TSE Trinseo Plc

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

​

Date of Report (Date of earliest event reported): July 18, 2024

​

Trinseo PLC

(Exact name of registrant as specified in its charter)

​

​

440 East Swedesford Road, Suite 301,

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

​

(610) 240-3200

(Telephone number, including area code)

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

​

Securities registered pursuant to Section 12(b) of the Act:

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

​

Emerging growth company ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

ITEM 1.01Entry Into a Material Definitive Agreement.

On July 18, 2024, Trinseo Ireland Global IHB Limited (the “Investment Manager”), an indirect wholly owned subsidiary of Trinseo PLC (the “Company”) entered into a Credit and Security Agreement with Styron Receivables Funding Designated Activity Company, a special purpose finance entity (the “Borrower”), KKR Credit Advisors (US) LLC as structuring agent, GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, and the Lenders named therein (the “KKR Credit Agreement”). The KKR Credit Agreement provides for a $150 million non-recourse revolving credit facility (the “Securitization”) collateralized by certain trade receivables generated by certain of the Company’s Swiss, German, Dutch and U.S. subsidiaries (the “Originators”).

Under the KKR Credit Agreement, the Lenders make advances to the Borrower to finance the acquisition of receivables from the Originators. Availability under the Securitization is based on the accounts receivable generated by the Originators from the sale of specialty chemicals products. Borrowings under the Securitization bear interest at an interest rate equal to Adjusted Term SOFR or EURIBOR (each as defined in the KKR Credit Agreement, subject to a floor of 1.0%) depending on the borrowing currency, plus a margin of 4.75%. The Securitization incurs interest on a minimum of $75,000,000 of advances irrespective of actual amounts outstanding. The Borrower is also required to pay a fixed upfront fee to the structuring advisor as well as ongoing agent fees, servicing fees and an unused facility fee.

The KKR Credit Agreement contains certain customary representations, warranties and non-financial covenants, and standard events of default, including but not limited to a cross-default to the Company’s and its subsidiaries other material indebtedness. Proceeds from the Securitization were used in part to repay outstanding obligations under the HSBC Facility (defined below) and for general corporate purposes.

The Borrower’s sole purpose is the purchase of the receivables from the Originators and the subsequent grant of a security interest in, such receivables to the Collateral Agent for the benefit of the Lenders. The Borrower is an orphan legal entity and assets of the Borrower are not available to pay creditors of the Company, the Originators, or any affiliate thereof.

The maturity date of the Securitization is January 18, 2028, subject to a one-year maturity date extension exercisable at the Borrower’s discretion, subject to certain conditions and extension fees. The Company may terminate the KKR Credit Agreement at any time, subject to a 1.0% call premium if terminated prior to January 18, 2027.

The foregoing description of the material terms of the KKR Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the KKR Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release announcing the Securitization is furnished herewith as Exhibit 99.1 and incorporated by reference.

​

ITEM 1.02Termination of a Material Definitive Agreement.

On July 18, 2024, the Investment Manager entered into a Deed of Release and Termination with the Borrower, Regency Assets Designated Activity Company, HSBC Bank plc, TMF Administration Services Limited and The Law Debenture Trust Corporation P.L.C. and other indirect wholly owned subsidiaries of the Company named therein (the “Deed of Termination”) to document the terms of repayment and termination of the Amended & Restated Master Definitions and Framework Deed, originally dated as of August 12, 2010, as amended & restated, as well as certain other ancillary agreements which provided for the securitization of trade receivables generated by the Originators (the “HSBC Facility”).

The foregoing description of the material terms of the Deed of Termination does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Deed of Termination, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

​

ITEM 2.03 Creation of a Direct Financial Obligation

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

​

ITEM 9.01Exhibits.

​

​

* Certain portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request; provided, however that the Company may request confidential treatment of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

​

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​

​

​

​

Exhibit 10.1

​

​

​

​

​

CREDIT AND SECURITY AGREEMENT

DATED AS OF July 18, 2024

AMONG

Styron receivables funding designated activity company, AS BORROWER,

Trinseo Ireland Global IHB Limited, AS THE INVESTMENT MANAGER,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

GLAS USA LLC, AS ADMINISTRATIVE AGENT,

glas americas llc, as collateral agent

AND

KKR CREDIT ADVISORS (US) LLC, AS STRUCTURING ADVISOR

​

​

​

​

TABLE OF CONTENTS

ARTICLE I. THE FACILITY‌1

Section 1.1. The Commitments‌1

Section 1.2. Requesting the Advances‌2

Section 1.3. Repayment and Optional Prepayments of the Aggregate Revolving Principal‌3

Section 1.4. Reduction and Termination of Commitments‌4

Section 1.5. Payment Requirements‌5

Section 1.6. Deemed Collections‌6

Section 1.7. Interest‌6

Section 1.8. Benchmark Replacement Setting‌7

Section 1.9. Designated Funding Offices‌8

Section 1.10. Fees‌8

Section 1.11. Access to Collections‌9

Section 1.12. Extension of Contractual Maturity Date‌9

Section 1.13. Borrower Payments without Setoff or Counterclaim‌9

ARTICLE II. PAYMENTS AND COLLECTIONS; WITHDRAWALS AND TRANSFERS; USE OF PROCEEDS‌10

Section 2.1. Collections and Payments during the Revolving Period‌10

Section 2.2. Collections and Payments during the Liquidation Period‌11

Section 2.4. Payment Rescission‌13

ARTICLE III. REPRESENTATIONS AND WARRANTIES‌13

Section 3.1. Representations and Warranties of the Borrower‌13

Section 3.2. Representations and Warranties of the Investment Manager‌18

ARTICLE IV. CONDITIONS OF CLOSING AND FUNDING‌22

Section 4.1. Conditions Precedent to the Initial Funding Date‌22

Section 4.2. Conditions Precedent to all Advances‌31

ARTICLE V. COVENANTS‌32

Section 5.1. Affirmative Covenants‌32

Section 5.2. Negative Covenants‌42

ARTICLE VI. ADMINISTRATION AND COLLECTION‌45

Section 6.1. Investment Manager and Servicers‌45

Section 6.2. Servicers.‌46

Section 6.3. Transaction Accounts.‌47

Section 6.4. Notice of Exclusive Control‌47

Section 6.5. Responsibilities under Contracts‌47

Section 6.6. Servicing Fees‌48

ARTICLE VII. AMORTIZATION EVENTS‌48

Section 7.1. Amortization Events‌48

Section 7.2. Remedies‌50

Section 7.3. Application of Proceeds.‌51

ARTICLE VIII. INDEMNIFICATION‌51

Section 8.1. Indemnities by Borrower‌51

Section 8.2. Indemnities by the Investment Manager‌54

Section 8.3. Increased Cost and Reduced Return‌56

Section 8.4. Other Costs and Expenses‌57

Section 8.5. Taxes‌58

ARTICLE IX. THE AGENTS‌62

Section 9.1. Appointment‌62

Section 9.2. Delegation of Duties‌64

Section 9.3. Exculpatory Provisions‌64

Section 9.5. Notice of Amortization Events‌71

Section 9.6. Non-Reliance on the Agents or Other Lender‌72

Section 9.7. Indemnification of the Agents‌72

Section 9.8. Each Agent in Its Individual Capacity‌73

Section 9.9. Successor Administrative Agent‌73

Section 9.10. UCC Filings‌75

Section 9.11. Structuring Advisor‌75

ARTICLE X. ASSIGNMENTS; PARTICIPATIONS‌78

Section 10.1. Assignments and Transfer of Commitments‌78

Section 10.2. The Register‌79

Section 10.3. Certain Representations and Warranties; Limitations; Covenants‌79

Section 10.4. No Assignment to Borrower‌80

Section 10.5. No Assignment to Natural Persons‌80

Section 10.6. No Assignment to the Parent Guarantor‌80

Section 10.7. Participations‌80

Section 10.8. Pledge by Lenders‌82

ARTICLE XI. GRANT OF SECURITY INTEREST‌82

Section 11.1. Grant of Security Interest‌82

ARTICLE XII. MISCELLANEOUS‌83

Section 12.1. Waivers and Amendments‌83

Section 12.2. Notices‌84

Section 12.3. Setoff; Ratable Payments‌84

Section 12.4. Intended Tax Characterization‌85

Section 12.5. Protection of Ownership and Security Interests‌85

Section 12.6. Confidentiality‌86

Section 12.7. CHOICE OF LAW‌87

Section 12.8. CONSENT TO JURISDICTION‌87

Section 12.9. WAIVER OF JURY TRIAL‌87

Section 12.10. Integration; Binding Effect; Survival of Terms‌87

Section 12.11. Counterparts; Severability; Section References‌88

Section 12.12. Mutual Negotiations‌88

Section 12.13. Bankruptcy Petition‌88

Section 12.14. USA PATRIOT Act‌88

Section 12.15. Divisions‌89

Section 12.16. No Fiduciary Duty‌89

Section 12.17. No Liability, Non-Petition and Limited Recourse in Favor of the Borrower‌90

Section 12.18. Third Party Beneficiaries‌91

Section 12.19. Electronic Execution‌91

​

​

EXHIBITS AND SCHEDULES

EXHIBITS

​

Exhibit IDefinitions

Exhibit II-AForm of Borrowing Notice

Exhibit II-BForm of Withdrawal Request

Exhibit VForm of Assignment Agreement

Exhibit VICredit and Collection Policy

Exhibit VIIBorrower Solvency Certificate

Exhibit VIIIForm of Daily Report

Exhibit XForm of Monthly Report

​

​

SCHEDULES

​

Schedule 1 Revolving Commitments
Schedule 2 Servicer Default

Schedule 12.2 Addresses for Notices

​

​

CREDIT AND SECURITY AGREEMENT

THIS CREDIT AND SECURITY AGREEMENT, dated as of July 18, 2024, is entered into by and among:

(a)Styron Receivables Funding Designated Activity Company, a company incorporated in Ireland, as borrower (the “Borrower”),

(b)Trinseo Ireland Global IHB Limited, a company incorporated in Ireland, as the Investment Manager,

(c)the Lenders (as defined below) from time to time party hereto,

(d)GLAS USA LLC, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”),

(e)GLAS Americas LLC, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and

(f)KKR Credit Advisors (US) LLC in its capacity as structuring advisor (on behalf of itself, certain of its affiliates and its or their managed or advised funds and accounts, in such capacity, the “Structuring Advisor”).

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has requested, and the Lenders have agreed to make available to the Borrower, a revolving loan facility under which the Lenders may from time to time make Advances to the Borrower for the purposes of financing the acquisition by the Borrower of Eligible Receivables and for the other purposes permitted under the terms hereof.

NOW, THEREFORE, in consideration of the above premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

​

For the purpose of determining compliance with the conditions specified in this Article IV, the Lenders shall be deemed to have consented to, approved and accepted each condition unless the Administrative Agent shall have received written notice from any Lender prior to the Initial Funding Date or the date of an Advance specifying its objection thereto, and by their funding of any Advance on such date the Lenders shall be deemed to direct the Administrative Agent that all conditions specified in this Article IV have been satisfied.

