Trinseo PLC

Current report (Form 8-K) · Jun 1, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

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TSEOQ

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 1, 2026

Overview Analysis Documents(9)Full text Exhibits(3)

EX-10.1 · tm2615985d1_ex10-1.htm

Type

EX-10.1

File

tm2615985d1_ex10-1.htm

Document text
EX-10.1 · tm2615985d1_ex10-1.htm EX-10.1 2 tm2615985d1_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT   Dated as of May 28, 2026   among   TRINSEO LUXCO S.À R.L., as Holdings and as Debtor and Debtor-in-Possession,   TRINSEO HOLDING S.À R.L., as the Lead Borrower and as a Debtor and Debtor-in-Possession,   TRINSEO MATERIALS FINANCE, INC., as the Co-Borrower and as a Debtor and Debtor-in-Possession,   THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Debtors and Debtors-in-Possession   THE LENDERS PARTY HERETO FROM TIME TO TIME   and   DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent         Table of Contents       Page       Article I Definitions and Accounting Terms 2 Section 1.01 Defined Terms 2 Section 1.02 Luxembourg Terms 44 Section 1.03 Swedish Terms 45 Section 1.04 Other Interpretive Provisions 46 Section 1.05 Accounting Terms 47 Section 1.06 Rounding 47 Section 1.07 References to Agreements, Laws, Etc. 47 Section 1.08 Times of Day 47 Section 1.09 Timing of Payment of Performance 47 Section 1.10 Pro Forma Calculations 48 Section 1.11 Currency Equivalents 48 Section 1.12 [Reserved] 48 Section 1.13 Cashless Settlement 48 Section 1.14 49 Section 1.15 Rates 49 Section 1.16 Finnish Provisions 49 Section 1.17 Cashless Roll 50       Article II The Commitments and Credit Extensions 50 Section 2.01 Term Loans 50 Section 2.02 Borrowings, Conversions and Continuations 52 Section 2.03 Letters of Credit 53 Section 2.04 [Reserved] 58 Section 2.05 Prepayments 58 Section 2.06 Reduction of Commitments 61 Section 2.07 Repayment of Loans 61 Section 2.08 Interest 61 Section 2.09 Payments 62 Section 2.10 Computation of Interest and Fees 63 Section 2.11 Evidence of Indebtedness 63 Section 2.12 Payments Generally 63 Section 2.13 Sharing of Payments 65 Section 2.14 [Reserved] 66 Section 2.15 [Reserved] 66 Section 2.16 [Reserved] 66 Section 2.17 [Reserved] 66 Section 2.18 [Reserved] 66 Section 2.19 Defaulting Lenders 66 Section 2.20 Borrower Obligations Joint and Several 67       Article III Taxes, Increased Costs Protection and Illegality 68 Section 3.01 Taxes 68 Section 3.02 Illegality 72 Section 3.03 Inability to Determine Rates 72 Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Benchmark Rate Loans 73 Section 3.05 [Reserved] 74   ( i )     Section 3.06 Matters Applicable to All Requests for Compensation 74 Section 3.07 Replacement of Lenders under Certain Circumstances 75 Section 3.08 Survival 76       Article IV Conditions Precedent to Credit Extensions 77       Section 4.01 First Credit Event 77 Section 4.02 All Credit Events 79       Article V Representations and Warranties 80 Section 5.01 Existence, Qualification and Power; Compliance with Laws 80 Section 5.02 Authorization; No Contravention 80 Section 5.03 Governmental Authorization; Other Consents 81 Section 5.04 Binding Effect 81 Section 5.05 Financial Statements; No Material Adverse Effect 81 Section 5.06 Litigation 82 Section 5.07 Ownership of Property; Liens 82 Section 5.08 Environmental Matters 82 Section 5.09 Taxes 82 Section 5.10 ERISA Compliance 83 Section 5.11 Subsidiaries; Equity Interests 83 Section 5.12 Margin Regulations; Investment Company Act 83 Section 5.13 Disclosure 84 Section 5.14 Labor Matters 84 Section 5.15 Intellectual Property; Licenses, Etc. 84 Section 5.16 [Reserved] 84 Section 5.17 Subordination of Junior Financing 84 Section 5.18 Collateral Documents 85 Section 5.19 Centre of Main Interest 85 Section 5.20 Pensions Act 85 Section 5.21 Commercial Benefit 85 Section 5.22 USA Patriot Act, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions 85 Section 5.23 Luxembourg Specific Representations 86 Section 5.24 Budget; Variance Report 86 Section 5.25 Orders 87 Section 5.26 Bankruptcy Matters 87       Article VI Affirmative Covenants 87 Section 6.01 Financial Statements 87 Section 6.02 Certificates; Other Information 88 Section 6.03 Notices 88 Section 6.04 Payment of Taxes 89 Section 6.05 Preservation of Existence, Etc. 89 Section 6.06 Maintenance of Properties 89 Section 6.07 Maintenance of Insurance 89 Section 6.08 Compliance with Laws 90 Section 6.09 Books and Records 90 Section 6.10 Inspection Rights 90 Section 6.11 Additional Collateral; Additional Guarantors 91 Section 6.12 Compliance with Environmental Laws 91 Section 6.13 [Reserved] 91   ( ii )     Section 6.14 Further Assurances 91 Section 6.15 [Reserved] 91 Section 6.16 [Reserved] 91 Section 6.17 Use of Proceeds 91 Section 6.18 Post-Closing Actions 92 Section 6.19 Compliance with Anti-Corruption Laws 92 Section 6.20 Liquidity 92 Section 6.21 Lender Calls 92 Section 6.22 Budget and Variance Reporting 92 Section 6.23 Milestones 93 Section 6.24 Bankruptcy Related Matters 93       Article VII Negative Covenants 94 Section 7.01 Liens 94 Section 7.02 98 Section 7.03 Indebtedness 98 Section 7.04 Fundamental Changes 102 Section 7.05 Dispositions 102 Section 7.06 Restricted Payments 104 Section 7.07 Change in Nature of Business 104 Section 7.08 Transactions with Affiliates 105 Section 7.09 Burdensome Agreements 106 Section 7.10 [Reserved] 107 Section 7.11 Prepetition Super HoldCo Credit Agreement 107 Section 7.12 Accounting Changes 107 Section 7.13 Prepayments, Etc. of Indebtedness 107 Section 7.14 Permitted Activities 108 Section 7.15 New Subsidiaries 109 Section 7.16 Permitted Variance; Liquidity 109 Section 7.17 Chapter 11 Cases 109       Article VIII Events of Default and Remedies 110 Section 8.01 Events of Default 110 Section 8.02 Remedies Upon Event of Default 116 Section 8.03 Application of Funds 116       Article IX Administrative Agent and Other Agents 117 Section 9.01 Appointment and Authorization of Agents 117 Section 9.02 Delegation of Duties 121 Section 9.03 Liability of Agents 121 Section 9.04 Reliance by Agents 121 Section 9.05 Notice of Default 121 Section 9.06 Credit Decision; Disclosure of Information by Agents 122 Section 9.07 Indemnification of Agents 122 Section 9.08 Agents in their Individual Capacities 123 Section 9.09 Successor Agents 123 Section 9.10 Administrative Agent May File Proofs of Claim 124 Section 9.11 Collateral and Guaranty Matters 125 Section 9.12 [Reserved] 126 Section 9.13 Appointment of Supplemental Agents 126 Section 9.14 [Reserved] 127   ( iii )     Section 9.15 Parallel Debt owed to Collateral Agent 127       Article X Miscellaneous 127 Section 10.01 Amendments, Etc. 127 Section 10.02 Notices and Other Communications; Facsimile Copies 129 Section 10.03 No Waiver; Cumulative Remedies 130 Section 10.04 Attorney Costs and Expenses 131 Section 10.05 Indemnification 132 Section 10.06 Payments Set Aside 132 Section 10.07 Successors and Assigns 133 Section 10.08 Confidentiality 137 Section 10.09 Setoff 138 Section 10.10 Interest Rate Limitation 138 Section 10.11 Counterparts 139 Section 10.12 Integration 139 Section 10.13 Survival of Representations and Warranties 139 Section 10.14 Severability 139 Section 10.15 GOVERNING LAW 139 Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY 141 Section 10.17 Binding Effect 141 Section 10.18 USA Patriot Act 141 Section 10.19 No Advisory or Fiduciary Responsibility 141 Section 10.20 Judgment Currency 142 Section 10.21 Certain Undertakings with Respect to any Securitization Subsidiary 143 Section 10.22 Order Control 143 Section 10.23 Certain ERISA Matters 143       Article XI Guarantee 145 Section 11.01 The Guarantee 145 Section 11.02 Obligations Unconditional 146 Section 11.03 Reinstatement 147 Section 11.04 Subrogation; Subordination 147 Section 11.05 Remedies 147 Section 11.06 Instrument for the Payment of Money 147 Section 11.07 Continuing Guarantee 147 Section 11.08 General Limitation on Guarantee Obligations 147 Section 11.09 Specific Limitation for Swiss Guarantors 147 Section 11.10 [Reserved] 149 Section 11.11 [Reserved] 149 Section 11.12 Specific Limitation for Luxembourg Guarantors 149 Section 11.13 Specific Limitation for Irish Guarantors 150 Section 11.14 Release of Guarantors 151 Section 11.15 Right of Contribution 151 Section 11.16 Keepwell 151 Section 11.17 Certain Dutch Guarantors 151 Section 11.18 Specific Limitations for Swedish Guarantors. 152 Section 11.19 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 152 Section 11.20 Specific Limitations for Finnish Guarantors 153   ( iv )     SCHEDULES           Schedule 1.01A -- Commitments Schedule 1.01B -- Existing Letters of Credit Schedule 1.01D -- Loan Parties Schedule 1.01E -- Existing Investments Schedule 1.01F(a) -- [Reserved] Schedule 1.01F(b) -- [Reserved] Schedule 1.01G -- Milestones Schedule 2.14 -- [Reserved] Schedule 4.01(b) -- [Reserved] Schedule 5.07 -- Ownership of Property Schedule 5.08(a) -- Environmental Matters Schedule 5.11 -- Subsidiaries; Equity Interests Schedule 6.18 -- Post-Closing Actions Schedule 7.01(b) -- Existing Liens Schedule 7.03(b) -- Existing Indebtedness Schedule 7.08 -- Transactions with Affiliates Schedule 7.09 -- Certain Contractual Obligations Schedule 10.02 -- Notices and Other Communications   EXHIBITS           Form of           Exhibit A -- Committed Loan Notice Exhibit B -- [Reserved] Exhibit C-1 -- Term Note Exhibit D -- [Reserved] Exhibit E -- Assignment and Assumption Exhibit F -- Pledge and Security Agreement Exhibit G -- [Reserved] Exhibit H -- Guarantor Joinder       Annex I Initial Budget     ( v )     SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT   This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT is entered into as of May 28, 2026, (as amended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”), among TRINSEO HOLDING S.À R.L., a private limited liability company ( société à responsabilité limitée ), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“ RCS ”) under number B 153582 (“ Trinseo SARL ” or the “ Lead Borrower ”), as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), TRINSEO LUXCO S.À R.L., a private limited liability company ( société à responsabilité limitée ), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153577 (“ Holdings ”), as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), TRINSEO MATERIALS FINANCE, INC., a Delaware corporation, as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below) (the “ Co-Borrower ”, together with the Lead Borrower, the “ Borrowers ” and each, a “ Borrower ”), the Guarantors party hereto from time to time, as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), the Lenders party hereto from time to time (collectively, the “ Lenders ” and individually, a “ Lender ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.   PRELIMINARY STATEMENTS   On May 26, 2026 (the “ Petition Date ”), Holdings and certain of its Affiliates, in their capacities as debtors and debtors in possession (Holdings and such Affiliates, each as set forth under the heading “OpCo Debtors” on Schedule 1.01D , collectively, the “ OpCo Debtors ”, and, each, an “ OpCo Debtor ”) filed voluntary petitions with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Bankruptcy Court ”) initiating their respective jointly administered cases under Chapter 11 of the Bankruptcy Code (Case No. 26-90545) (collectively, the “ Chapter 11 Cases ”), and each OpCo Debtor has continued and is continuing in the possession of its assets and management of its business pursuant to Sections 1107 and 1108 of the Bankruptcy Code;   The Borrowers have requested that Lenders provide the Borrowers with a senior secured super-priority priming term loan debtor-in-possession credit facility (the “ DIP Facility ”), consisting of (a) (i) New Money Commitments funded by the Lenders on the Closing Date and (ii) the New Money Commitments funded by the Lenders after the Closing Date in accordance with the terms and conditions of this Agreement and the DIP Orders, and (b) Prepetition Superpriority Secured Obligations that will be deemed “rolled up” as term loans hereunder at a ratio of two dollars of Roll-Up Term Loans for every one dollar of New Money Commitments funded by the Lenders, in each case, pursuant to the terms, and subject to the conditions set forth, in this Agreement and the DIP Orders.   The Lenders are willing to make term loans to the Borrowers, subject to the terms and conditions set forth in this Agreement and the DIP Orders; and   The Obligations of the Borrowers are guaranteed by the Guarantors and, secured by Liens on the Collateral, in each case, as set forth in, and subject to, the Loan Documents and the DIP Orders.   In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:   ( 1 )   Article I   Definitions and Accounting Terms   Section 1.01       Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:   “ ACRA ” means the Accounting and Corporate Regulatory Authority of Singapore.   “ Ad Hoc Group ” means that certain ad hoc group of Prepetition Superpriority Lenders represented by Paul Hastings LLP and PJT Partners LP.   “ Ad Hoc Group’s Advisors ” means, collectively, (i) Paul Hastings, LLP, as counsel to the Ad Hoc Group, (ii) PJT Partners LP, as financial advisor to the Ad Hoc Group, in accordance with the terms of that certain fee letter effective as of April 20, 2026, and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys, financial advisors or professionals retained by or on behalf of the Ad Hoc Group (including the retention of any such professionals made by Paul Hastings).   “ Adequate Protection Provisions ” means the provisions in the Interim DIP Order or, once entered, in the Final DIP Order, granting adequate protection to the Prepetition OpCo Secured Parties and Prepetition Superpriority Secured Parties.   “ Adjusted Term SOFR ” means, the rate per annum equal to (a) Term SOFR for such calculation plus (b) solely with respect to the Roll-Up Term Loans, the Term SOFR Adjustment; provided that, in no event shall the Adjusted Term SOFR be less than the applicable Floor.   “ Administrative Agent ” means DBNY, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.   “ Administrative Agent’s Office ” means the Administrative Agent’s address and account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.   “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.   “ Affected Financial Institution ” has the meaning set forth in Section 11.19 .   “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.   “ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.   “ Agent Fee Letter ” means that certain fee letter, dated as of May 28, 2026, by and between the Borrowers and the Administrative Agent, as amended, amended and restated, supplemented or otherwise modified from time to time   “ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).   “ Aggregate Commitments ” means the New Money Commitments of all the Lenders.   ( 2 )   “ Agreement ” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.   “ Altuglas ” means Altuglas LLC, a Delaware limited liability company.   “ AML Laws ” means the Bank Secrecy Act, as amended by the USA Patriot Act, and all laws, rules, and regulations of any jurisdiction in which any Loan Party or any Subsidiary is located or is doing business from time to time concerning or relating to anti-money laundering and ensuring that all sources of funding are lawful and identifiable.   “ Annual Financial Statements ” means the audited consolidated balance sheets and related statements of comprehensive income, shareholders’ equity and cash flows of Parent and its Subsidiaries for the fiscal years ended December 31, 2025.   “ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.   “ Applicable Margin ” means a percentage per annum equal to:   (a) with respect to the New Money Term Loans maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and   (b) with respect to Roll-Up Term Loans (2026 Bridge) maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and   (c) with respect to Roll-Up Term Loans (Rev) maintained as: (i) Base Rate Loans, 1.25% and (ii) SOFR Rate Loans and Letter of Credit fees, 2.25%.   “ Applicable Period ” means, (i) with respect to any Variance Report Deadline occurring on a Variance Covenant Test Date, the two-week period consisting of the calendar week ending on the Sunday immediately preceding such Variance Report Deadline and (ii) otherwise, the calendar week immediately preceding such week, in each case, as set forth in the then-current Approved Budget.   “ Appropriate Lender ” means (a) at any time with respect to Loans of any Class, the Lenders of such Class, and (b) with respect to Letters of Credit, the relevant L/C Issuers.   “ Approved Bank ” has the meaning set forth in clause (c) of the definition of “ Cash Equivalents ”.   “ Approved Fund ” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.   “ Aristech ” means Aristech Surfaces LLC, a Kentucky limited liability company.   “ Aristech and Altuglas IP ” means any IP Rights necessary to operate the businesses of Aristech and Altuglas as set forth on Schedule 5.15 of the Prepetition Superpriority Credit Agreement.   “ Aristech and Altuglas License Agreements ” means (a) the Amended and Restated Technology License Agreement, dated January 1, 2022, entered into between Trinseo Europe, as licensor, and Altuglas, as licensee, with respect to the use of IP Rights that are necessary to operate the businesses of Altuglas, and (b) the Technology License Agreement, dated September 1, 2021, entered into between Trinseo Europe, as licensor, and Aristech, as licensee, with respect to the use of IP Rights that are necessary to operate the businesses of Aristech.   ( 3 )   “ ASIC ” means the Australian Securities and Investments Commission.   “ Assignees ” has the meaning set forth in Section 10.07(b) .   “ Assignment and Assumption ” shall mean an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.07 ), in the form of Exhibit E or any other form approved by the Administrative Agent and the Lead Borrower.   “ Associate ” means (i) any Person of which the Lead Borrower or its Restricted Subsidiaries are the legal and beneficial owners of between 20% and 50% of all outstanding voting Equity Interests and (ii) any joint venture entered into by the Lead Borrower or any Restricted Subsidiary of the Lead Borrower.   “ Attorney Costs ” means and includes all reasonable, documented fees, expenses and disbursements of any law firm or other external legal counsel required to be reimbursed by any Loan Party pursuant to the terms of any Loan Document.   “ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.   “ Auditors ” means a firm of recognized international auditors.   “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.   “ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.   “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by DBNY as its “prime rate” and (c) the applicable Benchmark Rate for an Interest Period of one month commencing on such day plus 1.00% per annum. The “prime rate” is a rate set by DBNY based upon various factors including DBNY costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.   “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.   “ Base Rate Term SOFR Determination Day ” has the meaning specified in the definition of “Term SOFR”.   “ Benchmark Rate ” means Adjusted Term SOFR.   “ Benchmark Rate Loan ” means a Loan that bears interest at a rate based on the Benchmark Rate whether denominated in Dollars.   “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.   “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.   “ Beneficiary ” has the meaning set forth in Section 1.03(c) .   ( 4 )   “ Board of Directors ” means, for any Person, the board of directors, the general partner or other governing body of such Person or, if such Person does not have such a board of directors, general partner or other governing body and is owned or managed by a single entity, the Board of Directors or board of managers ( conseil de gérance ) of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Lead Borrower.   “ Borrower ” has the meaning provided in the introductory paragraph hereof.   “ Borrower Retained Prepayment Amounts ” has the meaning set forth in Section 2.05(b)(vii) .   “ Borrowing ” means a Term Borrowing.   “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Luxembourg or the State where the Administrative Agent’s Office with respect to Loans denominated in Dollars is located.   “ Calculation Date ” shall mean (a) the first Business Day of each calendar month and (b) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.   “ Capital Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Lead Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Lead Borrower and its Restricted Subsidiaries.   “ Capitalized Leases ” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.   “ Captive Insurance Subsidiary ” means any Subsidiary of the Lead Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).   “ Carve-Out ” has the meaning assigned to such term in the Interim DIP Order (with respect to the period prior to the entry of the Final DIP Order) or the Final DIP Order (from and after the date on which the Final DIP Order is entered).   “ Cash Collateral ” has the meaning specified in Section 2.03(g) .   “ Cash Collateral Account ” means a blocked account at DBNY (or another commercial bank selected in compliance with Section 9.09 ) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.   “ Cash Collateralize ” has the meaning specified in Section 2.03(g).   “ Cash Equivalents ” means any of the following types of Investments:   (a)           (i) Dollars, Pounds Sterling, Canadian Dollars or Euros; or (ii) any other currency held by the Lead Borrower and its Restricted Subsidiaries from time to time in the ordinary course of business;   ( 5 )   (b)           readily marketable obligations issued or directly and fully Guaranteed or insured by the United States or Canadian governments or, in each case, any agency or instrumentality of thereof ( provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than 24 months from the date of acquisition;   (c)           certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances issued by any (i) Lender or (ii) (a) commercial bank or trust company bank that is organized under the Laws of the United States, any state thereof or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District of Columbia and is a member of the Federal Reserve System, and (b) has combined capital and surplus in excess of $100,000,000 (any such Persons referenced in the foregoing clauses (i) and (ii) being an “ Approved Bank” ), in each case with maturities not exceeding 24 months from the date of acquisition thereof;   (d)           repurchase obligations for underlying securities of the types described in clauses (b) and (c) entered into with any Approved Bank;   (e)           commercial paper and variable or fixed rate notes rated at the time of acquisition thereof at least “A-2” (or the equivalent thereof by S&P) or “P-2” (or the equivalent thereof by Moody’s) or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization (if both of the two named rating agencies cease publishing ratings of investments) or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within 24 months after the date of acquisition thereof;   (f)            readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America, any province of Canada or any other foreign government or any political subdivision or taxing authority thereof, in each case, having an investment grade rating from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than 24 months from the date of acquisition;   (g)           bills of exchange issued in the United States or Canada eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);   (h)           Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA– (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;   (i)            for purposes of Section 7.05(f) , the marketable securities portfolio owned by the Lead Borrower and its Subsidiaries on the Closing Date;   (j)            Investments, classified in accordance with GAAP as current assets, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $100,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (h) of this definition;   (k)           instruments equivalent to those referred to in clauses (a) through (h) above and clause (j) above denominated in Euros or any other currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and   ( 6 )   (l)            any interest in any investment funds investing at least 90% of their assets in instruments of the type specified in clauses (a) through (h) above and clauses (j) and (k) above.   “ Cash Management Obligations ” means obligations owed by the Lead Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.   “ Cash Management Practices ” means (a) the ordinary course cash management practices of the Lead Borrower and its Subsidiaries as in effect prior to the Closing Date, including with respect to the ordinary course cash management practices related to the funding, sweeping or transferring of cash in accordance with that certain Amended and Restated Cash Pooling Agreement, dated as of May 22, 2023 and effective as of December 31, 2022 and (b) capital contributions made by or to the Lead Borrower and its Subsidiaries to satisfy minimum capitalization or solvency requirements under local law; provided that such contribution must be made for legitimate business purposes and not made for the purposes of adversely affecting the credit position of the Lenders.   “ Casualty Event ” means any event that gives rise to the receipt by the Lead Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.   “ Chapter 11 Plan ” means any plan of reorganization or liquidation (as the case may be).   “ Chapter 11 Plan Effective Date ” means, with respect to any Chapter 11 Plan, the effective date of such Chapter 11 Plan, which has been confirmed by an order entered by the Bankruptcy Court.   “ Class ” (a) when used with respect to Commitments or Loans, refers to those of such Commitments or Loans that have the same terms and conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Commitments or Loan, or differences in tax treatment (e.g. “fungibility”)); provided that such Commitments or Loans may be designated in writing by the Lead Borrower and Lenders holding such Commitments or Loans as a separate Class from other Commitments or Loans that have the same terms and conditions and (ii) with respect to Lenders, those of such Lenders that have Commitments or Loans of a particular Class.   “ Closing Date ” means May 28, 2026.   “ Closing Date Guarantors ” means Holdings and each Subsidiary of Holdings (other than the Borrowers) listed on Schedule 1.01D that is party to this Agreement on the Closing Date.   “ Co-Borrower ” has the meaning provided in the introductory paragraph hereof.   “ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations related thereto.   “ Collateral ” means the “Collateral” as defined in the Pledge and Security Agreement, the “OpCo DIP Collateral” as defined in the DIP Orders, and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document and the DIP Orders provided that in no event shall any Excluded Asset constitute Collateral.   “ Collateral Agent ” means DBNY, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.   “ Collateral and Guarantee Requirement ” means, at any time, the requirement that:   ( 7 )   (a)           on the Closing Date, the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the Closing Date pursuant to Section 4.01 , subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party thereto; and   (b)           after the Closing Date, each Subsidiary of Parent listed on Schedule 1.01D (other than any Excluded Subsidiary) shall become a Guarantor and signatory to this Agreement pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 and a party to the respective Collateral Documents in accordance with Section 6.11 or 6.18 .   Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:   (i)            The foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to, Excluded Assets;   (ii)           [reserved]; and   (iii)          Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.   “ Collateral Documents ” means, collectively, the Security Agreement, the DIP Orders, each of the local law security and pledge agreements entered into by Foreign Guarantors from time to time, collateral assignments, security agreement, pledge agreements, or other similar agreements delivered to the Administrative Agent pursuant to Sections  4.01 , 6.11 or 6.14 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent and/or the Collateral Agent (as relevant), in each case for the benefit of the Secured Parties.   “ Commitment ” means, with respect to each Lender, such Lender’s New Money Commitments and L/C Commitment.   “ Commitment Letter ” means that certain Commitment Letter – OpCo Debtor-in-Possession Facility, dated as of May 13, 2026, by and among Holdings, the Borrowers and the Commitment Parties (as defined therein) party thereto, as amended, amended and restated, supplemented or otherwise modified from time to time.   “ Committed Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans denominated in Dollars from one Type to the other, or (c) a continuation of Benchmark Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A .   “ Compensation Period ” has the meaning set forth in Section 2.12(c)(ii) .   “ Conforming Changes ” means with respect to the use or administration of Term SOFR, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of Term SOFR and to permit the 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 that no market practice for the administration of Term SOFR exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).   ( 8 )   “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.   “ 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 ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.   “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.   “ DBNY ” means Deutsche Bank AG New York Branch, in its individual capacity, and any successor thereto by merger, consolidation or otherwise.   “ Debtor Relief Laws ” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, winding up, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.   “ Declined Proceeds ” has the meaning set forth in Section 2.05(b)(vii) .   “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.   “ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2.00% per annum; provided that, with respect to a Benchmark Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.   “ Defaulting Lender ” means, subject to Section 2.20(b) , any Lender that, as reasonably determined by the Administrative Agent (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations, which refusal or failure is not cured within one Business Day after the date of such refusal or failure, (b) has notified the Lead Borrower or Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b) ) upon delivery of written notice of such determination to the Lead Borrower, L/C Issuer and each Lender.   ( 9 )   “ Delayed Draw New Money Closing Date ” means the date of any Borrowing of Delayed Draw New Money Term Loans in accordance with Sections 2.01(a)  and 4.03 .   “ Delayed Draw New Money Term Loans ” has the meaning set forth in Section 2.01(a).   “ Designated Lenders ” means, collectively, (a) certain funds and accounts managed by Angelo, Gordon & Co. or one or more entities owned by such funds or accounts, (b) certain funds or accounts managed by Oaktree Capital Management, L.P. or one or more entities owned by such funds or accounts and (c) certain funds or accounts managed by Apollo Capital Management, L.P. or one or more entities owned by such funds or accounts.   “ Designated Real Property ” means any real property owned or leased by any Loan Party as of the Closing Date that is located in the Federal Republic of Germany or Switzerland.   “ DIP Orders ” means, collectively, the Interim DIP Order and the Final Order and separately, the Interim DIP Order or the Final DIP Order, as the context requires.   “ DIP Superpriority Claims ” means the superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each of the OpCo Debtors, on a joint and several basis, which claims, subject to the Carve-Out, shall have priority over any and all other administrative expense claims against the OpCo Debtors and their estates, now existing or hereafter arising, including, without limitation, administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.   “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the issuance of Equity Interests by Holdings shall not constitute a Disposition by Holdings.   “ Disbursements Variance ” has the meaning set forth in Section 6.22(ii) .   “ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Lead Borrower (or any Parent) or any of its Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Lead Borrower or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.   ( 10 )   “ Dollar ” and “ $ ” mean lawful money of the United States.   “ Dollar Amount ” means, at any time:   (a)           with respect to any Loan denominated in Dollars, the principal amount thereof then outstanding (or in which such participation is held);   (b)           with respect to any Loan denominated in Euros, the Dollar Equivalent of the principal amount thereof then outstanding in Euros; and   (c)           with respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if denominated in an Alternative Currency, the Dollar Equivalent of the amount thereof.   “ Dollar Equivalent ” means, on any date of determination, with respect to any amount in a currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.12 using the Exchange Rate with respect to such currency at the time in effect in accordance with the provisions of Section 1.12 .   “ Domestic Subsidiary ” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.   “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.   “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.   “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.   “ Eligible Assignee ” has the meaning set forth in Section 10.07(a) .   “ 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.   “ Environment ” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.   “ Environmental Laws ” means any applicable Law, including common law, relating to the prevention of pollution or the protection of the environment and natural resources, or to the protection of human health and safety as it relates to the environment.   ( 11 )   “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.   “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required by any Environmental Law.   “ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).   “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.   “ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.   “ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan, the insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt of any Loan Party, Restricted Subsidiary or any ERISA Affiliate, of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the filing of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance on a Loan Party or Restricted Subsidiary or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA by a Loan Party or Restricted Subsidiary, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to a Pension Plan which could reasonably be expected to result in liability to a Loan Party or any Restricted Subsidiary; or (h) the incurring of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.   “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.   “ Euros ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.   “ Event of Default ” has the meaning specified in Section 8.01 .   ( 12 )   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.   “ Exchange Rate ” shall mean on any day, for purposes of determining the Dollar Equivalent of any other currency, the rate at which such other currency may be exchanged into Dollars as set forth at approximately 11:00 a.m., London time, on such day on the Reuters ECB page 37 for such currency. In the event that such rate does not appear on the Reuters ECB page 37, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. in such market on such date for the purchase of Dollars for delivery two (2) Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.   “ Excluded Asset ” means (i) any security deposits in respect of non-residential real property leases of the Loan Parties, (ii) governmental licenses or state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under applicable laws (including, without limitation, rules and regulations of any governmental authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization, other than (A) to the extent such limitation is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (B) with respect to any OpCo Debtor, to the extent such limitation is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding such limitation, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (iii) any particular asset or right under contract, if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or regulation (including any requirement thereunder to obtain the consent of any governmental or regulatory authority), or third party (i.e., other than Parent, the Borrowers or any of their respective Subsidiaries), so long as any agreement with such third party that provides for such prohibition or restriction was not entered into in contemplation of the acquisition of such assets or entering into of such contract or for the purpose of creating such prohibition or restriction, other than (A) to the extent such prohibition or restriction is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition or restriction and (B) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition or restriction, (iv) (A) margin stock, (B) [reserved], and (C) Equity Interests in any non-wholly owned Restricted Subsidiaries and any entities which do not constitute Subsidiaries, other than to the extent such prohibition or restriction is rendered ineffective under the UCC or, other applicable law, including the Bankruptcy Code, or the DIP Order but only to the extent that (x) the organizational documents or other agreements with other equity holders of such non-wholly owned Restricted Subsidiary or other entity do not permit or restrict the pledge of such Equity Interests (to the extent such restriction exists on the Closing Date or on the date of acquisition of such non-wholly owned Restricted Subsidiary or the Equity Interests in such entity so long as such restriction was not entered into in contemplation of the acquisition of such Equity Interests), or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such non-wholly owned Restricted Subsidiary or other entity, (v) any lease, license or agreement or any property subject to a purchase money security interest, capital lease obligations or similar arrangement, in each case, to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than Parent, any Loan Party or any Subsidiary of a Loan Party), other than (A) to the extent such provision is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provision, (B) with respect to any OpCo Debtor, to the extent such provision is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding such provision, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provisions, (vi) any property or assets for which the creation or perfection of pledges of, or security interests in such property or assets pursuant to the Loan Documents would result in material adverse tax consequences to the Parent, the Lead Borrower or any of their Subsidiaries, as reasonably determined by the Lead Borrower and the Required Lenders, (vii) [reserved], (viii) any funds held in (A) the Reserve Account (as defined in the DIP Orders) or (B) the Adequate Assurance Account (as defined in the DIP Orders) (the accounts in subclauses (A) and (B), collectively, the “ Excluded Accounts ”); provided that any reversionary interests in any funds held in the Excluded Accounts shall constitute Collateral, (ix) for any Loan Party that is not an OpCo Debtor, all assets of such Loan Party that would not constitute “Collateral” as defined in the Prepetition OpCo Loan Documents, (x) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (xi) assets in circumstances where the cost, consequences or burden of obtaining a security interest in such assets, including, without limitation, the cost of title insurance, surveys or flood insurance (if necessary) would outweigh the practical benefit to the Lenders afforded thereby as reasonably determined by the Lead Borrower and the Required Lenders, (xii) any particular assets if it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention with their fiduciary duties and/or of civil or criminal liability (unless there is customary limitation language agreed between the Lead Borrower and the Administrative Agent) for, inter alia, (x) the Swedish Guarantors or the (y) the Finnish Guarantors, and (xiii) the Securitization Assets, including, for the avoidance of doubt, any bank accounts pledged pursuant to a Permitted Securitization; provided , that all proceeds and products of Excluded Assets shall not constitute Excluded Assets and shall constitute Collateral unless such proceeds are specifically excluded as one of the foregoing items.   ( 13 )   “ Excluded Subsidiary ” means any Subsidiary where the Required Lenders and the Lead Borrower agree that the cost of obtaining a Guarantee by such Subsidiary would be excessive in light of the practical benefit to the Lenders afforded thereby.   “ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).   ( 14 )   “ Excluded Taxes ” has the meaning set forth in Section 3.01(a) .   “ Existing Letters of Credit ” means any letters of credit outstanding on the Closing Date and described on Schedule 1.01B .   “ Facility ” means a given Class of Term Loans, as the context may require.   “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, and any agreement pursuant to the implementation of the above with the United States Internal Revenue Service, the United States government or any governmental or taxation authority in the United States, including the Agreement between the Government of the United States of America and the Government of the Grand Duchy of Luxembourg to Improve International Tax Compliance and with respect to The United States information reporting provisions commonly known as the Foreign Account Tax Compliance Act, and any rules, regulations or guidance enacted thereunder or official interpretations thereof.   “ fair market value ” means (a) except as otherwise provided in clause (b) below, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Lead Borrower in good faith and (b) with respect to Securitization Assets, the current value that would be attributed to such Securitization Assets by an independent and unaffiliated third party purchasing the Securitization Assets in an arms-length sale transaction, as determined in good faith by the board of managers ( conseil de gérance ) of the Lead Borrower.   “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to DBNY on such day on such transactions as determined by the Administrative Agent and (c) if such rate per annum as otherwise determined in accordance with the provisions above is less than zero, then the Federal Funds Rate shall be deemed to be zero.   “ Final DIP Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other matters, (i) the Loan Parties’ entry into the Loan Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the OpCo Debtors and the granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of OpCo Cash Collateral (as defined in the Final DIP Order), and (v) the granting of adequate protection to the Prepetition OpCo Secured Parties.   “ Final Roll-Up Term Loans ” has the meaning set forth in Section 2.01(b) .   “ Finnish Collateral ” has the meaning set forth in Section 1.16 .   “ Finnish Companies Act ” has the meaning set forth in Section 11.20 .   ( 15 )   “ Finnish Party ” has the meaning set forth in Section 1.16 .   “ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.   “ First Day Orders ” shall mean all material orders entered by the Bankruptcy Court pursuant to motions filed on or about the Petition Date by the Debtors. The First Day Orders must be reasonably acceptable to the Required Lenders.   “ Flood Laws ” means collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.   “ Floor ” means (i) with respect to the Term Loans, a rate of interest equal to 3.00% and (ii) with respect to the Roll-Up Loan (Rev), a rate of interest equal to 0.00%.   “ Foreign Pension Plan ” means any occupational pension plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to or maintained outside the United States on a voluntary basis by any Loan Party (other than a Luxembourg Loan Party) or any Restricted Subsidiary, as a single employer or as part of a group of employers, primarily for the benefit of employees of any Loan Party or any Restricted Subsidiary residing outside the United States, which plan, fund or other similar program provides, retirement income, and which plan is not subject to ERISA or the Code.   “ Foreign Guarantors ” means each Guarantor that is not a Domestic Loan Party.   “ Foreign Loan Party ” means any Loan Party that is not a Domestic Loan Party.   “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.   “ Four Party Intercreditor Agreement ”means that certain Intercreditor Agreement, dated as of the January 17, 2025, by and among (i) Deutsche Bank AG New York Branch, as the administrative agent and collateral agent for the lenders under the Prepetition Superpriority Revolving Credit Agreement, (ii) Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the lenders under the Prepetition OpCo Credit Agreement, (ii) Alter Domus (US) LLC, as collateral agent under the Prepetition Super Holdco Credit Agreement, as amended, amended and restated, modified or supplemented from time to time, and (iv) Alter Domus (US) LLC, as collateral agent under the Prepetition Second Lien Notes Indenture, as amended, amended and restated, modified or supplemented from time to time.   “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.   “ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s Pro Rata Share or other applicable share provided under this Agreement of the Outstanding Amount of L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.   “ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.   “ Funded Debt ” means all Indebtedness of the Lead Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.   ( 16 )   “ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided , however , that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.   “ German Guarantor ” means a Guarantor incorporated under the laws of Germany as a GmbH.   “ German Insolvency Event ” means (i) that an entity organized in the Federal Republic of Germany is unable to pay its debts as they fall due within the meaning of Section 17 (“ Zahlungsunfähigkeit ”) of the German Insolvency Code ( Insolvenzordnung ), or (ii) an entity organized in the Federal Republic of Germany is overindebted within the meaning of Section 19 (“ Überschuldung ”) of the German Insolvency Code ( Insolvenzordnung ). In addition, “German Insolvency Event” will include, for any German Loan Party, a petition for insolvency proceedings in respect of the assets ( Antrag auf Eröffnung eines Insolvenzverfahrens ) of the respective German Loan Party is filed and has not been rejected on the grounds of inadmissibility, unless such filing is frivolous or without any merit.   “ German Loan Party ” means any Loan Party organized under German Law.   “ German Security ” has the meaning set forth in Section 9.01(d) .   “ GmbH ” means a German limited liability company ( Gesellschaft mit beschränkter Haftung ).   “ GmbHG ” means the German Limited Liabilities Companies Act ( Gesetz betreffend die Gesellschaften mit beschränkter Haftung ).   “ Governmental Authority ” means any nation or government, the European Union, any state, provincial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (and shall include the European Central Bank).   “ Granting Lender ” has the meaning specified in Section 10.07(j) .   “ Guarantee ” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business or consistent with past practice, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.   ( 17 )   “ Guaranteed Obligations ” has the meaning specified in Section 11.01 .   “ Guarantor Joinder ” means a joinder agreement substantially in the form of Exhibit H hereto.   “ Guarantors ” means each Closing Date Guarantor, those Subsidiaries of Holdings that have issued a Guarantee after the Closing Date pursuant to Section 6.18 and those Subsidiaries that have issued a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11 .   “ Guaranty ” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.   “ Hazardous Materials ” means all materials, pollutants, contaminants, chemicals, wastes or any other substances, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, electromagnetic radio frequency or microwave emissions, that are listed, classified or regulated as hazardous or toxic, or any similar term, pursuant to any Environmental Law.   “ Holdco ” means Holdings and any Intermediate Holding Company.   “ Holdings ” has the meaning set forth in the introductory paragraph to this Agreement.   “ Hong Kong ” means Hong Kong Special Administrative Region of the People's Republic of China.   “ Honor Date ” has the meaning set forth in Section 2.03(c)(i).   “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following:   (a)           all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;   (b)           the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;   (c)           net obligations of such Person under any Swap Contract;   (d)           all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid within thirty (30) days after becoming due and payable and (iii) liabilities accrued in the ordinary course);   ( 18 )   (e)           indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;   (f)            all Attributable Indebtedness;   (g)           all obligations of such Person in respect of Disqualified Equity Interests to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and   (h)           to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.   For all purposes hereof, the Indebtedness of any Person shall, in the case of the Lead Borrower and its Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.   “ Indemnified Liabilities ” has the meaning set forth in Section 10.05 .   “ Indemnified Taxes ” has the meaning set forth in Section 3.01(a) .   “ Indemnitees ” has the meaning set forth in Section 10.05 .   “ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Lead Borrower, qualified to perform the task for which it has been engaged and that is independent of the Lead Borrower and its Affiliates.   “ Information ” has the meaning set forth in Section 10.08 .   “ Initial Budget ” means the budget attached to the Interim DIP Order as Annex I .   “ Initial New Money Term Loans ” has the meaning set forth in Section 2.01(a) .   “ Insolvency Regulation ” means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) as amended by Regulation (EU) 2021/2260 of the European Parliament and of the Council of 15 December 2021.   “ Interest Payment Date ” means, (a) as to any Benchmark Rate Loan, the last day of each Interest Period applicable to such Loan, any day on which such Loan is converted into a Base Rate Loan, any day on which payment of principal in respect of such Benchmark Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise) of the Facility under which such Loan was made; and (b) as to any Base Rate Loan, the last Business Day of each month, any day on which payment of principal in respect of such Base Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise) of the Facility under which such Loan was made.   ( 19 )   “ Interest Period ” means, as to each Benchmark Rate Loan, the period commencing on the date such Benchmark Rate Loan is disbursed or converted to or continued as a Benchmark Rate Loan and ending on the date one (1) month thereafter or, to the extent agreed by each Lender of such Benchmark Rate Loan or twelve (12) months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided that:   (a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;   (b)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;   (c)           no Interest Period shall extend beyond the Maturity Date; and   (d)           at the election of the Lead Borrower, the initial Interest Period for any Delayed Draw New Money Term Loan may be shorter than a month (a “Stub Period”) so that such Interest Period ends on the last day of the then-current Interest Period applicable to the outstanding Initial New Money Term Loans, and thereafter such Delayed Draw New Money Term Loans shall have Interest Periods that are coterminous with the Interest Periods applicable to the Initial New Money Term Loans.   “ Interim DIP Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on an interim basis, among other matters, (i) the Loan Parties’ entry into the Loan Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the OpCo Debtors and the granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of Super Holdco Cash Collateral (as defined in the Interim DIP Order), and (v) the granting of adequate protection to the Prepetition OpCo Secured Parties.   “ Interim Roll-Up Term Loans ” has the meaning set forth in Section 2.01(b).   “ Intermediate Holding Company ” means any wholly-owned Subsidiary of Holdings that (a) does not own assets other than issued and outstanding Equity Interests of the Lead Borrower or a parent (other than Parent) and (b) is a Guarantor.   “ Investment ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP (but excluding, in the case of the Lead Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business); provided , however , that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment. If the Lead Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Lead Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time.   ( 20 )   The amount of any Investment outstanding at any time shall be the original cost of such Investment (with the fair market value of such Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value) as reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount (including in respect of dispositions) received in cash or Cash Equivalents by a Lead Borrower or a Restricted Subsidiary in respect of such Investment; provided that the aggregate amount of such dividend, distribution, interest payment, return of capital, repayment or other amount shall not exceed the original amount of such Investment.   “ Investment Grade Securities ” means:   (a)           securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents);   (b)           debt securities or debt instruments with a rating of “A–” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Lead Borrower and its Subsidiaries; and   (c)           investments in any fund that invests exclusively in investments of the type described in clauses (a) and (b) above, which fund may also hold cash and Cash Equivalents pending investment or distribution.   “ IP Rights ” has the meaning set forth in Section 5.15 .   “ Irish Guarantor ” has the meaning set forth in Section 11.13 .   “ Irish Mobility Regulations ” means the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended).   “ Irish Subsidiary ” means any subsidiary of the Lead Borrower incorporated under the laws of Ireland.   “ Irish Transaction Security ” means the security and Liens created or expressed to be created under any Collateral Documents governed by Irish law.   “ Junior Financing ” has the meaning set forth in Section 7.13(a) . For the avoidance of doubt, the Prepetition Senior Notes shall not constitute a Junior Financing.   “ Junior Financing Documentation ” means any documentation governing any Junior Financing.   “ Latest Maturity Date ” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments hereunder at such time.   ( 21 )   “ Laws ” means, collectively, all international, foreign, federal, state, regional, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.   “ L/C Advance ” means, with respect to each L/C Lender, such Lender’s funding of its reimbursement of any drawn Letter of Credit in accordance with its Pro Rata Share.   “L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or otherwise reimbursed in accordance with Section 2.03(c) .   “ L/C Commitment ” shall mean the amount in U.S. Dollars set opposite each Lender’s name under the heading “L/C Commitment” in Schedule 1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced from time to time pursuant to the terms hereof. The aggregate amount of the L/C Commitments on the Closing Date is $34,129,086.23.   “ L/C Lender ” means any Lender who has an L/C Commitment or is deemed to hold a Roll-Up Loan (Rev) pursuant to Section 2.03.   “ L/C Issuer ” means DBNY.   “ L/C Obligations ” means as at any date of determination, the sum of (a) the aggregate undrawn amount of all Letters of Credit denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all Letters of Credit denominated in Alternative Currencies outstanding at such time, and (c) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.   “ Lead Borrower ” has the meaning provided in the introductory paragraph hereof.   “ Letters of Credit ” means any letter of credit issued hereunder, including the Existing Letters of Credit, and any extensions, renewals or replacements thereof.   “ Lender ” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”   “ Lending Office ” means, as to any Lender, such office or offices as such Lender may from time to time notify the Lead Borrower and the Administrative Agent.   “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).   “ Liquidity ” means, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties.   “ Liquidity Report Deadline ” has the meaning set forth in Section 6.20 .   “ Loan ” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan.   ( 22 )   “ Loan Documents ” means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) the Agent Fee Letter, (e) any other document or instrument designated by the Lead Borrower and the Administrative Agent as a “Loan Document” and (f) any other amendment or joinder to this Agreement.   “ Loan Parties ” means, collectively, each Borrower and each Guarantor.   “ LuxCo Finance ” means Trinseo LuxCo Finance SPV S.à r.l., a private limited liability company ( société à responsabilité limitée ), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B279526   “ Luxembourg ” means the Grand Duchy of Luxembourg.   “ Luxembourg Guarantor ” means a Guarantor incorporated in Luxembourg or having its centre of main interests (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg; provided that for purposes of Section 11.12 , it shall mean any Guarantor incorporated in Luxembourg that is a Subsidiary of the Lead Borrower.   “ Luxembourg Insolvency Event ” means, in relation to any entity incorporated and located in Luxembourg or any of its assets, any corporate action, legal proceedings or other procedure or step in relation to bankruptcy ( faillite ), insolvency, liquidation, administrative dissolution without liquidation ( dissolution administrative sans liquidation ), moratorium or reprieve from payment ( sursis de paiement ), fraudulent conveyance ( actio pauliana ), general settlement with creditors, out-of-court mutual agreement ( réorganisation extra-judiciaire par accord amiable ), judicial reorganisation ( réorganisation judiciaire ), judicial reorganisation in the form of a stay to enter into a mutual agreement ( réorganisation par sursis accord amiable ), judicial reorganisation by collective agreement ( réorganisation judiciaire par accord collectif ), judicial reorganisation by transfer of assets or activities ( réorganisation judiciaire par transfert sous autorité de justice ), conciliation ( conciliation ) or protective measures ( mesures en vue de préserver les entreprises ), reorganization or similar laws affecting the rights of creditors generally.   “ Luxembourg Insolvency Register ” means the Luxembourg Insolvency Register (Registre de l’insolvabilité) held and maintained by the RCS.   “ Luxembourg Loan Party ” means a Loan Party incorporated in Luxembourg or having its centre of main interests (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg.   “ Management Advances ” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of any Holdco, the Borrowers or any Restricted Subsidiary:   (a)           (a) in respect of travel, entertainment or moving-related expenses or other similar expenses or payroll advances incurred in the ordinary course of business or consistent with past practice or (b) for purposes of funding any such person’s purchase of Equity Interests (or similar obligations) of the Holdcos (or any Parent) or any Restricted Subsidiary of the Lead Borrower;   (b)           in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility or office; or   (c)           not exceeding $1,000,000 in the aggregate outstanding at any time.   “ Management Stockholders ” means the members of management of any Holdco (or any Parent), the Lead Borrower or any Restricted Subsidiary who are investors in Holdings or any Parent.   ( 23 )   “ Margin Stock ” shall have the meaning assigned to such term in Regulation U of the FRB.   “ Master Agreement ” has the meaning specified in the definition of “Swap Contract.”   “ Material Adverse Effect ” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Lead Borrower and its Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which the Lead Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to the Lenders or the Collateral Agent under any Loan Document or on the ability of the Loan Parties, taken as a whole, to perform their payment obligations to the Lenders, in each case, under the Loan Documents, in each case, other than the commencement of the Chapter 11 Cases, the events that lead to the commencement of the Chapter 11 Cases, events that customarily and reasonably result from the commencement of the Chapter 11 Cases and the consummation of the transactions contemplated by the First Day Orders and the Restructuring Support Agreement.   “ Maturity Date ” means the earliest to occur of (a) May 28, 2027, (b) 11:59 p.m. New York City Time on the date that is four (4) calendar days after the Petition Date if the Interim DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered by the Bankruptcy Court prior to such date and time, (c) 11:59 p.m. New York City Time on the date that is thirty-five (35) calendar days after the Petition Date (or if such thirty-fifth day is not a Business Day, the first succeeding Business Day thereafter), if the Final DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered by the Bankruptcy Court prior to such date and time, (d) Chapter 11 Plan Effective Date, (e) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code without the prior written consent of the Required Lenders, (f) the acceleration of the outstanding Term Loans and the termination of the commitments of each Lender to make Term Loans under the this Agreement, in each case, pursuant to Section 8.02, and (g) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party).   “ Maximum Rate ” has the meaning specified in Section 10.10 .   “ Maximum Securitization Facility Size ” means, at any time, with respect to a Permitted Securitization, the aggregate amount of the revolving commitments (or equivalent commitments) that the lenders or purchasers under such Permitted Securitization are committed to fund (whether or not any conditions to funding have been satisfied) for the maximum possible amount of funding committed to be provided under such Permitted Securitization by such lenders or purchasers.   “ MNPI ” means, with respect to any Person, information and documentation that is (a) (x) not publicly available if such Person and its Subsidiaries are public reporting companies or (y) of a type that would not be publicly available (and could not be derived from publicly available information) if such Person and its Subsidiaries were public reporting companies and (b) material with respect to such Person, its Subsidiaries or the respective securities of such Person and its Subsidiaries for purposes of United States Federal and state securities laws, in each case, assuming such laws were applicable to such Person and its Subsidiaries.   “ Milestones ” has the meaning set forth in Schedule 1.01B .   “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.   “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.   ( 24 )   “ Nationally Recognized Statistical Rating Organization ” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.   “ Net Assets ” means net assets of the relevant German Guarantor calculated (on the date on which the relevant German Guarantor becomes a party to this Agreement) in accordance with the principle of orderly bookkeeping ( Grundsätze ordnungsmäßiger Buchführung ) applying the same accounting principles ( Bilanzierungsgrundsätze ) which have been consistently applied by the relevant German Guarantor in preparing its unconsolidated balance sheets ( Jahresabschluss ) (Section 42 GmbHG, Sections 242, 264 German Commercial Code ( Handelsgesetzbuch )) in the previous years, save that the following balance sheet items shall be adjusted as follows: (i) as far as the registered share capital was not paid in full, the amount not paid in shall be deducted from the amount of the registered share capital of that German Guarantor; (ii) loans provided to the relevant German Guarantor by a member of the Group shall be disregarded, if and to the extent that such loans were subordinated pursuant to Section 39 paragraph 1 Nr. 5 or Section 39 paragraph 2 of the German Insolvency Code ( Insolvenzordnung ) (or would be subordinated in case of insolvency) and (iii) financial liabilities incurred by that German Guarantor in breach of the Loan Documents shall not be taken into account as liabilities.   “ Net Proceeds ” means:   (a)           100% of the cash proceeds actually received by the Lead Borrower or any of its Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations (including without limitation principal amount, premium or penalty, if any, interest and other amounts) (other than pursuant to the Loan Documents), other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (ii)) attributable to minority interests and not available for distribution to or for the account of the Lead Borrower or a wholly owned Restricted Subsidiary as a result thereof, (iii) taxes paid or reasonably estimated to be payable as a result thereof, and (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Lead Borrower or any of its Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction);   (b)             100% of the cash proceeds actually received from the incurrence, issuance or sale by the Lead Borrower or any of the Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts and attorneys fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale; and   (c)           100% of the cash proceeds actually received from the issuance or sale of Equity Interests in Holdings or the Lead Borrower, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts attorneys fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.   ( 25 )   For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Lead Borrower shall be disregarded.   “ New Money Commitments ” shall mean the amount in U.S. Dollars set opposite each Lender’s name under the heading “New Money Commitment” in Schedule 1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced from time to time pursuant to the terms hereof. The aggregate amount of the New Money Commitments on the Closing Date is $90,000,000.   “ New Money Term Loans ” shall have the meaning specified in Section 2.01(a) and shall include, for the avoidance of doubt, the Initial New Money Term Loans and the Delayed Draw New Money Term Loans.   “ Non-Consenting Lender ” has the meaning set forth in Section 3.07(d) .   “ Non-Defaulting Lender ” means, at any time, a Lender that is not a Defaulting Lender.   “ Non-Loan Party ” means any Restricted Subsidiary that is not a Loan Party.   “ Note ” means a Term Note.   “ Obligated Party ” has the meaning set forth in Section 1.03(c) .   “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.   “ Officer’s Certificate ” means, with respect to any Person, a certificate signed by one Responsible Officer of such Person. Unless otherwise provided, “Officer’s Certificate” means an Officer’s Certificate of the Lead Borrower.   “ OID ” means original issue discount.   “ OpCo 2028 Term Lenders Ad Hoc Group ” means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Gibson, Dunn & Crutcher LLP, (b) Lazard Freres & Co.   “ OpCo 2028 Term Lenders Ad Hoc Group’s Advisors ” means, collectively, (i) Gibson, Dunn & Crutcher LLP, as counsel to the OpCo 2028 Term Lenders Ad Hoc Group, (ii) Lazard Freres & Co., as financial advisor to OpCo 2028 Term Lenders Ad Hoc Group and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys, financial advisors or professionals retained by or on behalf of the OpCo 2028 Term Lenders Ad Hoc Group).   ( 26 )   “ OpCo Debtors ” means means each of Parent, Holdings, the Lead Borrower and the Co-Borrower and any other entity, as set forth under the heading “ OpCo Debtors ” on Schedule 1.01D .   “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation, the articles of association, the bylaws and the unanimous shareholder agreements or declarations (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and the operating or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) or articles of association; (c) with respect to any partnership, joint venture, trust or other form of business entity, the articles of association, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity; and (d) in respect of any German Loan Party, its (i) articles of association ( Satzung ), (ii) commercial register extract ( Handelsregisterauszug ) and list of shareholders ( Gesellschafterliste ); and (e) in respect of any Swedish Guarantor, its (i) articles of association (Sw . bolagsordning ) and (ii) certificate of registration (Sw. registreringsbevis ).   “ 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 Loan Document).   “ Other Taxes ” has the meaning specified in Section 3.01(a) .   “ Outstanding Amount ” means (a) with respect to the Term Loans, on any date, the aggregate outstanding Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a deemed Roll-Up Loan (Rev) pursuant to Section 2.03 ); and (b) with respect to any L/C Obligations on any date, the outstanding Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a deemed Roll-Up Loan (Rev) pursuant to Section 2.03 ) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.   “ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent, an L/C Issuer, as applicable, in accordance with banking industry rules on interbank compensation, (b) with respect to any amount denominated in any Alternative Currency, the rate of interest per annum at which overnight deposits in such Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent or the L/C Issuer, as applicable, in the applicable offshore interbank market for such Alternative Currency to major banks in such interbank market.   “ Parallel Debt ” has the meaning specified in Section 9.15(b) .   ( 27 )   “ Parent ” means Trinseo Public Limited Company, a public limited company incorporated in Ireland with registered number 56269, and any holding company Subsidiary thereof which owns, directly or indirectly, 100% of the outstanding Equity Interests of the Lead Borrower. “ Participant ” has the meaning specified in Section 10.07(e) . “ Participant Register ” has the meaning specified in Section 10.07(e) . &l…

