exh4-3.htm


    
      

      

    

    Execution
Copy

     

    JOINDER
TO CREDIT AGREEMENT

     

    THIS
JOINDER TO CREDIT AGREEMENT (this "Agreement"), dated as
of March 28, 2008, is by and among TEXAS PETROCHEMICALS LP, a Texas
limited partnership ("Company"), TEXAS BUTYLENE CHEMICAL
CORPORATION, a Texas corporation (“Texas Butylene” and
together with the Company, the "Borrowers"), the financial institutions
signatory hereto in their capacity as Additional Commitment Lenders under and as
defined in the Credit Agreement (as defined below), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as administrative agent for the Lenders under and as defined
in the Credit Agreement ("Administrative
Agent"), with Deutsche Bank Securities Inc., as Lead Arranger for the
Revolver Increase referenced herein.

     

    BACKGROUND

     

    A.           Borrowers,
the Lenders, Administrative Agent and LaSalle Bank National Association, as
Collateral Agent, are parties to that certain Revolving Credit Agreement dated
as of June 27, 2006 (as amended, restated, supplemented or otherwise modified
and in effect from time to time, the "Credit
Agreement").

     

    B.           Borrowers
desire to increase the Total Commitments by $25,000,000 pursuant to Section 2.10 of the
Credit Agreement (the "Revolver
Increase").

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    SECTION
1.                                DEFINED
TERMS.  Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings given to them in the Credit
Agreement.

     

    SECTION
2.                                JOINDER AND COMMITMENT
INCREASE.

     

    (a)           Certain
Lenders (each, an "Increasing Lender")
agree to increase their respective Commitments on the Revolver Increase
Amendment Effective Date (as defined below).  Certain financial
institutions that were not previously Lenders but that are signatory hereto
(each, an “Additional
Lender”) agree to join the Credit Agreement as a “Lender” and to be bound
by the terms and conditions of the Credit Agreement.  Pursuant to
Section 2.10 of
the Credit Agreement, the amount set forth opposite each Lender's name in the
column headed "Commitment" on Annex I of the Credit
Agreement is deemed amended and replaced with the amount set forth opposite such
Lender's name in the column headed "Commitment" on the Annex I attached
hereto, and a new row is added to the table in Annex I for each
Additional Lender to read as set forth for each such Additional Lender on Annex I attached
hereto, which annex reflects the new Commitments after giving effect to this
clause.

     

    (b)           On
the Revolver Increase Effective Date, the Borrowers shall be deemed to have
prepaid and reborrowed all outstanding Loans as of such date (with such
borrowings to consist of Loans of the Types and with the Interest Periods (if
applicable) specified in a notice

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    delivered
by the relevant Borrower(s) in accordance with the provisions of Section 2.2 of the
Credit Agreement.  The relevant Borrowers (or Company on behalf of
such Borrowers) shall pay to the relevant Lenders the amounts, if any, payable
under Section
4.11 of the Credit Agreement as a result of such prepayment.

     

    (c)           On
the Revolver Increase Effective Date, each Additional Commitment Lender shall
make available to Administrative Agent such amounts in immediately available
funds as Administrative Agent shall determine, for the benefit of the Lenders
that are not Additional Commitment Lenders, are necessary in order to cause each
Lender to hold its Proportionate Share (after giving effect to the Revolver
Increase and the application of such amounts to make payments to such Lenders)
of the Loans and the participations in the Letters of Credit and Interim
Advances.  

     

    SECTION
3.                                REPRESENTATIONS AND
WARRANTIES.

     

    (a)           Each
Borrower represents and warrants that (i) it has full corporate (or equivalent)
power and authority to enter into this Agreement and perform its obligations
hereunder in accordance with the provisions hereof, (ii) this Agreement has been
duly authorized, executed and delivered by such Borrower and (iii) this
Agreement constitutes the legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms, except to the
extent that such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or law).