Notwithstanding the foregoing, the obligations in clauses (i) and (ii) of this Section 5.1(b) may be satisfied by furnishing the Trinseo Reporting Party’s Form l0-K or 10-Q, as applicable, filed with the SEC.

provided, however, that nothing contained in this sentence shall limit the liability of the Borrower or limit the recourse of the Administrative Agent, the Collateral Agent, the Structuring Advisor or the Lenders to the Borrower for amounts otherwise specifically provided to be paid by the Borrower under the terms of the Transaction Documents. For the avoidance of doubt, to the extent that any Purchase and Sale Agreement, Servicing Agreement or the U.S. Intermediate Transfer Agreement or another agreement imposes any obligation on an Originator or the U.S. Intermediate Transferor with respect to any Indemnified Amount, such Indemnified Amount shall not include any losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition of the related Obligor.

Without limiting the generality of the foregoing indemnification, the Borrower shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Pool Receivables, regardless of whether reimbursement therefor would constitute recourse to the Borrower) to the extent relating to or resulting from:

provided, however, that nothing contained in this sentence shall limit the liability of the Investment Manager or limit the recourse of the Administrative Agent, the Collateral Agent, the Structuring Advisor or the Lenders to the Investment Manager for Collections received by the Investment Manager and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Investment Manager shall indemnify the Indemnified Parties for Investment Manager Indemnified Amounts to the extent relating to or resulting from, subject to the Investment Manager Indemnification Exclusions:

If such a Lender fails to indicate its status in accordance with this Section 8.5(k) then that Lender shall be treated for the purposes of this Agreement (including by the Borrower) as if it is not a Qualifying Lender until such time as it notifies the Borrower which category applies. For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Section 8.5(k).  

Upon satisfaction of the requirements of this Section 10.1, including the payment of the fee and the delivery of the documents set forth above and the recording of the transfer or assignment in the Register, (A) the transferee shall become and thereafter be deemed to be a “Lender” for the purposes of this Agreement, (B) if the transferor transfers all of its interest, the transferor shall cease to be and thereafter shall no longer be deemed to be a “Lender” and shall have no further rights or obligations under or in connection herewith, and (C) the signature pages hereof and Schedule 1 hereto shall be automatically amended, without further action, to reflect the result of any such transfer.

Notwithstanding anything to the contrary in this Article X, the prior written consent of the Borrower and Investment Manager shall, so long as no Amortization Event pursuant to Sections 7.1(a), 7.1(b) or 7.1(i) has occurred and is continuing, be required for an assignment or participation to any assignee or Participant that is a Swiss Non-Qualifying Lender; provided, however, that such a consent shall not be unreasonably withheld or delayed and in any event, such consent shall be deemed given if any of the Borrower or Investment Manager, as applicable, does not give its written decision within 10 Business Days after a request for such consent from the Administrative Agent. For the avoidance of doubt, if any of the Borrower or Investment Manager determines in its reasonable discretion that any assignment or participation would result in noncompliance with the Swiss Non-Bank Rules and/or that the number of Lenders and Participants under this Agreement that are Swiss Non-Qualifying Lenders would exceed the number of ten, then such Borrower’s or Investment Manager’s objection to such assignment or participation shall be deemed to be reasonable.

In the event of a transfer, assignment, novation or amendment of the rights and/or the obligations under this Agreement and any other Transaction Documents, all security interests, guarantees and privileges created under or in connection with the Transaction Documents shall automatically and without any formality be preserved for the benefit of the Collateral Agent, the transferee and the other Secured Parties for the purpose of the provisions of articles 1278 to 1281 of the Luxembourg Civil Code or any other purposes.

[Remainder of page intentionally left blank.]

​

​

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

​

SIGNED AND DELIVERED as a DEED

​

​

​

​

​

​

​

​

​

​

EXHIBIT I

DEFINITIONS

Except as otherwise specified in this Agreement, all references in this Agreement (i) to any Person (other than the Borrower) shall be deemed to include such Person’s successors and permitted assigns, and (ii) to any law, agreement, statute or contract specifically defined or referred to in this Agreement shall be deemed references to such law, agreement, statute or contract as the same may be supplemented, amended, waived, consolidated, replaced or modified from time to time, but only to the extent permitted by, and effected in accordance with, the terms thereof. The words “herein,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement, and references to “Article,” “Section,” “clause,” “Exhibit,” “Schedule” and “Appendix” are references to this Agreement unless otherwise specified. Whenever the context so requires, words importing any gender include the other gender. Any of the defined terms may, unless the context otherwise requires, be used in the singular or the plural depending on the reference; the singular includes the plural and the plural includes the singular. The word “or” shall not be exclusive.

All accounting terms not otherwise defined in this Agreement have the meanings assigned them in conformity with GAAP. All terms used in Article 9 of the UCC and not specifically defined in this Agreement shall be defined herein and in the Transaction Documents as such terms are defined in the UCC as in effect in the State of New York. Each reference to this Agreement, any other Transaction Document, or any other agreement shall be a reference to such agreement together with all exhibits, schedules, attachments and appendices thereto, in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof. References to “writing” include electronic mail, facsimile, printing, typing, lithography and other means of reproducing words in a tangible visible form including computer-generated information accessible in tangible visible form. References to “written” include faxed, printed, typed, lithographed and other means of reproducing words or symbols in a tangible visible form consistent with the preceding sentence. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”.

Unless otherwise expressly provided herein, any period of time ending on a day which is not a Business Day shall end on the next succeeding Business Day. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

In addition, as used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“2025 Indenture” means that certain Indenture, dated as of August 29, 2017, among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. and the Bank of New York Mellon, as Trustee, in respect of the 5.375% Notes due 2025.

​

“2029 Indenture” means that certain Indenture, dated as of Mach 24, 2021, among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. and the Bank of New York Mellon, as Trustee, in respect of the Parent Guarantor’s 5.125% Notes due 2029.

“ABR” means, on any date of determination, a rate per annum equal to the higher as of such day of (i) the Prime Rate or (ii) one-half of one percent (0.50%) above the Federal Funds Rate; provided, however, if ABR as determined above would be less than the Floor, then such rate shall be deemed to be the Floor. For purposes of determining the ABR for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change.

“Adjusted Term SOFR” means the per annum rate equal to Term SOFR; provided that, if Adjusted Term SOFR determined as provided above shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” has the meaning set forth in the preamble to this Agreement.

“Administrative Agent’s Account” means any account or accounts as the Administrative Agent may indicate in writing to the Borrower and the Investment Manager from time to time and, by execution and delivery of its signature page hereto, each Lender hereby authorizes and directs the Administrative Agent to establish and maintain the Administrative Agent’s Account.

“Advance” means an advance of funds by each Lender to the Borrower or the Investment Manager, on behalf of the Borrower, hereunder on a Borrowing Date. Each Advance will consist of an advance from each Lender in the amount of its Percentage thereof.

“Advance Rate” means 92.5%.

“Adverse Claim” means any claim of ownership or any Lien or other interests in or over or any challenge in any pleading filed in any court by the Borrower or another Trinseo Party to the Borrower’s ownership of any Collateral or the Collateral Agent’s Lien thereon; it being understood that any such claim or Lien in favor of, or assigned to, the Collateral Agent (for the benefit of the Secured Parties) under the Transaction Documents shall not constitute an Adverse Claim.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly controls, is controlled by or is under common control with such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means the Administrative Agent and the Collateral Agent.

“Agent Fee Letter” means the fee letter, dated as of the Closing Date, addressed to the Borrower from the Administrative Agent and Collateral Agent.

“Aggregate Revolving Commitment” means, on any date of determination, the aggregate of all Lenders’ Revolving Commitments.

​

“Aggregate Revolving Principal” means the Aggregate Revolving Principal (Dollars) together with the Dollar Equivalent of the Aggregate Revolving Principal (Euro).

“Aggregate Revolving Principal (Dollar)” means, on any date of determination, the aggregate amount of principal of all Advances denominated in Dollars that are outstanding on such date.

“Aggregate Revolving Principal (Euro)” means, on any date of determination, the aggregate amount of principal of all Advances denominated in Euros that are outstanding on such date.

“Agreement” means this Credit and Security Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Amortization Date” means the earliest to occur of (a) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 7.1(i) with respect to the Borrower, (b) the Business Day specified in a written notice from the Administrative Agent to the Borrower and Investment Manager following the occurrence and during continuation of any other Amortization Event and (c) the date which is five Business Days after the Administrative Agent’s receipt of written notice from the Investment Manager or Borrower that it wishes to terminate the facility evidenced by this Agreement (unless a later date is specified in such notice).

“Amortization Event” has the meaning specified in Section 7.1.

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to the Borrower, the Parent Guarantor or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the US Foreign Corrupt Practices Act 1977, any similar laws and regulations applicable in Switzerland and laws of EU member states implementing Directive (EU) 2018/843 (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Anti-Terrorism Laws” means any Laws of any jurisdiction applicable to the Borrower, the Parent Guarantor or any of its Subsidaries from time to time relating to terrorism or money laundering, including Executive Order No. 13224, the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, any similar laws and regulations applicable in Switzerland and laws of EU member states implementing Directive (EU) 2017/541 (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Margin” means 4.75% per annum.

“Approved Currency” means Euro and Dollars.

“Assignment Agreement” has the meaning set forth in Section 10.1(a).

“Bank” means a bank or other financial institution that solicits, receives, or accepts money or its equivalent for deposit as a business under authority granted by the appropriate U.S. federal or state regulatory agency.

​

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.8.

“Benchmark Default Ratio” means 2.98% or such other percentage as provided by the Borrower and approved by the Structuring Advisor pursuant to Section 5.1(cc)(iii).

“Benchmark Dilution Ratio” means 1.08% or such other percentage as provided by the Borrower and approved by the Structuring Advisor pursuant to Section 5.1(cc)(iii).

“Benchmark Exchange Rate (Euro)” means, as of any date of determination and with respect to each Foreign Currency Receivable acquired by the Borrower under the applicable Purchase and Sale Agreement, the spot exchange rate therefor as quoted by Bloomberg for the conversion of Dollars into Euro at approximately 11:00 a.m. (New York City time) on the day immediately preceding the applicable Purchase Date.

“Benchmark Exchange Rate (USD)” means, as of any date of determination and with respect to each USD Receivable acquired by the Borrower under the applicable Purchase and Sale Agreement, the spot exchange rate therefor as quoted by Bloomberg for the conversion of Euros into Dollars at approximately 11:00 a.m. (New York City time) on the day immediately preceding the applicable Purchase Date.

“Benchmark Replacement” means, either of the following to the extent selected by Administrative Agent in consultation with the Investment Manager,

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Investment

​

Manager giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

​

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 1.8 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 1.8.

“Billed Receivables” means, on the relevant Purchase Date, a Receivable that has arisen under a Contract in respect of the sale of chemical products, plastics, latex binders, synthetic rubber or similar products or services to an Obligor and in respect of which an Invoice has been issued on or prior to such Purchase Date.

“Bloomberg” means Bloomberg Index Services Limited.

“Board of Directors” means, as to any Person, the board of directors or other governing body of such Person, or if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrower Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to Administrative Agent, the Collateral Agent any Lender and each Indemnified Party, arising under or in connection with this Agreement or any other Transaction Document, and shall include, without limitation, the Aggregate Revolving Principal outstanding hereunder, all Interest, Shortfall Interest, Call Premium, Fees, other fees and all other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including interest (including Shortfall Interest), call premiums, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether or not allowed or allowable as a claim in such proceeding).

