EX-10.1


 Exhibit 10.1 

Conformed Copy 

CONSENT AGREEMENT 
 This
CONSENT AGREEMENT, dated as of June 3, 2016 (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. 
 RECITALS: 

WHEREAS, the Borrowers, the Administrative Agent and the lenders party thereto (collectively, the “Lenders” and
individually, a “Lender”) have entered into that certain Amended and Restated Credit Agreement dated as of June 5, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), pursuant to which the Lenders have made available to the Borrowers a revolving credit facility with a letter of credit and a swing line loan sub-facility. Capitalized terms used in this Agreement not otherwise defined herein
shall have the definitions set forth in the Credit Agreement; 
 WHEREAS, pursuant to Section 2.09 of the Credit
Agreement, the Company has requested that the Termination Date be extended to June 5, 2021, one year after the currently applicable Termination Date (the “Termination Date Extension”), which such Termination Date has already
been extended by one year pursuant to a Consent Agreement dated as of June 5, 2015; and 
 WHEREAS, the Administrative Agent and
each Lender party hereto have agreed, subject to the terms and conditions set forth herein, to consent to the Termination Date Extension; 

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows: 
 1. Consent. Pursuant to Section 2.09 of the Credit Agreement and
subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Administrative Agent and the Lenders signatory hereto hereby consent to the Termination Date Extension and agree that
the definition of “Termination Date” in Section 1.01 of the Credit Agreement is hereby amended to delete the reference to “June 5, 2020” and insert a reference to “June 5, 2021” in lieu thereof. The
Borrowers hereby agree that this Agreement constitutes the second of two initially permitted requests for a Termination Date extension under Section 2.09 of the Credit Agreement. 

2. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the Termination Date Extension provided in
Section 1 hereof are subject to the following conditions precedent: 
 (a) the Administrative Agent shall have received
(i) counterparts of this Agreement, duly executed by each Borrower, the Administrative Agent and the Lenders and (ii) a certificate of the Company dated as of the date hereof and signed by a Responsible Officer of the Company
(A) certifying and attaching resolutions adopted by the Company approving or consenting to the Termination Date Extension and (B) certifying that the conditions set forth in Sections 3.02(a) and (b) of the Credit
Agreement have been satisfied (with all references in such subsections to a Credit Extension being deemed to be references to the Termination Date Extension); and 






 (b) all fees and expenses payable to the Administrative Agent and the Lenders shall have been
paid in full by the Company. 
 3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to
enter into this Agreement, each Borrower represents and warrants to the Administrative Agent and the Lenders as follows: 

(a) each of the representations and warranties made by such Borrower in Article IV of the Credit Agreement and in the
other Loan Documents are true and correct in all material respects (except if any representation and warranty is qualified by materiality, in which case it is true and correct in all respects) on and as of the date hereof after giving effect to this
Agreement, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except if any representation and warranty
that is qualified by materiality, in which case it is true and correct in all respects) as of such earlier date; 
 (b) this
Agreement has been duly authorized, executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, except as may be limited by general principles of equity or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and 
 (c) no
Default or Event of Default has occurred and is continuing and, after giving effect to this Agreement, no Default or Event of Default will occur. 

4. Entire Agreement. This Agreement, together with 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. None of the terms or conditions of this Agreement 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 Agreement. Except as hereby specifically amended, modified or supplemented, each Borrower hereby
acknowledges and agrees that the Credit Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. The execution, delivery and
effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic format (including .pdf) shall be effective as delivery of a manually executed original
counterpart of this Agreement. 
 7. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
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 8. Enforceability. Should any one or more of the provisions of this Agreement 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. 

