Standard Contracts
CREDIT AGREEMENT Dated as of February 11, 2011 among KRATON POLYMERS LLC, as Borrower, KRATON PERFORMANCE POLYMERS, INC., as Guarantor, CERTAIN SUBSIDIARIES OF KRATON POLYMERS LLC IDENTIFIED HEREIN, as additional Guarantors, BANK OF AMERICA, N.A., as...Credit Agreement • February 15th, 2011 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledFebruary 15th, 2011 Company Industry JurisdictionThis CREDIT AGREEMENT is entered into as of February 11, 2011 among KRATON PERFORMANCE POLYMERS, INC. (formerly known as Polymer Holdings LLC), a Delaware corporation, as a Guarantor (as defined herein), KRATON POLYMERS LLC, a Delaware limited liability company, as Borrower, the other Guarantors, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT by and among Kraton Polymers LLC Kraton Polymers Capital Corporation Kraton Performance Polymers, Inc. Elastomers Holdings LLC Kraton Polymers U.S. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse...Registration Rights Agreement • February 15th, 2011 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledFebruary 15th, 2011 Company Industry JurisdictionThis Registration Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2011, by and among Kraton Polymers LLC, a Delaware limited liability company (the “Company”), Kraton Polymers Capital Corporation, a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), Kraton Performance Polymers, Inc., Elastomers Holdings LLC and Kraton Polymers U.S. LLC (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and Macquarie Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 6.75% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Secur
AMENDED AND RESTATED EMPLOYMENT AGREEMENT STEPHEN W. DUFFYEmployment Agreement • March 15th, 2010 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledMarch 15th, 2010 Company Industry JurisdictionAMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 8, 2009 (the “Restatement Date”) by and between Polymer Holdings LLC (“Parent”), a Delaware limited liability company, KRATON Polymers LLC, (“KRATON” or the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Parent, and Stephen W. Duffy (“Executive”).
OPTION GRANT AGREEMENTOption Grant Agreement • December 6th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledDecember 6th, 2005 Company Industry JurisdictionThis OPTION GRANT AGREEMENT, made as of the 1st day of December, 2005 between TJ Chemical Holdings LLC (the “Company”) and Steven Demetriou (the “Participant”).
PROFITS UNIT AWARD AGREEMENTProfits Unit Award Agreement • December 22nd, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledDecember 22nd, 2006 Company Industry JurisdictionPROFITS UNIT AWARD AGREEMENT (“Agreement”) dated as of October 6, 2006 (the "Date of Grant”), by and between Kraton Management LLC, a Delaware limited liability company (the “Company”) and Nicholas G. Dekker (the “Participant”). Unless the context otherwise provides, capitalized terms not defined herein shall have the meanings ascribed to them in the Limited Liability Company Operating Agreement of Kraton Management LLC, as amended from time to time (the “Management LLC Agreement”).
KRATON POLYMERS LLC KRATON POLYMERS CAPITAL CORPORATION and each of the Guarantors party hereto 8.125% SENIOR SUBORDINATED NOTES DUE 2014Indenture • April 1st, 2005 • Kraton Polymers LLC • New York
Contract Type FiledApril 1st, 2005 Company JurisdictionINDENTURE dated as of December 23, 2003 among KRATON Polymers LLC, a Delaware limited liability company (the “Company”), KRATON Polymers Capital Corporation, a Delaware corporation (“Co-Issuer,” and together with the Company, the “Issuers”), the Guarantors (as defined) and Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”).
AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 15th, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledMay 15th, 2006 Company Industry JurisdictionAMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is dated as of May 12, 2006 (the “Fourth Amendment Effective Date”), among KRATON Polymers LLC, a Delaware limited liability company (“Company”), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent (“Agent”).
KRATON Polymers LLC KRATON Polymers Capital Corporation unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I heretoExchange and Registration Rights Agreement • April 1st, 2005 • Kraton Polymers LLC • New York
Contract Type FiledApril 1st, 2005 Company JurisdictionKRATON Polymers LLC, a Delaware limited liability company (the “Company”) and KRATON Polymers Capital Corporation, a Delaware corporation (“KRATON Capital” and together with the Company, the “Issuers”) propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8.125% Senior Subordinated Notes due 2014, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RESTRICTED UNIT AWARD GRANT AGREEMENTRestricted Unit Award Grant Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware
Contract Type FiledApril 1st, 2005 Company JurisdictionTHIS RESTRICTED UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 10th day of September, 2004 between KRATON Polymers LLC (the “Company”) and Dave Bradley (the “Participant”).
