EXHIBIT 10.15
THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this
"AMENDMENT") is entered into as of June 22, 2004, among WESTLAKE CHEMICAL
CORPORATION ("WESTLAKE") and certain of its domestic subsidiaries listed as
Borrowers to the Credit Agreement described below (collectively, the
"BORROWERS"), Required Lenders under the Credit Agreement, BANK OF AMERICA,
N.A., in its capacity as Agent for Lenders under the Credit Agreement (the
"AGENT"), and Guarantors under the Credit Agreement (hereinafter defined).
Reference is made to the Credit Agreement, dated as of July
31, 2003 (as amended, modified, and supplemented, the "CREDIT AGREEMENT"), among
the Borrowers, the Agent, and Lenders party thereto. Unless otherwise defined in
this Amendment, capitalized terms used herein shall have the meanings set forth
in the Credit Agreement; all Section references herein are to Sections in the
Credit Agreement; and all Paragraph references herein are to Paragraphs in this
Amendment.
RECITALS
A. Westlake or one of its Subsidiaries (the "BUYER") plans to
consummate an Acquisition of the domestic assets of Bristolpipe Corporation (the
"SELLING ENTITY") for a Purchase Price of approximately $35,000,000 (subject to
adjustment as set forth in that certain Asset Purchase Agreement dated June 30,
2004 by and between the Buyer and the Selling Entity (the "ASSET PURCHASE
AGREEMENT")) (the "BRISTOLPIPE ACQUISITION"), which Purchase Price exceeds the
amount permitted by SECTION 7.26.
X. Xxxxxxxx proposes to consummate an initial public offering of its
common stock (the "IPO"). In connection with the IPO, Westlake Polymer &
Petrochemical, Inc., a Delaware corporation ("WPPI"), and Gulf Polymer &
Petrochemical, Inc., a Delaware corporation ("GPPI"), will merge with and into
Westlake (or, alternatively, will merge with each other prior to merging with
and into Westlake), with Westlake as the surviving entity (collectively, the
"IPO MERGERS").
X. Xxxxxxxx has requested that Required Lenders waive certain
provisions of the Credit Agreement with respect to the solvency of certain Loan
Parties.
X. Xxxxxxxx has requested certain amendments relating to the solvency
of the Loan Parties and certain notice requirements.
X. Xxxxxxxx has requested certain amendments and waivers in connection
with the Bristolpipe Acquisition, the IPO, and the IPO Mergers.
F. Subject to the terms and conditions of this Amendment, Lenders are
willing to agree to such amendments and waivers.
Accordingly, for adequate and sufficient consideration, the parties
hereto agree, as follows:
THIRD AMENDMENT AND WAIVER
PARAGRAPH 1. AMENDMENTS. By execution of this Amendment, the Credit Agreement is
hereby amended as follows:
1.1 NOTICE. SECTION 5.3(g) is amended in its entirety to read as follows:
"Immediately after receipt by a Responsible Officer of any Loan Party
of (i) any notice of any violation by any Loan Party of any
Environmental Law or (ii) any writing from any Governmental Authority
asserting that (x) any Loan Party is not in compliance with any
Environmental Law or (y) any Loan Party is being investigated for its
compliance with the Environmental Law, provided that any such
violation, noncompliance or investigation could reasonably be expected
to have a Material Adverse Effect;"
1.2 SUBSIDIARIES AND AFFILIATES. The reference to "Parent" in line 3 of SECTION
6.5 is deleted and the term "Westlake" is substituted therefor.
1.3 CAPITALIZATION. SECTION 6.7 is deleted in its entirety.
1.4 DISTRIBUTIONS; CAPITAL CHANGES; RESTRICTED INVESTMENTS. The reference to
"$100,000,000" in SECTION 7.10(a) is deleted and the amount "$80,000,000" is
substituted therefor.
1.5 TRANSACTIONS WITH AFFILIATES. The first sentence of SECTION 7.15 is amended
by (a) deleting the word "and" immediately prior to CLAUSE (b) thereof, and (b)
inserting the following as CLAUSE (c) thereof immediately after CLAUSE (b):
", and (c) transactions between Westlake and WPPI and between Westlake
and GPPI in connection with the IPO Mergers"
1.6 PERMITTED ACQUISITIONS. The reference to "Potential Default" in SECTION
7.26(f) is deleted and the term "Event of Default" is substituted therefor.
