REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2010 • TPC Group Inc. • Industrial organic chemicals • New York
This REGISTRATION RIGHTS AGREEMENT dated October 5, 2010 (the “Agreement”) is entered into by and among TPC Group LLC, a Texas limited liability company (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”), for whom Deutsche Bank Securities Inc. is acting as representative (the “Representative”).
AGREEMENT AND PLAN OF MERGER among TPC GROUP INC., SAWGRASS HOLDINGS INC. and SAWGRASS MERGER SUB INC. Dated August 24, 2012Merger Agreement • August 27th, 2012 • TPC Group Inc. • Industrial organic chemicals • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated August 24, 2012, is by and among TPC Group Inc., a Delaware corporation (the “Company”), Sawgrass Holdings Inc., a Delaware corporation (“Parent”), and Sawgrass Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
TPC GROUP LLC, as Company and the Guarantors named herein 8 1 /4% Senior Secured Notes due 2017 INDENTURE Dated as of October 5, 2010 WILMINGTON TRUST COMPANY, as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent, Paying Agent,...Indenture • October 12th, 2010 • TPC Group Inc. • Industrial organic chemicals • New York
INDENTURE dated as of October 5, 2010 among TPC GROUP LLC, a Texas limited liability company (the “Company”), the Guarantors, WILMINGTON TRUST COMPANY, as trustee (in such capacity, the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, the “Collateral Agent”) and paying agent, registrar and authentication agent (in such capacity, the “Authentication Agent”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among TPC GROUP LLC, and TEXAS BUTYLENE CHEMICAL CORPORATION and THE OTHER BORROWERS NAMED HEREIN, as Borrowers, TPC GROUP LLC, as Funds Administrator, VARIOUS LENDING INSTITUTIONS, DEUTSCHE BANK TRUST...Revolving Credit Agreement • May 3rd, 2010 • TPC Group Inc. • Industrial organic chemicals • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of April 29, 2010 and is made by and among TPC Group LLC, a Texas limited liability company (“Company”), Texas Butylene Chemical Corporation, a Texas corporation (“Texas Butylene” and together with Company, the “Borrowers” with Company acting in its capacity as Funds Administrator for the Borrowers), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) and collateral agent (“Collateral Agent”) for the Lenders, and Deutsche Bank Trust Company Americas and Wells Fargo Capital Finance, LLC, each a Co-Collateral Agent (as defined herein).
TERM LOAN AGREEMENT among TEXAS PETROCHEMICALS LP, VARIOUS LENDING INSTITUTIONS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent Dated as of June 27, 2006 with CREDIT SUISSE SECURITIES (USA) LLC as Syndication Agent Arranged by...Term Loan Agreement • January 8th, 2010 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York
THIS TERM LOAN AGREEMENT is dated as of June 27, 2006 and is made by and among Texas Petrochemicals LP, a Texas limited partnership (“Company”), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for the Lenders.
ASSET PURCHASE AGREEMENT by and among TEXAS PETROCHEMICALS LP, PURCHASER and HUNTSMAN PETROCHEMICAL CORPORATION and HUNTSMAN FUELS, L.P., SELLERS As of April 5, 2006Asset Purchase Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 5, 2006, is made and entered into by and among Texas Petrochemicals LP, a Texas limited partnership (“Purchaser”), and Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”) and Huntsman Fuels, L.P., a Texas limited partnership (“Huntsman Fuels”, and together with Huntsman Petrochemical the “Sellers” and, each individually, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Luis Batiz, the undersigned individual (“Batiz”), to be effective as of March 19, 2007 (the “Effective Date”).
Texas Petrochemicals Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 24th, 2011 • TPC Group Inc. • Industrial organic chemicals • Texas
AWARD AGREEMENT (the “Agreement”), effective as of [ ], 2011 (the “Grant Date”) between TPC Group Inc. (formerly Texas Petrochemicals Inc.) (the “Company”), and (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Paula S. Sharp, the undersigned individual (“Sharp”) to be effective as of January 8, 2007 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Christopher A. Artzer, the undersigned individual (“Artzer”) to be effective as of July 1, 2006 (the “Effective Date”).
JOINDER TO CREDIT AGREEMENTJoinder to Credit Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York
THIS JOINDER TO CREDIT AGREEMENT (this "Agreement"), dated as of March 28, 2008, is by and among TEXAS PETROCHEMICALS LP, a Texas limited partnership ("Company"), TEXAS BUTYLENE CHEMICAL CORPORATION, a Texas corporation (“Texas Butylene” and together with the Company, the "Borrowers"), the financial institutions signatory hereto in their capacity as Additional Commitment Lenders under and as defined in the Credit Agreement (as defined below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders under and as defined in the Credit Agreement ("Administrative Agent"), with Deutsche Bank Securities Inc., as Lead Arranger for the Revolver Increase referenced herein.
