Westlake Chemical Partners LP (Form: 8-K, Received: 04/30/2015 17:12:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 29, 2015

WESTLAKE CHEMICAL PARTNERS LP

(Exact name of registrant as specified in its charter)


Delaware	001-36567	32-0436529
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2801 Post Oak Boulevard, Suite 600

Houston, Texas

77056

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 585-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01

Completion of Acquisition or Disposition of Assets.

Equity Purchase Agreement

On April 29, 2015, Westlake Chemicals Partners LP (the “Partnership”) purchased an additional 2.6994% newly issued limited partner interest in Westlake Chemical OpCo LP (“OpCo”), on a fully diluted basis after giving effect to the issuance, for approximately $135.3 million (the “Acquisition”) pursuant to the terms of an equity purchase agreement (the “Equity Purchase Agreement”), dated as of April 29, 2015 and effective as of April 1, 2015, by and among the Partnership, OpCo and WPT LLC (“WPT”), resulting in the Partnership holding approximately an aggregate 13.3% limited partner interest in OpCo, on a fully diluted basis after giving effect to the issuance. The Equity Purchase Agreement contains customary representations, warranties and indemnities. In order to fund the Partnership’s obligations in connection with the Acquisition, the Partnership entered into a $300 million senior unsecured revolving credit facility (the “MLP Revolver”), dated April 29, 2015, by and between the Partnership and Westlake Chemical Finance Corporation (“Finance Corp.”).

MLP Revolver

The MLP Revolver is scheduled to mature on April 29, 2018. Borrowings under the MLP Revolver bear interest at LIBOR plus a spread ranging from 2.00% to 3.00% (depending on the Partnership’s consolidated leverage ratio), payable quarterly. The MLP Revolver provides that the Partnership may pay all or a portion of the interest on any borrowings in kind, in which case any such amounts would be added to the principal amount of the loan. The MLP Revolver requires that the Partnership maintain a consolidated leverage ratio of either (1) during the period through the end of the fourth fiscal quarter following certain material acquisitions (including material acquisitions of additional interests in OpCo), 5.50:1.00 or less, or (2) during any other period, 4.50:1.00 or less. The MLP Revolver also contains certain other customary representations and warranties, covenants and events of default. The repayment of borrowings under the MLP Revolver prior to the scheduled maturity is subject to acceleration upon the occurrence of an event of default. As of April 29, 2015, there were $135.3 million principal amount of borrowings outstanding under the facility, which the Partnership borrowed to satisfy its obligations in connection with the Acquisition. The Partnership intends to use the MLP Revolver to purchase additional limited partnership interests in OpCo in the future, repay funds borrowed under affiliate agreements for expansion projects and for general partnership purposes.

The terms of the Equity Purchase Agreement and the MLP Revolver (the “Transaction Documents”), including the Acquisition, were unanimously approved on behalf of the Partnership by the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Westlake Chemical Partners GP LLC (the “General Partner”), which is the general partner of the Partnership. The Conflicts Committee, composed solely of independent members of the Board of Directors of the General Partner, retained independent legal and financial advisors to assist in evaluating and negotiating the Equity Purchase Agreement and the MLP Revolver. In approving such agreements and the Acquisition, the Conflicts Committee based its decisions in part on an opinion from its independent financial advisor that the consideration to be paid by the Partnership pursuant to the Equity Purchase Agreement was fair to the Partnership from a financial point of view. The Conflicts Committee determined that the Transaction Documents were fair and reasonable and in the best interests of the Partnership and the unaffiliated holders of limited partnership interests in the Partnership.

The foregoing descriptions of the Equity Purchase Agreement and the MLP Revolver do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Equity Purchase Agreement and the MLP Revolver, which are attached hereto as Exhibits 2.1 and 10.1, respectively, and incorporated herein by reference.

Relationships

Each of the Partnership, OpCo, the General Partner, WPT and Finance Corp. is a direct or indirect subsidiary of Westlake Chemical Corporation (“Westlake”). As a result, certain individuals, including certain officers and directors of Westlake, the Partnership and the General Partner, serve as officers and/or directors of more than one of such other entities.

As more fully described in the “Certain Relationships and Related Transactions, and Director Independence” section of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated herein by reference, Westlake owns and controls the General Partner and owns through its wholly owned subsidiaries 1,436,115 common units representing limited partner interests in the Partnership, all of the subordinated units representing limited partner interests in the Partnership and the Partnership’s incentive distribution rights. In addition, the General Partner owns a non-economic general partner interest in the Partnership.

This private placement of the newly issued limited partner interests in OpCo pursuant to the Equity Purchase Agreement was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K with respect to the purchase by the Partnership of newly issued limited partner interests in OpCo using funds borrowed under the MLP Revolver is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On April 29, 2015, the Partnership issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 7.01, including the attached Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any of the Partnership’s filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


2.1		Equity Purchase Agreement by and among Westlake Chemical Partners LP, Westlake Chemical OpCo LP and WPT LLC, dated as of April 29, 2015.

10.1		Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical Partners LP and Westlake Chemical Finance Corporation, dated as of April 29, 2015.

99.1		Press release issued on April 29, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WESTLAKE CHEMICAL PARTNERS LP

By:		Westlake Chemical Partners GP LLC,
		its general partner

By:		/s/ Albert Chao
		Albert Chao
		President, Chief Executive Officer and Director

Date: April 30, 2015

EXHIBIT INDEX


Exhibit No.		Description

2.1		Equity Purchase Agreement by and among Westlake Chemical Partners LP, Westlake Chemical OpCo LP and WPT LLC, dated as of April 29, 2015.

10.1		Senior Unsecured Revolving Credit Agreement by and among Westlake Chemical Partners LP and Westlake Chemical Finance Corporation, dated as of April 29, 2015.

99.1		Press release issued on April 29, 2015.

Exhibit 2.1

EQUITY PURCHASE AGREEMENT

BY AND AMONG

WESTLAKE CHEMICAL PARTNERS LP

WESTLAKE CHEMICAL OPCO LP

AND

WPT LLC

DATED AS OF APRIL 29, 2015

EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (this “ Agreement ”) is entered into and dated April 29, 2015 (the “ Execution Date ”), by and among Westlake Chemical Partners LP, a Delaware limited partnership (the “ Partnership ”), Westlake Chemical OpCo LP, a Delaware limited partnership (“ OpCo ”), and WPT LLC, a Delaware limited liability company (“ Westlake ”). Each of the above named entities may be referred to herein individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , Westlake owns a 52.2% limited partner interest in the Partnership and a 39.3% limited partner interest in OpCo;

WHEREAS , the Partnership owns a 10.6% limited partner interest in OpCo and a 100% membership interest in Westlake Chemical OpCo GP LLC, a Delaware limited liability company (“ OpCo GP ”), the general partner of OpCo;

WHEREAS , the Partnership and OpCo desire for OpCo to issue to the Partnership an additional 2.6994% limited partner interest in OpCo on a fully diluted basis after giving effect to such issuance (the “ New Interest ”), resulting in the Partnership holding an aggregate 13.2764% limited partner interest in OpCo on a fully diluted basis after giving effect to such issuance and, in exchange, OpCo to receive $135,341,000 (the “ Cash Consideration ”) (such transaction, the “ Purchase Transaction ”);

WHEREAS , Westlake believes it is in its best interests to enter into this Agreement with the Partnership and OpCo;

WHEREAS , as a condition and inducement to the willingness of the Partnership to enter into this Agreement, the Partnership has required that Westlake enter into this Agreement and make certain representations and warranties, and Westlake desires to enter into this Agreement and make the following representations and warranties to induce the Partnership to enter into this Agreement;

WHEREAS, the Conflicts Committee (as defined below) has (i) received an opinion of Tudor, Pickering, Holt & Co. Advisors, LLC (“ TPH ”), the financial advisor to the Conflicts Committee, that the Cash Consideration paid by the Partnership in exchange for the New Interest is fair to the Partnership from a financial point of view, (ii) found this Agreement and the transactions contemplated hereby, including the Purchase Transaction, to be in the best interest of the Partnership and its unaffiliated common unitholders and (iii) approved this Agreement and the transactions contemplated hereby.

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

ARTICLE I

DEFINITIONS

The following defined terms will have the meaning given below:

“ Agreement ” has the meaning provided such term in the Preamble above.

“ Affiliate ” means, as to any specified entity, any other entity that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified entity. For purposes of this definition, “control” of an entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether by contract or otherwise. Notwithstanding anything herein to the contrary, for the purposes of this Agreement, the Partnership and its subsidiaries (including OpCo) shall not be deemed to be “Affiliates” of Westlake and Westlake’s other Affiliates and the Partnership and OpCo shall not be deemed to be “Affiliates” of each other.