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

10. Expenses. Without limiting the provisions of Section 9.12 of the Credit Agreement, the Company agrees to pay all
reasonable out of pocket costs and expenses (including without limitation reasonable legal fees and expenses) incurred before or after the date hereof by the Administrative Agent and its Affiliates in connection with the preparation, negotiation,
execution, delivery and administration of this Agreement. 
 11. FATCA. For purposes of determining withholding Taxes imposed under
FATCA, from and after the effective date of this Agreement, the Company and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 [Remainder of page intentionally left blank;
signature pages follow] 

  
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 Conformed Copy 

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

			
	BORROWERS:
	
	LYONDELLBASELL INDUSTRIES N.V.
		
	By:	 	 /s/ Thomas Aebischer

	Name:	 	Thomas Aebischer
	Title:	 	Member of the Management Board
	
	LYB AMERICAS FINANCE COMPANY
		
	By:	 	 /s/ Lawrence Somma

	Name:	 	Lawrence Somma
	Title:	 	Responsible Officer



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	ADMINISTRATIVE AGENT:
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	 /s/ Maurice Washington

	Name:	 	Maurice Washington
	Title:	 	Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	LENDERS:
	
	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Christopher DiBiase

	Name:	 	Christopher DiBiase
	Title:	 	Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Michael Vondriska

	Name:	 	Michael Vondriska
	Title:	 	Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	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/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Vipul Dhadda

	Name:	 	Vipul Dhadda
	Title:	 	AUTHORIZED SIGNATORY
		
	By:	 	 /s/ Juerg Unterlerchner

	Name:	 	Juerg Unterlerchner
	Title:	 	AUTHORIZED SIGNATORY



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ David A. Mandell

	Name:	 	David A. Mandell
	Title:	 	Managing Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Peter S. Predun

	Name:	 	Peter S. Predun
	Title:	 	Executive Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Ryan Zimmerman

	Name:	 	Ryan Zimmerman
	Title:	 	Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	 BARCLAYS BANK PLC,
 as a
Lender

		
	By:	 	 /s/ Marguerite Sutton

	Name:	 	Marguerite Sutton
	Title:	 	Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	 MORGAN STANLEY BANK, N.A.,

as a Lender

		
	By:	 	 /s/ Michael King

	Name:	 	Michael King
	Title:	 	Authorized Signatory



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	 MIZUHO BANK, LTD.,

as a Lender

		
	By:	 	 /s/ Takayuki Tomii

	Name:	 	Takayuki Tomii
	Title:	 	Managing Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	THE BANK OF NOVA SCOTIA,
	as a Lender
		
	By:	 	 /s/ John Frazell

	Name:	 	John Frazell
	Title:	 	Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	 SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

		
	By:	 	 /s/ James D. Weinstein

	Name:	 	James D. Weinstein
	Title:	 	Managing Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Christopher Keenan

	Name:	 	Christopher Keenan
	Title:	 	Assistant Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Lender

		
	By:	 	 /s/ Mark S. Campbell

	Name:	 	Mark S. Campbell
	Title:	 	Authorized Signatory



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	THE BANK OF NEW YORK MELLON,
	as a Lender
		
	By:	 	 /s/ William M. Feathers

	Name:	 	William M. Feathers
	Title:	 	Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	ING BANK N.V.,
	as a Lender
		
	By:	 	 /s/ Diederik Sluijs

	Name:	 	Diederik Sluijs
	Title:	 	Director
		
	By:	 	 /s/ Koen Weehuizen

	Name:	 	Koen Weehuizen
	Title:	 	Managing Director



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	UNICREDIT LUXEMBOURG S.A., as a Lender
		
	By:	 	 /s/ Brigitte Reichert

	Name:	 	Brigitte Reichert
	Title:	 	
		
	By:	 	 /s/ Natalie Kranz

	Name:	 	Natalie Kranz
	Title:	 	



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	THE BANK OF CHINA, NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ Chen Xu

	Name:	 	Chen Xu
	Title:	 	President, U.S.A. & CEO



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page 







 
			
	THE NORTHERN TRUST COMPANY,
	as a Lender
		
	By:	 	 /s/ Keith Burson

	Name:	 	Keith Burson
	Title:	 	Senior Vice President



  
 LyondellBasell Industries
N.V. 
 2016 Consent Agreement 

Signature Page