“Borrower Power of Attorney” means a power of attorney substantially in the form of Schedule 4 to each Purchase and Sale Agreement (or, with respect to the U.S. Purchase and Sale Agreement, Part B of Schedule 4 thereto).

“Borrowing Availability” means, on any Business Day, the amount, if any, by which the Aggregate Revolving Principal outstanding hereunder will be less than the lesser of (a) the Facility Limit and (b) the Borrowing Base as of such day.

​

“Borrowing Base” means, on any date of determination, an amount equal to the result of (a) the product, without duplication, of (i) the Advance Rate, as of such date, times (ii) the U.S. Dollar Equivalent of the aggregate Outstanding Balance of all Eligible Receivables, as of such date, minus (b) the Required Reserves, as of such date, plus (c) the U.S. Dollar Equivalent of the Undistributed Collections, as of such date.

“Borrowing Date” means the Business Day on which any Advance is made.

“Borrowing Notice” has the meaning set forth in Section 1.2(a).

“Business Day” means any day (other than a Saturday or Sunday) on which Banks are not authorized or required to close in New York City, New York or in any location where a Transaction Account is maintained.

“Calculation Period” means the fiscal month corresponding to the Borrower’s monthly reporting cycle.

“Call Premium” means an amount determined by the Administrative Agent (in accordance with the terms of this Agreement) equal to 1.0% of the principal amount of Aggregate Revolving Commitment terminated or reduced.

“Call Premium Date” means January 18, 2027.

“Capital Stock” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations, warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests) or any other equivalent of such ownership interest.

“Change in Control” means the occurrence of any of the following:

(a)Trinseo PLC ceases to own beneficially and of record directly or indirectly ordinary shares representing more than 50% of the voting power of the Parent Guarantor and the Originators of the votes capable of being cast; or (ii) any Person acquires beneficially and of record directly or indirectly ordinary shares representing more than 50% of the voting power of Trinseo PLC; or

(b)the occurrence of any change in control (however denominated) under and as defined in any indenture or agreement in respect of Material Indebtedness to which the Parent Guarantor or any of its Subsidiaries is party, in each case either (i) as in effect on the Closing Date and without giving effect to any amendment or modification thereto or any termination thereof or (ii) as in effect on the relevant date of determination;

provided that a merger of Trinseo Materials Operating S.C.A. with and into the Parent Guarantor shall not constitute a Change in Control.

​

“Closing Date” means the first date all the conditions precedent in Section 4.1 are satisfied or waived in accordance with Section 12.1.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

“Collateral” has the meaning specified in Section 11.1.

“Collateral Document” means the Dutch Collateral Documents, the Swiss Collateral Documents, the German Collateral Documents and the U.S. Collateral Documents, as the context may require.

“Collection Account” means the Dutch Collection Accounts, Swiss Collection Accounts, German Collection Accounts, U.S. Collection Accounts and each other depositary account, clearing account or similar account of an Originator in which any Collections are collected or deposited, including the accounts listed on Exhibit IV hereto.

“Collection Bank” means, at any time, any Bank at which a Collection Account is maintained.

“Collections” means, with respect to any Pool Receivable, (a) all funds that are (i) received by any Originator, any Servicer, the U.S. Intermediate Transferor, the Borrower, the Investment Manager or any other Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (including purchase price, service charges, finance charges, interest, fees and all other charges) or (ii) applied to amounts owed in respect of such Pool Receivable (including insurance payments, proceeds of drawings under supporting letters of credit and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable and (d) all other proceeds of such Pool Receivable.

“Commitment Reduction Amount” has the meaning set forth in Section 1.4.

“Commitment Reduction Date” has the meaning set forth in Section 1.4.

“Competing Transaction” (a) means any asset-based financing facility, a borrowing base facility or similar credit facility (including any incremental facility, ancillary facility, refinancing facility or other facility with any existing lender) involving the sale or pledge of accounts receivables (i) governed by the laws of the United States, the United Kingdom, Germany, Switzerland or the Netherlands as all or substantially all of the collateral or credit support for such facility or (ii) in respect of any Obligor that is not an Excluded Obligor hereunder or (b) any other sale or pledge (including in respect of any factoring facility) of any accounts receivable referred to in the preceding clause (a); provided that factoring facilities entered into in the ordinary course of business involving the sale of Receivables (i) for which the Obligor is of the type identified in clause (i) of the definition of Identified Excluded Obligors in an amount not to exceed €4,500,000 in any Calculation Period shall not be considered a Competing Transaction and (ii) from WestRock Company, a Delaware corporation, shall not be considered a Competing Transaction.  

​

“Conforming Changes” means, with respect to either the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR”, the definition of “Business Day,” or the definition of “U.S. Government Securities Business Day,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 1.8 and other technical, administrative or operational matters) that the Administrative Agent decides, with the consent of the Investment Manager (on behalf of the Borrower) (such consent not to be unreasonably withheld), may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines, with the consent of the Investment Manager (on behalf of the Borrower) (such consent not to be unreasonably withheld) that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contract” means, with respect to any Pool Receivable, any and all instruments, documents, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable (including any right to interest for late payment of which the Originator or the U.S. Intermediate Transferor is the beneficiary).

“Contractual Maturity Date” means January 18, 2028 (as such date may be extended pursuant to Section 1.12).

“Contractual Maturity Date Extension Fee” means, with respect to each Lender, a fee equal to 0.5% of such Lender’s Revolving Commitments as of the Closing Date.

“Control Agreement” means an agreement, in form and substance acceptable to the Collateral Agent and Requisite Lenders, that provides, following a Notice of Exclusive Control, the Collection Bank is directed to take instructions exclusively from the Collateral Agent with respect to the disposition of funds in such Collection Account without further consent of any applicable Trinseo Party.

“Corporate Administrator” means TMF Administration Services Limited or another nationally or regionally recognized third-party corporate service provider.  

“Corporate Services Agreement” means a corporate service agreement, in substance substantially similar to the corporate services agreement dated 12 August 2010 between the Corporate Administrator and the Borrower.

​

“Country Trigger I” means (a) with respect to Turkey, the removal or resignation of Turkey from the North Atlantic Treaty Organization, (b) with respect to Turkey or Egypt, an act of military aggression by or at the direction of the government of Turkey or Egypt towards a member of the North Atlantic Treaty Organization or (c) with respect to Turkey or Egypt, the occurrence of widespread riots or civil disturbances, in each case of this clause (c), leading to material disruption of the legal system or rule of law, which material disruption has been continuing for a period of at least 30 days.

“Country Trigger II” means, with respect to Turkey or Egypt, (a) such country becoming a Sanctioned Country, (b) the declaration of war by Turkey or Egypt towards a member of the North Atlantic Treaty Organization, (c) a member of the North Atlantic Treaty Organization declares war against Turkey or Egypt or (d) the occurrence of an insurrection or coup against the then-governing government of such country, in each case of this clause (d), leading to material disruption of the legal system or rule of law, which material disruption has been continuing for a period of at least 30 days.

“Credit and Collection Policy” means, as the context may require, the origination, credit and collection procedures employed by the relevant Originator from time to time in relation to the provision and sale of chemical products, plastics, latex binders, synthetic rubber or similar products and related services, in each case, in effect on the Closing Date and described in Exhibit VI, as modified from time to time in compliance with this Agreement.

“Daily Report” means a daily report of the Borrowing Base containing the information set forth in the Swiss Servicers' Daily Report, the German Servicer's Daily Report, the Dutch Servicer's Daily Report and the U.S. Servicers' Daily Report, substantially in the form of  Exhibit VIII.

“Daily Reporting Date” means each date on which a Swiss Servicers' Daily Report, a German Servicer's Daily Report, a Dutch Servicer's Daily Report or a U.S. Servicers' Daily Report is delivered.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” means the Bankruptcy Code, the Swiss Federal Debt Enforcement and Bankruptcy Act of April 11, 1889 and the Swiss Code of Obligations of March 30, 1911 and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, examinership or similar debtor relief Laws of the United States of America, the Netherlands, Switzerland or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

​

“Deemed Collections” means the aggregate of all amounts the Borrower shall have been deemed to have received as a Collection of a Pool Receivable.  The Borrower shall be deemed to have received a Collection of a Pool Receivable if any Dilution occurs with respect to such Pool Receivable. The amount of the Collection which the Borrower shall be deemed to have received shall equal the amount by which the Outstanding Balance of such Pool Receivable was reduced as a result thereof.

“Default Interest” means Interest arising from the application of the Default Rate.

“Default Rate” means a per annum rate of interest equal to 2.0%.

“Default Ratio” means, with respect to any Calculation Period, the ratio (expressed as a percentage) computed by dividing (a) the Default Relevant Amount for such Calculation Period by (b) the Outstanding Balance of all Pool Receivables for such Calculation Period.

“Default Relevant Amount” means, with respect to any Calculation Period, U.S. Dollar Equivalent of the Outstanding Balance of all Defaulted Receivables for such Calculation Period.

“Default Reserves” means, with respect to any Calculation Period, the product of (a) 2.0 multiplied by (b) the Pool Balance for such Calculation Period multiplied by (c) the greater of (i) the Benchmark Default Ratio and (ii) the monthly average of the Default Ratio for the immediately preceding 12 consecutive Calculation Periods.

“Defaulted Receivable” means a Receivable: (a) as to which the Obligor thereof or any other Person obligated thereon or owning any Related Security with respect thereto is subject to an Insolvency Proceeding; (b) which (i) has been written off the applicable Originator’s, the U.S. Intermediate Transferor’s or the Borrower’s books as uncollectible or (ii) consistent with the Credit and Collection Policy, should be written off the applicable Originator’s, the U.S. Intermediate Transferor’s or the Borrower’s books as uncollectible; or (c) which is a Delinquent Receivable.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 90 days from the Due Date for such Receivable; provided that any Receivable with an initial Due Date more than 120 days past its original invoice date shall be deemed not to be a Delinquent Receivable.

“Dilution” means the amount of any reduction or cancellation of the Outstanding Balance of a Pool Receivable due to (a) any defective or rejected goods or services, any cash discount or any other adjustment (whether contractual or otherwise) by any Originator or any Affiliate thereof (other than as a result of any Collections), or as a result of any governmental or regulatory action, (b) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), (c) any warranty claim, rebate or refund, (d) any misstatement of the amount thereof, or (e) any extension, amendment or other modification to the payment terms of any Pool Receivable or any Contract related to such Pool Receivable in any material respect other than in accordance with the Credit and Collection Policy; provided, however, that “Dilution” shall not include (x) a credit memo where offset by a rebill or correction on the same day when the original due date is not extended and such re-bill or correction can be captured and reported or (y) Pool Receivables that are uncollectible solely on account of the

​

insolvency, bankruptcy or lack of creditworthiness or other financial or credit condition of the related Obligor.

“Dilution Ratio” means, with respect to any Calculation Period, the ratio (expressed as a percentage) computed by dividing (a) the U.S. Dollar Equivalent of the aggregate Dilution for such Calculation Period by (b) the aggregate Outstanding Balance of all Pool Receivables for such Calculation Period.

