AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2013 among PL PROPYLENE LLC, as Borrower PETROLOGISTICS LP, as Parent The LENDERS Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, and...Credit Agreement • May 23rd, 2013 • PetroLogistics LP • Miscellaneous chemical products • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2013, (this “Agreement”), among PL Propylene LLC, a Delaware limited liability company (the “Borrower”), PetroLogistics LP, a Delaware limited partnership (“Parent”), the Lenders party hereto, Morgan Stanley Senior Funding, Inc., as sole lead arranger, Barclays Bank PLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Nomura Securities International, Inc., Société Générale, Stifel Bank & Trust, SunTrust Robinson Humphrey, Inc., UBS Securities LLC, and Wells Fargo Securities LLC, as Co-Arrangers, and Morgan Stanley Senior Funding, Inc., as Administrative Agent, Collateral Agent and Swingline Lender.
PETROLOGISTICS LP PETROLOGISTICS FINANCE CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2013 • PetroLogistics LP • Miscellaneous chemical products • New York
This REGISTRATION RIGHTS AGREEMENT dated March 28, 2013 (the “Agreement”) is entered into by and among PetroLogistics LP, a Delaware limited partnership (the “Partnership”), PetroLogistics Finance Corp., a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Company”), the Guarantor listed on the signature page hereto (the “Guarantor”) and Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., Stifel, Nicolaus & Company, Incorporated, UBS Securities LLC, Wells Fargo Securities, LLC, Nomura Securities International, Inc., SG Americas Securities, LLC and SunTrust Robinson Humphrey, Inc. (collectively, the “Initial Purchasers”).
6.25% SENIOR NOTES DUE 2020Indenture • March 28th, 2013 • PetroLogistics LP • Miscellaneous chemical products • New York
This Indenture, dated as of March 28, 2013, is among PetroLogistics LP, a Delaware limited partnership (the “Company”), PetroLogistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PETROLOGISTICS LPLimited Partnership Agreement • May 9th, 2012 • PetroLogistics LP • Miscellaneous chemical products • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PETROLOGISTICS LP, dated as of May 3, 2012 and effective as of the Effective Time, is entered into by and among PetroLogistics GP LLC, a Delaware limited liability company, as the General Partner, and Propylene Holdings LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM] PETROLOGISTICS LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • May 8th, 2012 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between PETROLOGISTICS GP LLC, a Delaware limited liability company (the “Company”), and (the “Employee”). This Agreement is entered into as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SUPPORT AGREEMENTSupport Agreement • May 28th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2014, is entered into by and among the entity and the natural person identified on the signature pages hereto as Founding Unitholders (the “Founding Unitholders”), Flint Hills Resources, LLC, a Delaware limited liability company (“Parent”), and FHR Propylene, LLC, a Delaware limited liability company and Subsidiary of Parent (“Merger Sub”). The Founding Unitholders, Parent and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • May 28th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2014, is entered into by and among YSOF Propylene Investor, LLC, a Delaware limited liability company (“Sponsor Aggregator”) the entities listed under the heading “Sponsor Funds” on Schedule I hereto ( the “Sponsor Funds” and collectively with Sponsor Aggregator, the “Sponsor Entities”), LG Propylene LLC, a Delaware limited liability company (“Sponsor Representative”) Flint Hills Resources, LLC, a Delaware limited liability company (“Parent”), and FHR Propylene, LLC, a Delaware limited liability company and Subsidiary of Parent (“Merger Sub”). The Sponsor Entities, Sponsor Representative, Parent and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
FORM OF SERVICES AGREEMENTServices Agreement • August 8th, 2011 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This SERVICES AGREEMENT (the “Agreement”), dated as of , 2011 (the “Effective Date”), is by and among PL Midstream LLC, a Delaware limited liability company (“PL Midstream”), and PetroLogistics GP LLC, a Delaware limited liability company (the “General Partner”). Each of PL Midstream and the General Partner is referred to individually in this Agreement as a “Party,” and all of the Parties are collectively referred to in this Agreement as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2012 • PetroLogistics LP • Miscellaneous chemical products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2012, by and between PetroLogistics LP, a Delaware limited partnership (the “Partnership”), David Lumpkins, Nathan Ticatch, LG Propylene LLC, a Delaware limited liability company (“LGP”), and YSOF Propylene Investor, LLC, a Delaware limited liability company (“YSOF”). The parties hereto