     

    (b)           Each
Borrower represents and warrants that (i) the representations and warranties
contained in the Credit Agreement and each of the other Loan Documents are each
true and correct in all material respects on and as of the Revolver Increase
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties expressly relate to an earlier
date, in which case they were true and correct in all material respects on and
as of such earlier date, and  (ii) no Event of Default or Unmatured
Event of Default has occurred and is continuing.

     

    SECTION
4.                                CONDITIONS TO
EFFECTIVENESS.  This Agreement and Revolver Increase shall
become effective on the first Business Day (the "Revolver Increase Effective
Date") each of the following conditions precedent is
satisfied:

     

    (a)           Execution and Delivery of
Agreement. Administrative Agent (or its counsel) shall have received from
(A) each Increasing Lender and each Additional Lender and (B) Borrowers either
(i) a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to Administrative Agent (which may include
telecopy transmission of a signed signature page of this Amendment) that such
party has signed a counterpart of this Agreement.

     

    (b)           Execution and Delivery of
Officer's Certificate.  Administrative Agent shall have
received a certificate of a Responsible Officer of Borrowers certifying that the
representations and warranties set forth in Section 3 of the
Agreement are true and correct in all

     


    
      
         


      

      
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    material
respects as of the Revolver Increase Effective Date except to the extent such
representations and warranties are expressly made as of a specified date in
which event such representations and warranties were true and correct in all
material respects as of such specified date; no Event of Default or Unmatured
Event of Default has occurred and is continuing after giving effect to the
Agreement; and the conditions of Section 4 of the
Agreement have been fully satisfied.

     

    (c)           Reaffirmation
Agreement. 
Administrative Agent shall have received a duly executed copy of a Reaffirmation
of Security Documents executed by each Credit Party other than Borrowers in form
and substance reasonably acceptable to Administrative Agent.

     

    (d)           Notes. Borrowers shall have
duly executed and delivered to Administrative Agent, if requested, the Notes
payable to the order of each applicable Lender listed on Schedule 1.1 hereto
in the amount of their respective Commitments after giving effect to this
Amendment, all of which shall be in full force and effect.

     

    (e)           Opinion of
Counsel. 
Administrative Agent shall have received from Bracewell & Giuliani LLP,
special counsel to the Credit Parties, an opinion addressed to Administrative
Agent and each of the Lenders and dated the Revolver Increase Effective Date,
which shall be in form and substance reasonably satisfactory to Administrative
Agent;

     

    (f)           Secretary's
Certificates.  Administrative Agent shall have received from
each Borrower a certificate, dated the Revolver Increase Effective Date, signed
by the secretary or any assistant secretary of such Borrower, as to the
incumbency and signature of the officers of each such Borrower executing this
Agreement or any Note (in form and substance reasonably satisfactory to
Administrative Agent) and any certificate or other document or instrument to be
delivered pursuant hereto or thereto by or on behalf of such Borrower, together
with evidence of the incumbency of such secretary or assistant secretary, and
certifying as true and correct, attached copies of all Organizational Documents
of such Borrower and the resolutions of such Borrower referred to in such
certificate and all of the foregoing (including each Organizational Document)
shall be reasonably satisfactory to Administrative Agent.

     

    (g)           Good Standing.  Administrative Agent
shall have received a good standing certificate or certificate of status or
comparable certificate of each Borrower from the Secretary of
State (or other governmental authority) of its state or province of
organization.

     

    (h)           Notice of
Borrowing and
Letter of Direction; Funds
Flow Memorandum.  Administrative Agent
shall have received a Notice
of Borrowing meeting the requirements of Section 2.2(a)(i) and an
executed letter of direction and funds flow memorandum in form and substance
reasonably acceptable to Administrative Agent.

