELLBASELL INDUSTRIES N.V. |
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Date: December 14, 2015 |
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By: |
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/s/ Jeffrey A. Kaplan |
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Jeffrey A. Kaplan |
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Executive Vice President |
Exhibit Index
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Exhibit |
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Description |
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4.1 |
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First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated as of April 9, 2012, between the Company and Wells Fargo Bank, National Association, as trustee |
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4.2 |
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First Supplemental Indenture, dated as of December 10, 2015, to Indenture dated as of November 14, 2011, between the Company and Wells Fargo Bank, National Association, as trustee |
Exhibit 4.1
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 April 9, 2012
5.000% Senior Notes due 2019
and
5.750% Senior Notes due 2024
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).
WHEREAS, the Company, the Guarantors named
therein and the Trustee have heretofore executed and delivered that certain Indenture, dated as of April 9, 2012 (the Indenture);
WHEREAS, on April 9, 2012, the Company issued $2,000,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2019 (the
2019 Notes) and $1,000,000,000 in aggregate principal amount of its 5.750% Senior Notes due 2024 (the 2024 Notes and, together with the 2019 Notes, the Notes);
WHEREAS, $2,000,000,000 in aggregate principal amount of the 2019 Notes is currently outstanding, and $1,000,000,000 in aggregate principal
amount of the 2024 Notes is currently outstanding;
WHEREAS, all of the Guarantors have been heretofore automatically and unconditionally
released from all Obligations under Article 10 of the Indenture in accordance with the provisions of Section 10.02(b)(v) of the Indenture;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the
Notes then outstanding of each affected series, voting as a single class, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture (subject to certain exceptions
set forth therein);
WHEREAS, the execution and delivery of this Supplemental Indenture have been authorized by the Company;
WHEREAS, the Company desires and has requested the Trustee to join with the Company in entering into this Supplemental Indenture for the
purpose of amending the Indenture in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has been
soliciting consents to the amendments effected by this Supplemental Indenture upon the terms and subject to the conditions set forth in its Consent Solicitation Statement dated December 1, 2015 and the related Letter of Consent (which together,
including any amendments, modifications or supplements thereto, constitute the Consent Solicitation);
WHEREAS,
(1) the Company has received the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes, all as certified by an Officers Certificate delivered to the Trustee simultaneously with the execution and
delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by
Section
9.06 of the Indenture and (3) the Company has satisfied all other conditions required under Article 9 of the Indenture to enable the Company and the Trustee to enter into this Supplemental
Indenture.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the
equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO THE INDENTURE AND THE NOTES
Section 1.1 Certain Amendments to the Indenture.
(a) Section 4.04 of the Indenture is hereby deleted in its entirety.
(b) Section 4.08 of the Indenture is hereby deleted in its entirety.
(c) Clause (i) of Section 4.11(b) of the Indenture is hereby amended to add the following words to the beginning of such clause:
(a) any Notes presented for payment in the United Kingdom or (b).
(d) Article 10 of the Indenture is hereby deleted in its
entirety.
Section 1.2 Conforming Amendments to the Indenture and the Notes.
(a) Section 4.03(c) of the Indenture is hereby amended to delete the words (x) all Non-Guarantor Subsidiary Debt (other than
Non-Guarantor Subsidiary Debt described in clauses (i) through (vii) of Section 4.04(b)) and (y).
(b)
Section 4.05(a)(iii) of the Indenture is hereby amended to delete the reference to (x) and to further delete the words and (y) Non-Guarantor Subsidiary Debt (with the exception of Non-Guarantor Subsidiary Debt which is
described in clauses (i) through (vii) of Section 4.04(b)).
(c) The second sentence of Section 9.01(b) is
hereby deleted.
(d) Exhibit D to the Indenture is hereby deleted in its entirety.
(e) The Indenture and the Notes are hereby further amended to delete all provisions inconsistent with the amendments to the Indenture referred
to in Section 1.1 and in Section 1.2(a)-(d) of this Supplemental Indenture. Without limiting the generality of the foregoing, all cross-references in the Indenture or the Notes to any of the provisions of the Indenture that are
deleted in this Supplemental Indenture are also hereby deleted, together with all terms defined in such provisions and any cross-references in the Indenture or the Notes to any such defined terms.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the
context otherwise requires, capitalized terms used in this Supplemental Indenture and not defined herein have the meanings specified in the Indenture.
Section 2.2 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby,
and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.
Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 2.4 Successors. All agreements of the Company in this Supplemental Indenture shall bind
its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
Section 2.5 Duplicate
Originals. Each of the parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be
bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.
Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be
held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law.
Section 2.7
Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the
trust created by the Indenture as hereby amended, and without limiting the generality of the
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foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made
solely by the Company, and the Trustee makes any representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution of this
instrument by each of the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the payment by the Company, pursuant to the Consent Solicitation, of the Consent Fee (as
defined therein) to all holders of the Notes entitled thereto, with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such payment shall not occur.