1.7 EVENTS OF DEFAULT. SECTION 9.1(e) is amended in its entirety to read as
follows:
"(e) (i) Westlake or any of its Subsidiaries shall (A) file a voluntary
petition in bankruptcy or file a voluntary petition or an answer or otherwise
commence any action or proceeding seeking reorganization, arrangement, or
readjustment of its debts or for any other relief under the federal Bankruptcy
Code, as amended, or under any other bankruptcy or insolvency act or law, state
or federal, now or hereafter existing, or consent to, approve of, or acquiesce
in, any such petition, action, or proceeding; (B) apply for or acquiesce in the
appointment of a receiver, assignee, liquidator, sequestrator, custodian,
monitor, trustee or similar officer for it or for all or any part of its
property; (C) make an assignment for the benefit of creditors; (D) be unable
generally to pay its debts as they become due; or (E) not be Solvent; or (ii)
the Loan Parties, on a consolidated basis, shall not be Solvent."
1.8 DEFINITIONS.
(a) The following definitions are added alphabetically to ANNEX A to
the Credit Agreement:
(i) GPPI means Gulf Polymer & Petrochemical, Inc., a Delaware
corporation.
(ii) WPPI means Westlake Polymer & Petrochemical, Inc., a
Delaware corporation.
THIRD AMENDMENT AND WAIVER
2
(iii) IPO MERGERS means the mergers of GPPI and WPPI with and
into Westlake in connection with the initial public offering of common
stock of Westlake or, alternatively, the merger of GPPI and WPPI (the
"FIRST MERGER") and the merger of the surviving corporation of the
First Merger with and into Westlake.
(b) The definition of "Parent" in ANNEX A to the Credit Agreement is
deleted in its entirety.
(c) The definition of "Solvent" in ANNEX A to the Credit Agreement is
amended by inserting the following sentence at the end of such definition:
"Notwithstanding the foregoing, except with respect to SECTION
9.1(e)(II) and the last proviso of each of Sections 2(f) and 2(g) of
the Third Amendment and Waiver to Credit Agreement, debt of any Loan
Party owed to any other Loan Party shall not be included for purposes
of calculating whether a Loan Party is Solvent."
PARAGRAPH 2. WAIVERS. By execution of this Amendment, certain provisions of the
Credit Agreement shall be waived as follows:
(a) In connection with the Bristolpipe Acquisition, the requirement set
forth in SECTION 7.26(i)(A) that the Purchase Price for each individual
Acquisition be less than or equal to $20,000,000 is hereby waived and Required
Lenders hereby agree not to exercise their rights and remedies under the Loan
Documents solely as a result of any Default or Event of Default arising under
SECTIONS 7.26(i)(A) or 9.1(c) as a result of the Bristolpipe Acquisition;
provided that the Purchase Price for the Bristolpipe Acquisition does not exceed
$35,000,000 (subject to adjustment as set forth in the Asset Purchase Agreement
so long as such adjustment does not increase the Purchase Price more than 20%).
(b) With respect to the IPO Mergers, (i) the requirement set forth in
SECTION 7.26(i)(A) that the Purchase Price for each individual Acquisition be
less than or equal to $20,000,000 is hereby waived and Required Lenders hereby
agree not to exercise their rights and remedies under the Loan Documents solely
as a result of any Default or Event of Default arising under SECTIONS 7.26(i)(A)
or 9.1(c) as a result of the IPO Mergers, and (ii) the requirement set forth in
SECTION 7.26(c) that prior to the closing of any Acquisition, the Person to be
acquired is Solvent is hereby waived and Required Lenders hereby agree not to
exercise their rights and remedies under the Loan Documents solely as a result
of any Default or Event of Default arising under SECTIONS 7.26(c) or 9.1(c) as a
result of the Acquisition of Westlake International Corporation as a result of
the IPO Mergers so long as the Loan Parties, on a consolidated basis, are
Solvent immediately prior to such Acquisition and are Solvent after giving
effect to such Acquisition.
