REGISTRATION RIGHTS AGREEMENT by and among TRINSEO MATERIALS OPERATING S.C.A., TRINSEO MATERIALS FINANCE, INC. and the Guarantors party hereto and DEUTSCHE BANK SECURITIES INC. Dated as of January 29, 2013Registration Rights Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 29, 2013, by and among 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, having its registered office at 9A, rue Gabriel Lippmann L-5365 Munsbach Grand-Duché de Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 153586 (the “Company”), Trinseo Materials Finance, Inc., a Delaware Corporation (“Trinseo Finance,” and together with the Company, the “Issuers”), the guarantors party hereto (collectively, the “Guarantors”) and Deutsche Bank Securities Inc., as representative for the several Initial Purchasers listed on Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Issuers’ 8.75% Senior Secured Notes due 2019 (the “Initial Notes”), guaranteed by the
CREDIT AGREEMENT Dated as of June 17, 2010 among STYRON S.À R.L, as the Borrower THE GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and THE OTHER...Credit Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • London
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 17, 2010, among STYRON S.À R.L., a limited liability company (societe a responsabilite limitee) organized under the laws of Luxembourg (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
STYRON US HOLDING, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 22, 2011, among Styron US Holding, Inc., a Delaware corporation (the “Company”), Bain Capital Everest Manager Holding SCA, a Luxembourg incorporated company (“Parent”) and John A. Feenan (the “Executive”).
TRINSEO MATERIALS OPERATING S.C.A. and TRINSEO MATERIALS FINANCE, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 8.750% Senior Secured Notes due 2019 INDENTURE Dated as of January 29, 2013Indenture • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of January 29, 2013, among 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, having its registered office at 9A, rue Gabriel Lippmann L-5365 Munsbach Grand-Duché de Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 153586 (the “Company”) and TRINSEO MATERIALS FINANCE, INC., a Delaware corporation (“Trinseo Finance” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and Collateral Agent (as defined below).
AMENDED AND RESTATED BENZENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBHStyron Europe GMBH • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen and Boehlen according to the TERMS AND CONDITIONS set out below.
STYRENE BASELOAD SALE AND PURCHASE AGREEMENT between Dow Europe GmbH and Jubail Chevron Phillips Company Dated: June 30, 2004Sale and Purchase Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
This Styrene Baseload Sale And Purchase Agreement (this “Agreement”) is entered into and effective between the parties on June 30, 2004 A.D. by and between Jubail Chevron Phillips Company, a limited liability company holding Commercial Registration No. 2055005901, organized and existing under the laws and regulations of the Kingdom of Saudi Arabia with its head office at Jubail, Kingdom of Saudi Arabia (“JCP” or “Seller”), and Dow Europe GmbH, a limited liability company organized and existing under the laws of Switzerland, having its principal office at Bachtobelstrasse 3, 8810 Horgen (“Dow Europe” or “Buyer”).
BAIN CAPITAL EVEREST US HOLDING, INC. c/o Bain Capital Partners, LLC New York, NY 10022Solicitation Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
On behalf of Bain Capital Everest US Holding, Inc. (the “Company”), we are pleased to offer you this letter agreement (this “Agreement”), which sets forth all of the terms and conditions of your employment with the Company. Your rights and the Company’s rights hereunder are subject, in all respects, to your execution of this Agreement and to the occurrence of the closing (the “Closing”) of the transactions contemplated by the Sale and Purchase Agreement among The Dow Chemical Company, Styron LLC, Styron Holding B.V. and the Company, dated as of March 2, 2010.
AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT’s Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • England and Wales
THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “Agreement”) is made as of 3rd February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “Company”), Bain Capital Everest Manager, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Commandité”), Christopher D Pappas (the “Executive”) and each of the Bain Investors set forth in the Schedule of Bain Investors.