Document text

EX-10.1 · tm2615985d1_ex10-1.htm

EX-10.1
 2
 tm2615985d1_ex10-1.htm
 EXHIBIT 10.1

  

 Exhibit 10.1

  

 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION
CREDIT AGREEMENT

  

 Dated as of May 28, 2026

  

 among

  

 TRINSEO LUXCO S.&Agrave; R.L.,

 as Holdings and as Debtor and Debtor-in-Possession,

  

 TRINSEO HOLDING S.&Agrave; R.L.,

 as the Lead Borrower and as a Debtor and Debtor-in-Possession,

  

 TRINSEO MATERIALS FINANCE, INC.,

 as the Co-Borrower and as a Debtor and Debtor-in-Possession,

  

 THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

 as Debtors and Debtors-in-Possession

  

 THE LENDERS PARTY HERETO FROM TIME TO TIME

  

 and

  

 DEUTSCHE BANK AG NEW YORK BRANCH,

 as Administrative Agent and Collateral Agent

  

  

  

  

 Table of Contents

  

  
  
 Page

  
  
  

 Article I Definitions and Accounting Terms
 2

 Section 1.01
 Defined Terms
 2

 Section 1.02
 Luxembourg Terms
 44

 Section 1.03
 Swedish Terms
 45

 Section 1.04
 Other Interpretive Provisions
 46

 Section 1.05
 Accounting Terms
 47

 Section 1.06
 Rounding
 47

 Section 1.07
 References to Agreements, Laws, Etc.
 47

 Section 1.08
 Times of Day
 47

 Section 1.09
 Timing of Payment of Performance
 47

 Section 1.10
 Pro Forma Calculations
 48

 Section 1.11
 Currency Equivalents
 48

 Section 1.12
 [Reserved]
 48

 Section 1.13
 Cashless Settlement
 48

 Section 1.14

 49

 Section 1.15
 Rates
 49

 Section 1.16
 Finnish Provisions
 49

 Section 1.17
 Cashless Roll
 50

  
  
  

 Article II The Commitments and Credit Extensions
 50

 Section 2.01
 Term Loans
 50

 Section 2.02
 Borrowings, Conversions and Continuations
 52

 Section 2.03
 Letters of Credit
 53

 Section 2.04
 [Reserved]
 58

 Section 2.05
 Prepayments
 58

 Section 2.06
 Reduction of Commitments
 61

 Section 2.07
 Repayment of Loans
 61

 Section 2.08
 Interest
 61

 Section 2.09
 Payments
 62

 Section 2.10
 Computation of Interest and Fees
 63

 Section 2.11
 Evidence of Indebtedness
 63

 Section 2.12
 Payments Generally
 63

 Section 2.13
 Sharing of Payments
 65

 Section 2.14
 [Reserved]
 66

 Section 2.15
 [Reserved]
 66

 Section 2.16
 [Reserved]
 66

 Section 2.17
 [Reserved]
 66

 Section 2.18
 [Reserved]
 66

 Section 2.19
 Defaulting Lenders
 66

 Section 2.20
 Borrower Obligations Joint and Several
 67

  
  
  

 Article III Taxes, Increased Costs Protection and Illegality
 68

 Section 3.01
 Taxes
 68

 Section 3.02
 Illegality
 72

 Section 3.03
 Inability to Determine Rates
 72

 Section 3.04
 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Benchmark Rate Loans
 73

 Section 3.05
 [Reserved]
 74

  

 ( i )

  

  

 Section 3.06
 Matters Applicable to All Requests for Compensation
 74

 Section 3.07
 Replacement of Lenders under Certain Circumstances
 75

 Section 3.08
 Survival
 76

  
  
  

 Article IV Conditions Precedent to Credit Extensions
 77

  
  
  

 Section 4.01
 First Credit Event
 77

 Section 4.02
 All Credit Events
 79

  
  
  

 Article V Representations and Warranties
 80

 Section 5.01
 Existence, Qualification and Power; Compliance with Laws
 80

 Section 5.02
 Authorization; No Contravention
 80

 Section 5.03
 Governmental Authorization; Other Consents
 81

 Section 5.04
 Binding Effect
 81

 Section 5.05
 Financial Statements; No Material Adverse Effect
 81

 Section 5.06
 Litigation
 82

 Section 5.07
 Ownership of Property; Liens
 82

 Section 5.08
 Environmental Matters
 82

 Section 5.09
 Taxes
 82

 Section 5.10
 ERISA Compliance
 83

 Section 5.11
 Subsidiaries; Equity Interests
 83

 Section 5.12
 Margin Regulations; Investment Company Act
 83

 Section 5.13
 Disclosure
 84

 Section 5.14
 Labor Matters
 84

 Section 5.15
 Intellectual Property; Licenses, Etc.
 84

 Section 5.16
 [Reserved]
 84

 Section 5.17
 Subordination of Junior Financing
 84

 Section 5.18
 Collateral Documents
 85

 Section 5.19
 Centre of Main Interest
 85

 Section 5.20
 Pensions Act
 85

 Section 5.21
 Commercial Benefit
 85

 Section 5.22
 USA Patriot Act, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions
 85

 Section 5.23
 Luxembourg Specific Representations
 86

 Section 5.24
 Budget; Variance Report
 86

 Section 5.25
 Orders
 87

 Section 5.26
 Bankruptcy Matters
 87

  
  
  

 Article VI Affirmative Covenants
 87

 Section 6.01
 Financial Statements
 87

 Section 6.02
 Certificates; Other Information
 88

 Section 6.03
 Notices
 88

 Section 6.04
 Payment of Taxes
 89

 Section 6.05
 Preservation of Existence, Etc.
 89

 Section 6.06
 Maintenance of Properties
 89

 Section 6.07
 Maintenance of Insurance
 89

 Section 6.08
 Compliance with Laws
 90

 Section 6.09
 Books and Records
 90

 Section 6.10
 Inspection Rights
 90

 Section 6.11
 Additional Collateral; Additional Guarantors
 91

 Section 6.12
 Compliance with Environmental Laws
 91

 Section 6.13
 [Reserved]
 91

  

 ( ii )

  

  

 Section 6.14
 Further Assurances
 91

 Section 6.15
 [Reserved]
 91

 Section 6.16
 [Reserved]
 91

 Section 6.17
 Use of Proceeds
 91

 Section 6.18
 Post-Closing Actions
 92

 Section 6.19
 Compliance with Anti-Corruption Laws
 92

 Section 6.20
 Liquidity
 92

 Section 6.21
 Lender Calls
 92

 Section 6.22
 Budget and Variance Reporting
 92

 Section 6.23
 Milestones
 93

 Section 6.24
 Bankruptcy Related Matters
 93

  
  
  

 Article VII Negative Covenants
 94

 Section 7.01
 Liens
 94

 Section 7.02

 98

 Section 7.03
 Indebtedness
 98

 Section 7.04
 Fundamental Changes
 102

 Section 7.05
 Dispositions
 102

 Section 7.06
 Restricted Payments
 104

 Section 7.07
 Change in Nature of Business
 104

 Section 7.08
 Transactions with Affiliates
 105

 Section 7.09
 Burdensome Agreements
 106

 Section 7.10
 [Reserved]
 107

 Section 7.11
 Prepetition Super HoldCo Credit Agreement
 107

 Section 7.12
 Accounting Changes
 107

 Section 7.13
 Prepayments, Etc. of Indebtedness
 107

 Section 7.14
 Permitted Activities
 108

 Section 7.15
 New Subsidiaries
 109

 Section 7.16
 Permitted Variance; Liquidity
 109

 Section 7.17
 Chapter 11 Cases
 109

  
  
  

 Article VIII Events of Default and Remedies
 110

 Section 8.01
 Events of Default
 110

 Section 8.02
 Remedies Upon Event of Default
 116

 Section 8.03
 Application of Funds
 116

  
  
  

 Article IX Administrative Agent and Other Agents
 117

 Section 9.01
 Appointment and Authorization of Agents
 117

 Section 9.02
 Delegation of Duties
 121

 Section 9.03
 Liability of Agents
 121

 Section 9.04
 Reliance by Agents
 121

 Section 9.05
 Notice of Default
 121

 Section 9.06
 Credit Decision; Disclosure of Information by Agents
 122

 Section 9.07
 Indemnification of Agents
 122

 Section 9.08
 Agents in their Individual Capacities
 123

 Section 9.09
 Successor Agents
 123

 Section 9.10
 Administrative Agent May File Proofs of Claim
 124

 Section 9.11
 Collateral and Guaranty Matters
 125

 Section 9.12
 [Reserved]
 126

 Section 9.13
 Appointment of Supplemental Agents
 126

 Section 9.14
 [Reserved]
 127

  

 ( iii )

  

  

 Section 9.15
 Parallel Debt owed to Collateral Agent
 127

  
  
  

 Article X Miscellaneous
 127

 Section 10.01
 Amendments, Etc.
 127

 Section 10.02
 Notices and Other Communications; Facsimile Copies
 129

 Section 10.03
 No Waiver; Cumulative Remedies
 130

 Section 10.04
 Attorney Costs and Expenses
 131

 Section 10.05
 Indemnification
 132

 Section 10.06
 Payments Set Aside
 132

 Section 10.07
 Successors and Assigns
 133

 Section 10.08
 Confidentiality
 137

 Section 10.09
 Setoff
 138

 Section 10.10
 Interest Rate Limitation
 138

 Section 10.11
 Counterparts
 139

 Section 10.12
 Integration
 139

 Section 10.13
 Survival of Representations and Warranties
 139

 Section 10.14
 Severability
 139

 Section 10.15
 GOVERNING LAW
 139

 Section 10.16
 WAIVER OF RIGHT TO TRIAL BY JURY
 141

 Section 10.17
 Binding Effect
 141

 Section 10.18
 USA Patriot Act
 141

 Section 10.19
 No Advisory or Fiduciary Responsibility
 141

 Section 10.20
 Judgment Currency
 142

 Section 10.21
 Certain Undertakings with Respect to any Securitization Subsidiary
 143

 Section 10.22
 Order Control
 143

 Section 10.23
 Certain ERISA Matters
 143

  
  
  

 Article XI Guarantee
 145

 Section 11.01
 The Guarantee
 145

 Section 11.02
 Obligations Unconditional
 146

 Section 11.03
 Reinstatement
 147

 Section 11.04
 Subrogation; Subordination
 147

 Section 11.05
 Remedies
 147

 Section 11.06
 Instrument for the Payment of Money
 147

 Section 11.07
 Continuing Guarantee
 147

 Section 11.08
 General Limitation on Guarantee Obligations
 147

 Section 11.09
 Specific Limitation for Swiss Guarantors
 147

 Section 11.10
 [Reserved]
 149

 Section 11.11
 [Reserved]
 149

 Section 11.12
 Specific Limitation for Luxembourg Guarantors
 149

 Section 11.13
 Specific Limitation for Irish Guarantors
 150

 Section 11.14
 Release of Guarantors
 151

 Section 11.15
 Right of Contribution
 151

 Section 11.16
 Keepwell
 151

 Section 11.17
 Certain Dutch Guarantors
 151

 Section 11.18
 Specific Limitations for Swedish Guarantors.
 152

 Section 11.19
 Acknowledgment and Consent to Bail-In of Affected Financial Institutions
 152

