Westlake Chemical Partners LP Sample Contracts

WESTLAKE CHEMICAL PARTNERS LP 4,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 4,500,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 675,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2014, by and between Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), and WPT LLC, a Delaware limited liability company (“WPT”).

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL PARTNERS LP
Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL PARTNERS LP dated as of August 4, 2014, is entered into by and between Westlake Chemical Partners GP LLC, a Delaware limited liability company, as the General Partner, and Westlake International Services Corporation, a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

WESTLAKE CHEMICAL PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $50,000,000 EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 5th, 2018 • Westlake Chemical Partners LP • Industrial organic chemicals

Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), and Westlake Chemical Partners GP LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner” and, together with the Partnership, the “Partnership Parties”), confirm their agreement (this “Agreement”) with UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each, a “Manager” and, collectively, the “Managers”), as follows:

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL OPCO LP DATED AS OF AUGUST 4, 2014
Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL OPCO LP, dated as of August 4, 2014, is entered into and executed by WESTLAKE CHEMICAL OPCO GP LLC, a Delaware limited liability company, as the General Partner, and WPT LLC, a Delaware limited liability company, WESTLAKE PETROCHEMICALS LLC, a Delaware limited liability company, WESTLAKE LONGVIEW CORPORATION, a Delaware corporation, WESTLAKE VINYLS, INC., a Delaware corporation, and WESTLAKE CHEMICAL PARTNERS LP, a Delaware limited partnership, as Limited Partners.

SERVICES AND SECONDMENT AGREEMENT by and between WESTLAKE CHEMICAL OPCO LP and WESTLAKE MANAGEMENT SERVICES, INC. and WESTLAKE VINYLS, INC. and WPT LLC and WESTLAKE PETROCHEMICALS LLC August 4, 2014
Services and Secondment Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals

THIS AGREEMENT is made effective as of August 4, 2014, by and between Westlake Chemical OpCo LP, a Delaware limited partnership (“Owner”), and Westlake Management Services, Inc., a Delaware corporation (“WMSI”), Westlake Vinyls, Inc., a Delaware corporation (“Vinyls”), WPT LLC, a Delaware limited liability company (“WPT”) and Westlake Petrochemicals LLC, a Delaware limited liability company (“Petrochemicals”) (collectively, the “Westlake Parties”). Owner and the Westlake Parties are sometimes referred to herein separately as “Party” or collectively as the “Parties”.

SITE LEASE AGREEMENT (CALVERT CITY) BETWEEN WESTLAKE VINYLS, INC., AS LESSOR, AND WESTLAKE CHEMICAL OPCO LP, AS LESSEE
Site Lease Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Kentucky

THIS SITE LEASE AGREEMENT (CALVERT CITY) (this “Lease”) is made and entered into to be effective as of August 4, 2014 (the “Effective Date”), by and between WESTLAKE VINYLS, INC., a Delaware corporation (“Lessor”), and WESTLAKE CHEMICAL OPCO LP, a Delaware limited partnership (“Lessee”).

CONTRIBUTION AGREEMENT BY AND BETWEEN WPT LLC AND WESTLAKE CHEMICAL PARTNERS LP DATED AS OF JULY 29, 2014
Contribution Agreement • August 4th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals

This Contribution Agreement, dated as of July 29, 2014 (this “Agreement”), is entered into by and between WPT LLC, a Delaware limited liability company (“WPT”), and Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”

WESTLAKE CHEMICAL PARTNERS LP 11,250,000 Common Units representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • August 4th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • New York
EQUITY PURCHASE AGREEMENT BY AND AMONG WESTLAKE CHEMICAL PARTNERS LP WESTLAKE CHEMICAL OPCO LP AND WPT LLC DATED AS OF MARCH 26, 2019
Equity Purchase Agreement • March 27th, 2019 • Westlake Chemical Partners LP • Industrial organic chemicals

This Equity Purchase Agreement (this “Agreement”) is entered into and dated as of March 26, 2019 (the “Execution Date”), by and among Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), Westlake Chemical OpCo LP, a Delaware limited partnership (“OpCo”), and WPT LLC, a Delaware limited liability company (“Westlake”). Each of the above named entities may be referred to herein individually as a “Party” and collectively as the “Parties.”