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Russell T. Crockett, Jr., the undersigned individual (“Crockett”) to be effective as of September 2, 2008 (the “Effective Date”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of February 10, 2009 (this “Agreement”), is made by and among Texas Petrochemicals LLC, a Texas limited liability company (“Company”) and Texas Butylene Chemical Corporation, a Texas corporation (“Texas Butylene” and, together with Company, each individually referred to herein as a “Borrower” and collectively as “Borrowers”), and each of the undersigned Lenders.
Texas Petrochemicals Inc. Performance Share Award AgreementPerformance Share Award Agreement • May 24th, 2011 • TPC Group Inc. • Industrial organic chemicals • Texas
AWARD AGREEMENT (the “Agreement”), effective as of [ ], 2011 (the “Grant Date”) between TPC Group Inc. (formerly Texas Petrochemicals Inc.) (the “Company”), and (the “Grantee”).
TPC GROUP LLC FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 4th, 2010 • TPC Group Inc. • Industrial organic chemicals • New York
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”) is dated as of June 4, 2010 and entered into by and among TPC Group LLC, a Texas limited liability company (“Company”), the financial institutions listed on the signature pages hereof and executing this First Amendment (“Lenders”) and Deutsche Bank Trust Company Americas, as administrative agent for Lenders (“Administrative Agent”) and is made with reference to that certain Term Loan Agreement dated as of June 27, 2006 (the “Credit Agreement”), by and among Company, Lenders (as defined in the Credit Agreement) and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Ruth I. Dreessen, the undersigned individual (“Dreessen”) to be effective as of July 1, 2006 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Charles W. Shaver, the undersigned individual (“Shaver”) to be effective as of July 1, 2006 (the “Effective Date”).
JOINDER TO CREDIT AGREEMENTJoinder to Credit Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York
THIS JOINDER TO CREDIT AGREEMENT (this “Agreement”), dated as of March 28, 2008, is by and among TEXAS PETROCHEMICALS LP, a Texas limited partnership (“Company”), TEXAS BUTYLENE CHEMICAL CORPORATION, a Texas corporation (“Texas Butylene” and together with the Company, the “Borrowers”), the financial institutions signatory hereto in their capacity as Additional Commitment Lenders under and as defined in the Credit Agreement (as defined below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders under and as defined in the Credit Agreement (“Administrative Agent”), with Deutsche Bank Securities Inc., as Lead Arranger for the Revolver Increase referenced herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2011 • TPC Group Inc. • Industrial organic chemicals • Texas
EXECUTIVE EMPLOYMENT AGREEMENT, dated as of the Effective Date specified below (this “Agreement”) by and between TPC Group Inc., a Delaware corporation (the “Company”), and Michael T. McDonnell (the “Executive”).
Texas Petrochemicals Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 28th, 2011 • TPC Group Inc. • Industrial organic chemicals • Texas
AWARD AGREEMENT (the “Agreement”), effective as of March 25, 2011 (the “Grant Date”) between TPC Group Inc. (formerly Texas Petrochemicals Inc.) (the “Company”), and Michael T. McDonnell (the “Grantee”).
INVESTMENT AGREEMENT dated as of February 28, 2004 by and among TEXAS PETROCHEMICALS LP CASTLERIGG MASTER INVESTMENTS, LTD. and RCG CARPATHIA MASTER FUND, LTD.Investment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • New York
THIS INVESTMENT AGREEMENT is made as of February 28, 2004, by and among Texas Petrochemicals LP, a Texas limited partnership (the “Company”), Castlerigg Master Investments, Ltd. (together with any designated wholly-owned affiliate of Sandell Asset Management Corp. or Castlerigg Master Investments, Ltd., “Sandell”), and RCG Carpathia Master Fund, Ltd. or any wholly-owned designated affiliate of Ramius Capital Group, LLC (together with any wholly-owned designated affiliate of Ramius Capital Group LLC, “Ramius” and, together with Sandell, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used in this Agreement are defined in Section 10 hereof.
