TRINSEO MATERIALS OPERATING S Clause Samples

TRINSEO MATERIALS OPERATING S. C.A., acting through its General Partner, Trinseo Materials S.à ▇.▇. By: Name: Title: By: Name: Title: FOR VALUE RECEIVED, each of the undersigned, Trinseo Materials Operating S.C.A., a partnership limited by shares (societe en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg (the “Lead Borrower”), acting by its general partner, Trinseo Materials S.à ▇.▇., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg (“Intermediate Holdings”) and Trinseo Materials Finance, Inc., a Delaware corporation (the “Co-Borrower”, together with the Lead Borrower, the “Borrowers”), hereby, jointly and severally, promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in accordance with the provisions of the Credit Agreement (as defined herein), in Dollars (or in the case of Revolving Loans denominated in Euros, in Euros) in immediately available funds at the relevant Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement dated as of May 5, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Holdings, Intermediate Holdings, the Borrowers, the Guarantors party thereto from time to time, the Lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and Citigroup Global Markets Inc., as Syndication Agent) (A) on the dates set forth in the Credit Agreement, the lesser of (i) the principal amount set forth above and (ii) the aggregate unpaid principal amount of all Swing Line Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on each such Swing Line Loan at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. Each Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in the Credit Agreement. Each Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular inst...

TRINSEO MATERIALS OPERATING S. C.A., as Lead Borrower By: Name: Title: TRINSEO MATERIALS FINANCE, INC., as Co-Borrower By: Name: Title: Grantors Annex I-1 SUPPLEMENT NO. dated as of [ ], 20[ ] (this “Supplement”), to the SECOND LIEN INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] (the “Second Lien Intercreditor Agreement”), among TRINSEO Holding S.À ▇.▇., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 153582 (“Holdings”), TRINSEO MATERIALS S.À ▇.▇., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with RCS under number B 162639 (“Intermediate Holdings”), TRINSEO MATERIALS OPERATING S.C.A., a partnership limited by shares (societe en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B 153586 (the “Lead Borrower”), acting by its general partner, Intermediate Holdings, TRINSEO MATERIALS FINANCE, INC., a Delaware corporation, the other Grantors from time to time party thereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Administrative Agent”), [ ], as Representative for the Initial Second Priority Debt Parties (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party thereto pursuant to Section 8.09 thereof.

TRINSEO MATERIALS OPERATING S. C.A. TRINSEO MATERIALS FINANCE, INC. ▇▇▇▇▇▇ LLC ▇▇▇▇▇▇ US HOLDING, INC.

TRINSEO MATERIALS OPERATING S. C.A., a partnership limited by shares (société en commandite par actions) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 153586 and Trinseo Materials Finance, Inc., a Delaware corporation (such companies, and their successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuers”), promise to pay interest on the principal amount of this Note at 5.375% per annum from August 29, 2017 until maturity. The Issuers will pay interest semi-annually in arrears every May 3 and November 3 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be May 3, 2018. The Issuers shall pay interest on overdue principal at the rate specified herein, and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

TRINSEO MATERIALS OPERATING S. C.A. Acting through its general partner Trinseo Materials S.à.▇.▇. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorised Signatory TRINSEO MATERIALS FINANCE, INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer GUARANTORS: ▇▇▇▇▇▇ HOLDINGS B.V. By: Name: F.J.C.M. Kempenaars Title: Director F.J.C.M. Kempenaars Director ▇▇▇▇▇▇ Holdings B.V. ▇▇▇▇▇▇ NETHERLANDS B.V. By: Name: F.J.C.M. Kempenaars Title: Director Director ▇▇▇▇▇▇ Netherlands B.V. By: Name: Title: Director R.T.C. ▇▇▇ ▇▇▇▇▇▇ Director ▇▇▇▇▇▇ Netherlands B.V. ▇▇▇▇▇▇ Deutschland GmbH By: Name: Ralf Irmert Title: Managing Director ▇▇▇▇▇▇ Deutschland Anlagengesellshaft mbH By: Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ Deutschland GmbH By: Name: Ralf Irmert Title: Managing Director ▇▇▇▇▇▇ Deutschland Anlagengesellshaft mbH By: Name: ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ FINANCE LUXEMBOURG S.À.▇.▇. Société à responsabilité limitée ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-5365 Munsbach R.C.S. Luxembourg: B 151.012 Share Capital: USD 25,001.- as a Guarantor By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Manager Title: Authorized Signatory

