0001193125-13-017560 Sample Contracts

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 Trustee
Indenture • 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”).

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Contract
Non-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”).

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MANAGEMENT FEE AGREEMENT
Management 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”).

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Contract
Investor 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.

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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
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Contract
Non 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”).

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Contract
Non 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”).

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MANAGEMENT AGREEMENT Taminco NV / Kurt DECAT Ghent
Management Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
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MANAGEMENT AGREEMENT Taminco NV / Guy WOUTERS Ghent
Management Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
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MANAGEMENT AGREEMENT Taminco NV / Piet VANNESTE Ghent
Management Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
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METHANOL PURCHASE AND SALE AGREEMENT
Methanol 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”).

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METHANOL PURCHASE AND SALE AGREEMENT AMENDMENT Amendment 1
Methanol 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”).

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MANAGEMENT AGREEMENT Taminco Group NV / Laurent LENOIR Ghent
Management Agreement • January 18th, 2013 • TAMINCO ACQUISITION Corp • Industrial organic chemicals
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