BAIN CAPITAL EVEREST MANAGERS HOLDING SCA and VARIOUS OTHER INVESTORS INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENTRegistration Rights Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • England
THIS INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENT (this “Agreement”) is made as of this 17th day of June 2010, by and among Bain Capital Everest Managers Holding SCA, a company organized under the laws of Luxembourg (the “Company”), the investor listed in row 1 on the Schedule of Investors attached hereto as Schedule 1 (the “Bain Investors”), and the investor listed in row 2 on the Schedule of Investors attached hereto as Schedule 1 (“Dow Investor”) (the Bain Investors and Dow Investor each an “Investor”, and, collectively, the “Investors”).
Trinseo Materials Operating S.C.A. Homburger AG Trinseo Materials Finance, Inc. Prime TowerStyron Canada ULC • September 30th, 2013 • Plastic materials, synth resins & nonvulcan elastomers
We, Homburger AG, have acted as special Swiss counsel to Styron Europe GmbH (the Swiss Guarantor) in connection with its guarantee of the USD 1,325,000,000 8.750% Senior Secured Exchange Notes due 2019 (the Exchange Notes) to be issued in connection with an exchange offer to be made by Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. pursuant to a Registration Statement on Form S-4, filed with the Securities and Exchange Commission (the Commission) on the date hereof (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). The obligations under the Exchange Notes will be guaranteed (the Guarantees) by the Swiss Guarantor and other guarantors under the indenture dated as of January 29, 2013 (the Indenture), by and among the Issuers, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (the Trustee) and a second supplemental indenture dated as of May 10, 2013, by and among the
AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT’s Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “Agreement”) is made as of February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “Company”), Bain Capital Everest Manager, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Commandité”), [—] (the “Executive”) and each of the Bain Investors set forth in the Schedule of Bain Investors.
ADVISORY AGREEMENTAdvisory Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of 17 June 2010 by and amongst Bain Capital Partners, LLC, a Delaware limited liability company, and Portfolio Company Advisors Limited, an English private limited company (together, the “Advisors”) on the one hand and Styron Holding BV, a Dutch besloten vennootschap met beperkte aansprakelijkheid and Bain Capital Everest US Holding Inc., a Delaware corporation (each a “Company” and together, the “Companies”) on the other hand.
AMENDED AND RESTATED BUTADIENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBHStyron Europe GMBH • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen, Rheinmuenster, Hamina, Norrkoeping, Livorno or Schkopau according to the TERMS AND CONDITIONS set out below.
AMENDED AND RESTATED BISPHENOL A SALES CONTRACT BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBHSales Contract • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
DOW EUROPE GMBH (“Seller”) agrees to sell to STYRON EUROPE GMBH (“Buyer”) and Buyer agrees to purchase from Seller the Product described in this Contract, according to the TERMS AND CONDITIONS set out below and in the attached GENERAL TERMS AND CONDITIONS (each of Buyer and Seller a “Party”, and collectively, the “Parties”), effective June 17, 2010 (“Effective Date”).
TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
This Transaction Services Agreement (this “Agreement”) is made and entered into as of 17 June 2010, by and between Bain Capital Everest US Holding Inc., a Delaware company (the “Company”) and Bain Capital Partners, LLC, a Delaware limited liability company (the “Advisor”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 10.
AMENDED AND RESTATED ETHYLENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBHStyron Europe GMBH • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen and Boehlen according to the TERMS AND CONDITIONS set out below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 17, 2010 is by and among Bain Capital Everest Managers Holding SCA, a company organized under the laws of Luxembourg (the “Company”), the investors listed in rows 1 and 2 on the Schedule of Investors attached hereto (the “Bain Investors”), Dow Europe Holding B.V. (“Dow”) and Christopher D. Pappas (the “Executive”). The Bain Investors, Dow, the Executive and each other Person executing a joinder to this Agreement in the form attached hereto as Exhibit A, are each referred to herein as an “Equityholder”, and, collectively, the “Equityholders”.
LATEX JOINT VENTURE OPTION AGREEMENTJoint Venture Option Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
LATEX JOINT VENTURE OPTION AGREEMENT, dated as of June 17, 2010 (this “Agreement”), among THE DOW CHEMICAL COMPANY, a Delaware corporation (“Dow”), STYRON LLC, a Delaware limited liability company, and STYRON HOLDING B.V., a limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands (together with Styron LLC, the “Styron Parties”).