“Dilution Reserves” means, with respect to any Calculation Period, the product of (a) 2.0 multiplied by (b) the Pool Balance for such Calculation Period multiplied by (c) the greater of (i) the Benchmark Dilution Ratio and (ii) the monthly average of the Dilution Ratio for the immediately preceding 12 consecutive Calculation Periods.

“Dollar” and “$” mean lawful money of the United States.

“Dominion Date” means the date on which the Collateral Agent delivers to any Collection Bank a Notice of Exclusive Control pursuant to Section 6.4.

“Dominion Period” means the period beginning on the Dominion Date and ending on the earlier of (x) the date thereafter when all Borrower Obligations have been paid in full and all Revolving Commitments have been terminated and (y) the date thereafter that the related Notice of Exclusive Control has been withdrawn by the Collateral Agent.

“Due Date” means, with respect to any Receivable and as of any date of determination, the original due date for such Receivable.

“Dutch Collateral Documents” means (i) any Dutch Control Agreement, (ii) the Swiss Security Assignment Agreement and (iii)  any other document so designated by the Investment Manager and the Administrative Agent as a “Dutch Collateral Document”.

“Dutch Collection Accounts” means the Collection Accounts owned by the Dutch Originators, which receive Collections related to the Dutch Purchased Receivables sold by the Dutch Originators to the Borrower pursuant to each Dutch Purchase and Sale Agreement.  

“Dutch Control Agreement” means any Control Agreement entered into with respect to a Dutch Collection Account.  

“Dutch Originator” means Trinseo Netherlands B.V., incorporated in The Netherlands and having its official seat in Hoek, municipality Terneuzen, the Netherlands, registered with the Dutch register under 20162359, in its capacity as seller of Receivables to the Borrower under each Dutch Purchase and Sale Agreement.

“Dutch Purchase and Sale Agreement” means each of the Dutch Purchase and Sale Agreement (New York Law) and the Dutch Purchase and Sale Agreement (Swiss Law).

“Dutch Purchase and Sale Agreement (New York Law)” means the New York law Amended and Restated Dutch Receivables Purchase Agreement, dated as of the Closing Date (and as further as amended, restated, amended and restated, supplemented or otherwise modified from

​

time to time in accordance with the terms hereof), between the Dutch Originator, the Borrower, the Investment Manager and the Collateral Agent, with respect to Dutch Purchased Receivables that are not governed by Contracts under the laws of Switzerland.

“Dutch Purchase and Sale Agreement (Swiss Law)” means the Swiss law Dutch Receivables Purchase Agreement, dated as of the Closing Date (and as further as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), between the Dutch Originator, the Borrower and the Investment Manager, with respect to Dutch Purchased Receivables that are governed by Contracts under the laws of Switzerland.

“Dutch Purchased Receivables” means the Receivables purchased by the Borrower on the terms of each Dutch Purchase and Sale Agreement.  

“Dutch Servicer Report” means the Dutch Servicer's Daily Report or the Dutch Servicer's Monthly Report (as the case may be).

“'Dutch Servicer's Daily Report” means any document prepared by the Dutch Servicer in accordance with clause 7.2 (Dutch Servicer's Daily Reports) of the Dutch Servicing Agreement.

“Dutch Servicer's Monthly Report” means any document prepared by the Dutch Servicer in accordance with clause 7.1 (Dutch Servicer's Monthly Reports) of the Dutch Servicing Agreement.

“Dutch Servicers” means the person appointed by the Borrower under the Dutch Servicing Agreement to manage and provide administration and collection services in relation to the Dutch Purchased Receivables, being Trinseo Netherlands B.V. as of the Closing Date.  

“Dutch Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of the Closing Date (and as further as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), relating to the Dutch Purchased Receivables between the Borrower and the Dutch Servicers.

“Dutch Transaction Documents” means

“Eligible Bank” means a Bank that is (x) rated at least BBB by S&P (or the equivalent thereof) by a nationally recognized statistical ratings organization and (y) is reasonably acceptable to the Requisite Lenders; provided that the Collection Banks as of the Closing Date are reasonably acceptable to the Requisite Lenders.

​

“Eligible Country” means any member state of the European Union, Canada, Finland, Israel, Norway, South Africa, Sweden, Switzerland, the United Kingdom and the United States (or such other country consented to in writing by the Administrative Agent (acting at the direction of the Requisite Lenders)).

“Eligible Purchase Price” means (i) with respect to the German Purchased Receivables, the “Purchase Price” as defined in the German Purchase and Sale Agreement, (ii) with respect to the U.S. Purchased Receivables under the U.S. Intermediate Transfer Agreement, the “Eligible Purchase Price” as defined therein, (iii) with respect to the Swiss Purchased Receivables, the “Eligible Purchase Price” as defined in the Swiss Purchase and Sale Agreement, (iv) with respect to the Dutch Purchased Receivables under the Dutch Purchase and Sale Agreement (New York Law), the “Eligible Purchase Price” as defined therein and (v) with respect to the Dutch Purchased Receivables under the Dutch Purchase and Sale Agreement (Swiss Law), the “Eligible Purchase Price” as defined therein.

“Eligible Receivable” means, as of any date of determination, a Pool Receivable that satisfies the following requirements:

​

​

​

​

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Equity Interests” of any Person means any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the applicable regulations thereunder, each as amended or modified from time to time.

​

“ERISA Affiliate” means any Person who together with any party is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“Erroneous Payment” has the meaning assigned to it in Section 9.12(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 9.12(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 9.12(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 9.12(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 9.12(d).

“Estimated Senior Costs Amount” means the Senior Cost Amounts which are expected to become due and payable on the next Monthly Payment Date.  

“EURIBOR” means, as of any date of determination, the rate per annum equal to the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) with a three month term, determined as of approximately 12:00 p.m., Brussels time, two TARGET Days prior to such date of determination; provided that EURIBOR shall never be less than the Floor.

“Euro” and “€” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Excluded Obligor” means an Obligor that is (i) a Sanctioned Person; (ii) a natural person; (iii) not a resident of an Eligible Country or an Other Eligible Country or (iv) the Identified Excluded Obligors.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to any Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes attributable to any Lender’s failure to comply with Section 8.5(g) or (c) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Control Agreements” means the Existing Dutch Control Agreement, each Existing German Control Agreement, the Existing Polish Control Agreement, and each Existing U.S. Control Agreement.  

​

“Existing Dutch Control Agreement” means that certain Dutch Collection Account Security Agreement, dated as of May 30, 2013 among Trinseo Netherlands B.V., the Borrower and the Styron Security Trustee with respect to the Collection Account of Trinseo Netherlands B.V. with the account number ending in ***566 with Deutsche Bank AG, Amsterdam Branch.  

“Existing Facility” means, collectively, (i) the Amended and Restated Master Definitions and Framework Deed, dated as of August 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date), among Trinseo Europe GmbH, Trinseo Export GmbH, Trinseo Deutschland Anlagengesellschaft mbH, Trinseo Netherlands B.V., Altuglas LLC, Aristech Surfaces LLC, Trinseo LLC, Trinseo U.S. Receivables Company SPV LLC, Styron Receivables Funding Designated Activity Company, Trinseo Ireland Global IHB Limited, Regency Assets Designated Activity Company, HSBC Bank PLC, the Parent Guarantor, TMF Administrative Services Limited and the Law Debenture Trust Corporation P.L.C., and (ii) the Amended and Restated Loan Facility Agreement, dated as August 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date) by and among the Regency Lender (as defined therein), the Borrower, TMF Administration Services Limited, the Styron Lender (as defined therein), HSBC Bank PLC and the Styron Security Trustee.  

“Existing German Control Agreement” means (i) that certain Styron Germany Account Pledge Agreement, dated as of May 24, 2011 among Trinseo Deutschland Anlagengesellschaft mbH, the Borrower and the Styron Security Trustee with respect to the Collection Account of Trinseo Deutschland Anlagengesellschaft mbH with the account number ending in ***230000 with Deutsche Bank AG Frankfurt as Collection Bank, (ii) that certain Account Pledge Agreement, dated as of October 31, 2016, by and among Trinseo Export GmbH, the Borrower and the Styron Security Trustee with respect to the Collection Accounts of Trinseo Export GmbH with account numbers ending in ***9603 and ***9601 with Deutsche Bank AG, Frankfurt as Collection Bank and (iii) that certain Account Pledge Agreement, dated as of August 17, 2010, by and among Trinseo Europe GmbH, the Borrower and the Styron Security Trustee with respect to the Collection Accounts of Trinseo Europe GmbH with account numbers ending in ***8000, ***8003, ***8008 and ***8011.  

“Existing German Security Agreement” means that certain German Security Assignment and Trust Agreement, dated as of May 24, 2011, by and among the Borrower, the Styron Security Trustee, the Regency Noteholder (as defined therein) and the Styron Noteholder (as defined therein).  

“Existing Parent Guaranty” means the Guarantee Agreement on August 12, 2010 and as amended and restated on May 24 2011, May 30, 2013, October 31, 2016 and on March 28, 2024, among the Parent Guarantor, the Styron Security Trustee, the Borrower and the Regency Lender (as defined therein).

“Existing Polish Control Agreement” means that certain Registered Pledges Agreement Over the Receivables Under the Bank Account Agreement, dated as of April 14, 2022 among Trinseo Export GmbH, the Borrower and the Styron Security Trustee with respect to the Collection Account of Trinseo Export GmbH with the account number ending in ***3002 with Deutsche Bank Polska as Collection Bank.

​

“Existing Security Agreements” means the Existing U.S. Security Agreement, the Existing UK Security Agreement and the Existing German Security Agreement.  

“Existing U.S. Control Agreement” means that certain Amended and Restated Control Agreement Concerning Deposit Accounts, dated as of March 28, 2024, by and among Trinseo LLC, Altuglas LLC, the Borrower, the U.S. Intermediate Transferor, the Styron Security Trustee and Deutsche Bank Trust Company Americas with respect to the Collection Accounts of Trinseo LLC with the account number ending in ***895 and of Altuglas LLC with the account number ending in ***040.  

“Existing U.S. Security Agreement” means that certain First Amended and Restated Security Agreement, dated as of Mach 28, 2024, among the Borrower and the Styron Security Trustee.  

“Existing UK Security Agreement” means that certain Styron Security Deed, dated as of August 12, 2010 (as amended, amended and restated, modified or supplemented from time to time prior to the Closing Date), among the Borrower, the Styron Security Trustee, the Regency Noteholder (as defined therein) and the Styron Noteholder (as defined therein).

“Facility Account” means accounts as may be designated by the Borrower in writing from time to time in accordance with the terms of this Agreement.

“Facility Limit” means, at any time prior to the Facility Termination Date, the sum of the Revolving Commitments, as they may be amended from time to time in accordance with this Agreement. As of the Closing Date, the Facility Limit is $150,000,000.

“Facility Termination Date” means the earlier of (i) the Contractual Maturity Date and (ii) the Amortization Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such sections of the Code.

“Federal Funds Rate” means, on any date of determination, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fees” means any fees payable pursuant to the Lender Fee Letter or Agent Fee Letter.