TRINSEO MATERIALS OPERATING S. C.A., a partnership limited by shares (société en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ of Luxembourg, registered with the RCS under number B153.586 (the “Lead Borrower”), acting by its general partner, Holdings, TRINSEO MATERIALS FINANCE, INC., a Delaware corporation (the “Co-Borrower”, and together with the Lead Borrower, the “Borrowers” and each, a “Borrower”), the Guarantors party thereto from time to time, the Lenders party thereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender.

TRINSEO MATERIALS OPERATING S. C.A., acting by its general partner Trinseo Materials S.à ▇.▇. represented by its permanent representative ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Permanent Representative TRINSEO MATERIALS FINANCE, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President TRINSEO (HONG KONG) LIMITED SEALED with the COMMON SEAL of TRINSEO (HONG KONG) LIMITED and SIGNED by ▇▇▇ ▇▇▇▇▇ Lok and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, /s/ ▇▇▇ ▇▇▇▇▇ Lok [Signature of Director] Director ▇▇▇ ▇▇▇▇▇ Lok In the presence of: /s/ ▇▇ ▇▇▇ Yuzan ▇▇▇▇▇▇ [Signature of Witness] Name of Witness: ▇▇ ▇▇▇ Yuzan ▇▇▇▇▇▇ Address of Witness: Occupation of Witness: Secretary /s/ ▇▇▇ ▇▇▇▇▇ Lok [Signature of Director] Director ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ In the presence of: /s/ Yung ▇▇▇ ▇▇▇ [Signature of Witness] Name of Witness: Yung ▇▇▇ ▇▇▇ Address of Witness: Occupation of Witness: Accountant TRINSEO DEUTSCHLAND GMBH By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ Ralf Irmert Name: Ralf Irmert Title: Managing Director TRINSEO DEUTSCHLAND ANLAGENGESSELLSCHAFT MBH By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ van Domburg Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ van Domburg Title: Authorized Signatory (Prokurist) Given under the common seal of and delivered as a DEED /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ Authorized Signatory FOR AND ON BEHALF OF CORPORATE SECRETARIES LIMITED Director/Secretary TRINSEO FINANCE LUXEMBOURG S.À ▇.▇. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager TRINSEO HOLDING B.V. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Director TRINSEO NETHERLANDS B.V. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Director TRINSEO EUROPE GmbH By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Manager TRINSEO US HOLDING, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President TRINSEO LLC By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Registrar and Transfer Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President Limitation for Swiss Guarantors.

TRINSEO MATERIALS OPERATING S. C.A. Société én commandité par actions ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-5365 Munsbach R.C.S. Luxembourg: B 153.586

TRINSEO MATERIALS OPERATING S. C.A. Acting through its general partner Trinseo Materials S.à ▇.▇. TRINSEO MATERIALS FINANCE, INC. TRINSEO S.A. ▇▇▇▇▇▇ LUXCO S.À ▇.▇. TRINSEO MATERIALS S.À ▇.▇. ▇▇▇▇▇▇ HOLDING S.À ▇.▇. ▇▇▇▇▇▇ HOLDING B.V. ▇▇▇▇▇▇ NETHERLANDS B.V. ▇▇▇▇▇▇ FINANCE LUXEMBOURG S.À ▇.▇. ▇▇▇▇▇▇ UK LIMITED