Exhibit



Exhibit 10.1





FIRST AMENDMENT 
TO  
AMENDED AND RESTATED SENIOR UNSECURED REVOLVING CREDIT AGREEMENT


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”).
W I T N E S S E T H
WHEREAS, the Borrower, the Agent and the Lenders entered into that certain Amended and Restated Senior Unsecured Revolving Credit Agreement, dated as of June 1, 2017 (the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;  and   
WHEREAS, the Lenders desires to make certain modifications to the Credit Agreement to extend the maturity date thereof as more fully set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and the payment contained herein, and subject to the terms and conditions herein set forth, the parties hereby agree as follows:
SECTION 1.DEFINITIONS
1.1    Unless otherwise defined herein, including in the text of the preamble and recitals hereto, all capitalized terms used herein shall have the respective meanings given to such terms in Section 1.1 of the Credit Agreement, as amended hereby.  
1.2    The rules of interpretation set forth in Sections 1.2 and 1.3 of the Credit Agreement shall apply to this Amendment in all respects.
SECTION 2.    AMENDMENT
2.1    The defined term “Applicable Margin” is hereby deleted in its entirety and replaced with the following:
“Applicable Margin” shall mean 2.0% per annum.
2.2    The defined term “Maturity Date” is hereby deleted in its entirety and replaced with the following:
“‘Maturity Date” shall mean September 25, 2023.






Exhibit 10.1





SECTION 3.    EFFECTIVENESS
3.1    This Amendment shall become effective upon the execution and delivery of this Amendment by the Borrower and the Lenders.
SECTION 4.    MISCELLANEOUS
4.1    Full Force and Effect.  Except as specifically amended hereby, all of the terms and conditions of the Credit Agreement are unaffected and shall continue to be in full force and effect and shall be binding on the parties hereto in accordance with their respective terms.  Each reference to the Credit Agreement therein or in any other agreement, document or instrument executed and delivered pursuant to the Credit Agreement shall mean and constitute a reference to the Credit Agreement as amended hereby.  Except as specifically set forth in this Amendment, nothing in this Amendment shall be construed as modifying any other term or condition of the Credit Agreement or operate as a waiver of, or in prejudice to, any right, power or remedy of the Lender under the Credit Agreement, any applicable law or any existing or future Default or Event of Default.  
4.2    Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
4.3    Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the party executing such counterpart, and all of which together shall constitute one instrument.  Each counterpart may be delivered in original, facsimile or electronic (e.g., “.pdf”) form.
4.4    Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.
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Exhibit 10.1





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.


	
			
	 
	WESTLAKE CHEMICAL OPCO LP
By: Westlake Chemical OpCo GP LLC, its general partner
as Borrower



	 
	By:
	 /S/ M. STEVEN BENDER

	 
	 
	Name: Mark Steven Bender

	 
	 
	Title: Senior Vice President, Chief Financial Officer and Treasurer

	 
	

WESTLAKE POLYMERS LLC
By: Westlake Chemical Investments, Inc., its manager
as Lender



	 
	By:
	/S/ JEFFREY HOLY

	 
	 
	Name: Jeffrey Holy

	 
	 
	Title: Vice President and Treasurer

	 
	





WESTLAKE LONGVIEW CORPORATION
as Lender



	 
	By:
	/S/ M. STEVEN BENDER

	 
	 
	Name: Mark Steven Bender

	 
	



	Title: Executive Vice President and Chief Financial Officer