​

“Final Payout Date” means the date on or after the Facility Termination Date when (i) the Aggregate Revolving Principal has been reduced to zero and all accrued Interest and any Call Premium have been paid in full, (ii) all other Borrower Obligations have been paid in full, other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted, (iii) all other amounts owing to the Secured Parties hereunder and under the other Transaction Documents have been paid in full, other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted and (iv) the Revolving Commitments of all Lenders have terminated or expired.

“Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“Fiscal Quarter” means a fiscal quarter of the Parent Guarantor or the Borrower, as applicable.

“Floor” means the rate per annum of interest equal to 1.0%.

“Foreign Currency Receivable” means a Receivable denominated in Euros.

“FX Deficit (Euro)” means, as of any date of determination and with respect to any Foreign Currency Receivable acquired by the Borrower under any applicable Purchase and Sale Agreement as to which the Interim Exchange Rate (Euro) with respect to such date is higher than the Benchmark Exchange Rate (Euro), an amount equal to (a)(i) the face amount of such Foreign Currency Receivable divided by (ii) the Benchmark Exchange Rate (Euro) minus (b) (i) the face amount of such Foreign Currency Receivable divided by (ii) the Interim Exchange Rate (Euro) (for the avoidance of doubt, FX Deficit (Euro) is always a positive number).

“FX Deficit (USD)” means, as of any date of determination and with respect to any USD Receivable acquired by the Borrower under any applicable Purchase and Sale Agreement as to which the Interim Exchange Rate (USD) with respect to such date is higher than the Benchmark Exchange Rate (USD), an amount equal (a)(i) the face amount of such USD Receivable divided by (ii) the Benchmark Exchange Rate (USD) minus (b)(i) the face amount of such USD Receivable divided by (ii) the Interim Exchange Rate (USD) (for the avoidance of doubt, FX Deficit (USD) is always a positive number).

“FX Reserve Percentage (Euro)” means, as of any date of determination, a percentage equal to (a) the Aggregate Revolving Principal (Euro) divided by (b) the Aggregate Revolving Principal.

“FX Reserve Percentage (USD)” means, as of any date of determination, a percentage equal to (a) the Aggregate Revolving Principal (USD) divided by (b) the Aggregate Revolving Principal.

“FX Reserves” means, with respect to any Calculation Period, an amount equal to (a) the FX Reserves (Euro) plus (b) the FX Reserves (USD).

“FX Reserves (Euro)” means, as of any date of determination, an amount equal to (a)(i) the aggregate amount of each FX Deficit (Euro), if any, with respect to all Foreign Currency

​

Receivables constituting Pool Receivables minus (ii) the aggregate amount of each FX Surplus (Euro), if any with respect to all Foreign Currency Receivables constituting Pool Receivables multiplied by (b) the FX Reserve Percentage (Euro).

“FX Reserves (USD)” means, as of any date of determination, an amount equal to (a)(i) the aggregate amount of each FX Deficit (USD), if any, with respect to all USD Receivables constituting Pool Receivables minus (ii) the aggregate amount of each FX Surplus (USD), if any with respect to all USD Receivables constituting Pool Receivables multiplied by (b) the FX Reserve Percentage (USD).

“FX Surplus (Euro)” means, as of any date of determination and with respect to any Foreign Currency Receivable acquired by the Borrower under any applicable Purchase and Sale Agreement as to which the Interim Exchange Rate (Euro) with respect to such date is lower than the Benchmark Exchange Rate (Euro), an amount equal to (a)(i) the face amount of such Foreign Currency Receivable divided by (ii) such Interim Exchange Rate (Euro) minus (b)(i) the face amount of such Foreign Currency Receivable divided by (ii) the Benchmark Exchange Rate (Euro) (for the avoidance of doubt, FX Surplus is always a positive number).

“FX Surplus (USD)” means, as of any date of determination and with respect to any USD Receivable acquired by the Borrower under any applicable Purchase and Sale Agreement as to which the Interim Exchange Rate (USD) with respect to such date is lower than the Benchmark Exchange Rate (USD), an amount equal to (a)(i) the face amount of such USD Receivable divided by (ii) such Interim Exchange Rate (USD) minus (b)(i) the face amount of such USD Receivable divided by (ii) the Benchmark Exchange Rate (USD) (for the avoidance of doubt, FX Surplus is always a positive number).

“GAAP” means, with respect to any Person, generally accepted accounting principles applicable to such Person (including generally accepted accounting principles applicable to such Person by law) or the consolidated group of which such Person is a member, as such principles may change from time to time.

“German Collateral Documents” means (i) any German Control Agreement, (ii) German Security Assignment and Trust Agreement and (iii)  any other document so designated by the Investment Manager and the Administrative Agent as a “German Collateral Document”.

“German Collection Accounts” means the Collection Accounts owned by the German Originators, which receive Collections related to the German Purchased Receivables sold by the German Originators to the Borrower pursuant to the German Purchase and Sale Agreement.

“German Control Agreement” means any Control Agreement entered into with respect to a German Collection Account.

“German Originator” means Trinseo Deutschland Anlagengesellschaft mbH, incorporated in Germany, in its capacity as seller of Receivables to the Borrower under the German Purchase and Sale Agreement.

“German Purchase and Sale Agreement” means the German Receivables Purchase Agreement, dated as May 24, 2011 and amended and restated on May 30, 2013 and July 18, 2024

​

(and as further as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), between the German Originator, Trinseo Europe GmbH as Swiss Originator, the Borrower, the Investment Manager and the Collateral Agent.

“German Purchased Receivables” means the Receivables purchased by the Borrower on the terms of the German Purchase and Sale Agreement.

“German Security Assignment and Trust Agreement” means the German security and trust agreement dated 18 July 2024 (as amended from time to time) and entered into between, inter alios, the Borrower and the Collateral Agent.

“German Servicer” means the person appointed by the Borrower under the German Servicing Agreement to manage and provide administration and collection services in relation to the German Purchased Receivables.  

“German Servicer Report” means the German Servicer’s Daily Report or the German Servicer’s Monthly Report (as the case may be).

“German Servicer’s Daily Report” means any document prepared by the German Servicer in accordance with clause 7.2 (German Servicer’s Daily Reports) of the German Servicing Agreement.

“German Servicer’s Monthly Report” means any document prepared by the German Servicer in accordance with clause 7.1 (German Servicer’s Monthly Reports) of the German Servicing Agreement.

“German Servicing Agreement” means the German Servicing Agreement dated as May 24, 2011 and amended and restated on May 30, 2013 and July 18, 2024 (and as further as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), relating to the German Purchased Receivables between the Borrower, the Collateral Agent and the German Servicer.

“German Transaction Documents” means:

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

​

government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guaranty” of any Person means any obligation of such Person guarantying or in effect guarantying any Indebtedness, liability or obligation of any other Person in any manner, whether directly or indirectly, including any such liability arising by virtue of partnership agreements, including any agreement to indemnify or hold harmless any other Person, any performance bond or other surety ship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Identified Excluded Obligors” means (i) Coexpan S.A. (and its Affiliates), Torraspapel, S.A. (and its Affiliates) or any other Obligor that the Investment Manager reasonably excludes from time to time with the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders, which direction shall not be unreasonably withheld or delayed) (provided that the amount of Receivables of Identified Excluded Obligors pursuant to this clause (i) in any Calculation Period that are to be paid into a Collection Account shall not to exceed €4,500,000) and (ii) WestRock Company, a Delaware corporation (provided that the amount of Receivables of Identified Excluded Obligors pursuant to this clause (ii) that are paid into a Collection Account after the day that is 60 days after the Closing Date (or such later date as agreed to by the Administrative Agent (acting at the direction of the Requisite Lenders)) shall be $0).

“Indebtedness” means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase, acceptance or credit facility, or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, (iv) any other transaction (including capitalized leases and conditional sales agreements) to the extent having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including accounts payable incurred in the ordinary course of such Person’s business payable on terms customary in the trade), (v) all net obligations of such Person in respect of interest rate on currency hedges to the extent required to be reflected as a liability on a balance sheet of such Person under GAAP or (vi) any Guaranty of any such Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Ineligible Purchase Price” means (i) with respect to the U.S. Purchased Receivables under the U.S. Intermediate Transfer Agreement, the “Ineligible Purchase Price” as defined therein, (ii) with respect to the Swiss Purchased Receivables, the “Ineligible Purchase Price” as defined in the Swiss Purchase and Sale Agreement, (iii) with respect to the Dutch Purchased Receivables under the Dutch Purchase and Sale Agreement (New York Law), the “Ineligible Purchase Price” as defined therein and (iv) with respect to the Dutch Purchased Receivables under

​

the Dutch Purchase and Sale Agreement (Swiss Law), the “Ineligible Purchase Price” as defined therein.

“Initial Funding Date” means the date of the initial Advance, if any.

“Insolvency Event” in respect of the Borrower means:

“Insolvency Official” means any examiner, liquidator receiver or similar Person.  

​

“Insolvency Proceeding” means, with respect to any Person, any of the following events:  (a) such Person commences a proceeding under the Bankruptcy Code or any other Debtor Relief Law seeking to have an order for relief entered in respect of such Person, or seeking a declaration or entailing a finding that such Person is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, examinership, arrangement, adjustment, composition or other similar relief with respect to such Person, its assets or debts; (b) there is commenced against such Person any such case or proceeding described in the foregoing clause (a) that is not dismissed within 60 days after commencement thereof; (c) by a final non-appealable order of a court of competent jurisdiction, such Person is adjudicated insolvent or bankrupt; (d) a custodian, trustee, liquidator, assignee, sequestrator, receiver, examiner or other similar official has been appointed for all or any substantial part of such Person’s property, and such custodian or receiver is not discharged or stayed within 60 days from the appointment date thereof; (e) such Person makes a general assignment for the benefit of creditors; or (f) such Person, by any act, expressly in writing indicates its consent to or approval of any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Intended Tax Characterization” has the meaning set forth in Section 12.4.

“Intercompany Agreement” means that certain Amended and Restated Intercompany Agreement, dated as of July 18, 2024 (as amended, amended and restated, supplemented or modified from time to time), by and among, the Originators, the U.S. Intermediate Transferor and the Investment Manager.  

“Interest” means for each day for each Lender, an amount equal to (a) the applicable Interest Rate (plus the Default Rate, if applicable) times (b) the aggregate amount of the principal of such Lender’s Advance annualized on the basis set forth in Section 1.5.

“Interest Rate” means, on any date of determination, (a) with respect to Advances denominated in Dollars, the sum of (i) Adjusted Term SOFR, plus (ii) the Applicable Margin (provided that during any Benchmark Unavailability Period, ABR shall replace Adjusted Term SOFR) and (b) with respect to Advances denominated in Euros, the sum of (i) EURIBOR, plus (ii) the Applicable Margin.

“Interim Exchange Rate (Euros)” means, as of any Monthly Reporting Date and with respect to each Foreign Currency Receivable acquired by the Borrower under the applicable Purchase and Sale Agreement, the spot exchange rate therefor as quoted by Bloomberg for the conversion of Dollars into Euros at approximately 11:00 a.m. (New York City time) on the Business Day immediately preceding such Monthly Reporting Date.

