TAMINCO ACQUISITION CORPORATION as Issuer and the Guarantors party hereto from time to time 9.125% / 9.875% Senior PIK Toggle Notes due 2017 INDENTURE Dated as of December 18, 2012 Wilmington Trust, National Association as TrusteeIndenture • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • New York
INDENTURE dated as of December 18, 2012 between TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Issuer”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2013 by and between Taminco Corporation, a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and , an individual (“Indemnitee”).
CREDIT AGREEMENT dated as of February 15, 2012 among TAMINCO INTERMEDIATE CORPORATION, as Holdings, TAMINCO GLOBAL CHEMICAL CORPORATION, as the Borrower, The Lenders Party Hereto and CITIBANK, N.A., as the Administrative Agent CITIGROUP GLOBAL MARKETS...Credit Agreement • December 3rd, 2012 • TAMINCO ACQUISITION Corp • New York
CREDIT AGREEMENT dated as of February 15, 2012 (this “Agreement”), among TAMINCO INTERMEDIATE CORPORATION, a Delaware corporation (“Holdings”), TAMINCO GLOBAL CHEMICAL CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and CITIBANK, N.A., as the Administrative Agent.
ContractNon-Qualified Stock Option Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
TRANCHE B-1 (PERFORMANCE-VESTING) NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
MANAGEMENT AGREEMENTManagement Agreement • August 13th, 2013 • TAMINCO Corp • Industrial organic chemicals
TAMINCO BVBA headquartered at Pantserschipstraat 207, 9000 Gent, registered at the Business registry (Kruispuntbank van Ondernemingen) under number 0859.910.443, hereby represented by Laurent Lenoir and Kurt Decat in their capacity as managers.
MANAGEMENT FEE AGREEMENTManagement Fee Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • New York
MANAGEMENT FEE AGREEMENT, dated as of February 15, 2012 (this “Agreement”), by and among TAMINCO GLOBAL CHEMICAL CORPORATION, a Delaware corporation (the “Company”), TAMINCO ACQUISITION CORPORATION, a Delaware corporation (“Holdings”) and APOLLO MANAGEMENT VII, L.P., a Delaware limited partnership (“Apollo”).
ContractInvestor Rights Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
INVESTOR RIGHTS AGREEMENT dated as of the Original Issue Date (this “Agreement”) among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), the SPONSOR (as defined below) and the HOLDERS that are parties hereto.
AGREEMENT AND PLAN OF MERGER By and among Eastman Chemical Company, Stella Merger Corp. and Taminco Corporation Dated as of September 11, 2014Agreement and Plan of Merger • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 11, 2014 (the “Agreement”), by and among Eastman Chemical Company, a Delaware corporation (“Parent”), Stella Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Taminco Corporation, a Delaware corporation (“Company”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8.19.
AMENDED AND RESTATED NON—RECOURSE ACCOUNTS RECEIVABLE PURCHASE AGREEMENT Taminco B. V. B.A.Non-Recourse Accounts Receivable Purchase Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
ContractNon Qualified Stock Option Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
NON QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLANNon-Qualified Stock Option Agreement • April 3rd, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Taminco Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Taminco Corporation 2013 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT No. 1, dated as of May 14, 2012 (this “Amendment”), to the Credit Agreement, dated as of February 15, 2012 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among...Credit Agreement • December 3rd, 2012 • TAMINCO ACQUISITION Corp • New York
This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
ContractNon Qualified Stock Option Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
NON QUALIFIED STOCK OPTION AGREEMENT, dated as of [ ] (the “Grant Date”), by and among TAMINCO ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
TERMINATION AGREEMENT between Laurent Lenoir as “Mr. Lenoir” and Taminco BVBA as “Taminco”Termination Agreement • August 13th, 2013 • TAMINCO Corp • Industrial organic chemicals
MANAGEMENT AGREEMENTManagement Agreement • August 13th, 2013 • TAMINCO Corp • Industrial organic chemicals
TAMINCO BVBA headquartered at Pantserschipstraat 207, 9000 Gent, registered at the Business registry (Kruispuntbank van Ondernemingen) under number 0859.910.443, hereby represented by Kurt Decat and Johan de Saegher in their capacity as managers.
MANAGEMENT AGREEMENT Taminco NV / Kurt DECAT GhentManagement Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
MANAGEMENT AGREEMENT Taminco NV / Guy WOUTERS GhentManagement Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
AMENDMENT DATED MARCH 28TH 2013 TO THE AMENDED AND RESTATED NON—RECOURSE ACCOUNTS RECEIVABLE PURCHASE AGREEMENT DATED OCTOBER 31ST 2012Non-Recourse Accounts Receivable Purchase Agreement • April 3rd, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
• The Parties have concluded an amended and restated non - recourse accounts receivable purchase agreement dated October 31st 2012 (the “Agreement”);
TAMINCO CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals
CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) dated as of September [—], 2014, by and between Taminco Corporation (the “Company”), and [—] (the “Executive”). This Agreement shall be effective only upon the consummation of a Change in Control following the date hereof.
MANAGEMENT AGREEMENT Taminco NV / Piet VANNESTE GhentManagement Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
Dated December 22, 2013 Share Purchase Agreement Concerning Suomen Muurahaishappo Oy by and between Kemira Nederland Holding B.V. as Seller Kemira Oyj as Parent and Taminco BVBA as Purchaser White & Case LLP Eteläranta 14 Fl-00130 Helsinki, FinlandShare Purchase Agreement • December 27th, 2013 • TAMINCO Corp • Industrial organic chemicals • New York
METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1Methanol Purchase and Sale Agreement • April 5th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • New York
This AMENDMENT (this “Amendment”) is made and entered into as of October 9, 2002, by and between METHANEX METHANOL COMPANY, (“MMC”), and Air Products and Chemicals, Inc., (“Air Products”).