(c) With respect to the Bristolpipe Acquisition and the IPO Mergers,
the requirement set forth in SECTION 7.26(i)(B) that the Purchase Price for all
Acquisitions consummated during the same Fiscal Year be less than or equal to
$50,000,000 is hereby waived and Required Lenders hereby agree not to exercise
their rights and remedies under the Loan Documents solely as a result of any
Default or Event of Default arising under SECTIONS 7.26(i)(B) or 9.1(c) as a
result of the Bristolpipe Acquisition, the IPO Mergers, and the Acquisition of
Westlake International Corporation and Westlake Technology Corporation as a
result of the IPO Mergers; provided that the Purchase Price for the Bristolpipe
Acquisition (but not for the IPO Mergers) shall be included in any calculation
of the $50,000,000 Purchase Price limit set forth in SECTION 7.26(i)(B) for
Acquisitions during the applicable Fiscal Year.
(d) For the avoidance of doubt, after giving effect to the waivers set
forth in PARAGRAPHS 2(a) through 2(c), the Bristolpipe Acquisition and the IPO
Mergers shall be deemed Acquisitions permitted by SECTION 7.26.
THIRD AMENDMENT AND WAIVER
3
(e) Westlake has advised the Agent and the Lenders that Westlake
Overseas Corporation had been dissolved. The representation set forth in SECTION
6.5 in connection with Westlake Overseas Corporation is hereby waived and
Required Lenders agree not to exercise their rights and remedies under the Loan
Documents solely as a result of any Default or Event of Default arising under
SECTIONS 6.5 or 9.1(b) as a result of the dissolution of Westlake Overseas
Corporation.
(f) Westlake has advised the Agent and the Lenders that, to the extent
intercompany payables are included within debt for the purposes of calculating
whether or not a Person is Solvent, as of the Closing Date and as of and through
the Effective Date (as defined in PARAGRAPH 3(a)), Geismar Vinyls Company LP,
Westlake Management Services, Inc., Westlake Polymers LP, Westlake PVC
Corporation, Westlake Vinyl Corporation and Westech Building Products, Inc. were
not, are not, and will not be Solvent. The representation set forth in SECTIONS
6.8 that each Loan Party is Solvent and the provision set forth in former
SECTION 9.1(e)(v) that it constitutes an Event of Default if Westlake or any of
its Subsidiaries shall not be Solvent are hereby waived and Required Lenders
hereby agree not to exercise their rights and remedies under the Loan Documents
solely as a result of any Default or Event of Default arising under SECTIONS
6.8, 9.1(b), or former 9.1(e)(v) as a result of any such insolvency; so long as
the Loan Parties, on a consolidated basis, were, are, and will be Solvent as of
the Closing Date and as of and through the Effective Date.
(g) Westlake has advised the Agent and the Lenders that after Westlake
International Corporation has become a Restricted Subsidiary as a result of its
Acquisition by Westlake as a result of the IPO Mergers, Westlake International
Corporation will not be Solvent. The representation set forth in SECTIONS 6.8
that each Loan Party is Solvent and the provision set forth in SECTION
9.1(e)(i)(E) (which amends former SECTION 9.1(e)(v)) that it constitutes an
Event of Default if Westlake or any of its Subsidiaries shall not be Solvent are
hereby waived solely with respect to Westlake International Corporation and
Required Lenders hereby agree not to exercise their rights and remedies under
the Loan Documents solely as a result of any Default or Event of Default arising
under SECTIONS 6.8, 9.1(b), or 9.1(e)(i)(E) (which amends former SECTION
9.1(e)(v)) as a result of such insolvency so long as the Loan Parties, on a
consolidated basis, are Solvent immediately prior to such Acquisition and are
Solvent after giving effect to such Acquisition.
PARAGRAPH 3. CONDITIONS.
(a) Notwithstanding any contrary provision, this Amendment is not
effective until the date (the "EFFECTIVE DATE") upon which (i) the
representations and warranties in this Amendment are true and correct; (ii) the
Agent has received counterparts of this Amendment executed by each Borrower,
each Guarantor, and Required Lenders; and (iii) Borrowers have paid Attorney
Costs of the Agent incurred in connection with the Loan Documents, including any
outstanding Attorney's Costs of the Agent on the date hereof.