INVESTMENT MANAGEMENT AGREEMENT among
Investment Management Agreement • November 7th, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals • Texas

This INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of August 1, 2017, among WESTLAKE CHEMICAL CORPORATION, a Delaware corporation (“Westlake”), WESTLAKE CHEMICAL OPCO LP, a Delaware limited partnership (“OpCo”), and WESTLAKE CHEMICAL PARTNERS LP, a Delaware limited partnership (“MLP”).

SITE LEASE AGREEMENT (LAKE CHARLES) BETWEEN WESTLAKE PETROCHEMICALS LLC, AS LESSOR, AND WESTLAKE CHEMICAL OPCO LP, AS LESSEE
Site Lease Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Louisiana

THIS SITE LEASE AGREEMENT (LAKE CHARLES) (this “Lease”) is made and entered into to be effective as of August 4, 2014 (the “Effective Date”), by and between WESTLAKE PETROCHEMICALS LLC, a Delaware limited liability company (“Lessor”), and WESTLAKE CHEMICAL OPCO LP, a Delaware limited partnership (“Lessee”).

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • March 1st, 2018 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

This Phantom Unit Agreement (this “Agreement”) is made as of Date (the “Grant Date”) between Westlake Chemical Partners GP LLC, a Delaware limited liability company (the “General Partner”), and Full Name (the “Director”) pursuant to the terms and conditions of the Westlake Chemical Partners LP Long-Term Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

EQUITY PURCHASE AGREEMENT BY AND AMONG WESTLAKE CHEMICAL PARTNERS LP WESTLAKE CHEMICAL OPCO LP AND WPT LLC DATED AS OF APRIL 29, 2015
Equity Purchase Agreement • April 30th, 2015 • Westlake Chemical Partners LP • Industrial organic chemicals

This Equity Purchase Agreement (this “Agreement”) is entered into and dated April 29, 2015 (the “Execution Date”), by and among Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), Westlake Chemical OpCo LP, a Delaware limited partnership (“OpCo”), and WPT LLC, a Delaware limited liability company (“Westlake”). Each of the above named entities may be referred to herein individually as a “Party” and collectively as the “Parties.”

SECOND AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENT
Senior Unsecured Revolving Credit Agreement • March 1st, 2018 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

This SECOND AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of November 28, 2017, by and among WESTLAKE CHEMICAL PARTNERS LP, a Delaware limited partnership (“Borrower”), as borrower and WESTLAKE CHEMICAL FINANCE CORPORATION, a Delaware corporation (“Lender”), as lender.

SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of April 29, 2015 between Westlake Chemical Partners LP as Borrower and Westlake Chemical Finance Corporation as Lender
Senior Unsecured Revolving Credit Agreement • April 30th, 2015 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

Effective as of the beginning of each Interest Period, the Applicable Margin shall be adjusted upward or downward, as applicable, to the respective percentages shown in the table above based on the Consolidated Leverage Ratio as of the end of the fiscal quarter ending immediately prior to such Interest Period. For purposes hereof, any such adjustment in the respective amounts of the Applicable Margin, whether upward or downward, shall be determined based on the

ETHYLENE SALES AGREEMENT between WESTLAKE CHEMICAL OPCO LP as Seller and WPT LLC WESTLAKE VINYLS, INC. WESTLAKE PETROCHEMICALS LLC as Buyer Dated August 4, 2014
Ethylene Sales Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals

This ETHYLENE SALES AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2014 (the “Effective Date”), by and among Westlake Chemical OpCo LP, a Delaware limited partnership (“Seller”), and WPT LLC, a Delaware limited liability company, Westlake Vinyls, Inc., a Delaware corporation, and Westlake Petrochemicals LLC, a Delaware limited liability company (each, a “Buyer Party,” and collectively, “Buyer”). Seller and Buyer hereinafter are referred to each individually as a “Party” and collectively as the “Parties.”

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • March 7th, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

This Phantom Unit Agreement (this “Agreement”) is made as of [●] (the “Grant Date”) between Westlake Chemical Partners GP LLC, a Delaware limited liability company (the “General Partner”), and [●] (the “Director”) pursuant to the terms and conditions of the Westlake Chemical Partners LP Long-Term Incentive Plan (the “Plan”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL OPCO LP DATED AS OF , 2014
Agreement • June 6th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL OPCO LP, dated as of , 2014, is entered into and executed by WESTLAKE CHEMICAL OPCO GP LLC, a Delaware limited liability company, as the General Partner, and WPT LLC, a Delaware limited liability company, WESTLAKE PETROCHEMICALS LLC, a Delaware limited liability company, WESTLAKE LONGVIEW CORPORATION, a Delaware corporation, WESTLAKE VINYLS, INC., a Delaware corporation, and WESTLAKE CHEMICAL PARTNERS LP, a Delaware limited partnership, as Limited Partners.