“ Asserted Liability ” has the meaning set forth in Section 4.5(a) .

“ Business Days ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the U.S. or the State of Texas shall not be regarded as a Business Day.

“ Cash Consideration ” has the meaning set forth in the Recitals of this Agreement.

“ Claim ” means any demand, claim, action, investigation or Proceeding.

“ Claims Notice ” has the meaning set forth in Section 4.5(a) .

“ Conflicts Committee ” has the meaning provided such term in the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 4, 2014.

“ Contract ” means any legally binding agreement, commitment, lease, license or contract.

“ Cross Receipt ” means a cross receipt acknowledging the receipt by the Parties of the documents and deliverables required to be delivered pursuant to Section 2.2 of this Agreement.

“ Execution Date ” means April 29, 2015.

“ Effective Time ” means 12:01a.m. Central Time on April 1, 2015.

“ Fundamental Representations ” has the meaning provided such term in Section 4.1 .

“ Governmental Authority ” means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body.

“ Law ” means any applicable law, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority.

“ Lien ” means, with respect to any property or asset, any mortgage, pledge, charge, security interest or other encumbrance of any kind in respect of such property or asset.

“ Loss ” means any and all judgments, losses, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other Proceedings or of any Claim, default or assessment); provided, however, that any claim for Loss under the indemnities in Article IV (a) shall be reduced by any payment (including payments on account of insurance) actually received from a third party or otherwise actually recovered from third parties and (b) shall be net of any associated net benefits actually realized and arising in connection with such Loss, including any associated net tax benefits described in Section 4.7 .

“ New Interest ” has the meaning set forth in the Recitals of this Agreement.

“ OpCo ” has the meaning set forth in the Recitals of this Agreement.

“ OpCo LPA ” means the Amended and Restated Agreement of Limited Partnership of OpCo dated as of August 4, 2014.

“ OpCo GP ” has the meaning set forth in the Recitals of this Agreement.

“ OpCo Warranty Breach ” has the meaning set forth in Section 4.2(a) .

“ Organizational Documents ” means any charter, certificate of incorporation, certificate of formation, articles of association, bylaws, partnership agreement, operating agreement or similar formation or governing documents and instruments.

“ Parties ” has the meaning provided such term in the Preamble above.

“ Partnership ” has the meaning provided such term in the Preamble of this Agreement.

“ Partnership Warranty Breach ” has the meaning provided such term in Section 4.3(a) .

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, unlimited liability corporation, proprietorship, other business organization, trust, union, association or Governmental Authority.

“ Proceeding ” means any complaint, lawsuit, action, suit or other proceeding at Law or in equity or order or ruling, in each case by or before any Governmental Authority or arbitral tribunal.

“ Purchase Transaction ” has the meaning set forth in the Recitals of this Agreement.

“ Qualifying Claim ” has the meaning provided such term in Section 4.4(a) .

“ TPH ” has the meaning set forth in the Recitals of this Agreement.

“ Transaction Documents ” means this Agreement and such other agreements, documents or instruments as are reasonably required to be delivered by the Partnership or OpCo at or prior to the date hereof pursuant to this Agreement or otherwise reasonably required hereby or contemplated in connection herewith.

“ Warranty Breach ” means any Partnership Warranty Breach, OpCo Warranty Breach or Westlake Warranty Breach.

“ Westlake ” has the meaning provided such term in the Preamble above.

“ Westlake Warranty Breach ” has the meaning set forth in Section 4.2(b) .

ARTICLE II

PURCHASE

Section 2.1 The Purchase Transaction. On the Execution Date, OpCo shall issue to the Partnership, and the Partnership shall accept from OpCo, as of the Effective Time, the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or OpCo LPA, and in exchange for the issuance of the New Interest by OpCo, the Partnership shall pay on the Execution Date to OpCo the Cash Consideration.

Section 2.2 Deliverables .

(a) On the Execution Date, the Partnership will deliver the following documents and deliverables:

(i) the Cash Consideration by wire transfer of immediately available funds to an account specified by OpCo; and

(ii) a counterpart of the Cross Receipt, duly executed by the Partnership.

(b) On the Execution Date, OpCo will deliver the following documents and deliverables:

(i) a counterpart of the Cross Receipt, duly executed by OpCo; and

(ii) a copy the consent from each of the limited partners of OpCo authorizing the issuance of the New Interest effective as of the Effective Time.

ARTICLE III

REPRESENTATION AND WARRANTIES

Section 3.1 Representations and Warranties Relating to the Partnership

The Partnership hereby represents and warrants as follows:

(a) Organization . It is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authorization; Enforceability . It has all requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to consummate the Purchase Transaction contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation of the Purchase Transaction have been duly and validly authorized and approved by all requisite limited partnership action, on its part, and no other partnership proceeding on its part is necessary to authorize this Agreement, the other Transaction Documents to which it is or will be a party, or the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which it is or will be a party on the Execution Date will be duly and validly executed and delivered by it, and this Agreement and the other Transaction Documents to which it is or will be a party on the Execution Date will constitute the valid and binding obligations of it, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by it and the consummation of the transactions contemplated hereby and thereby by it do not and shall not:

(i) violate any Law applicable to the Partnership or any filing with, consent, approval or authorization of, or notice to, any Person or Governmental Authority;

(ii) violate the Organizational Documents of the Partnership; or

(iii) in such a way that it would have a material adverse effect on the Partnership (A) breach, or result in the termination of, any Contract to which the Partnership is a party, (B) result in the creation of any Lien upon any of the properties or assets of the Partnership or (C) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

(d) No Litigation. There is no suit, action, claim, arbitration, administrative or legal or other proceeding or governmental investigation pending or, to the Partnership’s knowledge, threatened against the Partnership that would prevent or delay the consummation of the transactions contemplated by this Agreement or the ownership of the New Interest by the Partnership following the Execution Date.

(e) Brokers. Except for the fees and expenses of TPH incurred in connection with the Purchase Transaction, which will be paid by the Partnership, neither the Partnership nor any of its Affiliates has incurred any liability, contingent or otherwise, for any brokerage fee, commission or financial advisory fee in connection with the transactions contemplated by this Agreement for which OpCo or Westlake or any of their respective Affiliates will be liable.

(f) Disclaimer of Warranties . Except as expressly set forth in this Section 3.1 , the Partnership makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or

communicated (orally or in writing), including, without limitation, any opinion, information or advice that may have been provided by any officer, shareholder, director, employee, agent or consultant of the Partnership, or its Affiliates.

Section 3.2 Representations and Warranties Relating to OpCo

OpCo hereby represents and warrants as follows:

(a) Organization . It is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. It is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a material adverse effect on OpCo.

(b) Authorization; Enforceability . It has all requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to consummate the Purchase Transaction and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited partnership action, on its part, and no other partnership proceeding on its part is necessary to authorize this Agreement, the other Transaction Documents to which it is or will be a party, or the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which it is or will be a party on the Execution Date will be, duly and validly executed and delivered by it, and this Agreement and the other Transaction Documents to which it is or will be a party on the Execution Date will constitute the valid and binding obligations of it, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(i) As of the date of this Agreement but prior to giving effect to the Purchase Transaction, there are no outstanding equity interests in OpCo other than the interests listed on Schedule I of the OpCo LPA. All of the outstanding partnership interests in OpCo are duly authorized, validly issued and fully paid (to the extent required by the OpCo LPA) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act), and were issued free of preemptive rights in compliance with applicable Laws.

(ii) Upon receipt of the deliverables on the Execution Date pursuant to Section 2.2 of this Agreement, as of the Effective Time, the New Interest will be duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and will not have been issued in violation of any purchase option, call option, right of first refusal, preemptive right or other similar right.

(iii) Upon the consummation of the transactions contemplated by this Agreement, the Partnership will acquire good and valid title to the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or arising under the OpCo LPA.

(iv) There are no voting agreements, proxies or other similar agreements or understandings with respect to the New Interest.

(v) There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for partner interests of OpCo issued or granted by OpCo, any other commitments or agreements to which OpCo is a party providing for the issuance by it of additional partner interests or the repurchase or redemption by it of partner interests, and there are no agreements of any kind which may obligate OpCo to issue, purchase, redeem or otherwise acquire any of its partnership interests, except as are provided in the OpCo LPA.

