EXHIBIT 10.6
CONFORMED COPY
AMENDMENT TO
THE FIRST AMENDED AND RESTATED
FEDERAL INCOME TAX ALLOCATION AGREEMENT
Amendment dated as of August 1, 2003 (this "Amendment") to the
First Amended and Restated Federal Income Tax Allocation Agreement dated as of
May 10, 2002 (the "Tax Allocation Agreement") by and among Gulf Polymer &
Petrochemical, Inc., a Delaware corporation ("GPPI") and the following entities:
Westlake Chemical Corporation, a Delaware corporation ("WCC"); Westlake Olefins
Corporation, a Delaware corporation; Westlake Polymers LP, a Delaware limited
partnership, as successor in interest to Westlake Polymers Corporation, a
Delaware corporation; Westlake Petrochemicals LP, a Delaware limited
partnership, as successor in interest to Westlake Petrochemicals Corporation, a
Delaware corporation and WPE Corporation, a Delaware corporation; Westlake
Management Services, Inc., a Delaware corporation; Westlake Resources
Corporation, a Delaware corporation; Westlake Monomers Corporation, a Delaware
corporation; Westlake PVC Corporation, a Delaware corporation; North American
Pipe Corporation, a Delaware corporation; Westlake Vinyl Corporation, a Delaware
corporation; Westlake International Corporation, a Delaware corporation; Van
Buren Pipe Corporation (formerly NAPCO Manufacturing Corporation), a Delaware
corporation; Westech Building Products, Inc. (formerly PVC Pipe Manufacturing
Corporation), a Delaware corporation; WPT LP, a Delaware limited partnership, as
successor in interest to WPT Corporation, a Delaware corporation; Westlake AR
Corporation, a Delaware corporation; Westlake CA&O Corporation, a Delaware
corporation; Westlake Polymer & Petrochemical, Inc., a Delaware corporation;
Westlake Technology Corporation, a Delaware corporation; Westlake Styrene LP, a
Delaware limited partnership, as successor in interest to Westlake Styrene
Corporation, a Delaware Corporation; North American Profiles, Inc. (formerly
Westech Windows, Inc.) a Delaware Corporation, Westlake Chemical Holdings, Inc.,
a Delaware Corporation; Westlake Chemical Manufacturing, Inc., a Delaware
corporation; Westlake Chemical Investments, Inc., a Delaware corporation;
Westlake Chemical Products, Inc., a Delaware corporation; Westlake Development
Corporation, a Delaware corporation; Gramercy Chlor-Alkali Corporation, a
Delaware corporation (collectively, the "GPPI Subsidiaries" and each
individually a "GPPI Subsidiary").
WHEREAS, certain of the GPPI Subsidiaries have entered into an
Indenture dated as of July 31, 2003 (the "Indenture") by and among WCC, each of
the guarantors named therein and JPMorgan Chase Bank, as trustee, in regard to 8
3/4% Senior Notes due 2011 of WCC; and
WHEREAS, the Indenture restricts certain payments by WCC and
its Restricted Subsidiaries (as defined in the Indenture) and certain
transactions between WCC and its Restricted Subsidiaries, on one hand, and any
other affiliate thereof, on the other hand; and
WHEREAS, GPPI and the GPPI Subsidiaries desire to amend the
Tax Allocation Agreement to prohibit any payments by WCC and its Restricted
Subsidiaries that would not constitute Permitted Payments to Parent (as defined
in the Indenture); and
WHEREAS, the Tax Allocation Agreement, as amended by this
Amendment, is, taken as a whole, not materially less favorable to WCC and its
Restricted Subsidiaries than the Tax Allocation Agreement prior to this
Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Tax Allocation Agreement, the parties
agree as follows:
Section 1. New Section 7 to Tax Allocation Agreement. The
following is hereby added to the Tax Allocation Agreement as a new Section 7:
7. Prohibited Payments.
Notwithstanding anything to the contrary in this
Agreement, no payment shall be made under this Agreement by
Westlake Chemical Corporation or any other GPPI Subsidiary
that is a "Restricted Subsidiary" under the Indenture, dated
as of July 31, 2003 (as amended and supplemented from time to
time, the "Indenture"), by and among Westlake Chemical
Corporation, each of the guarantors named therein and JPMorgan
Chase Bank, as trustee, unless such payment would constitute a
"Permitted Payment to Parent" under the Indenture.
Section 2. Miscellaneous.
(a) This Amendment shall be effective as of the date first
above written, and, except as set forth herein, the Tax Allocation
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
(b) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
for which together shall constitute one and the same instrument.
(c) The validity, interpretation and performance of this
Amendment will be controlled and construed under the laws of the State
of Delaware.
[Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment on the date first indicated above.
GULF POLYMER AND PETROCHEMICAL, INC.
WESTLAKE CHEMICAL CORPORATION
WESTLAKE OLEFINS CORPORATION
WESTLAKE MANAGEMENT SERVICES, INC.
WESTLAKE RESOURCES CORPORATION
WESTLAKE VINYLS, INC., AS SUCCESSOR IN
INTEREST TO WESTLAKE
MONOMERS CORPORATION AND WESTLAKE CA&O
CORPORATION
WESTLAKE PVC CORPORATION
WESTLAKE VINYL CORPORATION
WESTLAKE INTERNATIONAL CORPORATION
WESTLAKE TECHNOLOGY CORPORATION
WESTLAKE POLYMER & PETROCHEMICAL, INC.
WESTLAKE AR CORPORATION
WESTLAKE CHEMICAL INVESTMENTS, INC.
WESTLAKE CHEMICAL HOLDINGS, INC.
WESTLAKE DEVELOPMENT CORPORATION
GRAMERCY CHLOR-ALKALI CORPORATION
GVGP, INC.
By: /s/ A. Chao
---------------------------------------
Albert Chao, President
WESTLAKE POLYMERS LP
WESTLAKE PETROCHEMICALS LP
BY: WESTLAKE CHEMICAL INVESTMENTS, INC.,
GENERAL PARTNER
By: /s/ A. Chao
---------------------------------------
Albert Chao, President
WPT LP
WESTLAKE STYRENE LP
BY: WESTLAKE CHEMICAL HOLDINGS, INC.,
GENERAL PARTNER
By: /s/ A. Chao
---------------------------------------
Albert Chao, President
WESTLAKE CHEMICAL MANUFACTURING, INC.
WESTLAKE CHEMICAL PRODUCTS, INC.
By: /s/ Harold. F. Kalbach, Jr.
---------------------------------------
Harold F. Kalbach, Jr., Vice President
NORTH AMERICAN PIPE CORPORATION
VAN BUREN PIPE CORPORATION
WESTECH BUILDING PRODUCTS, INC.
NORTH AMERICAN PROFILES, INC.
By: /s/ John A. Labuda
---------------------------------------
John A. Labuda, President
GEISMAR VINYLS COMPANY LP
BY: GVGP, INC., GENERAL PARTNER
By: /s/ A. Chao
---------------------------------------
Albert Chao, President