The Company shall notify the Trustee in writing promptly after the occurrence of such payment or promptly after the Company shall determine that such payment will not occur.
Section 2.9 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above.
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COMPANY: |
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LYONDELLBASELL INDUSTRIES N.V. |
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By: |
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/s/ Jeffrey Kaplan |
Name: |
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Jeffrey Kaplan |
Title: |
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Member of the Management Board |
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TRUSTEE: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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By: |
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/s/ Stefan Victory |
Name: |
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Stefan Victory |
Title: |
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Vice President |
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Exhibit 4.2
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
6.000% Senior Notes due 2021
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).
WHEREAS, the Company, the Guarantors named
therein and the Trustee have heretofore executed and delivered that certain Indenture, dated as of November 14, 2011 (the Indenture);
WHEREAS, on November 14, 2011, the Company issued $1,000,000,000 in aggregate principal amount of its 6.000% Senior Notes due 2021 (the
Notes);
WHEREAS, $1,000,000,000 in aggregate principal amount of the Notes is currently outstanding;
WHEREAS, all of the Guarantors have been heretofore automatically and unconditionally released from all Obligations under Article 10 of the
Indenture in accordance with the provisions of Section 10.02(b)(v) of the Indenture;
WHEREAS, Section 9.02 of the Indenture
provides that, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or
supplementing the Indenture (subject to certain exceptions set forth therein);
WHEREAS, the execution and delivery of this Supplemental
Indenture have been authorized by the Company;
WHEREAS, the Company desires and has requested the Trustee to join with the Company in
entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has been soliciting consents to the amendments effected by this Supplemental Indenture upon the terms and subject to the
conditions set forth in its Consent Solicitation Statement dated December 1, 2015 and the related Letter of Consent (which together, including any amendments, modifications or supplements thereto, constitute the Consent
Solicitation);
WHEREAS, (1) the Company has received the consent of the Holders of a majority in aggregate principal
amount of the outstanding Notes, all as certified by an Officers Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company has satisfied all other
conditions required under Article 9 of the Indenture to enable the Company and the Trustee to enter into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit
of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO THE INDENTURE AND THE NOTES
Section 1.1 Certain Amendments to the Indenture.
(a) Section 4.04 of the Indenture is hereby deleted in its entirety.
(b) Section 4.08 of the Indenture is hereby deleted in its entirety.
(c) Clause (i) of Section 4.11(b) of the Indenture is hereby amended to add the following words to the beginning of such clause:
(a) any Notes presented for payment in the United Kingdom or (b).
(d) Article 10 of the Indenture is hereby deleted in its
entirety.
Section 1.2 Conforming Amendments to the Indenture and the Notes.
(a) Section 4.03(c) of the Indenture is hereby amended to delete the words (x) all Non-Guarantor Subsidiary Debt (other than
Non-Guarantor Subsidiary Debt described in clauses (i) through (vii) of Section 4.04(b)) and (y).
(b)
Section 4.05(a)(iii) of the Indenture is hereby amended to delete the reference to (x) and to further delete the words and (y) Non-Guarantor Subsidiary Debt (with the exception of Non-Guarantor Subsidiary Debt which is
described in clauses (i) through (vii) of Section 4.04(b)).
(c) The second sentence of Section 9.01(b) is
hereby deleted.
(d) Exhibit D to the Indenture is hereby deleted in its entirety.
(e) The Indenture and the Notes are hereby further amended to delete all provisions inconsistent with the amendments to the Indenture referred
to in Section 1.1 and in Section 1.2(a)-(d) of this Supplemental Indenture. Without limiting the generality of the foregoing, all cross-references in the Indenture or the Notes to any of the provisions of the Indenture that are
deleted in this Supplemental Indenture are also hereby deleted, together with all terms defined in such provisions and any cross-references in the Indenture or the Notes to any such defined terms.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the
context otherwise requires, capitalized terms used in this Supplemental Indenture and not defined herein have the meanings specified in the Indenture.
Section 2.2 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby,
and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.
Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 2.4 Successors. All agreements of the Company in this Supplemental Indenture shall bind
its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
Section 2.5 Duplicate
Originals. Each of the parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be
bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.
Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be
held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law.
Section 2.7
Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the
trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of
which recitals or statements are made solely by the Company, and the Trustee makes any representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental
Indenture.
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Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall
be effective upon execution of this instrument by each of the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the payment by the Company, pursuant to the Consent
Solicitation, of the Consent Fee (as defined therein) to all holders of the Notes entitled thereto, with the result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date
hereof if such payment shall not occur. The Company shall notify the Trustee in writing promptly after the occurrence of such payment or promptly after the Company shall determine that such payment will not occur.
Section 2.9 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above.
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COMPANY: |
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LYONDELLBASELL INDUSTRIES N.V. |
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By: |
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/s/ Jeffrey Kaplan |
Name: |
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Jeffrey Kaplan |
Title: |
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Member of the Management Board |
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TRUSTEE: |
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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By: |
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/s/ Stefan Victory |
Name: |
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Stefan Victory |
Title: |
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Vice President |
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