     

    (i)           Litigation.  No
action, suit or proceeding (including, without limitation, any inquiry or
investigation) shall be pending or threatened against Company or any of its
Subsidiaries with respect to the financing contemplated by the Credit Agreement
or any documentation executed in connection therewith, unless such action suit
or proceeding could not reasonably be expected to result in a Material Adverse
Effect on Company and its Subsidiaries, taken as a whole, and no injunction or
other restraining order shall have been issued or a hearing

     


    
      
         


      

      
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    therefor
be pending or noticed with respect to this Agreement or the transactions
contemplated hereby or thereby.

     

    (j)           Approvals.  All
necessary governmental and material third party approvals and/or consents in
connection with the transactions contemplated by this Agreement shall have been
obtained and remain in effect.  The execution of the Agreement and the
consummation of the transactions contemplated hereby shall not violate or
conflict with any law, rule or regulation or any material agreement, contract or
other obligation binding upon or affecting the property of Company or any of its
Subsidiaries.  All Loans under the Credit Agreement shall be in full
compliance with all applicable requirements, including, to the extent
applicable, the rules and regulations of the Board of Governors of the Federal
Reserve System.

     

    (k)           Fees.  Company shall have paid
(i) without duplication of amounts described in clause (iii) below, such fees to
Administrative Agent for distribution to the Increasing Lenders and Additional
Lenders as previously agreed by Company and Administrative Agent, (ii) to
Administrative Agent and the Lenders all reasonable costs, fees and expenses
(including, without limitation, reasonable legal fees and expenses of Winston
& Strawn LLP and the reasonable costs, fees and expenses referred to in
Section 5(a))
payable to Administrative Agent or any other collateral agent or trustee acting
for the benefit of the Lenders, as the case may be, and the Lenders to the
extent then due, and (iii) all fees due and payable pursuant to the Fee Letter
dated March 12, 2008 between Company and Administrative Agent and Lead
Arranger;

     

    (l)           Representations and
Warranties. 
The representations and warranties contained in this Agreement, the Credit
Agreement and the other Loan Documents shall each be true and correct in all
material respects at and as of the Revolver Increase Effective Date as though
made on and as of the Revolver Increase Effective Date (except to the extent
such representations and warranties are expressly made as of a specified date in
which event such representations and warranties shall be true and correct in all
material respects as of such specified date).

     

    (m)           No Defaults. No Unmatured Event of
Default or Event of Default under the Credit Agreement shall have occurred and
be continuing.

     

    SECTION
5.                                MISCELLANEOUS.  The
parties hereto hereby further agree as follows:

     

    (a)           Costs, Expenses and
Taxes. 
Company hereby agrees to pay all reasonable fees, costs and expenses of
Administrative Agent incurred in connection with the negotiation, preparation
and execution of this Agreement and the transactions contemplated
hereby.

     

    (b)           Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

     

    (c)           Headings.  Headings used in this
Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.

     


    
      
         


      

      
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    (d)           Integration.  This
Agreement and the Credit Agreement (as amended hereby) constitute the entire
agreement among the parties hereto with respect to the subject matter
hereof.

     

    (e)           Governing
Law. THIS AGREEMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS
RULES.

     

    (f)           Binding Effect.  This Agreement shall be
binding upon, and inure to the benefit of, Borrowers, Administrative Agent, the
Lenders and their respective successors and assigns; provided, however, that no
Borrower may assign its rights or obligations hereunder or in connection
herewith or any interest herein (voluntarily, by operation of law or otherwise)
without the prior written consent of the Lenders.

     