“Interim Exchange Rate (USD)” means, as of any Monthly Reporting Date and with respect to each USD Receivable acquired by the Borrower under the applicable Purchase and Sale Agreement, the spot exchange rate therefor as quoted by Bloomberg for the conversion of Euros into Dollars at approximately 11:00 a.m. (New York City time) on the Business Day immediately preceding such Monthly Reporting Date.

​

“Investment” means, with respect to any Person, (a) any purchase or other acquisition by that Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by that Person of all or a significant part of the assets of a business conducted by another Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business), or capital contribution by that Person to any other Person, including all Indebtedness of any other Person owing to that Person arising from a sale of property by that Person other than in the ordinary course of its business and (d) any Guaranty incurred by that Person in respect of Indebtedness of any other Person.

“Investment Company Act” means the Investment Company Act of 1940, as amended or otherwise modified from time to time.

“Investment Manager” has the meaning set forth in Section 6.1(a).

“Investment Manager Operating Accounts” means the following accounts:

(a) in respect of euro:

Account Name: Trinseo Ireland Global IHB Limited

Bank: Deutsche Bank AG, Frankfurt, Germany

SWIFT: DEUTDEFF

IBAN: DE91500700100178114500

a/c Number: 178114500

​

(b) in respect of US Dollar:

Account Name: Trinseo Ireland Global IHB Limited

Bank: Deutsche Bank AG, Frankfurt, Germany

SWIFT: DEUTDEFF

IBAN: DE10500700100178114503

a/c: 178114503

​

or such other account or account of the Investment Manager with a bank as may, following 10 Business Days' prior written notification to the Borrower and the Administrative Agent (for distribution to the Lenders), be utilized for the time being for the purposes of payment to any Originator of amounts due and payable to it under the relevant Purchase and Sale Agreement.

“Invoice” means the account for payment sent by or on behalf of an Originator to an Obligor specifying the goods supplied, the amount due to be paid in respect thereof by the Obligor including any VAT chargeable in respect of those goods and the due date for such payment.

“Irish Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Transaction Document and is:

​

“Irish Taxes Act” means the Taxes Consolidation Act 1997 of Ireland.

​

“Irish Treaty Lender” means, subject to the completion of procedural formalities, a Lender (other than a Lender falling within paragraph (b) of the definition of Irish Qualifying Lender) which is treated as a resident of an Irish Treaty State for the purposes of an Irish Treaty and does not carry on a business in Ireland through a permanent establishment with which that Lender’s participation in this Agreement is effectively connected and fulfils any other conditions which must be fulfilled under the relevant Irish Treaty for residents of that Irish Treaty State to obtain exemption from Irish tax on interest.  

“Irish Treaty State” means a jurisdiction which has a double taxation agreement with Ireland (an “Irish Treaty”) which is in effect and makes provision for full exemption from tax imposed by Ireland on interest.

“IRS” means the United States Internal Revenue Service.

“Junior Noteholder” means Trinseo Ireland Global IHB Limited, a company incorporated in Ireland, in its capacity as the “Subordinated Noteholders” under and as defined in the Junior Loan Note Agreement.  

“Junior Loan Note” means each loan or other extension of credit made under the Junior Loan Note Agreement or other Junior Loan Note Documents.

“Junior Loan Note Agreement” means that certain Subordinated Loan Note Agreement, dated as of July 18, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time with the consent of the Administrative Agent (acting at the direction of the Requisite Lenders)), by and between the Junior Noteholder and the Borrower, as the issuer thereunder.

“Junior Loan Note Documents” means the Junior Loan Note Agreement and each other documented executed and delivered in connection therewith.

“Junior Loan Note Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Junior Noteholder arising under or in connection with the Junior Loan Note Agreement and the other Junior Loan Note Documents and shall include, without limitation, the outstanding principal amount of the each Junior Loan Note, all interest, fees and all other amounts due or to become due under the Junior Loan Note Agreement (whether in respect of fees, costs, expenses, indemnifications or otherwise), including interest, call premiums, fees and other obligations that accrue, if any, after the commencement of any Bankruptcy Proceeding (as defined therein) with respect to the Borrower (in each case whether or not allowed or allowable as a claim in such proceeding).

“Law” means any international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and any applicable administrative order, directed duty, request, license, authorization or permit of, or agreement with, any Governmental Authority, in each case whether or not having the force of law.

​

“Lender” means each lender named on the signature pages hereof as a “Lender” and each Person that becomes a party hereto as a Lender by execution of an Assignment Agreement pursuant to Section 10.1(a) and shall include such Person’s respective successors and permitted assigns.

“Lender Fee Letter” means the Fee Letter, dated as of the date hereof, by and between the Borrower, the Structuring Advisor and KKR Capital Markets LLC.

“Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation, charge, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement, preferential arrangement or similar agreement or arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any assignment, deposit arrangement or finance lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

“Liquidation Period” means the period beginning on the Facility Termination Date and ending on the date thereafter when all Borrower Obligations have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and all Revolving Commitments have been terminated.

“Material Adverse Effect” means, a material adverse effect on (a) the business, assets, liabilities (actual or contingent), financial condition or results of operations of (i) the Borrower or (ii) the Trinseo Parties, taken as a whole; (b) the ability of (i) the Borrower to perform any of its payment or other obligations under the Transaction Documents to which it is a party or (ii) the Trinseo Parties considered as a whole to perform any of such Person’s payment obligations under the Transaction Documents to which it is a party; (c) the rights and remedies of the Lenders, the Structuring Advisor or the Administrative Agent or the Collateral Agent under the Transaction Documents; (d) the Collateral Agent’s or the Lenders’ interest in any material portion of the Collateral or (e) the collectability of any material portion of the Pool Receivables.

“Material Indebtedness” means Indebtedness for borrowed money having an outstanding aggregate principal amount of not less than $95,000,000.

“Minimum Outstanding Balance” means 50% of the Facility Limit.

“Monthly Payment Date” means the date that is three Business Days following the related Monthly Reporting Date.

“Monthly Report” means a report furnished by the Investment Manager to the Administrative Agent and the Lenders pursuant to Section 5.1(f)(i) and substantially in the form of Exhibit X, which contains the Dutch Monthly Report, the German Monthly Report, the Swiss Monthly Report and the U.S. Monthly Report.

“Monthly Reporting Date” means the 15^th Business Day following each calendar month end.

“Moody’s” means Moody’s Investors Service, Inc., or its applicable subsidiary, or any successor by merger or consolidation to its business.

​

“Multiemployer Plan” means a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA, in respect of which any Trinseo Party or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Notice of Exclusive Control” means, with respect to a Control Agreement, a notice given after an Amortization Event has occurred and is continuing by the Collateral Agent to the related Collection Bank in substantially the form prescribed by or attached to such Control Agreement pursuant to which the Collateral Agent exercises its exclusive right to direct the disposition of funds on deposit in the Collection Accounts or the Facility Account, in each case in accordance with such Control Agreement.

“Obligor” means, with respect to any Receivable, the Person obligated to make payments pursuant to a Contract relating to such Receivable.

“Organizational Document” means, relative to any Person and where relevant, its certificate or articles of incorporation or formation, its by-laws, its partnership agreement, its memorandum and articles of association or constitution, its limited liability company agreement or operating agreement, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Capital Stock.

“Originator” means each Dutch Originator, Swiss Originator, German Originator and U.S. Originator, as the context requires.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a Security Interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Security Interest or Transaction Document).

“Other Eligible Country” means each of Egypt, India, South Korea, Taiwan and Turkey.

“Other Reserves” means effective as of five Business Days after the date of written notice from the Structuring Advisor to the Borrower of any determination thereof by the Structuring Advisor, such amounts as the Structuring Advisor, in its Permitted Discretion, may from time to time establish against the gross amounts of Eligible Receivables, to reflect risks or contingencies to the extent that such risks or contingencies (i) arise after the Closing Date and have not already been taken into account in the calculation of the Borrowing Base, (ii) reflect the impediments to the Collateral Agent’s ability to realize upon the Collateral or the amount that the Collateral Agent would likely receive upon the liquidation of the Collateral, (iii) arise as a result of or in connection with any negotiations between the Parent Guarantor or any of its Affiliates with Obligors in respect of the terms of any Contracts (whether existing as of the Closing Date or thereafter) (during which period the Structuring Advisor shall be available to discuss any such proposed reserve with the Borrower and the Borrower may take such action as may be required so that the event, condition or matter that is the basis for such reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Structuring Advisor), (iv) due but unpaid liabilities in respect of Taxes (whether

​

or not being contested) or (v) any actions, suits, proceedings, claims, investigations or disputes pending or threatened, at law, in equity, in arbitration or before any Governmental Authority against any Trinseo Party, in each case, subject to the following: (a) the amount of any Other Reserves shall have a reasonable relationship to the event, condition or other matter that is the basis for the establishment of such reserve or such modification thereto, and (b) no reserves shall be established or modified to the extent they are duplicative of reserves or modifications already accounted for through eligibility or other criteria (including the Advance Rate); provided that no such notice shall be necessary in the event an Amortization Event has occurred and is continuing.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except (i) any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment requested by any Trinseo Party) and (ii) any Luxembourg registration duties (droits d’enregistrement) payable in the case of voluntary registration of the Transaction Documents by a Secured Party with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, or registration of the Transaction Documents in Luxembourg when such registration is voluntary and not required to maintain, preserve, establish, evidence, prove or enforce the rights of a Secured Party under the Transaction Documents.

“Outstanding Balance” means, in relation to a particular Billed Receivable on a particular date, the total balance of the amounts outstanding thereunder, including any amounts in respect of Value Added Tax, and in relation to a particular Unbilled Receivable, means an amount equal to the Post Goods Issued Value of the product in question excluding any amounts in respect of any applicable Value Added Tax.

“Overadvance” means, on any date of determination, that the Aggregate Revolving Principal outstanding hereunder exceeds the lesser of (a) the Facility Limit as of such date and (b) the Borrowing Base as of such date.

“Parent Guarantor” means Trinseo Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 26, boulevard Royal, L - 2449 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Société, Luxembourg) under number B153582.

“Parent Guaranty” means the Parent Guaranty, dated as of the Closing Date, by the Parent Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties.

“Participant” has the meaning set forth in Section 10.7(a).

“Participant Register” has the meaning set forth in Section 10.7(a).

“Participating Member State” means each state so described in any EMU Legislation.

“Payment Date” means each Monthly Payment Date during the Revolving Period and each Business Day during the Liquidation Period.

​

“Percentage” means, as to any Lender, the ratio (expressed as a percentage) of its Revolving Commitment to the Aggregate Revolving Commitment.

“Permit” means any permit, approval, authorization, license, variance, registration or permission required from a Governmental Authority under an applicable Requirement of Law.

“Permitted Discretion” means a determination made in good faith and in the exercise of commercially reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Lien” means, with respect to any Person or its assets, (a) any Liens for current taxes, assessments, levies, fees and other government and similar charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP, (b) any Lien in favor of, or assigned to, the Collateral Agent (for the benefit of the Secured Parties) under the Transaction Documents and (c) any joint and several liability or any netting or set-off arrangement arising in each case by virtue of law, including pursuant to or in connection with the existence or formation of a fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or VAT purposes and (d) any bankers’ liens, rights of setoff and other similar liens existing solely with respect to cash on deposit in a Transaction Account to the extent such liens, rights of setoff and other similar liens are not terminated pursuant to a Control Agreement.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, any statutory committee, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any “employee benefit plan” (other than a Multiemployer Plan) within the meaning of Section 3(3) of ERISA that is maintained or is contributed to by a Trinseo Party or any ERISA Affiliate and is subject to Title IV of ERISA or the minimum funding standards under Section 412 of the Code or Section 302 of ERISA.