 Section 11.20
 Specific Limitations for Finnish Guarantors
 153

  

 ( iv )

  

  

 SCHEDULES
  
  

  
  
  

 Schedule 1.01A
 --
 Commitments

 Schedule 1.01B
 --
 Existing Letters of Credit

 Schedule 1.01D
 --
 Loan Parties

 Schedule 1.01E
 --
 Existing Investments

 Schedule 1.01F(a)
 --
 [Reserved]

 Schedule 1.01F(b)
 --
 [Reserved]

 Schedule 1.01G
 --
 Milestones

 Schedule 2.14
 --
 [Reserved]

 Schedule 4.01(b)
 --
 [Reserved]

 Schedule 5.07
 --
 Ownership of Property

 Schedule 5.08(a)
 --
 Environmental Matters

 Schedule 5.11
 --
 Subsidiaries; Equity Interests

 Schedule 6.18
 --
 Post-Closing Actions

 Schedule 7.01(b)
 --
 Existing Liens

 Schedule 7.03(b)
 --
 Existing Indebtedness

 Schedule 7.08
 --
 Transactions with Affiliates

 Schedule 7.09
 --
 Certain Contractual Obligations

 Schedule 10.02
 --
 Notices and Other Communications

  

 EXHIBITS
  
  

  
  
  

 Form of
  
  

  
  
  

 Exhibit A
 --
 Committed Loan Notice

 Exhibit B
 --
 [Reserved]

 Exhibit C-1
 --
 Term Note

 Exhibit D
 --
 [Reserved]

 Exhibit E
 --
 Assignment and Assumption

 Exhibit F
 --
 Pledge and Security Agreement

 Exhibit G
 --
 [Reserved]

 Exhibit H
 --
 Guarantor Joinder

  
  
  

 Annex I
 Initial Budget  

  

 ( v )

  

  

 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION
CREDIT AGREEMENT

  

 This SENIOR SECURED SUPER-PRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT is entered into as of May 28, 2026, (as amended, supplemented and/or otherwise modified from
time to time in accordance with the terms hereof, this &ldquo; Agreement &rdquo;), among TRINSEO HOLDING S.&Agrave; R.L., a private
limited liability company ( soci&eacute;t&eacute; &agrave; responsabilit&eacute; limit&eacute;e ), organized and established under
the laws of the Grand Duchy of Luxembourg, having its registered office at 130, Boulevard de la P&eacute;trusse, L-2330 Luxembourg, Grand
Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (&ldquo; RCS &rdquo;) under number B 153582
(&ldquo; Trinseo SARL &rdquo; or the &ldquo; Lead Borrower &rdquo;), as a debtor and debtor-in possession in the Chapter 11
Cases (as defined below), TRINSEO LUXCO S.&Agrave; R.L., a private limited liability company ( soci&eacute;t&eacute; &agrave; responsabilit&eacute;
limit&eacute;e ), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130,
Boulevard de la P&eacute;trusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153577 (&ldquo; Holdings &rdquo;),
as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), TRINSEO MATERIALS FINANCE, INC., a Delaware
corporation, as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below) (the &ldquo; Co-Borrower &rdquo;,
together with the Lead Borrower, the &ldquo; Borrowers &rdquo; and each, a &ldquo; Borrower &rdquo;), the Guarantors party
hereto from time to time, as a debtor and debtor-in possession in the Chapter 11 Cases (as defined below), the Lenders party hereto
from time to time (collectively, the &ldquo; Lenders &rdquo; and individually, a &ldquo; Lender &rdquo;) and DEUTSCHE BANK
AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

  

 PRELIMINARY STATEMENTS

  

 On May 26, 2026 (the
 &ldquo; Petition Date &rdquo;), Holdings and certain of its Affiliates, in their capacities as debtors and debtors in possession
(Holdings and such Affiliates, each as set forth under the heading &ldquo;OpCo Debtors&rdquo; on Schedule 1.01D , collectively,
the &ldquo; OpCo Debtors &rdquo;, and, each, an &ldquo; OpCo Debtor &rdquo;) filed voluntary petitions with the United States
Bankruptcy Court for the Southern District of Texas, Houston Division (the &ldquo; Bankruptcy Court &rdquo;) initiating their respective
jointly administered cases under Chapter 11 of the Bankruptcy Code (Case No. 26-90545) (collectively, the &ldquo; Chapter 11
Cases &rdquo;), and each OpCo Debtor has continued and is continuing in the possession of its assets and management of its business
pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

  

 The Borrowers have requested
that Lenders provide the Borrowers with a senior secured super-priority priming term loan debtor-in-possession credit facility (the &ldquo; DIP
Facility &rdquo;), consisting of (a) (i) New Money Commitments funded by the Lenders on the Closing Date and (ii) the
New Money Commitments funded by the Lenders after the Closing Date in accordance with the terms and conditions of this Agreement and
the DIP Orders, and (b) Prepetition Superpriority Secured Obligations that will be deemed &ldquo;rolled up&rdquo; as term loans
hereunder at a ratio of two dollars of Roll-Up Term Loans for every one dollar of New Money Commitments funded by the Lenders, in each
case, pursuant to the terms, and subject to the conditions set forth, in this Agreement and the DIP Orders.

  

 The Lenders are willing to
make term loans to the Borrowers, subject to the terms and conditions set forth in this Agreement and the DIP Orders; and

  

 The Obligations of the Borrowers
are guaranteed by the Guarantors and, secured by Liens on the Collateral, in each case, as set forth in, and subject to, the Loan Documents
and the DIP Orders.

  

 In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:

  

 ( 1 )

  

 Article I

  

 Definitions
and Accounting Terms

  

 Section 1.01       Defined
Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

  

 &ldquo; ACRA &rdquo;
means the Accounting and Corporate Regulatory Authority of Singapore.

  

 &ldquo; Ad Hoc Group &rdquo;
means that certain ad hoc group of Prepetition Superpriority Lenders represented by Paul Hastings LLP and PJT Partners LP.

  

 &ldquo; Ad Hoc Group&rsquo;s
Advisors &rdquo; means, collectively, (i) Paul Hastings, LLP, as counsel to the Ad Hoc Group, (ii) PJT Partners LP, as financial
advisor to the Ad Hoc Group, in accordance with the terms of that certain fee letter effective as of April 20, 2026, and (iii) subject
to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys,
financial advisors or professionals retained by or on behalf of the Ad Hoc Group (including the retention of any such professionals made
by Paul Hastings).

  

 &ldquo; Adequate Protection
Provisions &rdquo; means the provisions in the Interim DIP Order or, once entered, in the Final DIP Order, granting adequate protection
to the Prepetition OpCo Secured Parties and Prepetition Superpriority Secured Parties.

  

 &ldquo; Adjusted Term SOFR &rdquo;
means, the rate per annum equal to (a) Term SOFR for such calculation plus (b) solely with respect to the Roll-Up Term Loans,
the Term SOFR Adjustment; provided that, in no event shall the Adjusted Term SOFR be less than the applicable Floor.

  

 &ldquo; Administrative
Agent &rdquo; means DBNY, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative
agent.

  

 &ldquo; Administrative
Agent&rsquo;s Office &rdquo; means the Administrative Agent&rsquo;s address and account as set forth on Schedule 10.02 , or
such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

  

 &ldquo; Administrative
Questionnaire &rdquo; means an Administrative Questionnaire in a form supplied by the Administrative Agent.

  

 &ldquo; Affected Financial
Institution &rdquo; has the meaning set forth in Section 11.19 .

  

 &ldquo; Affiliate &rdquo;
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.

  

 &ldquo; Agent-Related Persons &rdquo;
means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of
such Persons and Affiliates.

  

 &ldquo; Agent Fee Letter &rdquo;
means that certain fee letter, dated as of May 28, 2026, by and between the Borrowers and the Administrative Agent, as amended,
amended and restated, supplemented or otherwise modified from time to time

  

 &ldquo; Agents &rdquo;
means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).

  

 &ldquo; Aggregate Commitments &rdquo;
means the New Money Commitments of all the Lenders.

  

 ( 2 )

  

 &ldquo; Agreement &rdquo;
means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

  

 &ldquo; Altuglas &rdquo;
means Altuglas LLC, a Delaware limited liability company.

  

 &ldquo; AML Laws &rdquo;
means the Bank Secrecy Act, as amended by the USA Patriot Act, and all laws, rules, and regulations of any jurisdiction in which any
Loan Party or any Subsidiary is located or is doing business from time to time concerning or relating to anti-money laundering and ensuring
that all sources of funding are lawful and identifiable.

  

 &ldquo; Annual Financial
Statements &rdquo; means the audited consolidated balance sheets and related statements of comprehensive income, shareholders&rsquo;
equity and cash flows of Parent and its Subsidiaries for the fiscal years ended December 31, 2025.

  

 &ldquo; Anti-Corruption
Laws &rdquo; means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption
applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.

  

 &ldquo; Applicable Margin &rdquo;
means a percentage per annum equal to:

  

 (a) with respect to
the New Money Term Loans maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and

  

 (b) with respect to
Roll-Up Term Loans (2026 Bridge) maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and

  

 (c) with respect to
Roll-Up Term Loans (Rev) maintained as: (i) Base Rate Loans, 1.25% and (ii) SOFR Rate Loans and Letter of Credit fees, 2.25%.

  

 &ldquo; Applicable Period &rdquo;
means, (i) with respect to any Variance Report Deadline occurring on a Variance Covenant Test Date, the two-week period consisting
of the calendar week ending on the Sunday immediately preceding such Variance Report Deadline and (ii) otherwise, the calendar week
immediately preceding such week, in each case, as set forth in the then-current Approved Budget.

  

 &ldquo; Appropriate Lender &rdquo;
means (a) at any time with respect to Loans of any Class, the Lenders of such Class, and (b) with respect to Letters of Credit,
the relevant L/C Issuers.

  

 &ldquo; Approved Bank &rdquo;
has the meaning set forth in clause (c) of the definition of &ldquo; Cash Equivalents &rdquo;.

  

 &ldquo; Approved Fund &rdquo;
means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers, advises or manages a Lender.

  

 &ldquo; Aristech &rdquo;
means Aristech Surfaces LLC, a Kentucky limited liability company.

  

 &ldquo; Aristech and Altuglas
IP &rdquo; means any IP Rights necessary to operate the businesses of Aristech and Altuglas as set forth on Schedule 5.15 of the Prepetition
Superpriority Credit Agreement.

  

 &ldquo; Aristech and Altuglas
License Agreements &rdquo; means (a) the Amended and Restated Technology License Agreement, dated January 1, 2022, entered
into between Trinseo Europe, as licensor, and Altuglas, as licensee, with respect to the use of IP Rights that are necessary to operate
the businesses of Altuglas, and (b) the Technology License Agreement, dated September 1, 2021, entered into between Trinseo
Europe, as licensor, and Aristech, as licensee, with respect to the use of IP Rights that are necessary to operate the businesses of
Aristech.

