Kraton Polymers LLC Kraton Polymers Capital Corporation PURCHASE AGREEMENTPurchase Agreement • January 7th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of January 6, 2016 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated December 16, 2003, and the Rule 144A and Regulation S riders thereto, each to be dated on or before the Closing Date (as defined in Section 2 hereof) (together, the “DTC Agreement”), between the Issuers and the Depositary.
AMENDED AND RESTATED LOAN, SECURITY AND GUARANTEE AGREEMENT Dated as of January 6, 2016 among KRATON POLYMERS U.S. LLC, as Initial U.S. Borrower and a Guarantor, ARIZONA CHEMICAL COMPANY, LLC, as Added U.S. Borrower and Guarantor KRATON PERFORMANCE...Loan, Security and Guarantee Agreement • January 7th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Until the delivery to the Agent, pursuant to Section 8.1, of a Borrowing Base Certificate for each Borrowing Base covering the first calendar month ending after the Closing Date, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, (a) the Applicable Margin shall be determined (i) on the first day of the calendar month until the end of the first Fiscal Quarter ended after the Closing Date and (ii) as of the end of each Fiscal Quarter, in each case based upon the Borrowing Base Certificates delivered pursuant to Section 8.1 and (b) each change in the Applicable Margin shall be effective during the period commencing on the first day of the calendar month following the receipt by the Agent of the financial statements and Compliance Certificate for the Fiscal Quarter or, in the case of the last Fiscal Quarter of each year, the calendar year then ended pursuant to Section 10.1.2(a) or (b), as applicable, and ending on the date immediately preceding the effec
PLEDGE AND SECURITY AGREEMENT dated as of January 6, 2016, between EACH OF THE GRANTORS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentPledge and Security Agreement • January 7th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 6, 2016, between EACH OF THE UNDERSIGNED GRANTORS, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as collateral agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity as collateral agent, together with its successors and assigns, the “Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • January 7th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 14, 2015, by and among Kraton Polymers LLC, a Delaware limited liability company (the “Company”), Kraton Polymers Capital Corporation, a Delaware Corporation (the “Co-Issuer,” and together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
CREDIT AND GUARANTEE AGREEMENT dated as of January 6, 2016, among KRATON POLYMERS LLC, as Borrower, KRATON PERFORMANCE POLYMERS, INC. and CERTAIN SUBSIDIARIES OF KRATON POLYMERS LLC, as Guarantors, VARIOUS LENDERS, and CREDIT SUISSE AG, CAYMAN ISLANDS...Credit and Guarantee Agreement • January 7th, 2016 • Kraton Performance Polymers, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This CREDIT AND GUARANTEE AGREEMENT, dated as of January 6, 2016, is entered into by and among Kraton Polymers LLC, a Delaware limited liability company (“Borrower”); Kraton Performance Polymers, Inc., a Delaware corporation (“Parent”); certain subsidiaries of Parent, as Guarantors; the Lenders party hereto from time to time; Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”); and Nomura Securities International, Inc. and Deutsche Bank Securities Inc. as Syndication Agents.