“Pool Balance” means, at any time, the U.S. Dollar Equivalent of the aggregate Outstanding Balance of all Eligible Receivables at such time that are Pool Receivables.

“Pool Receivable” means a Receivable that either (a) is for goods or services already rendered which have been invoiced in accordance with customary and historic practices or (b) is an Unbilled Receivable, in each case, which is included in the Receivables Pool.

“Potential Amortization Event” means an event which, with the passage of any applicable cure period or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means, on any date of determination, the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

​

“Purchase and Sale Agreements” means each of the Swiss Purchase and Sale Agreement, each Dutch Purchase and Sale Agreement, the U.S. Purchase and Sale Agreement and the German Purchase and Sale Agreement.

“Purchase Date” means, in respect of a Receivable and its Related Security, the date such Receivable is accepted by the Borrower pursuant to the relevant Purchase and Sale Agreement or, in the case of a sale of Receivables by the U.S. Originator to the U.S. Intermediate Transferor, the date such Receivable is sold or contributed.

“Purchased Receivable” means any Receivable which has been purchased by the Borrower or purchased by or contributed to the U.S. Intermediate Transferor, as applicable, pursuant to a Purchase and Sale Agreement, which remains outstanding and which has not been repurchased by the relevant Originator or U.S. Intermediate Transferor, as applicable pursuant to the relevant Purchase and Sale Agreement.

“Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator, the U.S. Intermediate Transferor or the Borrower (as assignee of an Originator or the U.S. Intermediate Transferor), which constitutes an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with the sale of goods or for services rendered, and includes, without limitation, the obligation to pay any service charges, finance charges, interest, late payment charges, fees and other charges with respect thereto.  Any such right to payment arising from any one transaction, including, without limitation, any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment arising from any other transaction.  Notwithstanding anything contained herein to the contrary, the term “Receivable” shall not include any Receivable the Obligor of which is an Excluded Obligor.

“Receivables Pool” means, at any time of determination, all of the then outstanding Receivables owned by the Borrower (which will not include, for the avoidance of doubt, any Receivable relating to an Excluded Obligor).

“Recipient” means the Administrative Agent or any Lender.

“Records” means, with respect to any Pool Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Register” has the meaning set forth in Section 10.2.

“Related Entity” has the meaning set forth in Section 5.1(m).

“Related Security” means, with respect to any Pool Receivable:

​

provided that the Related Security shall not include the Contract giving rise to such Pool Receivable.

​

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Senior Costs Amount Proportion” means, in respect of any Purchased Receivable, an amount equal to (i) the Senior Costs Amount for the Calculation Period in which a Collection in respect of such Receivable is multiplied by (ii) the fraction, the numerator of which is such Collection and the denominator of which is the aggregate of all Collections received in such Calculation Period.

“Relevant Territory” means (i) a member state of the European Communities (other than Ireland); or (ii) to the extent not a member state of the European Communities, a jurisdiction with which Ireland has an Irish Treaty in force by virtue of section 826(1) of the Irish Taxes Act or (iii) not being a territory referred to in (i) or (ii) above, a country with which Ireland has signed such an Irish Treaty which will have the force of law on completion of the procedures set out in section 826(1) of the Irish Taxes Act.

“Reportable Compliance Event” means that any Originator, the U.S. Intermediate Transferor or the Borrower becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enfor­cement officials, in connection with any Anti-Terrorism Laws or any predicate crime to any Anti-Terrorism Laws, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Laws.

“Required Reserves” means on any day during a month, the sum of (a) the Default Reserves, plus (b) by the Dilution Reserves, plus (c) the FX Reserves, plus (d) the Unbilled Reserves, plus (e) the Other Reserves.

“Requirement of Law” means, with respect to any Person, any domestic or foreign law, including all common and civil law and equity, all federal, state, provincial, territorial, local and foreign laws, rules and regulations, treaties, codes, orders, judgments, decrees and other legal requirements or determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Requisite Lenders” means, collectively, (a) Lenders having more than 50% of the aggregate outstanding amount of the Revolving Commitments or, after the Facility Termination Date, the Aggregate Revolving Principal and (b) so long as aggregate the Revolving Commitment of Lenders that are Affiliates of the Structuring Advisor is greater than 0% of the aggregate outstanding Revolving Commitments or, after the Facility Termination Date, the Aggregate Revolving Principal, such Lenders that are Affiliates of the Structuring Advisor.

“Responsible Officer” means, in respect of any Person, the chief executive officer, director, president, vice president, executive vice president, general counsel, chief operating officer, chief financial officer, treasurer, director of risk, secretary, assistant secretary, controller or assistant controller and any other officer or employee, as applicable, so designated by any of the foregoing officers or employees in a notice to the Administrative Agent. Any document

​

delivered hereunder that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Person, as applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person, as applicable.

“Review” has the meaning specified in Section 5.1(l) of this Agreement.

“Revolving Commitment” means, for each Lender, the commitment of such Lender to make Advances to the Borrower from time to time in an amount not to exceed (a) in the aggregate, the amount set forth opposite such Lender’s name on Schedule 1 to this Agreement, as such amount may be modified in accordance with the terms hereof and (b) with respect to any individual Advance hereunder, such Lender’s Percentage of the Aggregate Revolving Principal of the requested Advance, and “Revolving Commitments” means the Revolving Commitments of each Lender collectively.

“Revolving Period” means the period from and after the Closing Date to but excluding the Facility Termination Date.

“Sanctioned Country” means, at any time, a country or territory which is the target of comprehensive Sanctions (as of the date of this Agreement, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria).

“Sanctioned Person” means any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Switzerland (including the State Secretariat for Economic Affairs of Switzerland (SECO) and/or the Swiss Directorate of International Law (DIL)) or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person located, organized or resident in a Sanctioned Country, (c) any Person owned  or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Switzerland (including the State Secretariat for Economic Affairs of Switzerland (SECO) and/or the Swiss Directorate of International Law (DIL)), His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“SEC” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.

“Secured Parties” means each Lender, the Administrative Agent and the Collateral Agent.

“Security” means any Capital Stock, voting trust certificate, bond, debenture, note or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any

​

certificate of interest, share or participation in, or any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Borrower Obligations.

“Security Interest” has the meaning ascribed thereto in Article 9 of the UCC.

“Senior Costs Amount” means the amounts payable in items (b)(i) through (b)(x) of Section 2.1.

“Senior Loan Agreement” means the Credit Agreement, dated as of September 6, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof), among the Parent Guarantor, Trinseo Ireland Holdings Limited, Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., 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.

“Servicer” means each U.S. Servicer, Swiss Servicer, Dutch Servicer and German Servicer, as the context requires.

“Servicer Default” has the meaning set forth on Schedule 2.  

“Servicing Agreement” means the Dutch Servicing Agreement, the German Servicing Agreement, the Swiss Servicing Agreement or the U.S. Servicing Agreement, as the context requires.

“Settlement Date” means either (i) a Monthly Payment Date, (ii) each day on which a Daily Report is delivered or purchase price under a Purchase and Sale Agreement or U.S. Intermediate Transfer Agreement is paid; or  (iii) a Business Day during the Liquidation Period designated by the Administrative Agent as a “Settlement Date.”

“Shortfall Interest” means, an amount due with respect to the first Monthly Payment Date occurring after the last month of each Fiscal Quarter equal to the excess, if any, of (i) the Interest that would have accrued on the Minimum Outstanding Balance during the Fiscal Quarter then ending over (ii) the Interest that actually accrued on the Aggregate Revolving Principal from time to time outstanding during such Fiscal Quarter.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York or a successor administrator of the secured overnight financing rate.

“Solvency Certificate” means, (a) with respect to each Originator, the solvency certificate executed by an Originator in the form set out in Schedule 2 to the relevant Purchase and Sale Agreement, (b) with respect to the Borrower, the solvency certificate executed by the Borrower in the form set out in Exhibit VII hereto and (c) with respect to the Parent Guarantor, a certificate that the Parent Guarantor is Solvent (as defined in the Parent Guaranty).

“S&P” means S&P Global Inc., or its applicable subsidiary, or any successor by merger or consolidation to its business.

​

“Spot Rate” means, as of any date of determination, the spot rate for the purchase of U.S. Dollars with the applicable Foreign Currency as quoted by Bloomberg at approximately 11:00 a.m. (New York City time) on such date of determination.

“Structuring Advisor” has the meaning set forth in the preamble to this Agreement.

“Styron Security Trustee” has the meaning given to such term in the Existing Facility.  

“Subsidiary” or “Subsidiaries” of a Person means (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding Capital Stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a manager or managing member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries.

“Swiss Collateral Documents” means (i) the Swiss Security Assignment Agreement and (ii) any other document so designated by the Investment Manager and the Administrative Agent as a “Swiss Collateral Document”.

“Swiss Collection Accounts” means the Collection Accounts owned by the Swiss Originators, which receive Collections related to the Swiss Purchased Receivables sold by the Swiss Originators to the Borrower pursuant to the Swiss Purchase and Sale Agreement.  

“Swiss Control Agreement” means each Control Agreement over a Swiss Collection Account.

“Swiss Federal Tax Administration“ means the tax authorities referred to in article 34 of

the Swiss Federal Act on Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965, SR 642.21).

“Swiss Guidelines“ means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)” vom 22. September 1986), circular letter No. 47 in relation to bonds of 25 July 2019 (1-047-V-2019) (Kreisschreiben Nr. 47 “Obligationen” vom 25. Juli 2019), guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner), circular letter No. 46 of 24 July 2019 (1-046-VS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen” vom 24. Juli 2019), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011), the circular letter No. 15 of 3 October 2017 (1-015-DVS-

​

2017) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober 2017) and the notification regarding credit balances in groups (Mitteilung 010-DVS-2019 of February 2019 betreffend “Verrechnungssteuer: Guthaben im Konzern”), each as issued, and as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied in accordance with a tax ruling (if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.

“Swiss Non-Bank Rules” means, together, the Swiss Twenty Non-Bank Rule and the Swiss Ten Non-Bank Rule.

“Swiss Non-Qualifying Lender” means a person which does not qualify as a Swiss Qualifying Lender.

“Swiss Originator” means each of Trinseo Europe GmbH, incorporated in Switzerland and Trinseo Export GmbH, incorporated in Switzerland, each in its capacity as seller of Receivables to the Borrower under the Swiss Purchase and Sale Agreement, and shall include both such sellers or either of them, as the context may require.

“Swiss Purchase and Sale Agreement” means the Amended and Restated Receivables Purchase Agreement, dated as of the Closing Date (and as further as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), between the Swiss Originators, the Borrower, the Investment Manager and the Collateral Agent.

“Swiss Purchased Receivables” means the Receivables purchased by the Borrower on the terms of the Swiss Purchase and Sale Agreement.  