AMENDED AND RESTATED STYRON LICENSE AGREEMENT AMONG THE DOW CHEMICAL COMPANY, DOW GLOBAL TECHNOLOGIES INC. AND STYRON LLC DATED AS OF JUNE 17, 2010 Amended & Restated Styron License AgreementStyron License Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
The Dow Chemical Company, a corporation organized and existing under the laws of Delaware, USA, having an office at 2030 Dow Center, Midland, MI 48674, USA (hereinafter referred to as “TDCC”);
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STYRON LLCLimited Liability Company Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 6, 2010, of Styron LLC, a Delaware limited liability company (the “Company”), is made by Bain Capital Everest US Holding, Inc., as its sole member (the “Member”).
Second Amendment to Amended and Restated Sales Contract between Dow Europe GmbH and Styron Europe GmbH dated June 17, 2010Sales Contract • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
This Second Amendment to Amended and Restated Sales Contract (the “Second Amendment”) is made and entered into as of this [ ] day of October, 2012, by and between Dow Europe GmbH (“Seller”) and Styron Europe GmbH (“Buyer”).
SECOND AMENDED AND RESTATED MASTER OUTSOURCING SERVICES AGREEMENT among THE DOW CHEMICAL COMPANY and STYRON LLC and STYRON HOLDING B.V. Dated as of June 1, 2013Master Outsourcing Services Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
This SECOND AMENDED AND RESTATED MASTER OUTSOURCING SERVICES AGREEMENT is entered into effective June 1, 2013 (the “2nd Amendment Date”) by and among Styron LLC, a Delaware limited liability company, Styron Holding B.V., a limited liability company (besloten vennootschap) incorporated in the Netherlands (together with Styron LLC, “Styron” or “Customer”) and The Dow Chemical Company, a Delaware corporation (“Service Provider”); which amends and restates the AMENDED AND RESTATED MASTER OUTSOURCING SERVICES AGREEMENT entered into on June 17, 2010 (the “Effective Date”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of January 29, 2013, among TRINSEO MATERIALS OPERATING S.C.A., the other GRANTORS party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Credit Agreement Collateral Agent, WILMINGTON TRUST, NATIONAL...Intercreditor and Collateral Agency Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of January 29, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among TRINSEO MATERIALS OPERATING S.C.A., a partnership limited by shares (societe en commandite par actions) organized under the laws of Luxembourg (the “Borrower”), the other Grantors party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as collateral agent for the Credit Agreement Secured Parties (in such capacity, the “Credit Agreement Collateral Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Senior Secured Notes Secured Parties (in such capacity, the “Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class (as defined below).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 9, 2012 (this “Fourth Amendment”), among TRINSEO MATERIALS OPERATING S.C.A. (formerly known as STYRON S.A R.L. and TRINSEO MATERIALS OPERATING S.A R.L.), a partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg (the “Borrower”), the Guarantors, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and each Lender (as defined below) party hereto.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 29, 2013 (this “Fifth Amendment”), among TRINSEO MATERIALS OPERATING S.C.A. (formerly known as STYRON S.À R.L. and TRINSEO MATERIALS OPERATING S.À R.L.), a partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg (the “Borrower”), the Guarantors, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), and as swing line lender (in such capacity, the “Swing Line Lender”), and each Lender (as defined below) party hereto.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 13, 2012 (this “Third Amendment”), between TRINSEO MATERIALS OPERATING S.C.A., a corporate partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg (the “Borrower”) and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”).
First Amendment to Amended and Restated Sales Contract Between Dow Europe GmbH and Styron Europe GmbH dated June 17, 2010Styron Canada ULC • September 30th, 2013 • Plastic materials, synth resins & nonvulcan elastomers
This First Amendment to Amended and Restated Sales Contract (the “First Amendment”) is made and entered into as of this 26th day of October, 2011, by and between Dow Europe GmbH (“Seller”) and Styron Europe GmbH (“Buyer”).
