0000842295-09-000090 Sample Contracts

SUBORDINATION AGREEMENT
Subordination Agreement • September 28th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals

THIS SUBORDINATION AGREEMENT (this "Agreement") is executed effective as of September 16, 2009, by and among X-L Investments, a Texas general partnership ("X-L"), Five Star Investments, a Texas general partnership ("Five Star"), Thomas Pauken ("T. Pauken"), Ida Pauken ("I. Pauken"), William Solemene ("Solemene"), and Stanley F. Bedell ("Bedell" and collectively with X-L, Five Star, T. Pauken, I. Pauken and Solemene, the "Subordinated Lenders" and each a "Subordinated Lender"), and Bank of America, N.A., a national banking association (together with its successors and assigns, "Senior Lender").

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WAIVER OF EXERCISE AND CONVERSION RIGHTS
Waiver of Exercise and Conversion Rights • September 28th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals • Texas

THIS WAIVER OF EXERCISE AND CONVERSION RIGHTS (this "Agreement") is entered into as of this 24th day of September, 2009 by and among TOR Minerals International, Inc. (the "Company"), Thomas Pauken and Ida Pauken (each, a "Unitholder").

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • September 28th, 2009 • Tor Minerals International Inc • Industrial inorganic chemicals

THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") is dated September 25, 2009, and entered into between TOR Minerals International, Inc., a Delaware corporation ("Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender"). Capitalized terms used but not defined in this Amendment have the meaning given them in the Loan Agreement (defined below).

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