“Swiss Qualifying Lender“ means (a) a bank as defined in the Swiss Federal Code for Banks and Savings Banks dated 8 November 1934 (Bundesgesetz über die Banken und Sparkassen) as amended from time to time or (b) a person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all and in each case in accordance with the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Security Assignment Agreement” means the Swiss law governed security assignment agreement between the Borrower as assignor and the Collateral Agent as collateral agent relating to the assignment of the Swiss law governed Receivables.

“Swiss Servicer Report” means the Swiss Servicer's Daily Report or the Swiss Servicer's Monthly Report (as the case may be).

​

“Swiss Servicers” means each Person designated as such under the Swiss Servicing Agreement.  

“Swiss Servicers’ Daily Report” means any document prepared by a Swiss Servicer in accordance with clause 7.2 (Swiss Servicers' Daily Reports) of the Swiss Servicing Agreement.

“Swiss Servicers’ Monthly Report” means any document prepared by the Swiss Servicers and delivered to the Borrower and the Administrative Agent in accordance with clause 7.1 (Swiss Servicers' Monthly Reports) of the Swiss Servicing Agreement.  

“Swiss Servicing Agreement” means the Amended and Restated Swiss Servicing Agreement, dated as of the Closing Date (and as further as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), relating to the Swiss Purchased Receivables between the Borrower and the Swiss Servicers.

“Swiss Ten Non-Bank Rule“ means the rule that the aggregate number of Lenders other than Swiss Qualifying Lenders under this Agreement must not at any time exceed ten (10); in each case in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Transaction Documents” means (i) the Swiss Purchase and Sale Agreement, (ii) the Swiss Servicing Agreement, (iii) the Swiss Collateral Documents and (iv) any other document so designated by the Investment Manager and the Administrative Agent as a “Swiss Transaction Document”.

“Swiss Twenty Non-Bank Rule“ means the rule that the aggregate number of creditors other than Swiss Qualifying Lenders of Swiss Originator under all its outstanding debts relevant for the classification as debentures (Kassenobligation) (within the meaning of the Swiss Guidelines), must not at any time exceed twenty (20), in each case in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Withholding Tax“ means taxes imposed under the Swiss Withholding Tax Act.

“Swiss Withholding Tax Act“ means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euros.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007.

​

“Tax” or “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means the Term SOFR Reference Rate for a tenor of three months on the day (such day, the “Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such calendar month, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for such tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Term SOFR Determination Day; provided further that, if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Transaction Account” means each Collections Account and the Facility Account.

“Transaction Documents” means, collectively, this Agreement, the Purchase and Sale Agreements, the U.S. Intermediate Transfer Agreement, the Servicing Agreements, the Parent Guaranty, the Lender Fee Letter, each Collateral Document Agreement, the Agent Fee Letter, each Monthly Report, each Daily Report and all other instruments, documents, certificates, reports and agreements required to be executed and delivered pursuant hereto.

“Trigger Country” means each of Egypt and Turkey.

“Trinseo Ireland” means Trinseo Ireland Global IHB Limited, a company organized under the laws of Ireland.

“Trinseo Party” means the Borrower, the U.S. Intermediate Transferor, the Servicers and the Originators.

“Trinseo Reporting Party” means Trinseo Materials Operating S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 26, boulevard Royal, L – 2449 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Société Luxembourg) under number B153586, any successor company or in each case, any parent company thereof.  

​

“UCC” means the Uniform Commercial Code as in effect in the State of New York or, as the context may require, any other applicable jurisdiction.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unbilled Pool Balance” means, at any time, the U.S. Dollar Equivalent of the aggregate Outstanding Balance of all Eligible Receivables at such time that are Unbilled Receivables.

“Unbilled Purchase Rate” means the Purchase Rate.

“Unbilled Ratio” means, with respect to any Calculation Period, the ratio (expressed as a percentage) computed by dividing (a) the Unbilled Relevant Amount for such Calculation Period by (b) the maximum Outstanding Balance of all Unbilled Receivables outstanding during such Calculation Period.

“Unbilled Receivable” means each pool receivable satisfying the following criteria:

“Unbilled Relevant Amount” means, with respect to any Calculation Period, the U.S. Dollar Equivalent of the Outstanding Balance of all Unbilled Receivables that have been outstanding as Unbilled Receivables for a period of more than seven days after such Calculation Period.

“Unbilled Reserves” means, with respect to any Calculation Period, the greater of (a) 0.0% and (b) the product of (i) 2.0 multiplied by (ii) the Unbilled Pool Balance for such Calculation Period multiplied by the monthly average of the Unbilled Ratio for the immediately preceding 12 consecutive Calculation Periods.

“Undistributed Collections” means, on any Business Day, all unrestricted cash comprised of Collections or proceeds of Advances maintained by the Borrower in any Collection Account or the  Facility Account that has not been distributed under Sections 2.1(b) or 2.2(a) as of the end of such Business Day.

“Unused Facility Fees” has the meaning assigned thereto in Section 1.10.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced from time to time.

​

“U.S. Collateral Documents” means (i) each U.S. Control Agreement and (ii) any other document so designated by the Investment Manager and the Administrative Agent as a “U.S. Collateral Document”.

“U.S. Collection Accounts” means the Collection Accounts owned by each U.S. Originator, which receive Collections related to the U.S. Purchased Receivables.

“U.S. Control Agreement” means each Control Agreement with respect to a U.S. Collection Account.  

“U.S. Dollar Equivalent” means on any date on which a determination thereof is to be made, with respect to (a) any amount denominated in Dollars, such amount and (b) any amount denominated in a Foreign Currency, the Dollar equivalent of such Foreign Currency determined by reference to the Spot Rate determined as of such determination date.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Intermediate Transfer Agreement” means the Second Amended and Restated U.S. Intermediate Receivables Purchase Agreement, dated as of the Closing Date (and as further  amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), among the U.S. Intermediate Transferor, the Borrower and the Investment Manager.

“U.S. Intermediate Transferor” means Trinseo U.S. Receivables Company SPV LLC, a Delaware limited liability company.

“U.S. Intermediate Transferor Receivables Power of Attorney” means a power of attorney substantially in the form of Part A of Schedule 4 to the U.S. Purchase and Sale Agreement.

“U.S. Originator” means each of Trinseo LLC, a Delaware limited liability company, Altuglas LLC, a Delaware limited liability company, and Aristech Surfaces LLC, a Delaware limited liability company, each in their capacity as a U.S. Originator under and as defined in the U.S. Purchase and Sale Agreement.

“U.S. Person” means a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Purchase and Sale Agreement” means the Second Amended and Restated U.S. Receivables Purchase Agreement, dated as of the Closing Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), among the U.S. Originators, the U.S. Intermediate Transferor and the Investment Manager.

“U.S. Servicer Report” means the U.S. Servicer's Daily Report or the U.S. Servicer's Monthly Report (as the case may be).

​

“U.S. Servicers” means any Person designated as such under the U.S. Servicing Agreement.

“U.S. Servicers' Daily Report” means any document prepared by a U.S. Servicer in accordance with clause 7.2 (U.S. Servicers' Daily Reports) of the U.S. Servicing Agreement.

“U.S. Servicers' Monthly Report” means any document prepared by a U.S. Servicer in accordance with clause 7.1 (U.S. Servicers' Monthly Reports) of the U.S. Servicing Agreement.

“U.S. Servicing Agreement” means the Second Amended and Restated Servicing Agreement, dated as of the Closing Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof), among the U.S. Servicers, the U.S. Originators, the U.S. Intermediate Transferor, the Borrower and the Collateral Agent, relating to the U.S. Purchased Receivables.

“U.S. Transaction Documents” means:

“USD Receivable” means a Receivable denominated in Dollars.

“Value Added Tax' and 'VAT” shall be construed as a reference to value added tax under the laws of any jurisdiction.

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

​

​

​

EXHIBIT II-A

FORM OF BORROWING NOTICE

[Date]

Ladies and Gentlemen:

Reference is hereby made to the Credit and Security Agreement, dated as of July 18, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Styron Receivables Funding Designated Activity Company, a company incorporated in Ireland, as borrower (the “Borrower”), Trinseo Ireland Global IHB Limited, a company incorporated in Ireland, as the investment manager (the “Investment Manager”), the lenders from time to time party thereto as lenders (collectively, the “Lenders”), the Administrative Agent, GLAS Americas LLC, as collateral agent for the Secured Parties (the “Collateral Agent”) and KKR Credit Advisors (US) LLC, as structuring advisor (in such capacity, the “Structuring Advisor”). Capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent is hereby notified of the following requested Advance (the “Requested Advance”):

On the Borrowing Date, please transfer the aggregate requested amount in immediately available funds to the following account:

[Insert Wire Instructions]

The Borrower represents and warrants to the Administrative Agent and the Lenders that all information contained in the Daily Report attached hereto is true, correct and complete in all material respects, and that all amounts set forth therein have been calculated in accordance with the terms of the Credit Agreement.

In connection with the Requested Advance to be made on the above-specified Borrowing Date, Borrower hereby certifies that the following statements will be true and correct in all material respects on the Borrowing Date (after giving effect to the Requested Advance):

​

[This Borrowing Notice, and the Requested Advance contemplated hereby, is expressly conditioned upon the simultaneous effectiveness of [description of main transaction document] on the date of such Requested Advance, and this Borrowing Notice may be revoked or delayed by written notice to the Administrative Agent on or prior to such date if [main transaction document] is not effective on such date.]

[Signature Page Follows]

​

​

​

Very truly yours,

Styron Receivables Funding Designated Activity Company

​

By: _____________________________

Name: ___________________________

Title: ____________________________

​

​

​

EXHIBIT II-B

FORM OF WITHDRAWAL Notice

[Date]

GLAS Americas LLC (the “Collateral Agent”)

Ladies and Gentlemen:

Reference is hereby made to the Credit and Security Agreement, dated as of July 18, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Styron Receivables Funding Designated Activity Company, a company incorporated in Ireland, as borrower (the “Borrower”), Trinseo Ireland Global IHB Limited, a company incorporated in Ireland, as the investment manager (the “Investment Manager”), the lenders from time to time party thereto as lenders (collectively, the “Lenders”), the Administrative Agent, the Collateral Agent and KKR Credit Advisors (US) LLC, as structuring advisor (in such capacity, the “Structuring Advisor”). Capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent and Collateral Agent are hereby notified of the following requested Withdrawal:

The [Borrower][Investment Manager, on behalf of the Borrower,] represents and warrants to the Administrative Agent and the Lenders that all information contained in the Daily Report attached hereto is true, correct and complete in all material respects, and that all amounts set forth therein have been calculated in accordance with the terms of the Credit Agreement.

In connection with the Withdrawal to be made on the above-specified Withdrawal Date, Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the Withdrawal Date (before and after giving effect to the proposed Withdrawal):

[Signature Page Follows]

​

​

​

Very truly yours,

Styron Receivables Funding Designated Activity Company

​

By: _____________________________

Name: ___________________________

Title: ____________________________

​

​

​

​

EXHIBIT III

Borrower’s Chief Executive Office, REGISTERED OFFICE and Records Locations

​

​

​

​

EXHIBIT IV

Collection Accounts and Collection Banks

​

Collection Accounts and Collection Banks

​

​