TRINSEO MATERIALS OPERATING S.C.A. and TRINSEO MATERIALS FINANCE, INC. $1,325,000,000 8.750% SENIOR SECURED NOTES DUE 2019 JOINDER TO PURCHASE AGREEMENTPurchase Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
WHEREAS, Trinseo Materials Operating S.C.A., a société en commandite par actions (“partnership limited by shares”) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach and registered in the Luxembourg Trade and Companies Register under number B153586 and Trinseo Materials Finance, Inc., a Delaware corporation, (each a “Company” and together, the “Companies”), the Initial Purchasers named in the Purchase Agreement referenced below (the “Initial Purchasers”) heretofore executed and delivered a Purchase Agreement, dated January 24, 2013 (the “Purchase Agreement”), providing for the issuance and sale of the Notes (as defined therein); and
AMENDED AND RESTATED MODTM 5 COMPUTERIZED PROCESS CONTROL SOFTWARE AGREEMENT LICENSES AND SERVICES BETWEEN ROFAN SERVICES INC. AND STYRON LLC DATED AS OF JUNE 17, 2010Licenses and Services • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDED AND RESTATED MODTM 5 COMPUTERIZED PROCESS CONTROL SOFTWARE AGREEMENT, effective as of the Effective Date, is made and entered into by and between ROFAN SERVICES INC., a Delaware corporation (hereinafter “Licensor”), and STYRON LLC, a limited liability company organized and existing under the laws of Delaware, having an office at Michigan Division, 1604 Building, Midland, Michigan 48667, USA (hereinafter “Licensee”).
SSBR TOLL CONVERSION AND CAPACITY RIGHTS AGREEMENTConversion and Capacity Rights Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
This Agreement, effective as of May 31, 2007 (the “Effective Date”) is between JSR Corporation, Tokyo, Wallisellen Branch, with address in Hertistrasse 2, 8304 Wallisellen Switzerland (“JSR”) and Dow Europe GmbH, a corporation organized and existing under the laws of Switzerland, with offices in Bachtobelstrasse 3, 8810 Horgen, Switzerland (“DOW”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 12, 2013, by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Parents”), Trinseo Materials Operating S.C.A., a company (société en commandite par actions) organized and existing under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 153586 (the “Company”), Trinseo Materials Finance, Inc., a Delaware corporation (“Trinseo Finance” and, together with the Company, the “Issuers”), the guarantors party thereto and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of September 16, 2013, by and among the parties that are signatories hereto as Guarantors (each, a “Guarantor” and, together, the “Guarantors”), 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 , having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach and registered with the Luxembourg Trade and Companies Register under number B 153586 (the “Company”), Trinseo Materials Finance, Inc., a Delaware corporation (“Trinseo Finance” and, together with the Company, the “Issuers”) and Wilmington Trust, National Association, as Trustee and Collateral Agent under the Indenture referred to below.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS POWER OF ATTORNEY is made on [ ] [ ] 20[ ] by [ ] a [company incorporated under the laws of [ ]] whose [registered] office is at [ ] (the Principal).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED MODTM 5 COMPUTERIZED PROCESS CONTROL SOFTWARE AGREEMENT LICENSES AND SERVICESLicenses and Services • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers
This Amendment No. 1 (this “Amendment”) to the Amended and Restated MODTM 5 Computerized Process Control Software Agreement is entered into effective June 1, 2013 (the “Amendment Effective Date”) by and between Rofan Services Inc. (“Licensor”) and Styron LLC (“Licensee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 30th, 2013 • Styron Canada ULC • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of July 28, 2011 (this “Second Amendment”), among TRINSEO MATERIALS OPERATING S.A R.L. (formerly known as STYRON S.A R.L. and to be converted to TRINSEO MATERIALS OPERATING S.C.A. on or around the date hereof), a limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (the “Borrower”), the Guarantors, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”). and as swing line lender (in such capacity, the “Swing Line Lender”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as the sole lead arranger, DBSI, HSBC SECURITIES (USA) INC., BARCLAYS CAPITAL AND BMO HARRIS FINANCING, INC., as joint book running managers and joint syndication agents with respect to the Revolving Commitment Increase (as defined below), and each other Lender (as defined below) party hereto.
