Trinseo Materials Operating S.C.A. Homburger AG Trinseo Materials Finance, Inc. Prime TowerStyron Belgium B.V.B.A. • December 6th, 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
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 6th, 2013 • Styron Belgium B.V.B.A. • Plastic materials, synth resins & nonvulcan elastomers • New York
FOURTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 3, 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 corporate 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 4, rue Lou Hemmer, L-1748 Luxembourg-Findel 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.
AMENDMENT AGREEMENT NO. 1 TO THE SSBR CONVERSION AND CAPACITY RIGHTS AGREEMENTConversion and Capacity Rights Agreement • December 6th, 2013 • Styron Belgium B.V.B.A. • Plastic materials, synth resins & nonvulcan elastomers
This amendment agreement No. 1 (the “Amendment”) to the SSBR CONVERSION AND CAPACITY RIGHTS AGREEMENT effective from 31 May 2007 (the “SSBR Agreement”) is entered into on 3 December 2012 by and between Styron Europe GmbH (“Styron”) and JSR Corporation Tokyo Wallisellen Branch (“JSR”, Styron and JSR each a “Party”, together the “Parties”).
TRINSEO MATERIALS OPERATING S.C.A. and TRINSEO MATERIALS FINANCE, INC. $1,325,000,000 8.750% SENIOR SECURED NOTES DUE 2019 PURCHASE AGREEMENTPurchase Agreement • December 6th, 2013 • Styron Belgium B.V.B.A. • Plastic materials, synth resins & nonvulcan elastomers • New York
The Notes will initially have the benefit of a first-priority security interest (subject to intervening liens) in the assets of the Company and the Guarantors, as described in the Pricing Disclosure Package (as defined below). That certain Security Agreement, dated as of January 29, 2013 (the “Security Agreement”), relating to the Notes, together with all other documents and instruments evidencing or creating or purporting to create a security interest in favor of the Collateral Agent shall hereinafter be referred to collectively as the “Security Documents.” In connection with the offer and sale of the Notes, Deutsche Bank AG New York Branch, as collateral agent for the lenders under the Company’s senior secured credit facilities, and the Collateral Agent will have entered into an Intercreditor Agreement, to be dated as of January 29, 2013, (the “Intercreditor Agreement”), pursuant to which the Collateral Agent will agree that the Notes will constitute First-Lien Obligations (as define
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 6th, 2013 • Styron Belgium B.V.B.A. • Plastic materials, synth resins & nonvulcan elastomers • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 3, 2013 (this “Sixth 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 corporate partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg (the “Borrower”) and each Lender (as defined below) party hereto.