ASSET PURCHASE AGREEMENT by and among TEXAS PETROCHEMICALS LP, PURCHASER and HUNTSMAN PETROCHEMICAL CORPORATION and HUNTSMAN FUELS, L.P., SELLERS As of April 5, 2006Asset Purchase Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 5, 2006, is made and entered into by and among Texas Petrochemicals LP, a Texas limited partnership (“Purchaser”), and Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”) and Huntsman Fuels, L.P., a Texas limited partnership (“Huntsman Fuels”, and together with Huntsman Petrochemical the “Sellers” and, each individually, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN RUTH I. DREESSEN AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals
This Amendment No. 1 is effective as of July 1, 2008 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Ruth I. Dreessen, the undersigned individual.
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Christopher A. Artzer, the undersigned individual (“Artzer”) to be effective as of July 1, 2006 (the “Effective Date”).
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2010 • TPC Group Inc. • Industrial organic chemicals • Texas
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN LUIS E. BATIZ AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals
This Amendment No. 1 is effective as of March 20, 2009 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Luis E. Batiz, the undersigned individual.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN CHRISTOPHER A. ARTZER AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals
This Amendment No. 1 is effective as of July 1, 2008 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Christopher A. Artzer, the undersigned individual.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER among TPC GROUP INC., SAWGRASS HOLDINGS INC., and SAWGRASS MERGER SUB INC. Dated November 7, 2012Agreement and Plan of Merger • November 8th, 2012 • TPC Group Inc. • Industrial organic chemicals
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated November 7, 2012 (this “Amendment”), is entered into by and among TPC Group Inc., a Delaware corporation (the “Company”), Sawgrass Holdings Inc., a Delaware corporation (“Parent”), and Sawgrass Merger Sub Inc. (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated August 24, 2012, by and among the Company, Parent and Merger Sub (the “Merger Agreement”).
CONSENT AGREEMENTConsent Agreement • May 24th, 2011 • TPC Group Inc. • Industrial organic chemicals
This CONSENT AGREEMENT (“Consent”) is made by and between TPC Group Inc. (the “Company”) and the undersigned individual (“Grantee”), effective as of the date this Consent is fully executed as indicated below.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2010 • TPC Group Inc. • Industrial organic chemicals
This AMENDMENT NO. 2 (the “Amendment”) by and between TPC Group LLC (formerly known as Texas Petrochemicals LP) (the “Partnership”), TPC Group Inc. (formerly known as Texas Petrochemicals Inc.) (the “Company”), and Ruth I. Dreessen (the “Executive”), effective as of January 1, 2009, is an amendment to that certain Employment Agreement by and among the Partnership, the Company and the Executive dated as of July 1, 2006 (the “Employment Agreement”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN CHARLES W. SHAVER AND TEXAS PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.Employment Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals
This Amendment No. 1 is effective as of July 1, 2008 by and between Texas Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership (collectively referred to as the “Company”), and Charles W. Shaver, the undersigned individual.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2010 • TPC Group Inc. • Industrial organic chemicals
This AMENDMENT NO. 2 (the “Amendment”) by and between TPC Group LLC (formerly known as Texas Petrochemicals LP) (the “Partnership”), TPC Group Inc. (formerly known as Texas Petrochemicals Inc.) (the “Company”), and Charles W. Shaver (the “Executive”), effective as of January 1, 2009, is an amendment to that certain Employment Agreement by and among the Partnership, the Company and the Executive dated as of July 1, 2006 (the “Employment Agreement”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of June 14, 2006, is made and entered into by and among Texas Petrochemicals LP, a Texas limited partnership (“Purchaser”), Huntsman Petrochemical Corporation, a Delaware corporation (“Huntsman Petrochemical”), and Huntsman Fuels, L.P., a Texas limited partnership (“Huntsman Fuels” and, together with Huntsman Petrochemical, the “Sellers”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2010 • TPC Group Inc. • Industrial organic chemicals
This AMENDMENT NO. 2 (the “Amendment”) by and between TPC Group LLC (formerly known as Texas Petrochemicals LP) (the “Partnership”), TPC Group Inc. (formerly known as Texas Petrochemicals Inc.) (the “Company”), and Luis E. Batiz (the “Executive”), effective as of January 1, 2009, is an amendment to that certain Employment Agreement by and among the Partnership, the Company and the Executive dated as of March 19, 2007 (the “Employment Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • November 25th, 2009 • Texas Petrochemicals Inc. • Industrial organic chemicals • Delaware
This Indemnity Agreement (this “Agreement”) is made and entered into this day of , 200__, by and between Texas Petrochemicals Inc., a Delaware corporation (“TPI” or the “Company”), and (“Indemnitee”).