(b) The effectiveness of the waiver in PARAGRAPH 2(a) is also subject
to receipt of the following documents and items from Westlake to the
satisfaction of the Agent:
(i) UCC lien searches on the Selling Entity from each
jurisdiction in which the Selling Entity owns assets and is organized,
together with any lien releases with respect to any Liens on the
acquired assets other than Permitted Liens;
(ii) certified resolutions of the Buyer, authorizing the
Bristolpipe Acquisition;
(iii) revised schedules to the Credit Agreement:
THIRD AMENDMENT AND WAIVER
4
Schedule 6.4 - Prior Corporate Names
Schedule 6.12 - Proprietary Rights
Schedule 6.13 - Trade Names
Schedule 6.14 - Litigation
Schedule 6.16 - Environmental;
(iv) revised schedules to the Security Agreement of the Buyer
to reflect the Bristolpipe Acquisition:
Schedule I - Location of Collateral
Schedule III - Proprietary Rights;
(v) certificates of good standing, existence, qualification,
and/or authority for the Selling Entity from each jurisdiction in which
the Selling Entity does business or owns assets;
(vi) to the extent delivered in connection with the
Bristolpipe Acquisition, legal opinions dated as of the date of the
closing of the Bristolpipe Acquisition (the "ACQUISITION CLOSING DATE")
relating to the Bristolpipe Acquisition rendered by counsel to the
Buyer and counsel to the Selling Entity;
(vii) the Asset Purchase Agreement certified, as of the
Acquisition Closing Date, as true and correct by Westlake;
(viii) evidence that any additional required consents to the
Bristolpipe Acquisition have been obtained, including, without
limitation, any consents under the Bond Debt or the Fixed Asset Loan;
(ix) evidence satisfactory to the Agent that (a) the
Bristolpipe Acquisition will be contemporaneously consummated in
compliance, in all material respects, with all conditions and
requirements contained in the Asset Purchase Agreement; (b) after
giving effect to the Bristolpipe Acquisition, the Buyer will acquire
and become the owner of all of the property or assets to be acquired
thereby free and clear of any Liens, except Permitted Liens; and (c) in
connection with the Bristolpipe Acquisition, no Loan Party has assumed
any Debt or other liabilities that should be reflected on a balance
sheet in accordance with GAAP other than the liabilities assumed under
the Asset Purchase Agreement and reflected on the balance sheet for the
Selling Entity delivered to the Agent and the Lenders; and
(x) such other agreements, documents, instruments, opinions,
certificates, and evidences as the Agent or Required Lenders may
reasonably request.
(c) The effectiveness of all of the amendments in PARAGRAPH 1 (other
than the amendment in PARAGRAPHS 1.1, 1.6, and 1.8(c)) and the waivers in
PARAGRAPHS 2(b), 2(c), 2(d), and 2(g) is also subject to receipt of the
following documents and items from Westlake and satisfaction of the other
conditions precedent to the satisfaction of the Agent:
(i) UCC lien searches on each of WPPI, GPPI, Westlake
International Corporation, and Westlake Technology Corporation from
each jurisdiction in which such entity owns assets and is organized,
together with any lien releases with respect to any Liens on the assets
of such entities other than Permitted Liens;
THIRD AMENDMENT AND WAIVER
5
(ii) certified resolutions of Westlake, authorizing the IPO
and the IPO Mergers;
(iii) revised schedules to the Credit Agreement:
Schedule 6.4 - Prior Corporate Names
Schedule 6.5 - Subsidiaries and Affiliates
Schedule 6.12 - Proprietary Rights
Schedule 6.13 - Trade Names;
(iv) revised schedules to the Security Agreement of Westlake
to reflect the IPO Mergers:
Schedule I - Location of Collateral
Schedule III - Proprietary Rights;
(v) Obligation Guaranty dated as of the effective date of the
IPO Mergers (the "IPO MERGER DATE"), executed by each of Westlake
International Corporation and Westlake Technology Corporation (the "NEW
SUBSIDIARIES"), as Guarantors;
(vi) Security Agreements dated as of the IPO Merger Date,
executed by each of the New Subsidiaries, as Debtors, together with
completed Schedules thereto;
(vii) Copyright Security Agreements dated as of the IPO Merger
Date, executed by each of the New Subsidiaries, as Debtors, together
with completed Schedules thereto;
(viii) Trademark Security Agreements dated as of the IPO
Merger Date, executed by each of the New Subsidiaries, as Debtors,
together with completed Schedules thereto;
(ix) Financing Statements showing each of the New
Subsidiaries, as Debtors, prepared for recordation in Delaware;
(x) officers' certificate of each of the New Subsidiaries,
certifying the incumbency of officers, together with the indicated
Annexes:
Annex A - Resolutions
Annex B - Bylaws
Annex C - Articles of Incorporation;
(xi) certificates of incorporation of each of the New
Subsidiaries, certified by the appropriate authority in the
jurisdiction of incorporation;
(xii) certificates of good standing, existence, qualification,
