Westlake Chemical (WLK)

RECITALS

A. The Borrowers have requested that Required Lenders agree to amend certain provisions of the Credit Agreement, including without limitation, amending the relevant provisions relating to Distributions and Acquisitions.

B. Subject to the terms and conditions of this Amendment, Required Lenders are willing to make such amendments.

Accordingly, for adequate and sufficient consideration, the parties hereto agree as follows:

RECITALS

WHEREAS, the Assignor is party to that certain Amended and Restated Credit Agreement dated as of September 8, 2008 (as amended, amended and restated, modified, supplemented, or renewed, the “Credit Agreement”) by and among Westlake Chemical Corporation and certain of its domestic subsidiaries listed as Borrowers thereto (collectively, the “Borrowers”), the several financial institutions from time to time party thereto (including the Assignor, the “Lenders”), and Bank of America, N.A., as agent for the Lenders (the “Agent”). Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement;

WHEREAS, as provided under the Credit Agreement, the Assignor has committed to make Revolving Loans (the “Revolving Committed Loans”) to the Borrowers in an aggregate amount not to exceed $         (the “Revolving Commitment”);

WHEREAS, the Assignor has made Revolving Committed Loans in the aggregate principal amount of $         to the Borrowers;

WHEREAS, [the Assignor has acquired a participation in its pro rata share of the Letter of Credit Issuers’ liabilities under Letters of Credit in an aggregate principal amount of $         (the “L/C Obligations”)] [no Letters of Credit are outstanding under the Credit Agreement]; and

WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit Agreement in respect of its Revolving Commitment, together with a corresponding portion of each of its outstanding Revolving Committed Loans and L/C Obligations, in an aggregate amount equal to $         (the “Assigned Amount”) on the terms and subject to the conditions set forth herein and the Assignee wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such conditions;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Assignment and Acceptance.

(a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers, and assigns to the Assignee, and (ii) the Assignee hereby purchases, assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) __% (the “Assignee’s Percentage Share”) of (A) the Revolving Commitment, the Revolving Committed Loans, and the L/C Obligations of the Assignor and (B) all related rights, benefits, obligations, liabilities, and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents.

(b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the

RECITALS

A. Borrowers have requested that Lenders agree to amend certain provisions of the Credit Agreement, including without limitation, amending the definition of Fixed Charges.

B. Subject to the terms and conditions of this Amendment, Lenders are willing to agree to such amendments.

Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:

Paragraph 1. Amendment to Credit Agreement. The definition of “Fixed Charges” in Annex A to the Credit Agreement is amended in its entirety to read as follows:

“Fixed Charges” means, with respect to any fiscal period of the Loan Parties on a consolidated basis, without duplication, (a) interest expense, (b) Capital Expenditures (excluding Capital Expenditures funded with Debt other than Revolving Loans, but including, without duplication, principal payments with respect to such Debt, and further excluding up to $75,000,000 of Capital Expenditures made by the Loan Parties from April 1, 2006, through and including March 31, 2007, (c) scheduled principal payments of Debt, prepayments and unscheduled payments (except in connection with a permitted refinancing, replacement, or defeasance) of Debt (other than the Fixed Asset Loan), (d) payments on any deferred payment plan for insurance premiums permitted pursuant to Section 7.13(j), (e) cash Distributions paid by any Loan Party to Persons other than Westlake and its Subsidiaries, and (f) Federal, state, local, and foreign income taxes, excluding deferred taxes. Except as set forth below, the following shall be excluded from Fixed Charges: (x) prepayment of up to $275,000,000 of the Bond Debt and (y) on or after January 1, 2008, so long as at least $247,000,000 principal amount of the Bond Debt is outstanding, an amount not exceeding $255,000,000 in the aggregate of the sum of the following: (i) Capital Expenditures made by the Loan Parties on a consolidated basis, but not exceeding $60,000,000 in each of the fiscal years of Westlake ending December 31, 2008, December 31, 2009, and December 31, 2010, respectively, and (ii) Distributions on the capital stock of Westlake. Notwithstanding the foregoing, for purposes of: (a) the calculation of the Fixed Charge Coverage Ratio as used in the calculation of Applicable Margin, (b) the calculation of Fixed Charge Coverage Ratio as used in the determination of certain required prepayments pursuant to Section 7.14(c)(iii) hereof, and (c) calculation of Pro Forma Fixed Charge Ratio as used in the determination of a permitted Acquisition pursuant to Section 7.26(i) hereof, the amounts described in this subparagraph (y) shall not be excluded.

