Common use of Discharge Only Upon Payment In Full Clause in Contracts

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 122 Section 10.04. Waiver by the Company 122 Section 10.05. Subrogation 122 Section 10.06. Stay of Acceleration 122 Exhibit A — Swing Line Loan Notice Exhibit B — Notice of Borrowing Exhibit C — Notice of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit E — Form of Extension of Termination Date Request Exhibit F — Assignment and Assumption Exhibit G — Form of Guaranty Exhibit H — Forms of Tax Compliance Certificates Schedule I — Initial Guarantors Schedule 1(a) — Commitments Schedule 1(b) — Mandatory Costs Schedule 1(c) — Existing Letters of Credit Schedule 4.11 — Significant Subsidiaries Schedule 5.01 — Internet Website Address Schedule 9.07 — Administrative Agent’s Office; Certain Addresses for Notices This Credit Agreement is entered into as of May 4, 2012, 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 (the “Co-Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and ▇▇▇▇▇ FARGO SECURITIES, LLC, as Documentation Agents.

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 122 65 Section 10.0411.04. Waiver by the Company 122 65 Section 10.0511.05. Subrogation 122 66 Section 10.0611.06. Stay of Acceleration 122 Exhibit A — Swing Line Loan Notice Exhibit B — Notice 66 Section 11.07. Continuing Guaranty 66 Section 12.01. Notices 66 Section 12.02. Waivers; Amendments 68 Section 12.03. Expenses; Indemnity; Damage Waiver 69 Section 12.04. Successors and Assigns 70 Section 12.05. Survival 72 Section 12.06. Counterparts; Integration; Effectiveness 72 Section 12.07. Severability 73 Section 12.08. Right of Borrowing Exhibit C — Notice Set-Off 73 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit E — Form of Extension of Termination Date Request Exhibit F — Assignment and Assumption Exhibit G — Form of Guaranty Exhibit H — Forms of Tax Compliance Certificates Process 73 Section 12.10. WAIVER OF JURY TRIAL 74 Section 12.11. Judgment Currency 74 Section 12.12. Headings 74 Section 12.13. Confidentiality 74 Section 12.14. USA Patriot Act Notification 75 Section 12.15. No Fiduciary Duty 75 Schedule I — Initial Guarantors Schedule 1(a) — Commitments Schedule 1(b) — 1.01 – Mandatory Costs Schedule 1(c) — 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 4.11 — Significant Subsidiaries 6.01 – Equipment Leases Schedule 5.01 — Internet Website Address Schedule 9.07 — 6.05 – Existing Restrictions Exhibit A – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Office; Certain Addresses for Notices This Credit Agreement is entered into Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate CREDIT AGREEMENT dated as of May 4July 16, 20122010 among CUMMINS INC., by and among LYONDELLBASELL INDUSTRIES N.V.CUMMINS LTD., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (the “Company”)CUMMINS POWER GENERATION LTD., LYB AMERICAS FINANCE COMPANY, a Delaware corporation (the “Co-Borrower” and, together with the CompanyCUMMINS GENERATOR TECHNOLOGIES LIMITED, the “Borrowers” and each, a “Borrower”)ELIGIBLE SUBSIDIARIES referred to herein, the various institutions from time to time LENDERS party to this Agreement hereto, JPMORGAN CHASE BANK, N.A., as LendersAdministrative Agent, Issuing Bank and Swingline Lender, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC.N.A., as Syndication AgentAgent and Swingline Lender, DEUTSCHE ING BANK AG NEW YORK N.V., DUBLIN BRANCH, as L/C IssuerCo-Documentation Agent and Swingline Lender, ▇▇▇▇▇▇▇ LYNCHand EXPORT DEVELOPMENT CANADA, PIERCEHSBC BANK USA, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED N.A. and DEUTSCHE THE ROYAL BANK SECURITIES INC.OF SCOTLAND PLC, as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and ▇▇▇▇▇ FARGO SECURITIES, LLC, as Co-Documentation Agents.. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement Reimbursement in Certain Circumstances 122 68 Section 10.049.04. Waiver by the Company 122 Parent Guarantor 68 Section 10.059.05. Subrogation 122 68 Section 10.069.06. Stay of Acceleration 122 68 Section 9.07. Scheme 68 MISCELLANEOUS Section 10.01. Notices 69 Section 10.02. Waivers; Amendments 70 Section 10.03. Expenses; Indemnity; Damage Waiver 71 Section 10.04. Successors and Assigns 73 Section 10.05. Survival 77 Section 10.06. Counterparts; Integration 77 Section 10.07. Severability 78 Section 10.08. Right of Setoff 78 Section 10.09. Governing Law; Jurisdiction; Consent to Service of Process 78 Section 10.10. WAIVER OF JURY TRIAL 79 Section 10.11. Waiver of Immunities 80 Section 10.12. Judgment Currency 80 Section 10.13. Headings 80 Section 10.14. Confidentiality 81 Section 10.15. Material Non-Public Information 82 Section 10.16. Interest Rate Limitation 82 Section 10.17. No Fiduciary Duty 83 Section 10.18. USA PATRIOT Act 83 SCHEDULES: Schedule 2.01 – Commitments Schedule 2.05 – Initial Issuing Banks Schedule 3.14 – Subsidiaries Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens EXHIBITS: Exhibit A — Swing Line Loan Notice Exhibit B — Notice of Borrowing Exhibit C — Notice of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit E — – Form of Extension of Termination Date Request Exhibit F — Assignment and Assumption Exhibit G — B – Form of Guaranty Parent Guarantor Supplement Exhibit H — Forms C – Form of Tax Compliance Certificates Schedule I — Initial Guarantors Schedule 1(a) — Commitments Schedule 1(b) — Mandatory Costs Schedule 1(c) — Existing Letters Secretary Certificate for Parent Guarantor Exhibit D – Form of Credit Schedule 4.11 — Significant Subsidiaries Schedule 5.01 — Internet Website Address Schedule 9.07 — Administrative Agent’s Office; Certain Addresses for Notices This Credit Agreement is entered into as of May 4Wachtell, 2012Lipton, 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 (the “Co-Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. Legal Opinion on Effective Date Exhibit E – Form of ▇▇▇▇▇▇ SECURITIES LLC▇▇▇ Legal Opinion on Effective Date CREDIT AGREEMENT dated as of March 25, CREDIT SUISSE SECURITIES 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (USA) LLCsociété anonyme), BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇ FARGO SECURITIES▇▇▇▇▇▇ ▇▇▇▇▇, LLCL-1724 Luxembourg, registered with the Luxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Documentation Agents.Administrative Agent, and, from the Effective Date, MALLINCKRODT PLC. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 122 64 Section 10.04. Waiver by the Company 122 64 Section 10.05. Subrogation 122 64 Section 10.06. Stay of Acceleration 122 64 ARTICLE 11 MISCELLANEOUS Section 11.01. Notices 64 Section 11.02. No Waivers 65 Section 11.03. Expenses; Indemnification 65 Section 11.04. Sharing of Set-offs 65 Section 11.05. Amendments and Waivers 66 Section 11.06. Successors and Assigns 67 Section 11.07. Designated Lenders 68 Section 11.08. Collateral 69 Section 11.09. Governing Law; Submission to Jurisdiction 69 PAGE Section 11.10. Counterparts; Integration 69 Section 11.11. WAIVER OF JURY TRIAL 70 Section 11.12. Judgment Currency 70 Section 11.13. USA Patriot Act 70 Pricing Schedule Commitment Schedule Schedule 1—Subsidiaries Schedule 2—Existing Debt Exhibit A — Swing Line Loan Notice Exhibit B — Notice of Borrowing Exhibit C — Notice of Continuation/Conversion Exhibit D-1 — Revolving A—Note Exhibit E — Form of Extension of Termination Date B—Competitive Bid Quote Request Exhibit F — C—Invitation for Competitive Bid Quotes Exhibit D—Competitive Bid Quote Exhibit E-1—Opinion of Counsel for the Borrower Exhibit E-2—Opinion of the General Counsel of the Borrower Exhibit F—Opinion of Special Counsel for the Administrative Agent and the Arrangers Exhibit G—Election to Participate Exhibit H—Election to Terminate Exhibit I—Opinion of Counsel for an Eligible Subsidiary Exhibit J—Assignment and Assumption Agreement Exhibit G — Form K—Designation Agreement AGREEMENT dated as of Guaranty Exhibit H — Forms of Tax Compliance Certificates Schedule I — Initial Guarantors Schedule 1(a) — Commitments Schedule 1(b) — Mandatory Costs Schedule 1(c) — Existing Letters of Credit Schedule 4.11 — Significant Subsidiaries Schedule 5.01 — Internet Website Address Schedule 9.07 — March 4, 2005 among UNIVERSAL HEALTH SERVICES, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent’s Office; Certain Addresses for Notices This Credit Agreement is entered into as of May 4, 2012, 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 (the “Co-Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC.N.A., as Syndication AgentAgent and ABN AMRO BANK N.V., DEUTSCHE SUNTRUST BANK AG NEW YORK BRANCHand WACHOVIA BANK, NATIONAL ASSOCIATION, as L/C Issuer, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and ▇▇▇▇▇ FARGO SECURITIES, LLC, as Co-Documentation Agents.. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 122 58 Section 10.0411.04. Waiver by the Company 122 Guarantor 58 Section 10.0511.05. Subrogation 122 58 Section 10.0611.06. Stay of Acceleration 122 Exhibit A — Swing Line Loan Notice Exhibit B — Notice 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Borrowing Exhibit C — Notice Subsidiary Guarantor 59 Section 12.01. Notices 60 Section 12.02. Waivers; Amendments 61 Section 12.03. Expenses; Indemnity; Damage Waiver 62 Section 12.04. Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit E — Form Set-off 67 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Extension of Termination Date Request Exhibit F — Assignment and Assumption Exhibit G — Form of Guaranty Exhibit H — Forms of Tax Compliance Certificates Process 67 Section 12.10. WAIVER OF JURY TRIAL 68 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.14. USA Patriot Act Notification 69 Schedule I — Initial Guarantors 1.01A – Pricing Schedule 1(a) — Commitments Schedule 1(b) — 1.01B – Mandatory Costs Schedule 1(c) — 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 4.11 — Significant 3.07 – Subsidiaries Schedule 5.01 — Internet Website Address 3.09(c) – Certain Agreements Schedule 9.07 — 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions Exhibit A – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Office; Certain Addresses for Notices This Credit Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement is entered into CREDIT AGREEMENT dated as of May 4December 1, 20122004 among CUMMINS INC., by and among LYONDELLBASELL INDUSTRIES N.V.CUMMINS ENGINE CO. LTD., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (the “Company”)CUMMINS POWER GENERATION LTD., LYB AMERICAS FINANCE COMPANY, a Delaware corporation (the “Co-Borrower” and, together with the CompanyNEWAGE INTERNATIONAL LIMITED, the “Borrowers” and each, a “Borrower”)ELIGIBLE SUBSIDIARIES referred to herein, the various institutions from time ORIGINAL SUBSIDIARY GUARANTORS referred to time herein, the LENDERS party to this Agreement as Lendershereto, BANK OF AMERICAJPMORGAN CHASE BANK, N.A. (“Bank of America”), formerly known as JPMorgan Chase Bank) as Administrative Agent, Swing Line Lender and L/C IssuerCITICORP USA, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, DEUTSCHE and BANK AG NEW YORK BRANCHOF AMERICA, as L/C IssuerN.A., ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED THE BANK OF NOVA SCOTIA and DEUTSCHE THE ROYAL BANK SECURITIES INCOF SCOTLAND plc., as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and ▇▇▇▇▇ FARGO SECURITIES, LLC, as Co-Documentation Agents.. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in In Certain Circumstances 122 134 Section 10.0411.04. Waiver by the By The Company 122 134 Section 10.0511.05. Subrogation 122 134 Section 10.0611.06. Stay of Acceleration 122 134 Exhibit A — Swing Line Loan Notice Exhibit B — Notice of Borrowing Exhibit C — Notice of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit D-3 — Term Note Exhibit E — Form of Extension of Termination Date Request Compliance Certificate Exhibit F — Assignment and Assumption Exhibit G — Form of Guaranty Agreement Exhibit H — Forms of Tax Compliance Certificates Schedule Designated Borrower Request and Assumption Agreement Exhibit I — Initial Guarantors Designated Borrower Notice Schedule 1(a) — Commitments Schedule 1(b) — Mandatory Costs Schedule 1(c) — Existing Letters of Credit Schedule 4.11 5.3 — Significant Contingent Liabilities Schedule 5.5 — Litigation Schedule 5.10(a) — Restricted Subsidiaries Schedule 5.01 5.10(b) — Internet Website Address Unrestricted Subsidiaries Schedule 9.07 5.17 — Capitalization Schedule 5.21 — Affiliate Transactions Schedule 6.13 — Existing Liens Schedule 6.15 — Permitted Investments Schedule 6.15(A) — Existing Investments in Non-Joint Ventures Schedule 10.8 — Administrative Agent’s Office; Certain Addresses for Notices This Amended