(d) No Conflict . The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by it and the consummation of the transactions contemplated hereby and thereby by it do not and shall not:

(i) violate any Law applicable to OpCo or any filing with, consent, approval or authorization of, or notice to, any Person or Governmental Authority;

(ii) violate the Organizational Documents of OpCo; or

(iii) in such a way that it would have a material adverse effect on OpCo (A) breach, or result in the termination of, any Contract to which OpCo is a party, (B) result in the creation of any Lien upon any of the properties or assets of OpCo or (C) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

(e) No Litigation . There is no suit, action, claim, arbitration, administrative or legal or other proceeding or governmental investigation pending or, to OpCo’s knowledge, threatened against OpCo affecting the ownership of the New Interest or that would prevent or delay the consummation of the transactions contemplated by this Agreement.

(f) Brokers. Neither OpCo nor any of its Affiliates has incurred any liability, contingent or otherwise, for any brokerage fee, commission or financial advisory fee in connection with the transactions contemplated by this Agreement for which the Partnership or Westlake or any of their respective Affiliates will be liable.

(g) Information . The projections and budgets provided to the Conflicts Committee (including those provided to TPH in its capacity as financial advisor to the Conflicts Committee) as part of the Conflicts Committee’s review in connection with this Agreement have a reasonable basis and are consistent with OpCo’s current expectations. The other financial and operational

information provided to TPH as part of its review of the proposed transaction for the Conflicts Committee is derived from and is consistent with OpCo’s books and records. To the best of OpCo’s knowledge, OpCo has not intentionally withheld disclosure from the Conflicts Committee of any fact that would have a material adverse effect upon OpCo or the New Interest.

(h) Disclaimer of Warranties . Except as expressly set forth in this Section 3.2 , OpCo makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing), including, without limitation, any opinion, information or advice that may have been provided by any officer, shareholder, director, employee, agent or consultant of OpCo, or its Affiliates.

Section 3.3 Representations and Warranties Relating to Westlake

Westlake hereby represents and warrants as follows:

(a) Organization . It is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authorization; Enforceability . It has all requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to consummate the Purchase Transaction and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite limited liability company action, on its part, and no other company proceeding on its part is necessary to authorize this Agreement, the other Transaction Documents to which it is or will be a party, or the transactions contemplated hereby and thereby. This Agreement has been, and the other Transaction Documents to which it is or will be a party on the Execution Date will be, duly and validly executed and delivered by it, and this Agreement and the other Transaction Documents to which it is or will be a party on the Execution Date will constitute the valid and binding obligations of it, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(i) violate any Law applicable to Westlake or any filing with, consent, approval or authorization of, or notice to, any Person or Governmental Authority;

(ii) violate the Organizational Documents of Westlake; or

(iii) in such a way that it would have a material adverse effect on Westlake (A) breach, or result in the termination of, any Contract to which Westlake is a party, (B) result in the creation of any Lien upon any of the properties or assets of Westlake or (C) constitute an event which, after notice or lapse of time or both, would result in any such breach, termination or creation of a Lien.

(d) Organization of OpCo . OpCo is a Delaware limited partnership formed on May 6, 2014. To the knowledge of Westlake, OpCo is duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in each jurisdiction where the nature of its business or the ownership of its properties requires it to be qualified. The Partnership is not in breach or default under the terms of the OpCo LPA.

(e) No Litigation . There is no suit, action, claim, arbitration, administrative or legal or other proceeding or governmental investigation pending or, to Westlake’s knowledge, threatened against Westlake affecting the ownership of the New Interest or that would prevent or delay the consummation of the transactions contemplated by this Agreement.

(f) Brokers. Except for the fees and expenses of UBS Securities LLC incurred in connection with the Purchase Transaction, which will be paid by Westlake, neither Westlake nor any of its Affiliates has incurred any liability, contingent or otherwise, for any brokerage fee, commission or financial advisory fee in connection with the transactions contemplated by this Agreement for which the Partnership or OpCo or any of their respective Affiliates will be liable.

(g) Disclaimer of Warranties . Except as expressly set forth in this Section 3.3 , Westlake makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing), including, without limitation, any opinion, information or advice that may have been provided by any officer, shareholder, director, employee, agent or consultant of Westlake, or its Affiliates.

ARTICLE IV

LIMITATIONS ON LIABILITY AND WAIVER

Section 4.1 Survival of Representations, Warranties and Agreements. The representations and warranties of the Partnership, OpCo and Westlake set forth in this Agreement and the right of an indemnified Person to assert any claim for indemnification related thereto pursuant to this Article IV shall survive the Execution Date until the first anniversary of the Execution Date, after which date no Claims for indemnification may be asserted, regardless of when such right arose; provided that the representations and warranties set forth in (a) Sections 3.1( a) , 3.1( b) , 3.2( a) , 3.2( b) , 3.2( c) , 3.2(d)( i) and (ii) , 3.3( a) and 3.3( b) (the “ Fundamental Representations ”) shall survive the Execution Date indefinitely, and (b) Sections 3.1(e) , 3.2( f) and 3.3( f) shall survive the Execution Date until 30 days following the expiration of the applicable statute of limitations, including any extension thereof, with respect to the particular matter that is the subject matter thereof. The covenants and agreements of the Parties contained in this Agreement shall survive the Execution Date in accordance with their terms; provided that the right of any Party to make a claim for breach of any covenant of a Party that is to be performed or satisfied at or before the Execution Date shall survive until the first anniversary of the Execution Date.

Section 4.2 Indemnification of the Partnership by Westlake. Subject to the limitations on recourse and recovery set forth in this Article IV , from and after the Execution Date, Westlake will indemnify, defend, and hold harmless the Partnership and its Affiliates from and against any and all Losses imposed upon or incurred after the Effective Time in connection with, arising out of or resulting from:

(a) the inaccuracy or breach of any representation or warranty made by OpCo in Section 3.2 (each such inaccuracy or breach, an “ OpCo Warranty Breach ”);

(b) the inaccuracy or breach of any representation or warranty made by Westlake in Section 3.3 (each such inaccuracy or breach, a “ Westlake Warranty Breach ”); and

(c) any nonfulfillment or breach by OpCo or Westlake of any covenant or agreement made by OpCo or Westlake under this Agreement;

provided that for the purposes of determining Losses under subsections (a) and (b) above and determining whether or not any OpCo Warranty Breach or Westlake Warranty Breach has occurred, any qualification or exception contained therein relating to materiality (including material adverse effect) shall be disregarded.

Section 4.3 Indemnification of Westlake by the Partnership. Subject to the limitations on recourse and recovery set forth in this Article IV , from and after the Execution Date, the Partnership will indemnify, defend, and hold harmless Westlake and its Affiliates from and against any and all Losses imposed upon or incurred after the Effective Time in connection with, arising out of or resulting from:

(a) the inaccuracy or breach of any representation or warranty made by the Partnership in Section 3.1 (each such inaccuracy or breach, a “ Partnership Warranty Breach ”); and

(b) any nonfulfillment or breach by the Partnership of any covenant or agreement made by the Partnership under this Agreement;

provided that for the purposes of determining Losses under subsection (a) above and determining whether or not any Partnership Warranty Breach has occurred, any qualification or exception contained therein relating to materiality (including material adverse effect) shall be disregarded.

Section 4.4 Limitations .

(a) No indemnified Person shall be entitled to any indemnification for any Claim relating to any Warranty Breach that is subject to indemnification under Section 4.2(a) , 4.2( b) or 4.3(a) for any individual Claim in which the Losses attributable thereto are less than $50,000 (any Claim exceeding such threshold being referred to herein as a “ Qualifying Claim ”).

(b) There shall be no obligation under this Agreement to indemnify any indemnified Person for Losses pursuant to Section 4.2(a) , 4.2( b) or 4.3( a) until the aggregate amount of all indemnifiable Losses suffered by such indemnified Person in respect of Qualifying Claims exceeds an amount equal to $1,353,410, and then only to the extent of such excess, subject to the other limitations on recovery and recourse set forth in this Agreement.

(c) The aggregate liability for Westlake under Sections 4.2(a) and 4.2( b) and the Partnership under Section 4.3 will be limited to $20,301,150.

(d) No indemnifying Person shall be liable for any Losses that are subject to indemnification under Section 4.2 or 4.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. on the final date pursuant to Section 4.1 , to assert a Claim for indemnification on the basis asserted in such written demand. Notwithstanding the foregoing, any Claim for indemnification under this Agreement that is brought prior to such time will survive until such matter is resolved.

(e) Notwithstanding anything contained to the contrary contained herein, the limitations set forth in this Section 4.4 shall not apply to damages arising out of or related to any breach of any Fundamental Representation.

(f) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall any Party be entitled to double recovery under this Agreement.

Section 4.5 Claims Procedure .

