WITNESSETH: ----------Pledge Agreement • January 20th, 2004 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
AGREEMENTShare Purchase Agreement • November 14th, 2003 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers
WHEREAS, the parties hereto deem it desirable and in their respective best interests to enter into this Agreement and for the Assignor to assign, transfer and convey all of its rights and obligations under the agreements listed on Schedule I hereto as...Assignment and Assumption Agreement • March 16th, 2001 • RPP Capital Corp • New York
RESOLUTION PERFORMANCE PRODUCTS INC., RESOLUTION PERFORMANCE PRODUCTS LLC, RPP CAPITAL CORPORATION, RESOLUTION NEDERLAND B.V., VARIOUS LENDING INSTITUTIONS, SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS...Credit Agreement • March 16th, 2001 • RPP Capital Corp • New York
PLEDGE AGREEMENT dated as of August 10, 2001, between Jeffrey M. Nodland (the "Pledgor") and RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the "Company"). The Pledgor and Resolution Performance Products Inc., a Delaware...Pledge Agreement • November 14th, 2001 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
RESOLUTION PERFORMANCE PRODUCTS LLC and RPP CAPITAL CORPORATION, as Issuers, and THE BANK OF NEW YORK, as Trustee --------------- INDENTURE --------------- Dated as of December 22, 2003RPP Capital Corp • January 20th, 2004 • Plastic materials, synth resins & nonvulcan elastomers • New York
RESOLUTION PERFORMANCE PRODUCTS LLC and RPP CAPITAL CORPORATION, as Issuers, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURERPP Capital Corp • April 25th, 2003 • Plastic materials, synth resins & nonvulcan elastomers • New York
AGREEMENT -----------------------------------Agreement • March 16th, 2001 • RPP Capital Corp • England
EMPLOYMENT AGREEMENT dated as of the Commencement Date (this "Agreement"), by and --------- between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the "Company") ------- and MARVIN O. SCHLANGER ("Executive"). ---------...Employment Agreement • March 16th, 2001 • RPP Capital Corp • Delaware
SEPARATION AGREEMENT dated as of March 9, 2001 (this "Agreement"), --------- among RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation ("Parent"), RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the "Employer") and...Separation Agreement • March 16th, 2001 • RPP Capital Corp • Texas
FIFTH AMENDMENT ---------------Credit Agreement • January 20th, 2004 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
Exhibit 4.3 ----------- REGISTRATION RIGHTS AGREEMENT Dated November 14, 2000Registration Rights Agreement • March 16th, 2001 • RPP Capital Corp • New York
betweenRegistration Rights Agreement • January 20th, 2004 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of December 18, 2002, between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company ("RPP LLC"), and RPP...Registration Rights Agreement • January 14th, 2003 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
EXHIBIT 10.1 FIRST AMENDMENTFirst Amendment • November 7th, 2001 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
WITNESSETH: ----------Security Agreement • January 20th, 2004 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
FOURTH AMENDMENTFourth Amendment • April 25th, 2003 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
Exhibit 3.3 ----------- AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHELL EPOXY RESINS LLC ---------------------- This Amended and Restated Limited Liability Company Agreement (this "AGREEMENT") of SHELL EPOXY RESINS LLC, dated and...Limited Liability Company Agreement • March 16th, 2001 • RPP Capital Corp • Delaware
MANAGEMENT CONSULTING AGREEMENT dated as of November 14, 2000, between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware corporation (the "Company"), and ------- APOLLO MANAGEMENT IV, L.P., a Delaware limited partnership ("Apollo"). ------ The Company...Management Consulting Agreement • March 16th, 2001 • RPP Capital Corp • New York
FIRST AMENDED AND RESTATED PERNIS SITE SERVICES, UTILITIES, MATERIALS AND FACILITIES AGREEMENT --------------------------------------Facilities Agreement • March 16th, 2001 • RPP Capital Corp • England
AMENDED AND RESTATED AGREEMENT OF SUB-LEASE (PERNIS)RPP Capital Corp • March 16th, 2001
