<PAGE>
]
EXHIBIT 10.11
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this
"AMENDMENT") is entered into as of February
24, 2004, among WESTLAKE CHEMICAL
CORPORATION ("WESTLAKE") and certain of its
domestic subsidiaries listed as
Borrowers to the Credit Agreement described
below (collectively, the
"BORROWERS"), Required Lenders under the
Credit Agreement, BANK OF AMERICA,
N.A., in its capacity as Agent for Lenders
under the Credit Agreement ("Agent"),
and Guarantors under the Credit Agreement
(hereinafter defined).
Reference is made to the Credit Agreement, dated as of July
31, 2003 (as amended, modified, and
supplemented, the "CREDIT AGREEMENT"), among
the Borrowers, Agent, and Lenders party
thereto. Unless otherwise defined in
this Amendment, capitalized terms used
herein shall have the meaning set forth
in the Credit Agreement; all Section
references herein are to Sections in the
Credit Agreement; and all Paragraph
references herein are to Paragraphs in this
Amendment.
RECITALS
A. Borrowers have requested that Lenders amend SECTION 7.12 to
permit
Westlake to issue guaranties of another
Loan Party on the terms and conditions
set forth herein.
B. Subject to the terms and conditions of this Amendment, Lenders
are
willing to agree to such amendment and to
waive any potential Default or Event
of Default that may have occurred as a
result of any such Guaranty prior to the
Effective Date (defined below) of this
Amendment ("WAIVED EVENT").
Accordingly, for adequate and sufficient consideration, the
parties
hereto agree, as follows:
PARAGRAPH 1. AMENDMENT. SECTION 7.12 is
amended by deleting such Section in its
entirety and substituting the following
therefor:
"7.12 Guaranties. No Loan Party nor any of their Subsidiaries
shall
make, issue, or become liable on any Guaranty, except (a)
Obligation
Guaranties in favor of the Agent, (b) Guaranties of Debt permitted
by
SECTION 7.13, (c) unsecured Guaranties by Westlake of another
Loan
Party for goods furnished or services rendered in the ordinary
course
of business of such Loan Party, and (d) a Guaranty by Westlake
Olefins
Corporation for the account of Suzhou Huasu Plastics Co. Ltd. in
an
aggregate amount not to exceed $8,500,000."
PARAGRAPH 2. WAIVER. Required Lenders
hereby waive any potential Default or
Event of Default that may have occurred
solely as a result of the Waived Event
and agree that Lenders will not exercise
their rights or remedies under the Loan
Documents solely as a result of the
occurrence of any Waived Event.
PARAGRAPH 3. EFFECTIVE DATE.
Notwithstanding any contrary provision, this
Amendment is not effective until the date
(the "EFFECTIVE DATE") upon which (a)
the representations and warranties in this
Amendment are true and correct; (b)
Agent has received counterparts of this
Amendment executed by each Borrower,
each Guarantor, and Required Lenders; and
(c) Borrowers have paid Attorney Costs
of Agent incurred in connection with the
Loan Documents, including any
outstanding Attorney's Costs of Agent on
the Effective Date.
<PAGE>
PARAGRAPH 4. ACKNOWLEDGMENT AND
RATIFICATION. As a material inducement to Agent
and Lenders to execute and deliver this
Amendment, each Borrower and each
Guarantor (a) consent to the agreements in
this Amendment and (b) agree and
acknowledge that the execution, delivery,
and performance of this Amendment
shall in no way release, diminish, impair,
reduce, or otherwise affect the
respective obligations of Borrowers or
Guarantors under their respective Loan
Documents, which Loan Documents shall
remain in full force and effect, and all
Liens, guaranties, and rights thereunder
are hereby ratified and confirmed.
PARAGRAPH 5. REPRESENTATIONS. As a material
inducement to Lenders to execute and
deliver this Amendment, each Borrower and
each Guarantor represent and warrant
to Lenders (with the knowledge and intent
that Lenders are relying upon the same
in entering into this Amendment) that as of
the Effective Date and as of the
date of execution of this Amendment, (a)
all representations and warranties in
the Loan Documents are true and correct in
all material respects as though made
on the date hereof, except to the extent
that (i) any of them speak to a
different specific date or (ii) the facts
on which any of them were based have
been changed by transactions contemplated
or permitted by the Credit Agreement,
and (b) no Default or Event of Default
exists other than as waived herein.
PARAGRAPH 6. EXPENSES. Borrowers shall pay
all reasonable costs, fees, and
expenses paid or incurred by Agent in
connection with this Amendment, including,
without limitation, Attorney Costs of Agent
in connection with the negotiation,
preparation, delivery, and execution of
this Amendment and any related
documents.
PARAGRAPH 7. MISCELLANEOUS.
7.1 This Amendment is a "Loan Document" referred to in the
Credit
Agreement, and the provisions relating to
Loan Documents in ARTICLE 13 of the
Credit Agreement are incorporated in this
Amendment by reference. Unless stated
otherwise (a) the singular number includes
the plural and vice versa and words
of any gender include each other gender, in
each case, as appropriate, (b)
headings and captions may not be construed
in interpreting provisions, (c) this
Amendment must be construed, and its
performance enforced, under New York law,
(d) if any part of this Amendment is for
any reason found to be unenforceable,
all other portions of it nevertheless
remain enforceable, and (e) this Amendment
may be executed in any number of
counterparts with the same effect as if all
signatories had signed the same document,
and all of those counterparts must be
construed together to constitute the same
document.
7.2 The Loan Documents shall remain unchanged and in full force
and
effect, except as provided in this
Amendment, and are hereby ratified and
confirmed. On and after the Effective Date,
all references to the "Credit
Agreement" shall be to the Credit Agreement
as herein amended. The execution,
delivery, and effectiveness of this
Amendment shall not, except as expressly
provided herein, operate as a waiver of any
rights of Lenders under any Loan
Document, nor constitute a waiver under any
of the Loan Documents.
PARAGRAPH 8. ENTIRE AGREEMENT. THIS
AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT
MATTER OF THIS AMENDM