(a) Promptly after receipt by any indemnified Person of notice of the commencement or assertion of any Claim or Proceeding by a third party or circumstances which, with the lapse of time, such indemnified Person believes is likely to give rise to a Claim or Proceeding by a third party or of facts causing any indemnified Person to believe it has a Claim for breach hereunder (an “ Asserted Liability ”), such indemnified Person shall give prompt written notice thereof (the “ Claims Notice ”) to the relevant indemnifying Person, provided that in any event, such indemnified Person shall give the Claims Notice to the indemnifying Person no later than 30 days after becoming aware of such Asserted Liability. So long as the Claims Notice is given within the applicable survival period set forth in Section 4.1 , the failure to so notify the indemnifying Person shall not relieve the indemnifying Person of its obligations or liability hereunder, except to the extent such failure shall have actually prejudiced the indemnifying Person. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. The indemnified Person and the indemnifying Person agree to keep each other reasonably appraised of any additional information concerning any Asserted Liability.

(b) As to an Asserted Liability arising from a third-party action, the indemnifying Person shall be, subject to the limitations set forth in this Section 4.5 , entitled to assume control of and appoint lead counsel for such defense only for so long as it conducts such defense with reasonable diligence. The indemnifying Person shall keep the indemnified Persons advised of the status of such third-party action and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the indemnified Persons with respect thereto. If the indemnifying Person assumes the control of the defense of any third-party action in accordance with the provisions of this Section 4.5 , the indemnified Person shall be entitled to

participate in the defense of any such third-party action and to employ, at its expense, separate counsel of its choice for such purpose, it being understood, however, that the indemnifying Person shall continue to control such defense; provided that notwithstanding the foregoing, the indemnifying Person shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the indemnified Persons if (x) the indemnified Person’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the indemnifying Person) that there are defenses available to such indemnified Person that are different from or additional to those available to the indemnifying Person, or (y) the indemnified Person’s outside counsel shall have advised in writing (with a copy to the indemnifying Person) the indemnified Person that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the indemnifying Person and the indemnified Person. Notwithstanding the foregoing, (i) the indemnifying Person shall obtain the prior written consent of the indemnified Person before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement requires an admission of guilt or wrongdoing on the party of the indemnified Person, subjects the indemnified Person to criminal liability or does not unconditionally release the indemnified Person from all liabilities and obligations with respect to such Asserted Liability or the settlement imposes injunctive or other equitable relief against, or any continuing obligation or payment requirement on, the indemnified Person and (ii) the indemnified Person shall be entitled to participate, at its own cost and expense, in the defense of such Asserted Liability and to employ separate counsel of its choice for such purpose.

(c) Each Party shall cooperate in the defense or prosecution of any Asserted Liability arising from a third-party action and shall furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith.

Section 4.6 Sole Remedy. Other than for instances of actual fraud, the Parties hereby agree that from and after the Execution Date no Party shall have any liability, and neither Party nor any of their respective Affiliates shall make any Claim, for any Loss or any other matter, under, relating to or arising out of this Agreement (including breach of representation, warranty, covenant or agreement) or any other Contract or other matter delivered pursuant hereto, or the transactions contemplated hereby, whether based on contract, tort, strict liability, other Laws or otherwise, except for a claim for indemnification pursuant to this Article IV .

Section 4.7 Determination of Amount of Damages; Mitigation . The Losses giving rise to any indemnification obligation hereunder shall be limited to the Losses suffered by the indemnified Person and shall be reduced by any insurance proceeds or other payment or monetary recoupment received or that are realized or retained (including the amount of any tax benefits, net of any tax detriments, actually realized or retained) by the indemnified Person as a result of the events giving rise to the claim for indemnification. Any indemnified Person that becomes aware of Losses for which it intends to seek indemnification hereunder shall use commercially reasonable efforts to collect any amounts to which it may be entitled under insurance policies or from third parties (pursuant to indemnification agreements or otherwise) and shall use commercially reasonable efforts to mitigate such Losses; provided that the indemnified Person shall promptly notify (a) Westlake if such indemnified Person is the

Partnership or (b) the Partnership if such indemnified Person is Westlake, in each case, of any efforts to mitigate. If any net tax benefit, third-party recovery or insurance recovery is realized after having previously received a Claim for indemnification proceeds hereunder, such Party shall promptly tender to the respective Party an amount equal to such tax benefit, third-party recovery or insurance recovery.

ARTICLE V

MISCELLANEOUS

Section 5.1 Notices.

(a) Unless this Agreement specifically requires otherwise, any notice, demand or request provided for in this Agreement, or served, given or made in connection with it, shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by electronic delivery (including facsimile or delivery of a document in Portable Document Format), by registered or certified mail, postage prepaid or by a nationally recognized overnight courier service that provides a receipt of delivery, in each case, to the Parties at the addresses specified below:

If to the Partnership, to:

Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

Attn: L. Benjamin Ederington

Vice President, General Counsel and Secretary

Facsimile No.: 713-629-6239

With a copy to:

Westlake Chemical Partners GP LLC Conflicts Committee

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

Attn: L. Benjamin Ederington

Vice President, General Counsel and Secretary

Facsimile No.: 713-629-6239

If to OpCo, to:

Westlake Chemical OpCo LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

Attn: L. Benjamin Ederington

Vice President, General Counsel and Secretary

Facsimile No.: 713-629-6239

If to Westlake, to:

WPT LLC

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

Attn: L. Benjamin Ederington

Vice President, General Counsel and Assistant Secretary of Westlake Chemical Investments, Inc.

Facsimile No.: 713-960-8761

(b) Notice given by personal delivery, mail or overnight courier pursuant to this Section 5.1 shall be effective upon physical receipt. Notice given by facsimile or other electronic transmission pursuant to this Section 5.1 shall be effective as of the date of confirmed delivery if delivered before 5:00 P.M. Central Time on any Business Day at the place of receipt or the next succeeding Business Day if confirmed delivery is after 5:00 P.M. Central Time on any Business Day or during any non-Business Day at the place of receipt.

Section 5.2 Expenses. Except as otherwise expressly provided in this Agreement each Party shall pay all costs and expenses it has incurred or will incur in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and consummation of the transactions contemplated hereby.

Section 5.3 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.4 Successors and Assigns. Neither Party may assign or otherwise transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any purported transfer in violation hereof shall be null and void. This Agreement shall be binding upon, and inure to the benefit of, permitted successors and assigns.

Section 5.5 No Third Party Rights. The provisions of this Agreement are enforceable solely by the Parties, and no third party (including any limited partner of the Partnership, except for Westlake) shall have the right, separate and apart from the Parties, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

Section 5.6 Severability. If any provision of this Agreement shall be finally determined to be unenforceable, illegal or unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to any Party, be deemed severed from this Agreement and the remainder of this Agreement shall remain in full force and effect.

Section 5.7 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

Section 5.8 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

Section 5.9 Construction. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 5.10 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 5.11 Applicable Law and Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each of the Parties hereby agrees: (i) to submit to the exclusive jurisdiction of any state or federal court sitting in Houston, Texas in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) that all claims in respect of any such action or proceeding may be heard and determined in any such court, (iii) that such Party will not bring any action or proceeding arising out of or relating to this Agreement in any other court, and (iv) that such Party waives any defense of inconvenient forum to the maintenance of any such action or proceeding, and waives any bond, surety or other security that might be required of any other Party with respect to any such action or proceeding.

[Signature page follows.]

IN WITNESS WHEREOF , this Agreement has been duly executed by the Parties as of the date first written above.


