Texas Petrochemicals LP Announces Consent Solicitation and Special Conversion for Its 7-1/4% Senior Secured Convertible Notes Due 2009

Market Wire, November, 2005

Texas Petrochemicals LP (the "Company") (OTC: TXPI) today announced that the Company and its subsidiary TP Capital Corp. (together, the "Issuers") are soliciting consents to amend the Indenture (the "Indenture") pursuant to which the Issuers' $60,000,000 7-1/4% Senior Secured Convertible Notes due April 30, 2009 (the "Notes") were issued to remove substantially all of the restrictive covenants contained therein. In addition, the Issuers and Texas Petrochemicals, Inc., which directly or indirectly owns all of the partnership interests of the Company (the "Parent"), are offering holders of Notes the opportunity to participate in a special conversion whereby their Notes would be converted into shares of common stock of the Parent pursuant to the existing conversion terms of the Indenture and such holders would also receive, as an inducement to convert, a special conversion fee consisting of additional shares of common stock and cash. Consummation of the consent solicitation and the special conversion are subject to a number of conditions, including the absence of certain adverse legal and market developments, the receipt of the required consent from holders of the outstanding Notes pursuant to the terms of the Indenture and the conversion of at least $50 million aggregate principal amount of the Notes.

The consent solicitation and the special conversion are only made available to, and copies of the consent solicitation documents and the special conversion documents will only be distributed to, holders of Notes as of 5:00 P.M., November 29, 2005 ("Eligible Holders"). A consent solicitation statement and a notice of special conversion, both dated today, will be distributed to Eligible Holders and are available to Eligible Holders through the information agent, Global Bondholder Services Corporation, at 866-470-3800 or 212-430-3774.

The following provides a brief summary of key elements of the consent solicitation and the special conversion:

·  Both the consent solicitation and the special conversion will expire at
   5:00 P.M., New York City time, on December 28, 2005, unless extended or
   terminated (the "Expiration Time").

·  If the Issuers receive the required consent from holders of the
   outstanding Notes pursuant to the terms of the Indenture and certain
   other conditions are satisfied, the Indenture will be amended to remove
   substantially all of the restrictive covenants therein.

·  All holders may elect to convert their Notes and, subject to the
   satisfaction of certain conditions, receive:

   ·   common stock of the Parent at the current conversion price of
       $9.340033 per share in accordance with the existing conversion
       terms of the Indenture (the "Conversion Shares"), and

   ·   a special conversion fee (the "Conversion Fee") consisting of (i)
       a cash payment of $232.58 per $1,000 principal amount of Notes
       (which includes interest accruing from November 1, 2005) (the "Fee
       Payment") and (ii) an additional amount equal, at the election of
       the Holder, to 5% of the Conversion Shares that a Holder receives
       (the "Fee Shares") or the cash equivalent thereof (based upon the
       closing price of the common stock of the Parent on November 28,
       2005, which was $19.50 per share).

       If the Special Conversion were to occur on December 30, 2005, a
       Holder who converted $1,000 principal amount of Notes would
       receive (i) 107 Conversion Shares and (ii) a Conversion Fee
       consisting of (a) a Fee Payment of $232.58 and (b) either 5 Fee
       Shares or $97.50.  Holders will receive cash in lieu of any
       fractional shares of the Parent's common stock based upon the
       market price of such common stock at the time of conversion.

Neither the Notes nor any shares issuable upon their conversion in the special conversion have been registered under the Securities Act of 1933 (the "Securities Act") or any state securities laws. Therefore, neither the Notes nor any shares issuable upon their conversion in the special conversion may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities. The consent solicitation and the special conversion are being made only pursuant to a consent solicitation statement, a notice of special conversion and related documents and only to such persons and in such jurisdictions as is permitted under applicable law.

Cautionary Information Regarding Forward-Looking Statements

Certain oral and written information that the Parent and the Issuers may make publicly available from time to time may constitute forward-looking statements. Such statements may relate to future operating results, existing and expected competition, financing and refinancing sources and availability, and plans related to acquisitions or other future expansion activities and capital expenditures. Forward-looking statements involve a number of risks and uncertainties that may significantly affect the Parent and the Issuers' liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service, financing and refinancing efforts, litigation and governmental investigations, environmental laws and regulations, general economic conditions and changes in laws or regulations.