Contract
Joint Filing Agreement • February 6th, 2019 • Westlake Chemical Partners LP • Industrial organic chemicals

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G/A and any further amendments thereto may be filed on behalf of each of the undersigned with respect to the common units held by each of them in Westlake Chemical Partners LP.

THIRD AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENT
Senior Unsecured Revolving Credit Agreement • May 6th, 2020 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

This THIRD AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 19, 2020, by and among WESTLAKE CHEMICAL PARTNERS LP, a Delaware limited partnership (“Borrower”), as borrower and WESTLAKE CHEMICAL FINANCE CORPORATION, a Delaware corporation (“Lender”), as lender.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG WESTLAKE CHEMICAL PARTNERS LP AND THE PURCHASERS
Registration Rights Agreement • March 29th, 2019 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2019, by and among Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to the Purchase Agreement (as defined below) (each, a “Purchaser” and collectively, the “Purchasers”).

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FORM OF INTERCOMPANY INTELLECTUAL PROPERTY TRANSFER AGREEMENT
Intercompany Intellectual Property Transfer Agreement • July 15th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • Texas

This Intercompany Intellectual Property Transfer Agreement (this “Agreement”), is entered into and effective as of (the “Effective Date”), by and between Westlake Management Services, Inc. (“Services”) and Westlake Chemical OpCo LP (“OpCo”), each a “Party” and collectively the “Parties.”

EXCHANGE AGREEMENT (the “Agreement”)
Exchange Agreement • March 7th, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals

Exchange Period/Term: August 1, 2014 through August 1, 2015 and continuing year to year thereafter, unless otherwise terminated by either Party by giving written notice of termination to the other Party at least three (3) months in advance of the date of termination specified in such notice (“Term”).

AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of June 1, 2017 among Westlake Chemical OpCo LP as Borrower, Westlake Polymers LLC as Administrative Agent and
Senior Unsecured Revolving Credit Agreement • February 28th, 2020 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

THIS AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2017 by and among the lenders party hereto (collectively, the “Lenders”), Westlake Chemical OpCo LP, a Delaware limited partnership (the “Borrower”) and Westlake Polymers LLC as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FIRST AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENT
Senior Unsecured Revolving Credit Agreement • August 3rd, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

This FIRST AMENDMENT TO SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of August 1, 2017, by and among WESTLAKE CHEMICAL PARTNERS LP, a Delaware limited partnership (“Borrower”), as borrower and WESTLAKE CHEMICAL FINANCE CORPORATION, a Delaware corporation (“Lender”), as lender.

FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT
Credit Agreement • November 6th, 2018 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 25, 2018, by and among WESTLAKE CHEMICAL OPCO LP, a Delaware limited partnership (“Borrower”), as borrower, WESTLAKE POLYMERS LLC, a Delaware limited liability as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”).

SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2014 between Westlake Chemical OpCo LP as Borrower and Westlake Development Corporation as Lender
Senior Unsecured Revolving Credit Agreement • August 8th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2014 by and among Westlake Development Corporation, a Delaware corporation (the “Lender”) and Westlake Chemical OpCo LP, a Delaware limited partnership (the “Borrower”).

FORM OF CONTRIBUTION AGREEMENT by and among WESTLAKE VINYLS, INC. WESTLAKE PETROCHEMICALS LLC WPT LLC WESTLAKE ETHYLENE PIPELINE CORPORATION WESTLAKE LONGVIEW CORPORATION WESTLAKE CHEMICAL OPCO LP WESTLAKE CHEMICAL CORPORATION and WESTLAKE CHEMICAL...
Contribution Agreement • July 15th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals

This Contribution Agreement, dated as of [ ] [ ], 2014 (this “Agreement”), is by and among Westlake Vinyls, Inc., a Delaware corporation (“Vinyls”), Westlake Petrochemicals LLC, a Delaware limited liability company (“Petrochemicals”), WPT LLC, a Delaware limited liability company (“WPT,” and together with Vinyls and Petrochemicals, the “Contributors”), Westlake Ethylene Pipeline Corporation, a Delaware corporation (“Pipeline”), Westlake Longview Corporation, a Delaware corporation (“Longview”), Westlake Chemical OpCo LP, a Delaware limited partnership (“OpCo”), and Westlake Chemical OpCo GP LLC, a Delaware limited liability company and general partner of OpCo (the “General Partner”). The above named entities are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article I.

AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTLAKE CHEMICAL PARTNERS LP November 16, 2017
Partnership Agreement • November 16th, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), dated as of August 4, 2014 (the “Partnership Agreement”), is entered into effective as of November 16, 2017, by Westlake Chemical Partners GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

CONTRIBUTION AGREEMENT by and among WESTLAKE VINYLS, INC. WESTLAKE PETROCHEMICALS LLC WPT LLC WESTLAKE ETHYLENE PIPELINE CORPORATION WESTLAKE LONGVIEW CORPORATION WESTLAKE CHEMICAL OPCO LP WESTLAKE CHEMICAL CORPORATION and WESTLAKE CHEMICAL OPCO GP...
Contribution Agreement • August 4th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals

This Contribution Agreement, dated as of July 29, 2014 (this “Agreement”), is by and among Westlake Vinyls, Inc., a Delaware corporation (“Vinyls”), Westlake Petrochemicals LLC, a Delaware limited liability company (“Petrochemicals”), WPT LLC, a Delaware limited liability company (“WPT,” and together with Vinyls and Petrochemicals, the “Contributors”), Westlake Ethylene Pipeline Corporation, a Delaware corporation (“Pipeline”), Westlake Longview Corporation, a Delaware corporation (“Longview”), Westlake Chemical OpCo LP, a Delaware limited partnership (“OpCo”), and Westlake Chemical OpCo GP LLC, a Delaware limited liability company and general partner of OpCo (the “General Partner”). The above named entities are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Article I.

FORM OF SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of [ ], 2014 between Westlake Chemical OpCo LP as Borrower and Westlake Development Corporation as Lender
Senior Unsecured Revolving Credit Agreement • June 30th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Westlake Development Corporation, a Delaware corporation (the “Lender”) and Westlake Chemical OpCo LP, a Delaware limited partnership (the “Borrower”).

FORM OF FEEDSTOCK SUPPLY AGREEMENT between WESTLAKE PETROCHEMICALS LLC as Seller and WESTLAKE CHEMICAL OPCO LP as Buyer Dated , 2014
Supply Agreement • July 15th, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals

This FEEDSTOCK SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of , 2014 (the “Effective Date”), by and between Westlake Petrochemicals LLC, a Delaware limited liability company (“Seller”), and Westlake Chemical OpCo LP, a Delaware limited partnership (“Buyer”). Seller and Buyer hereinafter are referred to each individually as a “Party” and collectively as the “Parties.”

SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 21st, 2014 • Westlake Chemical Partners LP • Industrial organic chemicals • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 17, 2014, among Westlake Chemical OpCo LP a Delaware limited partnership (the “Guaranteeing Subsidiary”), Westlake Chemical Corporation, a Delaware corporation (the “Company”), the other Subsidiary Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as trustee under the Indenture referred to below (the “Trustee”).

SECOND AMENDMENT TO ETHYLENE SALES AGREEMENT
Ethylene Sales Agreement • November 6th, 2018 • Westlake Chemical Partners LP • Industrial organic chemicals

This SECOND AMENDMENT (this “Amendment”), dated as of November 1, 2018, and effective as of January 1, 2018, to the ETHYLENE SALES AGREEMENT, dated as of August 4, 2014, as amended by that certain First Amendment dated as of August 4, 2016 and effective as of January 1, 2016 (as amended, the “Agreement”), is entered into by and among WESTLAKE CHEMICAL OPCO LP, a Delaware limited partnership (“Seller”), and WPT LLC, a Delaware limited liability company, WESTLAKE VINYLS, INC., a Delaware corporation, and WESTLAKE PETROCHEMICALS LLC, a Delaware limited liability company (each, a “Buyer Party,” and collectively, “Buyer”). Seller and Buyer hereinafter are referred to each individually as a “Party” and collectively as the “Parties.”

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