MASTER GUARANTEE AGREEMENT dated as of February 15, 2012, among TAMINCO INTERMEDIATE CORPORATION, THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN, CITIBANK INTERNATIONAL PLC, as Belgian sub-agent for the Secured Parties and CITIBANK, N.A., as...Master Guarantee Agreement • December 3rd, 2012 • TAMINCO ACQUISITION Corp • New York
MASTER GUARANTEE AGREEMENT dated as of February 15, 2012 (this “Agreement”), among TAMINCO INTERMEDIATE CORPORATION, a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTORS identified herein, CITIBANK INTERNATIONAL PLC, as Belgian sub-agent for the Secured Parties and CITIBANK, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.
SECOND LIEN COLLATERAL AGREEMENT dated as of February 15, 2012, among TAMINCO INTERMEDIATE CORPORATION, TAMINCO GLOBAL CHEMICAL CORPORATION, THE OTHER GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentSecond Lien Collateral Agreement • April 3rd, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • New York
SECOND LIEN COLLATERAL AGREEMENT dated as of February 15, 2012 (this “Agreement”), among TAMINCO INTERMEDIATE CORPORATION, a Delaware corporation (“Holdings”), TAMINCO GLOBAL CHEMICAL CORPORATION, a Delaware corporation (the “Issuer”), the other GRANTORS from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the collateral agent (in such capacity, the “Collateral Agent”).
SUPPORT AGREEMENTSupport Agreement • September 16th, 2014 • TAMINCO Corp • Industrial organic chemicals • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of September 11, 2014, is entered into by and among the undersigned stockholders (each a “Principal Shareholder” and collectively, the “Principal Shareholders”) of Taminco Corporation, a Delaware corporation (the “Company”), Eastman Chemical Company, a Delaware corporation (“Parent”), and Stella Merger Corp., a Delaware corporation and Subsidiary of Parent (“Merger Sub”). The Principal Stockholders, Parent and Merger Sub are sometimes referred to individually as a “Party” and collectively as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • August 13th, 2013 • TAMINCO Corp • Industrial organic chemicals
TAMINCO BVBA headquartered at Pantserschipstraat 207, 9000 Gent, registered at the Business registry (Kruispuntbank van Ondernemingen) under number 0859.910.443, hereby represented by Laurent Lenoir and Kurt Decat in their capacity as managers.
METHANOL PURCHASE AND SALE AGREEMENTMethanol Purchase and Sale Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • New York
THIS AGREEMENT (herein referred to as the “Agreement” and all other capitalised terms used in this Agreement are defined either in this Agreement or in Appendix 1) is made as of the 29 day of August, 2001, between METHANEX METHANOL COMPANY, Suite 490, 12377 Merit Drive, Dallas, Texas 75251-3227, telephone number (972) 308-0909, facsimile number (972) 239-3275 (“MMC”), and AIR PRODUCTS AND CHEMICALS, INC., 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501, telephone number (610) 481-7067, facsimile number (610) 481-5765 (“Air Products”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TAMINCO CORPORATION 2013 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • April 3rd, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Taminco Corporation a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Taminco Corporation 2013 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1Methanol Purchase and Sale Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • New York
This AMENDMENT (this “Amendment”) is made and entered into as of October 9, 2002, by and between METHANEX METHANOL COMPANY, (“MMC”), and Air Products and Chemicals, Inc., (“Air Products”).
PERMANENT EMPLOYMENT CONTRACTPermanent Employment Contract • February 8th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
FORM OF REGISTRATION RIGHTS AGREEMENT CONCERNING TAMINCO CORPORATION DATED AS OF , 2013Registration Rights Agreement • April 3rd, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals • Delaware
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of , 2013 by Taminco Corporation, a Delaware corporation (the “Company”) and AP Taminco Global Chemical Holdings, L.P., a Delaware limited partnership (“Taminco Holdings”).
FIRST LIEN COLLATERAL AGREEMENT dated as of February 15, 2012, among TAMINCO INTERMEDIATE CORPORATION, TAMINCO GLOBAL CHEMICAL CORPORATION, THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Administrative AgentFirst Lien Collateral Agreement • December 3rd, 2012 • TAMINCO ACQUISITION Corp • New York
FIRST LIEN COLLATERAL AGREEMENT dated as of February 15, 2012 (this “Agreement”), among TAMINCO INTERMEDIATE CORPORATION, a Delaware corporation (“Holdings”), TAMINCO GLOBAL CHEMICAL CORPORATION, a Delaware corporation (the “Borrower”), the other GRANTORS from time to time party hereto and CITIBANK, N.A., as the administrative agent (the “Administrative Agent”).
ADDENDUM number 1 to the employment contract dated 09/01/2000Employment Agreement • February 8th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
Between:Employment Agreement • March 20th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
the Société Anonyme [Public Limited Company] UCB – Avenue Louise 326 (Box 7) - 1050 BRUSSELS, represented for the purposes of the present legal instrument by the undersigned,
TERMINATION AGREEMENT between Kurt Decat as “Mr. Decat” and Taminco BVBA as “Taminco”Termination Agreement • August 13th, 2013 • TAMINCO Corp • Industrial organic chemicals
