CONFIDENTIAL TREATMENT
EXHIBIT 10.62
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO
REGISTRANT’S APPLICATION OBJECTING TO DISCLOSURE AND
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2; THE OMITTED
PORTIONS HAVE BEEN MARKED WITH BRACKETS
TERMINATION
AGREEMENT
This Termination Agreement
(“Termination Agreement”) is made as of the 18
th
day of March, 2005, by
and between Chevron Phillips Chemical Company LP
(“CPChem”), a Delaware limited partnership, and Radnor
Chemical Corporation (“RCC”); StyroChem US., Ltd.
(“SUS”); StyroChem Canada, Ltd (“SCL”);
StyroChem Finland Oy (“SCF”); WinCup Texas, Ltd.
(“WinCup Texas”); and WinCup Holdings, Inc.
(“WinCup”) (“RCC”, “SUS”,
“SCF”, “WinCup Texas”, “WinCup”
and “SCL” are collectively referred to as
“Purchaser”).
WHEREAS, Chevron Chemical Company
LLC, predecessor to CPChem, and RCC, SUS, SCL and WinCup entered
into a certain Styrene Monomer Contract of Sale, dated December 5,
1996, and amended October 1, 1998, and January 1, 2001 (as amended,
the “Previous Agreement”).
WHEREAS, Purchaser and CPChem
subsequently entered into an Amended and Restated Contract of Sale,
dated November 7, 2003, which amended and restated the terms of the
Previous Agreement. (such amended contract referred to as the
“Agreement”).
WHEREAS, CPChem filed a claim
against the Purchaser in the District Court of Montgomery County,
Texas on October 18, 2004, and bearing Cause No. 04-09-07417-CV
(the “Claim”).
WHEREAS, CPChem and Purchaser have
decided that it is in their respective best interests to settle all
disputes that were involved in the Claim without further recourse
to the legal system and to terminate the Agreement, in accordance
with the terms set forth below.
NOW, THEREFORE, in consideration of
the premises and for the mutual benefit of the parties as well as
for other good and valuable consideration, CPChem and Purchaser
agree as follows:
1. Purchaser hereby agrees to pay to CPChem, as
consideration for the termination of the Agreement, the amount of
$[
]
; provided, however, the Termination Payment
shall be paid in full no later than August 1, 2005.
2. Upon CPChem’s receipt of the full
Termination Payment as set forth in Section 1 above, the Agreement
shall be terminated and shall have no further force and effect.
Until such time as the Termination Payment is made in full, the
obligations of CPChem and Purchaser unde
