Tioxide Americas Inc Sample Contracts

Tioxide Americas Inc – SLAG SALES AGREEMENT (January 26th, 2000)

CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.11 **Confidential portions of this Exhibit have been omitted pursuant to the Rules and Regulations of the Securities and Exchange Commission. The symbol "[+++++]" has been used to identify information which is the subject of a Confidential Treatment Request.** SLAG SALES AGREEMENT -------------------- THIS AGREEMENT is made as of this 10th day of July, 1997 by and between RICHARDS BAY IRON AND TITANIUM (PROPRIETARY) LIMITED, a South African corporation with offices at Richards Bay, Natal, South Africa (hereafter "RBIT"), and TIOXIDE S.A. (PTY) LIMITED, a company with an office in Umbogintwini, South Africa (hereafter, the "Buyer"). WHEREAS in consideration for RBIT's undertaking to produce a special [+++++] titanium-bearing slag product and to supply Buy

Tioxide Americas Inc – SLAG SALES AGREEMENT (January 26th, 2000)

CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.12 **Confidential portions of this Exhibit have been omitted pursuant to the Rules and Regulations of the Securities and Exchange Commission. The symbol "[+++++]" has been used to identify information which is the subject of a Confidential Treatment Request.** SLAG SALES AGREEMENT -------------------- THIS AGREEMENT dated the 10th day of July, 1997 by and between QIT-FER ET TITANE INC., a Quebec corporation with offices at 1625, Marie-Victorin, Tracy, Quebec, Canada, J3R 1M6 (hereinafter "QIT"), and TIOXIDE EUROPE LIMITED, an English company with its Registered Office at Tioxide House, 137-143 Hammersmith Road, London W14 0QL, England (hereinafter, the "Buyer"); WHEREAS, QIT and Buyer entered into a Slag Sales Agreement dated October 14, 1991 as amende

Tioxide Americas Inc – SLAG SALES AGREEMENT (October 14th, 1999)

CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.12 **Confidential portions of this Exhibit have been omitted pursuant to the Rules and Regulations of the Securities and Exchange Commission. The symbol "[+++++]" has been used to identify information which is the subject of a Confidential Treatment Request.** SLAG SALES AGREEMENT -------------------- THIS AGREEMENT dated the 10th day of July, 1997 by and between QIT-FER ET TITANE INC., a Quebec corporation with offices at 1625, Marie-Victorin, Tracy, Quebec, Canada, J3R 1M6 (hereinafter "QIT"), and TIOXIDE EUROPE LIMITED, an English company with its Registered Office at Tioxide House, 137-143 Hammersmith Road, London W14 0QL, England (hereinafter, the "Buyer"); WHEREAS, QIT and Buyer entered into a Slag Sales Agreement dated October 14, 1991 as amended

Tioxide Americas Inc – SLAG SALES AGREEMENT (October 14th, 1999)

CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.11 **Confidential portions of this Exhibit have been omitted pursuant to the Rules and Regulations of the Securities and Exchange Commission. The symbol "[+++++]" has been used to identify information which is the subject of a Confidential Treatment Request.** SLAG SALES AGREEMENT -------------------- THIS AGREEMENT is made as of this 10th day of July, 1997 by and between RICHARDS BAY IRON AND TITANIUM (PROPRIETARY) LIMITED, a South African corporation with offices at Richards Bay, Natal, South Africa (hereafter "RBIT"), and TIOXIDE S.A. (PTY) LIMITED, a company with an office in Umbogintwini, South Africa (hereafter, the "Buyer"). [+++++]; WHEREAS Buyer has equipped its pigment plant at Umbogintwini, South Africa with special facilities to enab

Tioxide Americas Inc – LIABILITY AND INDEMNITY AGREEMENT (October 14th, 1999)

EXHIBIT 10.9 LIABILITY AND INDEMNITY AGREEMENT --------------------------------- AGREEMENT (for convenience called "Liability and Indemnity Agreement") made as of the 28/th/ day of December, 1981, by and among Rubicon Inc. ("Rubicon"), a Louisiana corporation having its principal office at Geismar, Louisiana, Rubicon Chemicals Inc. ("RCI"), a Louisiana corporation having its principal office at Geismar, Louisiana, Imperial Chemical Industries PLC ("ICI PLC"), an English company having its registered office at Imperial Chemical House, Millbank, London SW1P 3JF, England, ICI American Holdings Inc. ("ICI"), a Delaware corporation and a wholly-owned subsidiary of ICI PLC, having its principal office at One Rollins Plaza, Wilmington, Delaware 19877, ICI Americas Inc. ("ICI-AM"), a Delaware corporation and a wholly-owned subsidiary of ICI, having its principal office at

Tioxide Americas Inc – INDENTURE (August 13th, 1999)

EXHIBIT 4.1 ================================================================================ INDENTURE Dated as of June 30, 1999 Among HUNTSMAN ICI CHEMICALS LLC, as Issuer, each of the Guarantors named herein and Bank One, N.A., as Trustee __________________ $600,000,000 10 1/8% Senior Subordinated Notes due 2009 EU200,000,000 10 1/8% Senior Subordinated Notes due 2009 ================================================================================ TABLE OF CONTENTS -----------------

Tioxide Americas Inc – OPERATING & MAINTENANCE AGREEMENT (August 13th, 1999)

EXHIBIT 10.3 OPERATING & MAINTENANCE AGREEMENT by and between HUNTSMAN SPECIALTY CHEMICALS CORPORATION, and HUNTSMAN PETROCHEMICAL CORPORATION TABLE OF CONTENTS ----------------- ARTICLE I Term 1.1 Initial Term.......................................................... 1 ARTICLE II The Operator 2.1 Appointment and Agreements of Operator................................ 2 2.2 Agreements of Owner................................................... 2 2.3 Duties of Operator.................................................... 4

Tioxide Americas Inc – Exchange and Registration Rights Agreement (August 13th, 1999)

EXHIBIT 4.4 Huntsman ICI Chemicals LLC $600,000,000 10 1/8% Senior Subordinated Notes due 2009 EU200,000,000 10 1/8% Senior Subordinated Notes due 2009 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Tioxide Group Tioxide Americas Inc. Huntsman ICI Financial LLC ------ Exchange and Registration Rights Agreement ------------------------------------------ June 30, 1999 Goldman, Sachs & Co., Deutsche Bank Securities Inc. Chase Securities Inc. Warburg Dillon Read LLC c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gen

Tioxide Americas Inc – SHAREHOLDERS AGREEMENT (August 13th, 1999)

EXHIBIT 10.7 SHAREHOLDERS AGREEMENT ---------------------- THIS AGREEMENT (for convenience called "Shareholders Agreement") made as of the 11th day of January 1982, by and among Imperial Chemical Industries PLC (formerly Imperial Chemical Industries Limited) ("ICI PLC"), an English company having its registered office in London, England; ICI American Holdings Inc. ("ICI"), a Delaware corporation having its principal office in Wilmington, Delaware, and UNIROYAL, Inc. (formerly United States Rubber Company) ("Uniroyal"), a New Jersey corporation having its principal office in Middlebury, Connecticut 06749. WHEREAS: (1) ICI PLC and Uniroyal are the parties to a so-called Main Agreement, dated December 19, 1963 ("Main Agreement"), pursuant to which they jointly formed and owned Rubicon Chemicals Inc. ("RCI"), a Louisiana corporati

Tioxide Americas Inc – JOINT VENTURE AGREEMENT (August 13th, 1999)

Exhibit 10.6 JOINT VENTURE AGREEMENT DATED AS OF OCTOBER 18, 1993 BETWEEN TIOXIDE AMERICAS INC. AND KRONOS LOUISIANA, INC. TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS 1.01. Definitions......................................................................... 1

Tioxide Americas Inc – PURCHASE AND SALE AGREEMENT (August 13th, 1999)

EXHIBIT 10.2 TABLE OF CONTENTS PURCHASE AND SALE AGREEMENT (PO/MTBE BUSINESS) PART ONE: SUBJECT MATTER OF THE AGREEMENT: DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1 Subject Matter............................................ 1 Section 1.2 Definitions............................................... 1 Section 1.3 Rules of Construction..................................... 14 (a) General............................................... 14 (b) Parts and Sections.................................... 14 (c) Other Agreements...................................... 14

Tioxide Americas Inc – Asset Sale Agreement (August 13th, 1999)

EXHIBIT 10.5 Dated 30th June 1999 BP CHEMICALS LIMITED -and- HUNTSMAN ICI CHEMICALS LLC ========================================== Asset Sale Agreement ========================================== Confidential treatment requested. Exhibit omitted and filed separately with the SEC.

Tioxide Americas Inc – CREDIT AGREEMENT (August 13th, 1999)

EXHIBIT 10.4 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CREDIT AGREEMENT among HUNTSMAN ICI CHEMICALS LLC, as the Borrower HUNTSMAN ICI HOLDINGS LLC, as a Guarantor BANKERS TRUST COMPANY, as Lead Arranger, Administrative Agent and Sole Book Manager, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent and Co-Arranger, THE CHASE MANHATTAN BANK AND WARBURG DILLON READ, as Co-Arrangers and Co-Documentation Agents and VARIOUS

Tioxide Americas Inc – OPERATING AGREEMENT (August 13th, 1999)

EXHIBIT 10.8 OPERATING AGREEMENT ------------------- AGREEMENT (for convenience called "Operating Agreement") made as of the 28th day of December, 1981, by and among ICI Americas Inc. ("ICI-AM"), a Delaware corporation having its principal office at One Rollins Plaza, Wilmington, Delaware 19897; UNIROYAL, Inc. ("Uniroyal"), a New Jersey corporation having its principal office at Benson Road, Middlebury, Connecticut 06749; Rubicon Chemicals Inc. ("RCI"), a Louisiana corporation having its principal office at Geismar, Louisiana 70734 and Rubicon Inc. ("Rubicon"), a Louisiana corporation having its principal office at Geismar, Louisiana 70734. WHEREAS: (1) ICI-AM, Uniroyal and RCI are the parties to an agreement, dated as of April 1, 1977 (the "Original Operating Agreement"); and (2) in vi