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Paragraph 2. Effective Date. Notwithstanding any contrary provision, this Amendment is not effective until the date (the “Effective Date”) upon which:

(a) the Agent has received counterparts of this Amendment executed by each Borrower, each Guarantor, the Agent, and the Required Lenders;

(b) all representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the date hereof as though made on and as of the date hereof, other than any such representation or warranty which relates to a specified prior date;

(c) No Default or Event of Default shall have occurred and be continuing; and

(d) Borrowers shall have paid Attorney Costs of the Agent incurred in connection with the Loan Documents, including any outstanding Attorney Costs of the Agent on the Effective Date.

Paragraph 3. Acknowledgment and Ratification. As a material inducement to the Agent and Lenders to execute and deliver this Amendment, each Borrower and each Guarantor (a) consent to the agreements in this Amendment, and (b) agree and acknowledge that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of Borrowers or Guarantors under their respective Loan Documents, which Loan Documents shall remain in full force and effect, and all Liens, guaranties, and rights thereunder are hereby ratified and confirmed. The receipt of each Guarantor’s consent and acknowledgement hereunder shall not constitute a requirement that the Agent and Lenders obtain such consent or acknowledgement in connection with any other amendment, modification, or waiver of any term or provision of any Loan Documents.

Paragraph 4. Representations. As a material inducement to Lenders to execute and deliver this Amendment, each Borrower and each Guarantor represent and warrant to Lenders (with the knowledge and intent that Lenders are relying upon the same in entering into this Amendment) that as of the Effective Date and as of the date of execution of this Amendment, (a) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that (i) any of them speak to a different specific date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement, (b) no Default or Event of Default exists, (c) the attachments to, and the certifications made in, the Officer’s Certificates most recently executed and delivered to the Agent and Lenders by each Borrower and Guarantor, have not been modified or amended, remain in full force and effect, and are hereby ratified and confirmed, and (d) the execution, delivery, and performance of this Amendment have been duly authorized by all necessary partnership, limited liability company, and corporate action and this Amendment constitutes the valid and binding obligation of each of them.

Paragraph 5. Fees and Expenses. Borrowers shall pay all reasonable costs, fees, and expenses paid or incurred by the Agent in connection with this Amendment, including, without limitation, Attorney Costs of the Agent in connection with the negotiation, preparation, delivery, and execution of this Amendment and any related documents.

Paragraph 6. Waiver. Each Loan Party (a) acknowledges and agrees that, as of the date hereof, it has no actual or potential claim or cause of action against the Agent or any Lender relating to any Loan Documents or any actions or events occurring on or before the date of this Amendment and (b) waives and releases any right to assert such claim or cause of action to the extent based on actions or events occurring on or before the date hereof.

RECITALS

WHEREAS, Seller, through its wholly-owned subsidiary Eastman Ethylene Polymers Company, a Delaware corporation (“Eastman EPC”), is engaged in the businesses described on Exhibit A attached hereto (hereinafter referred to, collectively, as the “Business”); and

WHEREAS, upon the terms and subject to the conditions hereinafter set forth, the parties desire that Seller sell, assign and transfer to Purchaser, and that Purchaser purchase and acquire from Seller all of the issued and outstanding capital stock of Eastman EPC (the “Purchased Shares”).

NOW, THEREFORE, in consideration of the premises and the mutual warranties, covenants and agreements hereinafter set forth and other good and valuable consideration, being hereinafter referred to, acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

RECITALS

A. Borrowers have requested that Lenders agree to amend certain provisions of the Credit Agreement, including without limitation, amending certain covenants and increasing the Maximum Inventory Loan Amount.

B. Subject to the terms and conditions of this Amendment, Lenders are willing to agree to such amendments.

Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:

Paragraph 1. Amendments to Credit Agreement. By execution of this Amendment, the Credit Agreement is hereby amended as follows:

1.1 December Financial Reports. The first sentence of Section 5.2(c) of the Credit Agreement is amended in its entirety to read as follows:

“(c) As soon as available, but in any event not later than thirty (30) days after the end of each month other than March, June, September, or December (and, as soon as available, but in any event not later than forty-five (45) days after the end of each March, June, and September, and, as soon as available, but in any event not later than the earlier of (i) the filing of Financial Statements with the SEC pursuant to Section 5.2(a) and (ii) ninety (90) days after the end of each December, and without duplication of the Financial Statements required by Section 5.2(b)), consolidated unaudited balance sheets of Westlake and its Subsidiaries as at the end of such month, and consolidated unaudited income statements and cash flow statements for Westlake and its Subsidiaries for such month and for the period from the beginning of the Fiscal Year to the end of such month, all in reasonable detail, fairly presenting the financial position and results of operations of Westlake and its Subsidiaries as at the date thereof and for such periods, and prepared in accordance with GAAP (except for the inclusion of necessary footnotes) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a), together with a schedule setting forth in reasonable detail the calculation of the Fixed Charge Coverage Ratio for the immediately preceding twelve (12) month period.”