referred to individually each as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT among PETROLOGISTICS LP, PETROLOGISTICS GP LLC, PROPYLENE HOLDINGS, LLC, FLINT HILLS RESOURCES, LLC, and FHR PROPYLENE, LLC, Dated as of May 27, 2014Merger Agreement • May 28th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT, dated as of May 27, 2014 (this “Agreement”), is by and among PetroLogistics LP, a Delaware limited partnership (“MLP”), PetroLogistics GP LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP” and, together with MLP, the “MLP Entities”), Propylene Holdings LLC, a Delaware limited liability company (“GP Holdings”), Flint Hills Resources, LLC, a Delaware limited liability company (“Parent”), and FHR Propylene, LLC, a Delaware limited liability company and Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Entities”). MLP, MLP GP, GP Holdings, Parent, and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT dated as of March 27, 2012 among PL PROPYLENE LLC, as Borrower PROPYLENE HOLDINGS LLC, as Holdings The LENDERS Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, and Swingline LenderCredit Agreement • April 23rd, 2012 • PetroLogistics LP • Miscellaneous chemical products • New York
CREDIT AGREEMENT dated as of March 27, 2012, (this “Agreement”), among PL Propylene LLC, a Delaware limited liability company (the “Borrower”), Propylene Holdings LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto, Morgan Stanley Senior Funding, Inc., as sole lead arranger, Citigroup Global Markets Inc., Societe Generale, Stifel Bank & Trust, SunTrust Robinson Humphrey, Inc., UBS Securities LLC, and Wells Fargo Securities LLC, as Co-Arrangers, Morgan Stanley Senior Funding, Inc., as Sole Bookrunner, Citigroup Global Markets Inc., Societe Generale, UBS Securities LLC and Wells Fargo Bank, N.A., as Co-Syndication Agents and Stifel Bank & Trust and SunTrust Bank, as Documentation Agents and Morgan Stanley Senior Funding, Inc., as Administrative Agent, Collateral Agent and Swingline Lender.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • August 8th, 2011 • PetroLogistics LP • Miscellaneous chemical products • Coast
This Propylene Supply Contract (“Contract”) is effective as of September 30, 2009 between PL Propylene LLC, a Delaware limited liability company (“Seller”), and TOTAL PETROCHEMICALS USA, INC., a Delaware corporation, with its principal offices located at 1201 Louisiana, Suite 1800, Houston, Texas 77002 (“Buyer”; Seller and Buyer are collectively referred to herein as the “Parties”). Subject to the terms and conditions contained herein, Seller agrees to sell and deliver and Buyer agrees to purchase and accept delivery of the product described below, in the quantities and during the period set forth in this Contract.
LIMITED LIABILITY COMPANY AGREEMENT OF PETROLOGISTICS GP LLCLimited Liability Company Agreement • April 3rd, 2012 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PetroLogistics GP LLC, a Delaware limited liability company (the “Company”), dated as of June 9, 2011, is adopted, executed and agreed to by Propylene Holdings LLC, a Delaware limited liability company, as the Company’s sole member (the “Member”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FLINT HILLS RESOURCES HOUSTON CHEMICAL, LLC a Delaware limited liability companyLimited Liability Company Agreement • August 11th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This Third Amended and Restated Limited Liability Company Agreement of Flint Hills Resources Houston Chemical, LLC (the “Company”), dated and effective as of the Effective Date, is declared and entered into by the undersigned pursuant to and in accordance with the Delaware Limited Liability Company Act as it may be amended, revised, or supplemented from time to time (the “Act”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • March 7th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Texas
This Propylene Supply Contract (“Contract”) is effective as of September 29, 2009, by and between PL Propylene LLC, a Delaware limited liability company (“Seller”), and INEOS Olefins and Polymers USA, a division of INEOS USA LLC, a Delaware limited liability company (“Buyer”) (where the context so permits, Seller and Buyer may be collectively referred to herein as the “Parties”). Seller agrees to sell and deliver and Buyer agrees to purchase and accept delivery of the product described below, in the quantities and during the period set forth in this Contract.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • March 5th, 2012 • PetroLogistics LP • Miscellaneous chemical products • Texas
This First Amendment to Propylene Supply Contract (hereinafter “Amendment”) is made effective as of January 1, 2011 (hereinafter “Effective Date”), by and between INEOS Olefins & Polymers USA, a division of INEOS USA LLC (hereinafter “Buyer”), a Delaware limited liability company, and PL Propylene LLC (hereinafter “Seller”), a Delaware limited liability company. Buyer and Seller may be referred to collectively as “Parties” and individually as a “Party.”