WESTLAKE CHEMICAL PARTNERS LP

By:	Westlake Chemical Partners GP LLC, its general partner

By:	/s/ M. Steven Bender
	Name:	M. Steven Bender
	Title:	Senior Vice President, Chief
		Financial Officer and Treasurer

WESTLAKE CHEMICAL OPCO LP

By:	Westlake Chemical OpCo GP LLC, its general partner

By:	/s/ Lawrence E. Teel
	Name:	Lawrence E. Teel
	Title:	Principal Operating Officer

WPT LLC

By:	Westlake Chemical Investments, Inc., its manager

By:	/s/ Albert Chao
	Name:	Albert Chao
	Title:	President and Chief Executive Officer

Signature Page

Equity Purchase Agreement

Exhibit 10.1

Execution Version

SENIOR UNSECURED REVOLVING CREDIT AGREEMENT

dated as of April 29, 2015

between

Westlake Chemical Partners LP

as Borrower

and

Westlake Chemical Finance Corporation

as Lender

TABLE OF CONTENTS


ARTICLE I	DEFINITIONS; CONSTRUCTION	1

Section 1.1	Definitions	1

Section 1.2	Other Definitional Provisions	5

Section 1.3	Accounting Terms and Principles	6

ARTICLE II	AMOUNT AND TERMS OF THE LOANS	6

Section 2.1	Loan Commitment	6

Section 2.2	Borrowing Procedure	6

Section 2.3	Optional Reduction and Termination of Loan Commitment	6

Section 2.4	Repayment of Loans	6

Section 2.5	Prepayment	7

Section 2.6	Interest on Loans	7

Section 2.7	Computation of Interest; Underpayment	7

Section 2.8	Evidence of Debt	7

Section 2.9	Payments Generally	8

Section 2.10	Taxes	8

Section 2.11	Illegality	8

ARTICLE III	CONDITIONS PRECEDENT TO LOANS	8

Section 3.1	Conditions to Effectiveness	8

Section 3.2	Conditions to Making of each Loan	9

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF BORROWER	9

Section 4.1	Corporate Existence	9

Section 4.2	Power; Authorization; Enforceable Obligations	9

Section 4.3	No Legal Bar	10

Section 4.4	No Default	10

Section 4.5	Use of Proceeds	10

ARTICLE V	REPRESENTATIONS AND WARRANTIES OF LENDER	10

Section 5.1	Organization of Lender	10

Section 5.2	Power; Authorization; Enforceable Obligations	10

Section 5.3	No Legal Bar	11

ARTICLE VI	COVENANTS	11

Section 6.1	Delivery of Financial Information	11


Section 6.2	Notice of Default	12

Section 6.3	Conduct of Business and Maintenance of Existence, etc	12

Section 6.4	Consolidated Leverage Ratio	12

ARTICLE VII	EVENTS OF DEFAULT	13

Section 7.1	Events of Default	13

ARTICLE VIII	MISCELLANEOUS	14

Section 8.1	Notices	14

Section 8.2	Waiver; Amendments	14

Section 8.3	Expenses; Indemnification	14

Section 8.4	Successors and Assigns	15

Section 8.5	Governing Law	16

Section 8.6	Proceedings	16

Section 8.7	Waiver of Jury Trial	16

Section 8.8	Counterparts; Integration	16

Section 8.9	Survival	17

Section 8.10	Severability	17

Section 8.11	No Waiver	17

SENIOR UNSECURED REVOLVING CREDIT AGREEMENT

THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is made and entered into as of April 29, 2015 by and among Westlake Chemical Finance Corporation, a Delaware corporation (the “ Lender ”) and Westlake Chemical Partners LP, a Delaware limited partnership (the “ Borrower ”).

W I T N E S S E T H:

WHEREAS , the Borrower has requested that the Lender make loans to the Borrower from time to time in an aggregate principal amount of up to $300,000,000; and

WHEREAS , subject to the terms and conditions of this Agreement, the Lender is willing to make the requested loans to the Borrower.

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions. The following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“ Affiliate ” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with, the Person in question.

“ Agreement ” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“ Applicable Margin ” shall mean, for any day, the applicable rate per annum as set forth in the table below:


Category	Consolidated Leverage Ratio	Applicable Margin for Loan Interest Rate
1	£ 3.0x		2.00	%
2	> 3.0x to £ 3.5x		2.25	%
3	> 3.5x to £ 4.0x		2.50	%
4	> 4.0x to £ 4.5x		2.75	%
5	> 4.5x		3.00	%

Effective as of the beginning of each Interest Period, the Applicable Margin shall be adjusted upward or downward, as applicable, to the respective percentages shown in the table above based on the Consolidated Leverage Ratio as of the end of the fiscal quarter ending immediately prior to such Interest Period. For purposes hereof, any such adjustment in the respective amounts of the Applicable Margin, whether upward or downward, shall be determined based on the

Consolidated Leverage Ratio set forth in the Compliance Certificate with respect to such prior fiscal quarter in accordance with the terms of Section 6.1(c) (subject to redetermination as set forth in Section 2.7 , if applicable, in the case of the Compliance Certificate with respect to fourth fiscal quarter of each year) and shall be given retroactive effect to the beginning of such Interest Period; provided , however , if any such Compliance Certificate is not delivered at least one (1) Business Day prior to the relevant Quarterly Payment Date, the Applicable Margin for the portion of the related Interest Period for which interest is being paid on such Quarterly Payment Date will be the applicable rate per annum set forth above in Category 5; provided further , that the Applicable Margin commencing on the date hereof and continuing until the next occurring upward or downward adjustment of the Applicable Margin, as hereinabove provided, shall be the applicable rate per annum set forth above in Category 1.

“ Availability Period ” shall mean the period from and including the date hereof to but excluding the earlier of the Maturity Date and the date of termination of the Loan Commitment.

“ Borrower ” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“ Business Day ” shall mean any day other than Saturday, Sunday or a day on which banks located in New York, New York or Houston, Texas are authorized or obligated to close.

“ Cash Payment ” shall have the meaning set forth in Section 2.6(b) .

“ Code ” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“ Compliance Certificate ” shall mean a certificate substantially in the form of Exhibit A .

“ Consolidated EBITDA ” shall mean, with respect to any period, (i) the consolidated net income of the Borrower and its subsidiaries on a consolidated basis for such period as determined in accordance with GAAP and as reported on the financial statements for such period plus (ii) to the extent deducted in the determination of such consolidated net income, interest expense, Federal, state, local and foreign income taxes, depreciation and amortization.

“ Consolidated Funded Indebtedness ” shall mean, as of any date of determination, for the Borrower and its subsidiaries on a consolidated basis, the sum of, without duplication, (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all obligations and liabilities of any such Person secured by any lien on property of such Person, (f) all obligations or liabilities created or arising under any capital lease or conditional sale or other title retention agreement with respect to property used or acquired by any such Person, (g) without duplication, all guarantees with respect to outstanding indebtedness of the types specified in clauses (a) through (f) above of Persons other than the

Borrower or any subsidiary, and (h) all indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or any subsidiary is a general partner or joint venturer.

“ Consolidated Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed four (4) fiscal quarters for which financial statements have been delivered hereunder.

“ Control ” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Corporate Facility ” shall mean that certain Third Amended and Restated Credit Agreement, dated as of July 17, 2014, among the lenders parties thereto, Bank of America, N.A., as agent for such lenders, and Parent and certain of its domestic subsidiaries, as borrowers, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Default ” shall mean any of the events specified in Article VII , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Default Interest ” shall have the meaning set forth in Section 2.6(c) .

“ Default Interest Rate ” shall mean the Loan Interest Rate plus an additional 2% per annum.

“ Dollars ” and “ $ ” shall mean the lawful currency of the United States of America.

“ Event of Default ” shall mean any of the events specified in Article VII , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excluded Taxes ” shall mean, with respect to the Lender, (a) taxes imposed on or measured by its overall net income, franchise taxes, and any branch profits or similar tax imposed on it by any jurisdiction or (b) any U.S. federal withholding tax that is imposed on amounts payable to the Lender at the time the Lender becomes a party hereto (or designates a new lending office), except to the extent the Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.10 .

“ GAAP ” shall mean United States generally accepted accounting principles applied on a consistent basis.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government.

“ Interest Period ” shall mean each fiscal quarter period ending on the last day of March, June, September and December.

“ Lender ” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“ Lender Indemnitee ” shall mean the Lender and each of the directors, officers, employees, agents, trustees, representatives, attorneys and consultants of or to the Lender.

“ LIBOR ” shall mean, with respect to any Loan, the three (3) month LIBOR rate as reported by Bloomberg.com, The Wall Street Journal or such other reputable source as the Lender may select, in each case as of the date that is two (2) Business Days before the first day of each Interest Period.

“ Loan ” shall have the meaning set forth in Section 2.1(a) .

“ Loan Commitment ” shall mean the obligation of the Lender to make Loans hereunder in an aggregate principal amount at any time outstanding not exceeding $300,000,000.

“ Loan Documents ” shall mean, collectively, this Agreement and each Notice of Borrowing.

“ Loan Interest Rate ” shall mean, with respect to any Loan, LIBOR in effect from time to time (as the same may vary from Interest Period to Interest Period) plus the Applicable Margin for Loan Interest Rate (as set forth in, and determined in accordance with, the definition of “Applicable Margin”).

“ Material Adverse Effect ” shall mean a material adverse effect on any of the following: (a) the business, condition (financial or otherwise), operations, performance or properties of the Borrower; (b) the ability of the Borrower to perform its obligations hereunder; or (c) the ability of the Lender to enforce its rights and remedies hereunder.

“ Maturity Date ” shall mean April 29, 2018.

“ Notice of Borrowing ” shall have the meaning set forth in Section 2.2 .