and Restated Multicurrency Credit Agreement (this “Agreement”) is entered into as of May 4August 11, 20122011, by and among LYONDELLBASELL INDUSTRIES N.V.Cliffs Natural Resources Inc., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands an Ohio corporation (the “Company”), LYB AMERICAS FINANCE COMPANY, certain Foreign Subsidiaries of the Company that may become a Delaware corporation party hereto pursuant to Section 2.14 (the each a “Co-Designated Borrower” and, together with the Company, the “Borrowers” and eachand, each a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICABank of America, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC.JPMorgan Chase Bank, N.A., as Syndication Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as Agent and L/C Issuer, ▇▇▇▇▇▇▇ LYNCHLynch, PIERCEPierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets Inc. and DEUTSCHE BANK SECURITIES INC.U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANKFifth Third Bank and RBS Citizens, N.A., HSBC SECURITIES (USA) INC.as Co-Documentation Agents. The Company, ING BANK N.V. certain of the Lenders, the L/C Issuers and ▇▇▇▇▇ FARGO SECURITIES, LLCBank of America, as Documentation Agents.Administrative Agent, L/C Issuer and the Swing Line Lender, are party to the Existing Credit Agreement (such terms and other capitalized terms used in these preliminary statements being defined in Section 1.01 hereof). The Company has requested, and the Lenders have agreed to amend and restate the Existing Credit Agreement on the terms and conditions of this Agreement, and upon satisfaction of the conditions set forth herein, the provisions of the Existing Credit Agreement are being amended and restated in the form of this Agreement. In consideration of the mutual agreements set forth in this Agreement, the parties to this Agreement agree that the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 122 47 Section 10.049.04. Waiver by the Company 122 Guarantor 47 Section 10.059.05. Subrogation 122 47 Section 10.069.06. Stay of Acceleration 122 47 ARTICLE 10 Miscellaneous Section 10.01. Notices 47 Section 10.02. No Waivers 48 Section 10.03. Expenses; Indemnification 48 Section 10.04. Sharing of Set-offs 48 Section 10.05. Amendments and Waivers 49 Section 10.06. Successors and Assigns 49 Section 10.07. Governing Law; Submission to Jurisdiction 51 Section 10.08. Counterparts; Integration 51 Section 10.09. WAIVER OF JURY TRIAL 52 Section 10.10. Confidentiality 52 Section 10.11. No Reliance on Margin Stock 52 Section 10.12. Co-Lead Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents 52 Section 10.13. Payments Set Aside 52 Section 10.14. USA Patriot Act Notice 52 Commitment Schedule Schedule 4.05 — Litigation Schedule 4.07 — Environmental Matters Schedule 5.07 — Existing Liens Schedule 5.12 — Existing Debt Schedule 5.13 — Existing Investments Exhibit A — Swing Line Loan Notice Note Exhibit B — Security and Pledge Agreement Exhibit C — Term Loan Addendum Exhibit D — Opinions of Counsel for the Loan Parties Exhibit E — Assignment and Assumption Agreement Exhibit F — Notice of Borrowing Exhibit C — Notice of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit E — Form of Extension of Termination Date Request Exhibit F — Assignment and Assumption Exhibit G — Form of Guaranty Exhibit H — Forms of Tax Compliance Certificates Schedule I — Initial Guarantors Schedule 1(a) — Commitments Schedule 1(b) — Mandatory Costs Schedule 1(c) — Existing Letters of Credit Schedule 4.11 — Significant Subsidiaries Schedule 5.01 — Internet Website Address Schedule 9.07 — Administrative Agent’s Office; Certain Addresses for Notices This Credit Agreement is entered into iii CREDIT AGREEMENT AGREEMENT dated as of May 4February 5, 20122004 among QWEST SERVICES CORPORATION, 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 (the “Co-Borrower” and, together with the CompanyQWEST COMMUNICATIONS INTERNATIONAL INC., the “Borrowers” LENDERS listed on the signature pages hereof and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICA, N.A. (“Bank of America”)N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, CITIBANK, N.A., HSBC SECURITIES (USA) INC., ING BANK N.V. and ▇▇▇▇▇ FARGO SECURITIES, LLC, as Documentation Agents.