EMPLOYMENT AGREEMENT dated as of July 16, 2001 (this "Agreement"), by and between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware corporation (the "Company") and JEFFREY M. NODLAND ("Executive"). In order to induce Executive to accept employment with...Employment Agreement • November 14th, 2001 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
2. Scope of Services and Additional Services. SERVICE PROVIDER or its ----------------------------------------- Affiliates will furnish to SER the services described in Exhibit A to this --------- Agreement. The services described in Exhibit A, as it...Interim Agreement • March 16th, 2001 • RPP Capital Corp • England
Exhibit 10.11 ENVIRONMENTAL AGREEMENT ----------------------- This Environmental Agreement ("AGREEMENT") dated this 1st day of November, 2000, is made between Shell Oil Company, a Delaware corporation ("SELLER"), and Shell Epoxy Resins, Inc., LLC, a...Environmental Agreement • March 16th, 2001 • RPP Capital Corp • Delaware
EXHIBIT 10.53 AMENDED AND RESTATED US SECURITY AGREEMENTUs Security Agreement • April 25th, 2003 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
WITNESSETH: ----------Intercreditor Agreement • January 20th, 2004 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
ContractEmployment Agreement • September 16th, 2004 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
EMPLOYMENT AGREEMENT dated as of September 11, 2004 (this “Agreement”), by and between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the “Company”) and LAYLE K. SMITH (“Executive”).
Exhibit 10.14 INTELLECTUAL PROPERTY TRANSFER AND LICENSE AGREEMENT CONTRIBUTION AGREEMENT BETWEEN (1) SHELL INTERNATIONALE RESEARCH MAATSCHAPPIJ B.V.Intellectual Property Transfer And • March 16th, 2001 • RPP Capital Corp
SHELL EPOXY RESINS LLC ---------------------------------- FIRST AMENDED AND RESTATED DEER PARK SITE SERVICES, UTILITIES, MATERIALS AND FACILITIES AGREEMENT ----------------------------------And Facilities Agreement • March 16th, 2001 • RPP Capital Corp • Texas
2. Scope of Services and Additional Services. SERVICE PROVIDER or its ----------------------------------------- Affiliates will furnish to SER the services described in Exhibit A to this --------- Agreement. The services described in Exhibit A, as it...Interim Agreement • March 16th, 2001 • RPP Capital Corp • New York
ContractRPP Capital Corp • December 15th, 2003 • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT NO. 4, dated November 24, 2003 (this “Amendment”), to the Employment Agreement dated November 14, 2000, as amended by Amendment No. 1 thereto dated March 15, 2002, Amendment No. 2 dated January 1, 2003 and Amendment No. 3 dated February 17, 2003 (the “Employment Agreement”), by and between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the “Company”) and MARVIN O. SCHLANGER (“Executive”).
SOC RESINSMaster Sale Agreement • March 16th, 2001 • RPP Capital Corp
SECOND AMENDMENTSecond Amendment • August 14th, 2002 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND AMENDMENT (this "Amendment"), dated as of June 20, 2002, among RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation ("Holdings"), RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company ("RPP USA"), RPP CAPITAL CORPORATION, a Delaware corporation ("US Finance Corp." and, together with RPP USA, the "US Borrowers" and each, a "US Borrower"), RESOLUTION NEDERLAND B.V., a company organized under the laws of The Netherlands (the "Dutch Borrower" and, together with the US Borrowers, the "Borrowers" and each, a "Borrower"), the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
ContractRPP Capital Corp • February 12th, 2003 • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT NO. 1, dated as of January 1, 2003 (this “Amendment”), to the Employment Agreement dated July 16, 2001 (the “Employment Agreement”), by and between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the “Company”) and JEFFREY M. NODLAND (“Executive”).
US GUARANTYUs Guaranty • January 28th, 2005 • RPP Capital Corp • Plastic materials, synth resins & nonvulcan elastomers
This US GUARANTY (this “US Guaranty”), dated as of January , 2005, by and among the Guarantors identified as such on the signature page hereof (each, a “Guarantor” and collectively, “Guarantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as agent (in such capacity, “US Agent”) for itself and the US Lenders and the Collateral Agent (as such terms are defined in the Credit Agreement hereinafter defined) from time to time signatory to the Credit Agreement.