PLEDGE AGREEMENTPledge Agreement • February 15th, 2011 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledFebruary 15th, 2011 Company Industry JurisdictionTHIS PLEDGE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement” or the “Agreement”), dated as of February 11, 2011, is by and among Kraton Polymers LLC, a Delaware limited liability company (the “Borrower”), Kraton Performance Polymers, Inc. (formerly known as Polymer Holdings LLC.), a Delaware corporation (“Holdings”) and the other parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually, a “Pledgor” and collectively, the “Pledgors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity together with its successors and assigns, the “Collateral Agent”) for the holders of the Secured Obligations referenced below.
FIRST AMENDED AND RESTATED OPERATION AND MAINTENANCE SERVICES AGREEMENTOperation and Maintenance Services Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • England
Contract Type FiledJuly 15th, 2005 Company Industry Jurisdiction
Amendment to No. 2 to the Employment AgreementEmployment Agreement • April 12th, 2007 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledApril 12th, 2007 Company IndustryWHEREAS, KRATON Polymers LLC (the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC and Kevin Fogarty (the “Executive”) are parties to an Employment Agreement dated November 9, 2005 (the “Employment Agreement”),
NOTIONAL UNIT AWARD GRANT AGREEMENTNotional Unit Award Grant Agreement • December 22nd, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledDecember 22nd, 2006 Company Industry JurisdictionTHIS NOTIONAL UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 30th day of November 2006, between Kraton Polymers LLC (the “Company”) and Nicholas G. Dekker (the “Participant’).
INDEMNITY AGREEMENTIndemnification Agreement • June 2nd, 2010 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledJune 2nd, 2010 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June , 2010, by and between Kraton Performance Polymers, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CONTRIBUTION AGREEMENT BETWEENContribution Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledJuly 15th, 2005 Company Industrya company incorporated under the laws of the Netherlands and having its registered office at 30 Carel van Bylandtlaan, The Hague, the Netherlands (hereinafter referred to as “SIRM”)
SEPARATION AGREEMENT AND GENERAL RELEASE AND WAIVERSeparation Agreement • October 27th, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Texas
Contract Type FiledOctober 27th, 2006 Company Industry JurisdictionThis Separation Agreement and General Release and Waiver (this “Agreement”) is made as of October 26, 2006, between KRATON Polymers LLC (the “Company”), and Raymond Guba (the “Employee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among RIPPLEWOOD CHEMICAL HOLDING LLC, KRATON POLYMERS LLC, POLYMER HOLDINGS LLC and POLYMER ACQUISITION LLC Dated as of November 5, 2003, As amended and restated on December 23, 2003Agreement and Plan of Merger • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledJuly 15th, 2005 Company Industry JurisdictionThis Amended and Restated Agreement and Plan of Merger, dated as of November 5, 2003, and as amended and restated on December 23, 2003 (hereinafter this “Agreement”), is made between Ripplewood Chemical Holding LLC, a Delaware limited liability company (“Seller”), KRATON Polymers LLC, a Delaware limited liability company (“KRATON”), Polymer Holdings LLC (formerly TPG Polymer Holdings, LLC), a Delaware limited liability company (“Buyer”), and Polymer Acquisition LLC (formerly TPG Polymer Acquisition, LLC), a Delaware limited liability company (“Merger Sub”).
STYRENE SALES CONTRACT Dated AUGUST 30, 1999Sales Contract • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Texas
Contract Type FiledJuly 15th, 2005 Company Industry Jurisdiction
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELASTOMERS HOLDINGS LLCLimited Liability Company Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware
Contract Type FiledApril 1st, 2005 Company JurisdictionThis Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ELASTOMERS HOLDINGS LLC (the “Company”) dated and effective as of February 28, 2001, is entered into by RK Polymers LLC, a Delaware limited liability company, as the sole member (the “Member”).
CONTRIBUTION AGREEMENT BETWEENContribution Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledJuly 15th, 2005 Company Industry Jurisdictiona company incorporated under the laws of the State of Delaware, United States of America, and having an office at One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 (hereinafter referred to as “SOC”)
TRIPARTITE AGREEMENTTripartite Agreement • April 12th, 2007 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledApril 12th, 2007 Company IndustryOn December 12, 2001, Kraton Polymers France and Mr. Dekker entered into an employment contract (the “French Contract”) pursuant to which Mr. Dekker was entrusted with duties of Finance Manager Europe.
AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELASTOMER HOLDINGS LLCLimited Liability Company Agreement • April 1st, 2005 • Kraton Polymers LLC
Contract Type FiledApril 1st, 2005 CompanyThis Amended Limited Liability Company Agreement (this “Agreement”) of ELASTOMER HOLDINGS LLC (the “Company”) dated and effective as of March 1, 2001, is entered into by KRATON Polymers LLC (formerly Ripplewood Chemical Acquisition LLC and RK Polymers LLC), a Delaware limited liability company, as the sole member (the “Member”).