PETROLOGISTICS LP and PETROLOGISTICS FINANCE CORP. 6.25% SENIOR NOTES DUE 2020 PURCHASE AGREEMENTPurchase Agreement • March 25th, 2013 • PetroLogistics LP • Miscellaneous chemical products • New York
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • March 5th, 2012 • PetroLogistics LP • Miscellaneous chemical products
This First Amendment to Propylene Supply Contract (the “Amendment”) is made and entered into effective as of December 16, 2011 by and between THE DOW CHEMICAL COMPANY, a Delaware corporation (“Buyer”), and PL PROPYLENE LLC, a Delaware limited liability company (“Seller”). Buyer and Seller are sometimes referred to individually as “Party” and collectively as “Parties”. Capitalized terms not specifically defined herein shall have the meaning given to such terms in the Contract (as defined below).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • August 8th, 2011 • PetroLogistics LP • Miscellaneous chemical products • Texas
This Propylene Supply Contract (“Contract”) is effective as of August 12, 2009, between PL Propylene LLC, a Delaware limited liability company (“Seller”), and The Dow Chemical Company, a Delaware corporation, with its principal offices located at 2030 Dow Center, Midland, Michigan 48674 (“Buyer”; Seller and Buyer are collectively referred to herein as the “Parties”). Seller agrees to sell and deliver and Buyer agrees to purchase and accept delivery of the product described below, in the quantities and during the period set forth in this Contract.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • March 7th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Texas
This First Amendment to Propylene Supply Contract (hereinafter “Amendment”) is made effective as of January 1, 2011 (hereinafter “Effective Date”), by and between INEOS Olefins & Polymers USA, a division of INEOS USA LLC (hereinafter “Buyer”), a Delaware limited liability company, and PL Propylene LLC (hereinafter “Seller”), a Delaware limited liability company. Buyer and Seller may be referred to collectively as “Parties” and individually as a “Party.”
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • August 8th, 2011 • PetroLogistics LP • Miscellaneous chemical products • Texas
This Propylene Supply Contract (“Contract”) is effective as of September 29, 2009, by and between PL Propylene LLC, a Delaware limited liability company (“Seller”), and INEOS Olefins and Polymers USA, a division of INEOS USA LLC, a Delaware limited liability company (“Buyer”) (where the context so permits, Seller and Buyer may be collectively referred to herein as the “Parties”). Seller agrees to sell and deliver and Buyer agrees to purchase and accept delivery of the product described below, in the quantities and during the period set forth in this Contract.
Director Form] PETROLOGISTICS LONG TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENTPhantom Unit Agreement • May 13th, 2013 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between PETROLOGISTICS GP LLC, a Delaware limited liability company (the “Company”), and (the “Director”). This Agreement is entered into as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
FORM OF OMNIBUS AGREEMENT BY AND AMONG PETROLOGISTICS LP PETROLOGISTICS GP LLC PROPYLENE HOLDINGS LLC PL MANUFACTURING LLC PL PROPYLENE LLC AND THE MEMBERS OF PL MANUFACTURING LLC NAMED HEREIN DATED [ ], 2012Omnibus Agreement • April 23rd, 2012 • PetroLogistics LP • Miscellaneous chemical products
This Omnibus Agreement, dated as of [ ], 2012 (this “Agreement”), is entered into by and among PetroLogistics LP, a Delaware limited partnership (the “Partnership”), PetroLogistics GP LLC, a Delaware limited liability company (the “General Partner”), Propylene Holdings LLC, a Delaware limited liability company (“Propylene Holdings”), PL Manufacturing LLC, a Delaware limited liability company (“PL Manufacturing”), PL Propylene LLC, a Delaware limited liability company (“PL Propylene”), and [ ], [ ] and [ ] (together the “PL Manufacturing Members”). The above-named entities and individual are sometimes referred to herein as a “Party” and collectively as the “Parties.”