“ Obligations ” shall mean, with respect to the Borrower, the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Loan Document.

“ OpCo ” shall mean Westlake Chemical OpCo LP.

“ Outstanding Amount ” shall mean with respect to Loans on any date, the aggregate principal amount of Loans outstanding on such date after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“ Parent ” shall mean Westlake Chemical Corporation.

“ Payment Office ” shall mean the office of the Lender located at 2801 Post Oak Boulevard, Suite 600, Houston, Texas 77056, or such other location as to which the Lender shall have given written notice to the Borrower.

“ Payment Period ” shall mean each period commencing on a Quarterly Payment Date and ending on the date preceding the next Quarterly Payment Date; provided that the first Payment Period shall begin on the date hereof.

“ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ PIK Payment ” shall have the meaning set forth in Section 2.6(b) .

“ Quarterly Payment Date ” shall mean the last Business Day of each February, May, August and November.

“ Specified Acquisition ” shall mean the acquisition by the Borrower, in one transaction or a series of related transactions, of (a) all or substantially all the assets of a Person or line of business of such Person, or not less than 100% of the equity interests of such Person, provided that (i) at least 90% of the income of such acquired assets or Person shall constitute “qualifying income” within the meaning of Section 7704(d) of the Code and (ii) the aggregate fair market value of cash and non-cash consideration for such acquisition is at least $75,000,000 or (b) limited partner interests in OpCo for which the aggregate fair market value of cash and non-cash consideration is at least $75,000,000.

“ Specified Acquisition Period ” shall mean a period from and after a Specified Acquisition to and including the last day of the fourth full fiscal quarter following the fiscal quarter in which such Specified Acquisition occurred.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, provided that “Taxes” shall not include Excluded Taxes.

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) The term “Lender” shall include, without limitation, its successors.

Section 1.3 Accounting Terms and Principles. Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

ARTICLE II

AMOUNT AND TERMS OF THE LOANS

Section 2.1 Loan Commitment.

(a) Subject to the terms and conditions set forth herein, the Lender agrees to make revolving loans (each a “ Loan ” and, collectively, the “ Loans ”) to the Borrower during the Availability Period in an aggregate principal amount at any time outstanding not to exceed the Loan Commitment. The Loans shall be used for the purposes set forth in Section 4.5 .

(b) During the Availability Period, the Borrower shall be entitled to borrow, prepay or repay, and reborrow the Loans in accordance with the provisions hereof.

Section 2.2 Borrowing Procedure. The Borrower shall give the Lender five (5) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each borrowing to be made by the Borrower substantially in the form of Exhibit B (a “Notice of Borrowing”); provided that the Notice of Borrowing with respect to the initial borrowing on the date hereof may be delivered on the date hereof.

Section 2.3 Optional Reduction and Termination of Loan Commitment. Upon three (3) Business Days’ written notice to the Lender signed by the Borrower, the Borrower may terminate the Loan Commitment, or permanently reduce the Loan Commitment to an amount not less than the then Outstanding Amount of all Loans, provided that each partial reduction of the Loan Commitment shall be in integral multiples of $1,000,000 (or such lesser amount as agreed by the Lender).

Section 2.4 Repayment of Loans. On the Maturity Date, the Borrower shall repay in full all Obligations.

Section 2.5 Prepayment. At any time, the Borrower may voluntarily prepay in whole or in part the Loans (together with accrued and unpaid interest thereon) without premium or penalty.

Section 2.6 Interest on Loans.

(a) The Loans shall accrue interest at the Loan Interest Rate.

(b) The Borrower shall pay interest due and payable on the Loans in arrears on each Quarterly Payment Date for the Payment Period most recently ended; provided that the Borrower may pay all or a portion of such interest by adding such amount to the principal amount hereunder (a “ PIK Payment ”), with the remaining interest (if any) to be paid fully in cash (a “ Cash Payment ”). A PIK Payment shall be deemed to be made with respect to the portion (if any) of the interest due and payable hereunder for which a Cash Payment is not received by the Lender on the applicable Quarterly Payment Date. For all purposes hereof, references to “principal amount” of the Loans includes any increase in the principal amount as a result of a PIK Payment.

(c) While an Event of Default exists or after acceleration of the Loans in accordance with Article VII , at the option of the Lender, interest on the unpaid principal amount of the Loans (and any unpaid interest with respect thereto) will accrue at the Default Interest Rate (the “ Default Interest ”). All Default Interest will be payable by the Borrower upon demand by the Lender.

Section 2.7 Computation of Interest; Underpayment. All computations of interest shall be made by the Lender on the basis of a year of 360 days. Each determination by the Lender of an interest amount hereunder shall, except for manifest error, be final, conclusive and binding for all purposes. To the extent the Lender determines that the Borrower has paid less than the required interest payment (whether a PIK Payment or a Cash Payment) on a Quarterly Payment Date on account of any redetermination of the Applicable Margin resulting from a difference between the audited financial statements delivered pursuant to Section 6.1(a) and the unaudited financial statements delivered pursuant to Section 6.1(b) for the fourth (4 ^th ) fiscal quarter of any year, the Lender may request that the Borrower pay over such shortfall (as a PIK Payment or a Cash Payment, in accordance with Section 2.6(b)) at the next Quarterly Payment Date or, if earlier occurring, the Maturity Date.

Section 2.8 Evidence of Debt. The Loans made by the Lender shall be evidenced by one or more accounts or records maintained by the Lender. The accounts or records maintained by the Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lender to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans.

Section 2.9 Payments Generally. (a) All payments by the Borrower to the Lender hereunder shall be made to the Lender at the Payment Office in immediately available funds without setoff or counterclaim. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of the payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If on the Maturity Date insufficient funds are received by and available to the Lender to pay fully all amounts of principal and interest due hereunder, such funds shall be applied (i) first, towards payment of interest, and (ii) second, towards payment of principal due hereunder.

Section 2.10 Taxes. (a) Any and all payments by the Borrower under each Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes. If any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to the Lender, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) The Borrower and the Lender agree that the Loans shall be (and they expect the Loans to be) treated as debt for tax purposes, and neither the Borrower nor the Lender shall take a position contrary to this position on any tax return or through any other action, unless required by a final judgment of a court of competent jurisdiction (as reasonably determined by the Borrower and the Lender in good faith).

Section 2.11 Illegality. Notwithstanding any other provision of this Agreement, if the Lender determines that it is unlawful for the Lender to make Loans or to continue to fund or maintain Loans, then, on notice thereof and demand therefor by the Lender to the Borrower, (i) the obligation of the Lender to make or to continue Loans shall be suspended, and (ii) if Loans are then outstanding, the Borrower shall prepay such Loans within five (5) Business Days after notice thereof and demand therefor by the Lender; provided that prior to delivering any such notice or making any such demand the Lender shall use commercially reasonable efforts to assign its rights and obligations hereunder to an Affiliate of the Lender if such assignment would eliminate the need for such notice or demand.

ARTICLE III

CONDITIONS PRECEDENT TO LOANS

Section 3.1 Conditions to Effectiveness. This Agreement shall become effective upon the execution and delivery of this Agreement by the Borrower and the Lender.

Section 3.2 Conditions to Making of each Loan. The obligations hereunder of the Lender to make each Loan are subject to the satisfaction (or waiver in accordance with Section 8.2) of the following conditions as of the date each Loan is made:

(a) The Lender shall have received a signed Notice of Borrowing from the Borrower requesting the making of a Loan on the date specified therein (which shall be no later than the last day of the Availability Period).

(b) At the time of and immediately after giving effect to the making of the requested Loan, the aggregate Outstanding Amount shall not be in excess of the Loan Commitment.

(c) At the time of and immediately after giving effect to the making of the requested Loan, no Default or Event of Default shall exist.

(d) At the time of and immediately after giving effect to the making of the requested Loan, all representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects on and as of such date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BORROWER

To induce the Lender to enter into this Agreement and to make each Loan, the Borrower hereby represents and warrants to the Lender for itself that:

Section 4.1 Corporate Existence. The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Section 4.2 Power; Authorization; Enforceable Obligations.

(a) The Borrower has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to borrow hereunder. The Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and to authorize the borrowings on the terms and conditions of this Agreement.

(b) No consent or authorization of, filing with, notice to or other act by or in respect of any Governmental Authority or any other Person is required to be obtained by the Borrower in connection with (i) the borrowings hereunder, (ii) the execution, delivery, validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) the performance of this Agreement or any of the other Loan Documents, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.

(c) This Agreement has been, and, upon execution, each Loan Document shall have been, duly executed and delivered on behalf of the Borrower.