and/or authority for each of the New Subsidiaries from each
jurisdiction in which such New Subsidiary does business or owns assets;
(xiii) legal opinion reasonably satisfactory to the Agent,
dated as of the IPO Merger Date relating to the IPO Mergers by counsel
to Westlake;
(xiv) (i) a fully-executed copy of all documents and
agreements executed and delivered in connection with the IPO Mergers,
together with all schedules and exhibits thereto (collectively, the
"IPO MERGER DOCUMENTS"), certified as true, correct, and complete by a
Responsible Officer of
THIRD AMENDMENT AND WAIVER
6
Westlake; (ii) evidence satisfactory to the Agent and its counsel that
the IPO Mergers will be consummated in accordance with the terms of the
IPO Merger Documents, and that all material conditions stated therein
have been satisfied without waiver; and (iii) evidence of filing of all
Certificates of Merger related to the IPO Mergers;
(xv) evidence that any additional required consents to the IPO
Mergers have been obtained, including, without limitation, any consents
under the Bond Debt or the Fixed Asset Loan;
(xvi) certification from Westlake that (a) the Debt assumed by
Westlake as a result of the IPO Mergers is not secured by any Loan
Parties' assets and otherwise satisfies the requirements of SECTION
7.13(g) and delivery to the Agent of all documents related to such Debt
and (b) the anticipated repayment of the Bond Debt or Fixed Asset Loan
from the proceeds of the IPO will be permitted by SECTIONS 7.14(c)(ii)
or 7.14(c)(iii), as applicable;
(xvii) after giving effect to the issuance of shares of common
stock in the IPO and the IPO Mergers, the Agent shall be reasonably
satisfied with the corporate and capital structure and management of
Westlake and its Subsidiaries; and
(xii) such other agreements, documents, instruments, opinions,
certificates, and evidences as the Agent or Required Lenders may
reasonably request.
PARAGRAPH 4. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to the
Agent and Lenders to execute and deliver this Amendment, each Borrower and each
Guarantor (a) consent to the agreements in this Amendment and (b) agree and
acknowledge that the execution, delivery, and performance of this Amendment
shall in no way release, diminish, impair, reduce, or otherwise affect the
respective obligations of Borrowers or Guarantors under their respective Loan
Documents, which Loan Documents shall remain in full force and effect, and all
Liens, guaranties, and rights thereunder are hereby ratified and confirmed.
PARAGRAPH 5. REPRESENTATIONS. As a material inducement to Lenders to execute and
deliver this Amendment, each Borrower and each Guarantor represent and warrant
to Lenders (with the knowledge and intent that Lenders are relying upon the same
in entering into this Amendment) that as of each Effective Date and as of the
date of execution of this Amendment, (a) all representations and warranties in
the Loan Documents are true and correct in all material respects as though made
on the date hereof, except to the extent that (i) any of them speaks to a
different specific date or (ii) the facts on which any of them were based have
been changed by transactions contemplated or permitted by the Credit Agreement,
or (iii) any of them is waived herein and (b) no Default or Event of Default
exists other than as waived herein.
PARAGRAPH 6. EXPENSES. Borrowers shall pay all reasonable costs, fees, and
expenses paid or incurred by Agent in connection with this Amendment, including,
without limitation, Attorney Costs of Agent in connection with the negotiation,
preparation, delivery, and execution of this Amendment and any related
documents.
PARAGRAPH 7. MISCELLANEOUS.
7.1 This Amendment is a "Loan Document" referred to in the Credit
Agreement, and the provisions relating to Loan Documents in ARTICLE 13 of the
Credit Agreement are incorporated in this Amendment by reference. Unless stated
otherwise (a) the singular number includes the plural and vice versa and words
of any gender include each other gender, in each case, as appropriate, (b)
headings and
THIRD AMENDMENT AND WAIVER
7
captions may not be construed in interpreting provisions, (c) this Amendment
must be construed, and its performance enforced, under New York law, (d) if any
part of this Amendment is for any reason found to be unenforceable, all other
portions of it nevertheless remain enforceable, and (e) this Amendment may be
executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
7.2 The Loan Documents shall remain unchanged and in full force and
effect, except as provided in this Amendment, and are hereby ratified and
confirmed. On and after the Effective Date, all references to the "Credit
Agreement" shall be to the Credit Agreement as herein amended. The execution,
delivery, and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any rights of Lenders under any Loan
Document, nor constitute a waiver under any of the Loan Documents.