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • March 7th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Texas
This Third Amendment to Propylene Supply Contract (hereinafter “Amendment”) is made effective as of November 1, 2013 (hereinafter “Effective Date”), by and between INEOS Olefins & Polymers USA, a division of INEOS USA LLC (hereinafter “Buyer”), a Delaware limited liability company, and PL Propylene LLC (hereinafter “Seller”), a Delaware limited liability company. Buyer and Seller may be referred to collectively as “Parties” and individually as a “Party”.
OMNIBUS AGREEMENT BY AND AMONG PETROLOGISTICS LP PETROLOGISTICS GP LLC PROPYLENE HOLDINGS LLC PL MANUFACTURING LLC AND PL PROPYLENE LLC DATED MAY 9, 2012Omnibus Agreement • May 14th, 2012 • PetroLogistics LP • Miscellaneous chemical products
This Omnibus Agreement, dated as of May 9, 2012 (this “Agreement”), is entered into by and among PetroLogistics LP, a Delaware limited partnership (the “Partnership”), PetroLogistics GP LLC, a Delaware limited liability company (the “General Partner”), Propylene Holdings LLC, a Delaware limited liability company (“Propylene Holdings”), PL Manufacturing LLC, a Delaware limited liability company (“PL Manufacturing”), and PL Propylene LLC, a Delaware limited liability company (“PL Propylene”). The above-named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
PETROLOGISTICS LP CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • April 3rd, 2012 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of March 30, 2012 (this “Agreement”), is entered into by and among PetroLogistics LP, a Delaware limited partnership (the “Partnership”), PL Manufacturing LLC, a Delaware limited liability company (“PL Manufacturing”) and Propylene Holdings LLC, a Delaware limited liability company (“Holdings”). The above-named entities and individual are sometimes referred to herein as a “Party” and collectively as the “Parties.”
EMPLOYEE FORM] PETROLOGISTICS LONG TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENTPhantom Unit Agreement • May 13th, 2013 • PetroLogistics LP • Miscellaneous chemical products • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between PETROLOGISTICS GP LLC, a Delaware limited liability company (the “Company”), and (the “Employee”). This Agreement is entered into as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE...Propylene Supply Contract • March 7th, 2014 • PetroLogistics LP • Miscellaneous chemical products • Texas
This First Amendment to Propylene Supply Contract (“Amendment”) is executed as of December 31, 2013 (“Effective Date”), by and between TOTAL PETROCHEMICALS & REFINING USA, INC., formerly known as TOTAL PETROCHEMICALS USA, INC. (“Buyer”), a Delaware corporation, and PL PROPYLENE LLC (“Seller”), a Delaware limited liability company. Buyer and Seller may be referred to collectively as “Parties” and individually as a “Party”.
SECOND AMENDMENT TO PROPYLENE SUPPLY CONTRACTPropylene Supply Contract • March 5th, 2012 • PetroLogistics LP • Miscellaneous chemical products • Texas
This Second Amendment to Propylene Supply Contract (hereinafter “Amendment”) is made effective as of January 1, 2012 (hereinafter “Effective Date”), by and between INEOS Olefins & Polymers USA, a division of INEOS USA LLC (hereinafter “Buyer”), a Delaware limited liability company, and PL Propylene LLC (hereinafter “Seller”), a Delaware limited liability company. Buyer and Seller may be referred to collectively as “Parties” and individually as a “Party”.