Discharge Only Upon Payment In Full. Reinstatement in In Certain Circumstances 122 Section 10.04. 72 SECTION 9.04 Waiver by the Company 122 Section 10.05. 72 SECTION 9.05 Subrogation 122 Section 10.06. Stay 73 ARTICLE X MISCELLANEOUS 73 SECTION 10.01 Notices 73 SECTION 10.02 No Waivers 74 SECTION 10.03 Expenses; Indemnification; Non-Liability of Acceleration 122 Exhibit A — Swing Line Loan Notice Exhibit B — Notice Banks 74 SECTION 10.04 Sharing of Borrowing Exhibit C — Notice Payments 75 SECTION 10.05 Amendments and Waivers 75 SECTION 10.06 Successors and Assigns 76 SECTION 10.07 Collateral 77 SECTION 10.08 New York Law 77 SECTION 10.09 Judicial Proceedings 77 SECTION 10.10 Counterparts; Integration; Headings 78 SECTION 10.11 Confidentiality 78 SECTION 10.12 WAIVER OF JURY TRIAL 79 SECTION 10.13 Joinder and Termination of Continuation/Conversion Exhibit D-1 — Revolving Note Exhibit E — Form Subsidiary Account Party 79 SECTION 10.14 USA PATRIOT Act 80 SECTION 10.15 No Fiduciary Duty 81 SECTION 10.16 Acknowledgement and Consent to Bail-In of Extension of Termination Date Request Exhibit F — Assignment and Assumption Exhibit G — Form of Guaranty Exhibit H — Forms of Tax Compliance Certificates EEA Financial Institutions 81 SECTION 10.17 Unenforceability 82 SECTION 10.18 Electronic Execution 82 Schedule I — Initial Guarantors Schedule 1(a) — Commitments Schedule 1(b) — Mandatory Costs Schedule 1(c) — II Continued Existing Letters of Credit Schedule 4.11 — Significant III Restricted Subsidiaries Schedule 5.01 — Internet Website Address Schedule 9.07 — Administrative Agent’s Office; Certain Addresses for Notices This Credit Agreement is entered into as IV Existing Instruments EXHIBIT A Form of May 4, 2012, by and among LYONDELLBASELL INDUSTRIES N.V., a naamloze vennootschap (a public limited liability company) formed under Note EXHIBIT B Opinion of Counsel of the laws Company EXHIBIT C Opinion of The Netherlands (the “Company”), LYB AMERICAS FINANCE COMPANY, a Delaware corporation (the “Co-Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), the various institutions from time to time party to this Agreement as Lenders, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, and ▇.▇. ▇▇▇▇▇▇ SECURITIES LLCLLP, Special New York Counsel to the Administrative Agent EXHIBIT D Form of Assignment and Assumption EXHIBIT E Form of Confirming Bank Agreement EXHIBIT F Form of Subsidiary Joinder Agreement EXHIBIT G Subsidiary Termination Notice CREDIT SUISSE SECURITIES (USA) LLCAGREEMENT dated as of July 31, BARCLAYS 2019 among: LINCOLN NATIONAL CORPORATION, the SUBSIDIARY ACCOUNT PARTIES party hereto, the BANKS party hereto and BANK PLC, CITIBANKOF AMERICA, N.A., HSBC SECURITIES (USA) INC.as Administrative Agent. The Account Parties have requested that the Banks issue letters of credit for their account and make loans to them in an aggregate face or principal amount not exceeding $2,250,000,000 at any one time outstanding, ING BANK N.V. and ▇▇▇▇▇ FARGO SECURITIESthe Banks are prepared to issue such letters of credit and make such loans upon the terms and conditions hereof. Accordingly, LLC, the parties hereto agree as Documentation Agents.follows: