Kraton Polymers LLC Sample Contracts

CREDIT AGREEMENT Dated as of February 11, 2011 among KRATON POLYMERS LLC, as Borrower, KRATON PERFORMANCE POLYMERS, INC., as Guarantor, CERTAIN SUBSIDIARIES OF KRATON POLYMERS LLC IDENTIFIED HEREIN, as additional Guarantors, BANK OF AMERICA, N.A., as...
Credit Agreement • February 15th, 2011 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

This CREDIT AGREEMENT is entered into as of February 11, 2011 among KRATON PERFORMANCE POLYMERS, INC. (formerly known as Polymer Holdings LLC), a Delaware corporation, as a Guarantor (as defined herein), KRATON POLYMERS LLC, a Delaware limited liability company, as Borrower, the other Guarantors, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

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REGISTRATION RIGHTS AGREEMENT by and among Kraton Polymers LLC Kraton Polymers Capital Corporation Kraton Performance Polymers, Inc. Elastomers Holdings LLC Kraton Polymers U.S. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse...
Registration Rights Agreement • February 15th, 2011 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2011, 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”), Kraton Performance Polymers, Inc., Elastomers Holdings LLC and Kraton Polymers U.S. LLC (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and Macquarie Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 6.75% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Secur

AMENDED AND RESTATED EMPLOYMENT AGREEMENT STEPHEN W. DUFFY
Employment Agreement • March 15th, 2010 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 8, 2009 (the “Restatement Date”) by and between Polymer Holdings LLC (“Parent”), a Delaware limited liability company, KRATON Polymers LLC, (“KRATON” or the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Parent, and Stephen W. Duffy (“Executive”).

KRATON Polymers LLC KRATON Polymers Capital Corporation unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto
Kraton Polymers LLC • April 1st, 2005 • New York

KRATON Polymers LLC, a Delaware limited liability company (the “Company”) and KRATON Polymers Capital Corporation, a Delaware corporation (“KRATON Capital” and together with the Company, the “Issuers”) propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8.125% Senior Subordinated Notes due 2014, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

OPTION GRANT AGREEMENT
Option Grant Agreement • December 6th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This OPTION GRANT AGREEMENT, made as of the 1st day of December, 2005 between TJ Chemical Holdings LLC (the “Company”) and Steven Demetriou (the “Participant”).

PROFITS UNIT AWARD AGREEMENT
Profits Unit Award Agreement • December 22nd, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

PROFITS UNIT AWARD AGREEMENT (“Agreement”) dated as of October 6, 2006 (the "Date of Grant”), by and between Kraton Management LLC, a Delaware limited liability company (the “Company”) and Nicholas G. Dekker (the “Participant”). Unless the context otherwise provides, capitalized terms not defined herein shall have the meanings ascribed to them in the Limited Liability Company Operating Agreement of Kraton Management LLC, as amended from time to time (the “Management LLC Agreement”).

AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 15th, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is dated as of May 12, 2006 (the “Fourth Amendment Effective Date”), among KRATON Polymers LLC, a Delaware limited liability company (“Company”), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent (“Agent”).

RESTRICTED UNIT AWARD GRANT AGREEMENT
Restricted Unit Award Grant Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware

THIS RESTRICTED UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 10th day of September, 2004 between KRATON Polymers LLC (the “Company”) and Dave Bradley (the “Participant”).

PLEDGE AGREEMENT
Pledge Agreement • February 15th, 2011 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS PLEDGE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement” or the “Agreement”), dated as of February 11, 2011, is by and among Kraton Polymers LLC, a Delaware limited liability company (the “Borrower”), Kraton Performance Polymers, Inc. (formerly known as Polymer Holdings LLC.), a Delaware corporation (“Holdings”) and the other parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually, a “Pledgor” and collectively, the “Pledgors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity together with its successors and assigns, the “Collateral Agent”) for the holders of the Secured Obligations referenced below.

Amendment to No. 2 to the Employment Agreement
Employment Agreement • April 12th, 2007 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

WHEREAS, KRATON Polymers LLC (the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC and Kevin Fogarty (the “Executive”) are parties to an Employment Agreement dated November 9, 2005 (the “Employment Agreement”),

NOTIONAL UNIT AWARD GRANT AGREEMENT
Notional Unit Award Grant Agreement • December 22nd, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS NOTIONAL UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 30th day of November 2006, between Kraton Polymers LLC (the “Company”) and Nicholas G. Dekker (the “Participant’).

INDEMNITY AGREEMENT
Indemnity Agreement • June 2nd, 2010 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June , 2010, by and between Kraton Performance Polymers, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

FIRST AMENDED AND RESTATED OPERATION AND MAINTENANCE SERVICES AGREEMENT
Operation and Maintenance • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • England
CONTRIBUTION AGREEMENT BETWEEN
Contribution Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

a company incorporated under the laws of the Netherlands and having its registered office at 30 Carel van Bylandtlaan, The Hague, the Netherlands (hereinafter referred to as “SIRM”)

SEPARATION AGREEMENT AND GENERAL RELEASE AND WAIVER
Separation Agreement and General Release and Waiver • October 27th, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Texas

This Separation Agreement and General Release and Waiver (this “Agreement”) is made as of October 26, 2006, between KRATON Polymers LLC (the “Company”), and Raymond Guba (the “Employee”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among RIPPLEWOOD CHEMICAL HOLDING LLC, KRATON POLYMERS LLC, POLYMER HOLDINGS LLC and POLYMER ACQUISITION LLC Dated as of November 5, 2003, As amended and restated on December 23, 2003
Description of Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

This Amended and Restated Agreement and Plan of Merger, dated as of November 5, 2003, and as amended and restated on December 23, 2003 (hereinafter this “Agreement”), is made between Ripplewood Chemical Holding LLC, a Delaware limited liability company (“Seller”), KRATON Polymers LLC, a Delaware limited liability company (“KRATON”), Polymer Holdings LLC (formerly TPG Polymer Holdings, LLC), a Delaware limited liability company (“Buyer”), and Polymer Acquisition LLC (formerly TPG Polymer Acquisition, LLC), a Delaware limited liability company (“Merger Sub”).

STYRENE SALES CONTRACT Dated AUGUST 30, 1999
Kraton Polymers LLC • July 15th, 2005 • Plastic materials, synth resins & nonvulcan elastomers • Texas
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELASTOMERS HOLDINGS LLC
Limited Liability Company Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ELASTOMERS HOLDINGS LLC (the “Company”) dated and effective as of February 28, 2001, is entered into by RK Polymers LLC, a Delaware limited liability company, as the sole member (the “Member”).

FIRST AMENDED AND RESTATED OPERATION AND MAINTENANCE SERVICES AGREEMENT
Services Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • England
CONTRIBUTION AGREEMENT BETWEEN
Contribution Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

a company incorporated under the laws of the State of Delaware, United States of America, and having an office at One Shell Plaza, 910 Louisiana Street, Houston, Texas 77002 (hereinafter referred to as “SOC”)

AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELASTOMER HOLDINGS LLC
Limited Liability Company Agreement • April 1st, 2005 • Kraton Polymers LLC

This Amended Limited Liability Company Agreement (this “Agreement”) of ELASTOMER HOLDINGS LLC (the “Company”) dated and effective as of March 1, 2001, is entered into by KRATON Polymers LLC (formerly Ripplewood Chemical Acquisition LLC and RK Polymers LLC), a Delaware limited liability company, as the sole member (the “Member”).

EMPLOYMENT AGREEMENT DAVE BRADLEY
Employment Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 8, 2004 by and between KRATON Polymers LLC, (“KRATON”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC (“Parent”), a Delaware limited liability company and Dave Bradley (the “Executive”).

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EMPLOYMENT AGREEMENT ROBERT NEWMAN
Employment Agreement • April 1st, 2005 • Kraton Polymers LLC • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 18, 2004 by and between KRATON Polymers LLC, (“KRATON”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC (“Parent”), a Delaware limited liability company and Robert Newman (the “Executive”).

August 30, 2004 Mr. Gary M. Spitz
Kraton Polymers LLC • April 1st, 2005
AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • December 21st, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

AMENDMENT NO. 5 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of December 15, 2006, among Kraton Polymers LLC, a Delaware limited liability company (“Company”), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent (“Agent”).

AMENDMENT NUMBER EIGHT (# 8) TO ISOPRENE SALES CONTRACT
Number Eight • September 15th, 2009 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

This Amendment (“Amendment”) Number Eight (# 8) is entered into and effective this 10th day of September, 2009, by and between Shell Chemical LP (“Seller”) and Kraton Polymers U.S. LLC, f/k/a Shell Elastomers LLC (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party” and collectively as the “Parties.”

NOTIONAL UNIT AWARD GRANT AGREEMENT
Notional Unit Award Grant Agreement • November 14th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS NOTIONAL UNIT AWARD GRANT AGREEMENT (this “Agreement”), made as of the 24th day of October, 2005 between KRATON Polymers LLC (the “Company”) and Raymond Guba (the “Participant’).

SHELL CHIMIE S.A. and KRATON POLYMERS FRANCE S.A.S.
Agreement • July 15th, 2005 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • England
Amendment No. 1 to the Employment Agreement
Employment Agreement • December 21st, 2007 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

WHEREAS, Kraton Polymers LLC (the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC, and Nicholas G. Dekker (the “Executive”) are parties (the “Parties”) to the Employment Agreement dated as of April 9, 2007 (the “Employment Agreement”),

AMENDMENT NUMBER FIVE (# 5) TO ISOPRENE SALES CONTRACT
Number Five • July 1st, 2009 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

This Amendment (“Amendment”) Number Five (# 5) is entered into and effective this 26th day of June, 2009, by and between Shell Chemical LP (“Seller”) and Kraton Polymers U.S. LLC, f/k/a Shell Elastomers LLC (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 15th, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers • New York

AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of February 16, 2006, among Kraton Polymers LLC, a Delaware limited liability company (“Company”), each of the Guarantors listed on the signature pages hereto, the Lenders party hereto, and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent (“Agent”).

Form of Amendment No. 2 to the Employment Agreement
Employment Agreement • December 22nd, 2006 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

WHEREAS, Kraton Polymers LLC (the “Company”), a Delaware limited liability company, which is a wholly owned subsidiary of Polymer Holdings LLC and (the “Executive”) are parties to an Employment Agreement dated (the “Employment Agreement”),

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DAVID A. BRADLEY
Employment Agreement • November 12th, 2010 • Kraton Polymers LLC • Plastic materials, synth resins & nonvulcan elastomers

This First Amendment (the “First Amendment”) to that certain Amended and Restated Employment Agreement (the “Agreement”) dated effective as of December 8, 2009 by and among Kraton Performance Polymers, Inc. (f/k/a Polymer Holdings LLC) (the “Parent”), a Delaware corporation, Kraton Polymers LLC (“Kraton,” or the “Company”), a Delaware limited liability company and wholly-owned subsidiary of the Parent, and David A. Bradley (“Executive”) is entered into effective as of October 12, 2010. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

SEPARATION AGREEMENT AND GENERAL RELEASE AND WAIVER
Separation Agreement and General Release and Waiver • April 1st, 2005 • Kraton Polymers LLC • Texas

This Separation Agreement and General Release and Waiver (this “Agreement”) is made as of October 21 , 2004, between KRATON Polymers LLC (the “Company”), and Garret Davies (the “Employee”).

THIS AGREEMENT is made on February 28th, 2001 BETWEEN:
Agreement • April 1st, 2005 • Kraton Polymers LLC
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