(d) This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 4.3 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents by the Borrower, the borrowings hereunder and the use of the proceeds thereof will not violate any applicable law, the Borrower’s organizational documents or any material agreement of the Borrower.

Section 4.4 No Default. No Default or Event of Default has occurred and is continuing.

Section 4.5 Use of Proceeds. The proceeds of each Loan shall be used solely to repay funds borrowed under affiliate agreements for expansion projects, and to fund corporate overhead, acquire assets and partnership interests in OpCo and/or equity interests in third parties, and pay distributions to the Borrower’s limited partners on a pro rata basis, and for other general corporate purposes.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF LENDER

The Lender hereby represents and warrants to the Borrower for itself that:

Section 5.1 Organization of Lender . The Lender is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization .

Section 5.2 Power; Authorization; Enforceable Obligations.

(a) The Lender has the power and authority, and the legal right, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Lender of this Agreement, and the performance of its obligations hereunder, have been duly and validly authorized by all necessary actions of the Lender.

(b) No consent or authorization of, filing with, notice to or other act by or in respect of any Governmental Authority or any other Person is required to be obtained by the Lender in connection with (i) the Loans hereunder, (ii) the execution, delivery, validity or enforceability of this Agreement or any of the other Loan Documents, or (iii) the performance of this Agreement or any of the other Loan Documents, except, in each case, for routine consents, authorizations, filings and notices required to be made in the ordinary course of business.

(d) This Agreement constitutes a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 5.3 No Legal Bar . The execution, delivery and performance of this Agreement by the Lender and the consummation by the Lender of the transactions contemplated hereby will not (i) contravene, result in any breach of, or constitute a default under, any charter or bylaws or other organizational documents of the Lender, or any material agreement or instrument to which the Lender is a party, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order of any court, arbitrator or Governmental Authority applicable to the Lender, or (iii) violate any applicable law. To the knowledge of Lender, no “Default” or “Event of Default” or similar event has occurred and is continuing under the Corporate Facility or the other material debt instruments of Parent nor will a “Default” or “Event of Default” or similar event exist under the Corporate Facility or the other material debt instruments of Parent after giving effect to the transactions contemplated hereby, including, without limitation, each borrowing hereunder.

ARTICLE VI

COVENANTS

Section 6.1 Delivery of Financial Information. The Borrower shall deliver to the Lender:

(a) within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), its audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP;

(b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes;

(c) concurrently with the financial statements provided for in clauses (a) and (b) , a Compliance Certificate with respect to the period to which such financial statements relate; and

(d) such financial or other information in respect of its business and financial status as the Lender may reasonably require.

Information required to be delivered pursuant to clauses (a) and (b) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at http://www.sec.gov.

Section 6.2 Notice of Default. The Borrower shall give notice to the Lender of the occurrence of any Default or Event of Default as soon as reasonably practicable after obtaining knowledge of the occurrence thereof.

Section 6.3 Conduct of Business and Maintenance of Existence, etc. The Borrower will (a) (i) preserve, renew and keep in full force and effect its corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, in each case to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all agreements and requirements of applicable law, except to the extent (1) the same are being contested in good faith by appropriate proceedings diligently conducted or (2) that failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 6.4 Consolidated Leverage Ratio. Commencing with the fiscal quarter ending June 30, 2015, the Borrower will not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter to be greater than 4.50:1.00 or, as of the last day of any fiscal quarter during a Specified Acquisition Period, to be greater than 5.50:1.00.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1 Events of Default. If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay the principal of the Loans on the date when due (including the Maturity Date) in accordance with the terms hereof; or the Borrower shall fail to pay any interest on the Loans, or any other amount payable hereunder, within five (5) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) Any representation or warranty made or deemed made by the Borrower herein or in any other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c) The Borrower shall default in the observance or performance of any agreement contained in this Agreement to be performed by it (other than as provided in clause (a) of this Section 7.1 ), and such default shall continue unremedied for a period of thirty (30) days after written notice thereof shall have been given to the Borrower by the Lender; or

(d) (i) The Borrower or OpCo (each, a “ Subject Person ”) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Subject Person shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Subject Person any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against any Subject Person any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) any Subject Person shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) , (ii) or (iii) above; or (v) any Subject Person shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

then, and in any such event, (A) if such event is an Event of Default specified in clause (d) above, the Loan Commitment shall terminate immediately and all Obligations shall immediately become due and payable, and (B) if such event is any other Event of Default, the Lender may, by notice to the Borrower, terminate the Loan Commitment, whereupon the Loan Commitment shall terminate immediately, and declare all Obligations to be due and payable forthwith, whereupon the same shall immediately become due and payable.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Notices.

(a) Addresses for Notices . All notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, and addressed to the party to be notified as follows:


To the Borrower:		Westlake Chemical Partners LP
		Attention: M. Steven Bender
		Senior Vice President and Chief Financial Officer
		2801 Post Oak Blvd, Suite 600
		Houston, TX 77056
		Fax: 713-629-6239

To the Lender:		Westlake Chemical Finance Corporation
		Attention: Bruce P. Robertson
		Assistant Treasurer
		2801 Post Oak Blvd, Suite 600
		Houston, TX 77056
		Fax: 713-629-6239

Any party hereto may change its address, telephone number or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(b) Effectiveness of Notices . All notices, demands, requests, consents and other communications described in Section 8.1(a) shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by facsimile, when transmitted in legible form by facsimile machine and (iii) if mailed, upon the third Business Day after the date deposited into the mail or, if delivered, upon delivery.

Section 8.2 Waiver; Amendments. No amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and (x) in the case of any such waiver or consent, signed by the Lender and (y) in the case of any other amendment, signed by the Lender and the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.3 Expenses; Indemnification.

(a) The Borrower shall be obligated to pay all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and

disbursements of outside counsel for the Lender) incurred by the Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 8.3 , including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans.

(b) The Borrower shall be obligated to indemnify each Lender Indemnitee against, and hold each Lender Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any outside counsel for any Lender Indemnitee) incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Lender Indemnitee is a party thereto, provided that such indemnity shall not, as to any Lender Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Lender Indemnitee or (y) result from a claim brought by the Borrower against any Lender Indemnitee for breach in bad faith of such Lender Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) The Borrower shall be obligated to pay, and hold the Lender harmless from and against, any and all Taxes with respect to this Agreement and any other Loan Documents or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes.

(d) To the extent permitted by applicable law, each party shall not assert, and hereby waives, any claim against any Lender Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, the Loans or the use of proceeds thereof.

(e) All amounts due under this Section 8.3 shall be payable promptly after written demand therefor.

Section 8.4 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors

and assigns permitted hereby. The parties hereto may not transfer or assign any of their respective rights or obligations hereunder without the consent of the non-assigning party (such consent not to be unreasonably withheld); provided that the Lender may transfer and assign this Agreement to any of its Affiliates without the consent of the Borrower; provided further, that no such transfer or assignment shall be made to a Person other than a “United States person” (as defined in the Code) without the consent of the Borrower (such consent not to be unreasonably withheld); provided further, that any assignment agreement to a successor “Lender” hereunder shall provide that (i) such successor “Lender” represents and warrants that all of the representations and warranties contained in Article V of this Agreement are true and correct in all respects with respect to such successor “Lender” and (ii) such successor “Lender” shall have the rights and obligations of a “Lender” hereunder and shall thereafter be a party hereto and a “Lender” for all purposes hereof. Any other attempted assignment or transfer by any party hereto shall be null and void. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Lender Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 8.5 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 8.6 Proceedings. All judicial proceedings brought against any party hereto or arising out of or relating hereto or to any of such party’s obligations hereunder, may be brought in any state or Federal court of competent jurisdiction in the State, County and City of New York. Each party hereto, for itself and in connection with its properties, irrevocably: (a) accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts; (b) waives any defense of forum non conveniens ; (c) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, at its address provided in Section 8.1; (d) agrees that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such Party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and (e) agrees that each party hereto retains the right to serve process in any other manner permitted by law or to bring proceedings against the other party in the courts of any other jurisdiction

Section 8.7 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 8.8 Counterparts; Integration. This Agreement may be executed in any number of counterparts and by electronic means (including “pdf”) and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.9 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lender and shall survive the execution and delivery of this Agreement and the making of the Loans. The provisions of Section 8.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.