1.2 Accounts Receivable Reporting. Section 5.2(l) of the Credit Agreement is amended in its entirety to read as follows:

“ (l) As soon as available, but in any event by the second Business Day of each week for the prior week ending on the last Business Day of such prior week; provided that not more than four (4) times in any fiscal year, the following may be delivered by the third Business Day of such week, in form and substance reasonably satisfactory to the Agent: (i) a schedule of each Loan Party’s Accounts created, credit memoranda, and collections for the applicable week, together with a reconciliation of each Loan Party’s Accounts created, credit memos, collections and other adjustments to Accounts since the last such weekly reconciliation and a Borrowing Base Certificate; (ii) a summary of each credit memorandum in excess of $1,000,000; (iii) after the occurrence of the Account Triggering Date, an Inventory report; and (iv) with the delivery of each of the foregoing, a certificate executed by a Responsible Officer on behalf of all of the Loan Parties certifying as to the accuracy and completeness of the foregoing; provided that so long as the sum of Availability plus the unrestricted cash of Westlake and its Subsidiaries (A) exceeds $200,000,000 or (B) becomes less than $200,000,000 (during which time the reports and information required to be delivered pursuant to this Section 5.2(l) shall be delivered on a weekly basis as aforesaid) but thereafter exceeds $250,000,000 for a period of three consecutive months and continues to exceed $200,000,000 after the end of such three consecutive month period, the reports and other information required to be delivered pursuant to this Section 5.2(l) shall be required to be delivered as soon as available, but in any event within fifteen (15) days after the end of each month or more frequently as requested by the Agent to determine Availability or otherwise.”

1.3 Maximum Inventory Loan Amount. The definition of Maximum Inventory Loan Amount in Annex A to the Credit Agreement is amended in its entirety to read as follows:

"“Maximum Inventory Loan Amount” means $200,000,000.”

Paragraph 2. Amendments to Security Agreements. By execution of this Amendment, each of the “$100,000,” “$250,000,” and “$500,000” amounts appearing in Sections 11(b), (d) and (e) of each of the Security Agreements is amended to read “$1,000,000.”

Paragraph 3. Effective Date. Notwithstanding any contrary provision, this Amendment is not effective until the date (the “Effective Date”) upon which:

(a) the Agent has received counterparts of this Amendment executed by each Borrower, each Guarantor, Agent, and each Lender;

(b) all representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the date hereof as though made on and as of the date hereof, other than any such representation or warranty which relates to a specified prior date;

(c) No Default or Event of Default shall have occurred and be continuing; and

(d) Borrowers shall have paid Attorney Costs of the Agent incurred in connection with the Loan Documents, including any outstanding Attorney Costs of the Agent on the Effective Date.

Paragraph 4. Acknowledgment and Ratification. As a material inducement to the Agent and Lenders to execute and deliver this Amendment, each Borrower and each Guarantor (a) consent to the agreements in this Amendment; and (b) agree and acknowledge that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of Borrowers or Guarantors under their respective Loan Documents, which Loan Documents shall remain in full force and effect, and all Liens, guaranties, and rights thereunder are hereby ratified and confirmed.

Paragraph 5. Representations. As a material inducement to Lenders to execute and deliver this Amendment, each Borrower and each Guarantor represent and warrant to Lenders (with the knowledge and intent that Lenders are relying upon the same in entering into this Amendment) that as of the Effective Date and as of the date of execution of this Amendment, (a) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that (i) any of them speak to a different specific date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement, (b) no Default or Event of Default exists, (c) the attachments to, and the certifications made in, the Officer’s Certificates executed and delivered to the Agent and Lenders in connection with the Fifth Amendment to the Credit Agreement dated as of January 6, 2006, have not been modified or amended, remain in full force and effect, and are hereby ratified and confirmed and (d) the execution, delivery and performance of this Amendment have been duly authorized by all necessary partnership and corporate action and this Amendment constitutes the valid and binding obligation of each of them.

Paragraph 6. Fees and Expenses. Borrowers shall pay all reasonable costs, fees, and expenses paid or incurred by the Agent in connection with this Amendment, including, without limitation, Attorney Costs of the Agent in connection with the negotiation, preparation, delivery, and execution of this Amendment and any related documents.

Paragraph 7. Waiver. Each Loan Party (i) acknowledges and agrees that, as of the date hereof, it has no actual or potential claim or cause of action against Agent or any Lender relating to any Loan Documents or any actions or events occurring on or before the date of this Amendment and (ii) waives and releases any right to assert such claim or cause of action to the extent based on actions or events occurring on or before the date hereof.