PARAGRAPH 8. ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
PARAGRAPH 9. PARTIES. This Amendment binds and inures to Borrowers, Guarantors,
Agent, Lenders, and their respective successors and assigns.
The parties hereto have executed this Amendment in multiple
counterparts to be effective as of the Effective Date.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES TO FOLLOW.
THIRD AMENDMENT AND WAIVER
8
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
BANK OF AMERICA, N.A., as Agent and a Lender
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: Its Duly Authorized Signatory
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: /s/ X. Xxxxxx Xxxxx
-----------------------------
Name: X. Xxxxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
XXXXX FARGO FOOTHILL, LLC,
as a Lender
By: /s/ Xxxx Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
LASALLE BUSINESS CREDIT, LLC,
as a Lender
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
UBS AG, STAMFORD BRANCH,
as a Lender
By: /s/ Xxxxxxx X. Saint
---------------------------------------
Name: Xxxxxxx X. Saint
Title: Director, Banking Products Services, US
By: /s/ Xxxx Xxxxxx
---------------------------------------
Name: Xxxx Xxxxxx
Title: Banking Products Services, US
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
ITS CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH
ITS CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: Director
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as a Lender
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
BORROWERS AND GUARANTORS:
WESTLAKE CHEMICAL CORPORATION,
a Delaware corporation
WESTLAKE PVC CORPORATION, a Delaware corporation
WESTLAKE VINYLS, INC., a Delaware corporation
By: /s/ Xxxxxx Xxxx
----------------------------------------------
Xxxxxx Xxxx
President of the above Borrowers
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
NORTH AMERICAN PIPE CORPORATION,
a Delaware corporation
VAN BUREN PIPE CORPORATION,
a Delaware corporation
WESTECH BUILDING PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Xxxxx X. Xxxxx
President of the above Borrowers
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
GEISMAR VINYLS COMPANY LP,
a Delaware limited partnership
By: GVGP, Inc., its general partner
WESTLAKE PETROCHEMICALS LP,
a Delaware limited partnership
By: Westlake Chemical Investments, Inc.,
its general partner
WESTLAKE POLYMERS LP, a Delaware limited partnership
By: Westlake Chemical Investments, Inc.,
its general partner
WESTLAKE STYRENE LP, a Delaware limited partnership
By: Westlake Chemical Holdings, Inc.,
its general partner
WPT LP, a Delaware limited partnership
By: Westlake Chemical Holdings, Inc.,
its general partner
By: /s/ Xxxxxx Xxxx
----------------------------------------------
Xxxxxx Xxxx
President of the general partners of the
above Borrowers
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
GUARANTORS:
GRAMERCY CHLOR-ALKALI CORPORATION,
a Delaware corporation
GVGP, INC., a Delaware corporation
WESTLAKE CHEMICAL HOLDINGS, INC.,
a Delaware corporation
WESTLAKE CHEMICAL INVESTMENTS, INC.,
a Delaware corporation
WESTLAKE MANAGEMENT SERVICES, INC.,
a Delaware corporation
WESTLAKE OLEFINS CORPORATION,
a Delaware corporation
WESTLAKE RESOURCES CORPORATION,
a Delaware corporation
WESTLAKE VINYL CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx Xxxx
----------------------------------------
Xxxxxx Xxxx
President of the above entities
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
NORTH AMERICAN PROFILES, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
President
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
Signature Page to that certain Third Amendment and Waiver to Credit Agreement
dated as of the date first stated above, among Westlake Chemical Corporation and
certain of its domestic subsidiaries, as Borrowers, Bank of America, N.A., in
its capacity as Agent, Required Lenders, and Guarantors.
GEISMAR HOLDINGS, INC., a Delaware corporation
WESTLAKE CHEMICAL MANUFACTURING, INC.,
a Delaware corporation
WESTLAKE CHEMICAL PRODUCTS, INC.,
a Delaware corporation
WESTLAKE DEVELOPMENT CORPORATION,
a Delaware corporation
By: /s/ R. Xxxxxxx Xxxxxx
-------------------------------------------
R. Xxxxxxx Xxxxxx
President of the above entities
SIGNATURE PAGE TO THIRD AMENDMENT AND WAIVER