    (g)           Agreement;
Waiver.  The parties hereto agree and acknowledge that nothing
contained in this Agreement in any manner or respect limits or terminates any of
the provisions of the Credit Agreement or any of the other Loan Documents other
than as expressly set forth herein and further agree and acknowledge that the
Credit Agreement (as amended hereby) and each of the other Loan Documents remain
and continue in full force and effect and are hereby ratified and
confirmed.  Except to the extent expressly set forth herein, the
execution, delivery and effectiveness of this Agreement shall not operate as a
waiver of any rights, power or remedy of the Lenders or Administrative Agent
under the Credit Agreement or any other Loan Document, nor constitute a waiver
of any provision of the Credit Agreement or any other Loan
Document.  No delay on the part of any Lender or Administrative Agent
in exercising any of their respective rights, remedies, powers and privileges
under the Credit Agreement or any of the Loan Documents or partial or single
exercise thereof, shall constitute a waiver thereof.  On and after the
Revolver Increase Effective Date each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference to the Credit Agreement in the Loan Documents and all other documents
delivered in connection with the Credit Agreement shall mean and be a reference
to the Credit Agreement as deemed amended in connection with the Revolver
Increase, pursuant to Section 2.10 of the Credit Agreement.  The
Borrowers acknowledge and agree that this Agreement constitutes a "Loan
Document" for purposes of the Credit Agreement.  None of the terms and
conditions of this Agreement may be changed, waived, modified or varied in any
manner, whatsoever, except in accordance with Section 12.1 of the
Credit Agreement.

     

    [Signature
Pages Follow]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first
written above.

     

    TEXAS
PETROCHEMICALS LP

    By:  Texas
Petrochemicals Inc., its General Partner

     

    By: /s/ Ruth I. Dreessen

    Name:  Ruth I. Dreessen

    Title: Chief Financial Officer

    


    TEXAS
BUTYLENE CHEMICAL

    CORPORATION

    


    By:  /s/
Christopher A. Artzer

    Name:  Christopher
A. Artzer

    Title:  Vice
President and Secretary

    


    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

     

    in its
individual capacity and as Administrative Agent

     

    By:   /s/
Enrique Landaeta

    Name:   Enrique
Landaeta

    Title:   Vice
President

    


    By:  /s/
Marguerite Sutton

    Name:  Marguerite
Sutton

    Title:  Director

    


     

    



    
      
        
          Texas
Petrochemicals, LP

          Signature
Page to

          Joinder
to Revolving Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    LASALLE
BUSINESS CREDIT, LLC

    


    


    By:  /s/
Elizabeth J. Mitchell

    Name:  Elizabeth
J. Mitchell

    Title:  Assistant
Vice President

    



    
      
        
          Texas
Petrochemicals, LP

          Signature
Page to

          Joinder
to Revolving Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    CAPITAL
ONE LEVERAGE FINANCE CORP., f/k/a North Fork Business Capital
Corporation

    


    


    


    By: /s/
Nick Malatestinic

    Name:  Nick
Malatestinic

    Title:  VP,
Team Leader

    


    


    



    
      
        
          Texas
Petrochemicals, LP

          Signature
Page to

          Joinder
to Revolving Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    LLOYDS
TSB BANK

    


    


    By:  /s/
Jeremy Harrison

    Name:  Jeremy
Harrison

    Title:  Director
- ABL

    


    


    


     


    
      
        
          Texas
Petrochemicals, LP

          Signature
Page to

          Joinder
to Revolving Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Annex I

    


    


    
      
        
          
            	
                     

                    Lenders

                     

                  	
                     

                    Commitment

                  
	
                    Deutsche
      Bank Trust Company Americas

                  	
                    $18,000,000

                  
	
                    LaSalle
      Business Credit, LLC

                  	
                    $34,800,000

                  
	
                    Wachovia
      Bank, N.A.

                  	
                    $25,000,000

                  
	
                    Wells
      Fargo Foothill, LLC

                  	
                    $20,000,000

                  
	
                    Capital
      One Leverage Finance Corp.

                  	
                    $12,200,000

                  
	
                    Allied
      Irish Bank, p.l.c.

                  	
                    $15,000,000

                  


          

        

      

    

    


    


    
      
        
          	
                   

                  Lender

                   

                	
                  Commitment

                	
                  Domestic Lending Office

                	
                  Eurocurrency Lending
  Office

                
	
                  Lloyds
      TSB Bank

                	
                  $15,000,000

                	
                  Provided
      separately to Administrative Agent

                	
                  Provided
      separately to Administrative
Agent