Section 8.10 Severability. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.11 No Waiver. The non-exercise by the Lender of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

[ Signature Page Follows ]

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


WESTLAKE CHEMICAL PARTNERS LP

By: Westlake Chemical Partners GP LLC, its general partner

as Borrower

By:	/s/ M. Steven Bender

	Name:	M. Steven Bender

	Title:	Senior Vice President and Chief Financial Officer

WESTLAKE CHEMICAL FINANCE CORPORATION

as Lender

By:	/s/ Bruce P. Robertson

	Name:	Bruce P. Robertson

	Title:	Assistant Treasurer

Signature Page to Senior Unsecured Revolving Credit Agreement

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

[DATE]

Westlake Chemical Finance Corporation

[Address]

Dear Sirs:

Reference is made to that certain Senior Unsecured Revolving Credit Agreement, dated as of April 29, 2015 (the “ Credit Agreement ”), by and among Westlake Chemical Finance Corporation, a Delaware corporation (the “ Lender ”) and Westlake Chemical Partners LP, a Delaware limited partnership (the “ Borrower ”). Capitalized terms used and not defined in this Certificate have the meanings assigned to them in the Credit Agreement. I hereby certify to you as follows, in my capacity as an officer of the Borrower and not in my individual capacity, as of the date first set forth above:

(a) I have reviewed the terms of the Credit Agreement and have made, or have caused to be made under my supervision, a detailed review of the transactions and the condition of the Borrower and its subsidiaries during the four fiscal quarter period ending [ ], 201[ ] (the “ Compliance Date ”).

(b) Except as disclosed on Annex A attached hereto, the review described in paragraph (a) above did not disclose the existence during or at the end of such period, and I have no knowledge of the existence as of the date hereof, of any condition or event which constitutes a Default or an Event of Default.

(c) The financial statements and information required to be furnished to the Lender pursuant to Section 6.1([a][b]) of the Credit Agreement [are provided in Annex B to this Certificate][available on the website of the Securities Exchange Commission at http://www.sec.gov]. Such financial statements fairly present, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for the period shown thereon in accordance with GAAP[, subject to normal year-end audit adjustments and the absence of certain footnotes].

(d) The Consolidated Leverage Ratio as of the Compliance Date is [ ]:1.00 . The maximum permitted Consolidated Leverage Ratio as of the Compliance Date pursuant to Section 6.4 (Consolidated Leverage Ratio) of the Credit Agreement is [4.50][5.50]:1.00. The Borrower is [not] in compliance with Section 6.4 (Consolidated Leverage Ratio) of the Credit Agreement as of the Compliance Date. Provided in Annex C to this Certificate are financial data and computations evidencing the determination of the Consolidated Leverage Ratio as of the Compliance Date, all of which data and computations are true, correct and complete in all material respects.


Very truly yours,

Westlake Chemical Partners LP
By: Westlake Chemical Partners GP LLC, its general partner

By:
Name:
Title:

EXHIBIT B

FORM OF NOTICE OF BORROWING

[DATE]

Westlake Chemical Finance Corporation

[Address]

Dear Sirs:

The Borrower hereby requests the following Loan under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Loan:

(a) Principal amount of Loan: $[ ]

(b) Date of Loan: [ ]

The Borrower hereby certifies that, at the time of and immediately after giving effect to the making of the requested Loan:

(d) No Default or Event of Default exists.

(e) All representations and warranties of the Borrower set forth in the Loan Documents are true and correct in all material respects on and as of such date.

IN WITNESS WHEREOF, the undersigned has caused this Notice of Borrowing to be executed on the date first written above.


WESTLAKE CHEMICAL PARTNERS LP

By: Westlake Chemical Partners GP LLC, its general partner

as Borrower

By:

		Name:

		Title:

Exhibit 99.1

LOGO

For Further Information Contact:

Media Relations – David R. Hansen – 713.585.2900

Investor Relations – Steve Bender – 713.585.2900

Westlake Chemical Partners LP Acquires Additional Interest in Westlake Chemical OpCo LP and Establishes Revolving Credit Facility

Houston, TX, April 29, 2015 - Westlake Chemical Partners LP (NYSE: WLKP) (“Westlake Partners”) today announced that it has acquired approximately 2.7% of additional limited partner interest in Westlake Chemical OpCo LP (“OpCo”) for approximately $135 million. The transaction, which closed today, is expected to be immediately accretive to Westlake Partners’ distributable cash flow. Additionally, Westlake Partners has established a $300 million revolving credit facility (the “MLP Revolver”) with a wholly owned subsidiary of Westlake Chemical Corporation (NYSE: WLK) (“Westlake”) to fund acquisitions and for general corporate purposes.

Consideration for the acquisition was funded by a draw on the MLP Revolver. This transaction increases Westlake Partners’ limited partner interest in OpCo from approximately 10.6% to approximately 13.3% and represents the first purchase of additional interests in OpCo by Westlake Partners following its initial public offering in August 2014. OpCo’s assets are comprised of three ethylene production facilities, which primarily convert ethane into ethylene and have an aggregate annual capacity of approximately 3.4 billion pounds and a 200-mile ethylene pipeline. OpCo sells approximately 95% of its ethylene production to Westlake under a long-term supply agreement, which provides for a stable $0.10 margin per pound. The MLP Revolver entered into today will support Westlake Partners’ ability to pursue additional acquisitions. The MLP Revolver is a three-year, $300 million revolving credit facility with LIBOR-based interest rates.

“This transaction is the first step to achieve our stated annualized low double-digit growth in distributions. In conjunction with this transaction, we intend to provide consistent, quarterly increases in distributions targeting annual distribution growth in the low double-digit percentage range,” said Westlake Partners President and Chief Executive Officer, Albert Chao. “OpCo is unique in the MLP universe given the long-term and stable nature of its key contracts and the structure of its business. The acquisition of this additional interest in OpCo, which provides a high-quality, stable, fee-based earnings stream, represents just one of a number of levers we can use to grow our distributions over time. In addition to purchasing increased interests in OpCo, Westlake Partners can pursue organic growth opportunities such as capacity expansions in OpCo’s ethylene production facilities and acquisitions of other qualified assets from third parties. We are currently executing our previously announced capacity expansion project at one of OpCo’s ethylene crackers in Lake Charles, Louisiana (“Petro 1”). This expansion is expected to increase OpCo’s ethylene production capacity by approximately 250 million pounds once completed during the first half of 2016 and, thereafter, will enhance Westlake Partner’s revenue and cash available for distribution.”

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Today’s transactions provide an immediate increase in cash flow available to Westlake Partners and establish a funding mechanism to allow the partnership to pursue additional debt-financed acquisitions for the medium term. The acquisition of the additional limited partner interest in OpCo not only is immediately accretive to Westlake Partners, but it will also provide the partnership with an increased portion of the value created from the planned Petro 1 expansion in 2016. The acquisition price represents an approximate eleven times multiple of the forecasted 2015 earnings before interest, taxes, depreciation and amortization associated with the additional limited partner interest acquired.

The terms of the acquisition were approved by a Conflicts Committee, which is comprised entirely of independent directors of the board of directors of Westlake Chemical Partners GP LLC, the general partner of Westlake Partners. This committee was advised by Tudor, Pickering, Holt & Co. as to financial matters and Akin Gump Strauss Hauer & Feld LLP as to legal matters.

Westlake Chemical Corporation was advised by UBS Investment Bank and legal counsel was provided by Vinson & Elkins LLP.

The statements in this release that are not historical facts, but forward-looking statements, including the impact of the described acquisition on Westlake Partners’ cash available for distribution, availability of funds and the expectation of long-term distribution growth, could be adversely affected by, among other things, operating difficulties; the volume of ethylene that we are able to sell; the price at which we are able to sell ethylene; changes in the price and availability of electricity; changes in prevailing economic conditions; unanticipated ground, grade or water conditions; inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change; environmental hazards; industrial accidents; changes in laws and regulations (or the interpretation thereof); inability to acquire or maintain necessary permits; inability to obtain necessary production equipment or replacement parts; technical difficulties or failures; labor disputes; late delivery of raw materials; difficulty collecting receivables; inability of our customers to take delivery; changes in the price and availability of transportation; fires, explosions or other accidents; our ability to borrow funds and access capital markets; and other risk factors. For more detailed information about the factors that could cause actual results to differ materially for the projections contained herein, please refer to Westlake Partners’ Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 9, 2015.

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Westlake Chemical Partners LP (WLKP)

Westlake Chemical Partners is a limited partnership formed by Westlake Chemical Corporation to operate, acquire and develop ethylene production facilities and other qualified assets. Headquartered in Houston, TX, the Partnership owns a 13.3% interest in Westlake Chemical OpCo LP. Westlake Chemical OpCo LP’s assets consist of three ethylene production facilities in Calvert City, Kentucky, and Lake Charles, Louisiana, and an ethylene pipeline. For more information about Westlake Chemical Partners LP, please visit http://www.wlkpartners.com/ .

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