EMPLOYMENT AGREEMENT DAVE BRADLEYEmployment Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware
Contract Type FiledApril 1st, 2005 Company JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 8, 2004 by and between KRATON Polymers LLC, (“KRATON”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC (“Parent”), a Delaware limited liability company and Dave Bradley (the “Executive”).
EMPLOYMENT AGREEMENT ROBERT NEWMANEmployment Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware
Contract Type FiledApril 1st, 2005 Company JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 18, 2004 by and between KRATON Polymers LLC, (“KRATON”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC (“Parent”), a Delaware limited liability company and Robert Newman (the “Executive”).
August 30, 2004 Mr. Gary M. SpitzSeparation Agreement • April 1st, 2005 • Kraton Polymers LLC
Contract Type FiledApril 1st, 2005 Company
AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • December 21st, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledDecember 21st, 2006 Company Industry JurisdictionAMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of December 15, 2006, among Kraton Polymers LLC, a Delaware limited liability company (“Company”), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent (“Agent”).
AMENDMENT NUMBER EIGHT (# 8) TO ISOPRENE SALES CONTRACTIsoprene Sales Contract • September 15th, 2009 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledSeptember 15th, 2009 Company IndustryThis Amendment (“Amendment”) Number Eight (# 8) is entered into and effective this 10th day of September, 2009, by and between Shell Chemical LP (“Seller”) and Kraton Polymers U.S. LLC, f/k/a Shell Elastomers LLC (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party” and collectively as the “Parties.”
NOTIONAL UNIT AWARD GRANT AGREEMENTNotional Unit Award Grant Agreement • November 14th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Contract Type FiledNovember 14th, 2005 Company Industry JurisdictionTHIS NOTIONAL UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 24th day of October, 2005 between KRATON Polymers LLC (the “Company”) and Raymond Guba (the “Participant’).
SHELL CHIMIE S.A. and KRATON POLYMERS FRANCE S.A.S.Site Services, Utilities, Materials and Facilities Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • England
Contract Type FiledJuly 15th, 2005 Company Industry Jurisdiction
Amendment No. 1 to the Employment AgreementEmployment Agreement • December 21st, 2007 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledDecember 21st, 2007 Company IndustryWHEREAS, Kraton Polymers LLC (the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC, and Nicholas G. Dekker (the “Executive”) are parties (the “Parties”) to the Employment Agreement dated as of April 9, 2007 (the “Employment Agreement”),
AMENDMENT NUMBER FIVE (# 5) TO ISOPRENE SALES CONTRACTIsoprene Sales Contract • July 1st, 2009 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledJuly 1st, 2009 Company IndustryThis Amendment (“Amendment”) Number Five (# 5) is entered into and effective this 26th day of June, 2009, by and between Shell Chemical LP (“Seller”) and Kraton Polymers U.S. LLC, f/k/a Shell Elastomers LLC (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 15th, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York
Contract Type FiledMay 15th, 2006 Company Industry JurisdictionAMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of February 16, 2006, among Kraton Polymers LLC, a Delaware limited liability company (“Company”), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent (“Agent”).
Form of Amendment No. 2 to the Employment AgreementEmployment Agreement • December 22nd, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledDecember 22nd, 2006 Company IndustryWHEREAS, Kraton Polymers LLC (the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC and (the “Executive”) are parties to an Employment Agreement dated (the “Employment Agreement”),
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DAVID A. BRADLEYEmployment Agreement • November 12th, 2010 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers
Contract Type FiledNovember 12th, 2010 Company IndustryThis First Amendment (the “First Amendment”) to that certain Amended and Restated Employment Agreement (the “Agreement”) dated effective as of December 8, 2009 by and among Kraton Performance Polymers, Inc. (f/k/a Polymer Holdings LLC) (the “Parent”), a Delaware corporation, Kraton Polymers LLC (“Kraton,” or the “Company”), a Delaware limited liability company and wholly-owned subsidiary of the Parent, and David A. Bradley (“Executive”) is entered into effective as of October 12, 2010. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASE AND WAIVERSeparation Agreement • April 1st, 2005 • Kraton Polymers LLC • Texas
Contract Type FiledApril 1st, 2005 Company JurisdictionThis Separation Agreement and General Release and Waiver (this “Agreement”) is made as of October 21 , 2004, between KRATON Polymers LLC (the “Company”), and Garret Davies (the “Employee”).