  

 ( 3 )

  

 &ldquo; ASIC &rdquo;
means the Australian Securities and Investments Commission.

  

 &ldquo; Assignees &rdquo;
has the meaning set forth in Section 10.07(b) .

  

 &ldquo; Assignment and
Assumption &rdquo; shall mean an assignment and assumption entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 10.07 ), in the form of Exhibit E or any other form approved by the Administrative
Agent and the Lead Borrower.

  

 &ldquo; Associate &rdquo;
means (i) any Person of which the Lead Borrower or its Restricted Subsidiaries are the legal and beneficial owners of between 20%
and 50% of all outstanding voting Equity Interests and (ii) any joint venture entered into by the Lead Borrower or any Restricted
Subsidiary of the Lead Borrower.

  

 &ldquo; Attorney Costs &rdquo;
means and includes all reasonable, documented fees, expenses and disbursements of any law firm or other external legal counsel required
to be reimbursed by any Loan Party pursuant to the terms of any Loan Document.

  

 &ldquo; Attributable Indebtedness &rdquo;
means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP.

  

 &ldquo; Auditors &rdquo;
means a firm of recognized international auditors.

  

 &ldquo; Bail-In Action &rdquo;
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of
an EEA Financial Institution.

  

 &ldquo; Bail-In Legislation &rdquo;
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.

  

 &ldquo; Base Rate &rdquo;
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the
rate of interest in effect for such day as publicly announced from time to time by DBNY as its &ldquo;prime rate&rdquo; and (c) the
applicable Benchmark Rate for an Interest Period of one month commencing on such day plus 1.00% per annum. The &ldquo;prime rate&rdquo;
is a rate set by DBNY based upon various factors including DBNY costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such
rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement
of such change.

  

 &ldquo; Base Rate Loan &rdquo;
means a Loan that bears interest based on the Base Rate.

  

 &ldquo; Base Rate Term
SOFR Determination Day &rdquo; has the meaning specified in the definition of &ldquo;Term SOFR&rdquo;.

  

 &ldquo; Benchmark Rate &rdquo;
means Adjusted Term SOFR.

  

 &ldquo; Benchmark Rate
Loan &rdquo; means a Loan that bears interest at a rate based on the Benchmark Rate whether denominated in Dollars.

  

 &ldquo; Beneficial Ownership
Certification &rdquo; means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  

 &ldquo; Beneficial Ownership
Regulation &rdquo; means 31 C.F.R. &sect; 1010.230.

  

 &ldquo; Beneficiary &rdquo;
has the meaning set forth in Section 1.03(c) .

  

 ( 4 )

  

 &ldquo; Board of Directors &rdquo;
means, for any Person, the board of directors, the general partner or other governing body of such Person or, if such Person does not
have such a board of directors, general partner or other governing body and is owned or managed by a single entity, the Board of Directors
or board of managers ( conseil de g&eacute;rance ) of such entity, or, in either case, any committee thereof duly authorized to
act on behalf of such Board of Directors. Unless otherwise provided, &ldquo;Board of Directors&rdquo; means the Board of Directors of
the Lead Borrower.

  

 &ldquo; Borrower &rdquo;
has the meaning provided in the introductory paragraph hereof.

  

 &ldquo; Borrower Retained
Prepayment Amounts &rdquo; has the meaning set forth in Section 2.05(b)(vii) .

  

 &ldquo; Borrowing &rdquo;
means a Term Borrowing.

  

 &ldquo; Business Day &rdquo;
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, Luxembourg or the State where the Administrative Agent&rsquo;s Office with respect to Loans denominated in Dollars
is located.

  

 &ldquo; Calculation Date &rdquo;
shall mean (a) the first Business Day of each calendar month and (b) if an Event of Default has occurred and is continuing,
any Business Day as determined by the Administrative Agent in its sole discretion.

  

 &ldquo; Capital Expenditures &rdquo;
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events
all amounts expended or capitalized under Capitalized Leases) by the Lead Borrower and its Restricted Subsidiaries during such period
that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows
of the Lead Borrower and its Restricted Subsidiaries.

  

 &ldquo; Capitalized Leases &rdquo;
means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that
for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability
in accordance with GAAP.

  

 &ldquo; Captive Insurance
Subsidiary &rdquo; means any Subsidiary of the Lead Borrower that is subject to regulation as an insurance company (or any Subsidiary
thereof).

  

 &ldquo; Carve-Out &rdquo;
has the meaning assigned to such term in the Interim DIP Order (with respect to the period prior to the entry of the Final DIP Order)
or the Final DIP Order (from and after the date on which the Final DIP Order is entered).

  

 &ldquo; Cash Collateral &rdquo;
has the meaning specified in Section 2.03(g) .

  

 &ldquo; Cash Collateral
Account &rdquo; means a blocked account at DBNY (or another commercial bank selected in compliance with Section 9.09 )
in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established
in a manner satisfactory to the Administrative Agent.

  

 &ldquo; Cash Collateralize &rdquo;
has the meaning specified in Section 2.03(g).

  

 &ldquo; Cash Equivalents &rdquo;
means any of the following types of Investments:

  

 (a)           (i) Dollars,
Pounds Sterling, Canadian Dollars or Euros; or (ii) any other currency held by the Lead Borrower and its Restricted Subsidiaries
from time to time in the ordinary course of business;

  

 ( 5 )

  

 (b)           readily
marketable obligations issued or directly and fully Guaranteed or insured by the United States or Canadian governments or, in each case,
any agency or instrumentality of thereof ( provided that the full faith and credit of such country or such member state is pledged
in support thereof), having maturities of not more than 24 months from the date of acquisition;

  

 (c)           certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers&rsquo; acceptances issued by any (i) Lender
or (ii) (a) commercial bank or trust company bank that is organized under the Laws of the United States, any state thereof
or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States,
any state thereof or the District of Columbia and is a member of the Federal Reserve System, and (b) has combined capital and surplus
in excess of $100,000,000 (any such Persons referenced in the foregoing clauses (i) and (ii) being an &ldquo; Approved
Bank&rdquo; ), in each case with maturities not exceeding 24 months from the date of acquisition thereof;

  

 (d)           repurchase
obligations for underlying securities of the types described in clauses (b) and (c) entered into with any Approved Bank;

  

 (e)           commercial
paper and variable or fixed rate notes rated at the time of acquisition thereof at least &ldquo;A-2&rdquo; (or the equivalent thereof
by S&P) or &ldquo;P-2&rdquo; (or the equivalent thereof by Moody&rsquo;s) or carrying an equivalent rating by a Nationally Recognized
Statistical Rating Organization (if both of the two named rating agencies cease publishing ratings of investments) or, if no rating is
available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any
case maturing within 24 months after the date of acquisition thereof;

  

 (f)            readily
marketable direct obligations issued by any state, commonwealth or territory of the United States of America, any province of Canada
or any other foreign government or any political subdivision or taxing authority thereof, in each case, having an investment grade rating
from either Moody&rsquo;s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another
Nationally Recognized Statistical Rating Organization) with maturities of not more than 24 months from the date of acquisition;

  

 (g)           bills
of exchange issued in the United States or Canada eligible for rediscount at the relevant central bank and accepted by a bank (or any
dematerialized equivalent);

  

 (h)           Investments
with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA&ndash; (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody&rsquo;s;

  

 (i)            for
purposes of Section 7.05(f) , the marketable securities portfolio owned by the Lead Borrower and its Subsidiaries on the Closing
Date;

  

 (j)            Investments,
classified in accordance with GAAP as current assets, in money market investment programs which are registered under the Investment Company
Act of 1940 or which are administered by financial institutions having capital of at least $100,000,000, and, in either case, the portfolios
of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through
(h) of this definition;

  

 (k)           instruments
equivalent to those referred to in clauses (a) through (h) above and clause (j) above denominated in Euros or
any other currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management
purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by
any Restricted Subsidiary organized in such jurisdiction; and

  

 ( 6 )

  

 (l)            any
interest in any investment funds investing at least 90% of their assets in instruments of the type specified in clauses (a) through
(h) above and clauses (j) and (k) above.

  

 &ldquo; Cash Management
Obligations &rdquo; means obligations owed by the Lead Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender
in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing
house transfers of funds.

  

 &ldquo; Cash Management
Practices &rdquo; means (a) the ordinary course cash management practices of the Lead Borrower and its Subsidiaries as in effect
prior to the Closing Date, including with respect to the ordinary course cash management practices related to the funding, sweeping or
transferring of cash in accordance with that certain Amended and Restated Cash Pooling Agreement, dated as of May 22, 2023 and effective
as of December 31, 2022 and (b) capital contributions made by or to the Lead Borrower and its Subsidiaries to satisfy minimum
capitalization or solvency requirements under local law; provided that such contribution must be made for legitimate business
purposes and not made for the purposes of adversely affecting the credit position of the Lenders.

  

 &ldquo; Casualty Event &rdquo;
means any event that gives rise to the receipt by the Lead Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation
awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment,
fixed assets or real property.

  

 &ldquo; Chapter 11 Plan &rdquo;
means any plan of reorganization or liquidation (as the case may be).

  

 &ldquo; Chapter 11 Plan
Effective Date &rdquo; means, with respect to any Chapter 11 Plan, the effective date of such Chapter 11 Plan, which has been confirmed
by an order entered by the Bankruptcy Court.

  

 &ldquo; Class &rdquo;
(a) when used with respect to Commitments or Loans, refers to those of such Commitments or Loans that have the same terms and conditions
(without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection
with such Commitments or Loan, or differences in tax treatment (e.g. &ldquo;fungibility&rdquo;)); provided that such Commitments
or Loans may be designated in writing by the Lead Borrower and Lenders holding such Commitments or Loans as a separate Class from
other Commitments or Loans that have the same terms and conditions and (ii) with respect to Lenders, those of such Lenders that
have Commitments or Loans of a particular Class.

  

 &ldquo; Closing Date &rdquo;
means May 28, 2026.

  

 &ldquo; Closing Date Guarantors &rdquo;
means Holdings and each Subsidiary of Holdings (other than the Borrowers) listed on Schedule 1.01D that is party to this Agreement
on the Closing Date.

  

 &ldquo; Co-Borrower &rdquo;
has the meaning provided in the introductory paragraph hereof.

  

 &ldquo; Code &rdquo;
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations related thereto.

  

 &ldquo; Collateral &rdquo;
means the &ldquo;Collateral&rdquo; as defined in the Pledge and Security Agreement, the &ldquo;OpCo DIP Collateral&rdquo; as defined
in the DIP Orders, and all the &ldquo;Collateral&rdquo; or &ldquo;Pledged Assets&rdquo; as defined in any other Collateral Document and
any other assets pledged pursuant to any Collateral Document and the DIP Orders provided that in no event shall any Excluded Asset constitute
Collateral.

  

 &ldquo; Collateral Agent &rdquo;
means DBNY, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral
agent.

  

 &ldquo; Collateral and
Guarantee Requirement &rdquo; means, at any time, the requirement that:

  

 ( 7 )

  

 (a)           on
the Closing Date, the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the
Closing Date pursuant to Section 4.01 , subject to the limitations and exceptions of this Agreement, duly executed by each
Loan Party thereto; and

  

 (b)           after
the Closing Date, each Subsidiary of Parent listed on Schedule 1.01D (other than any Excluded Subsidiary) shall become a Guarantor and
signatory to this Agreement pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 and a party to
the respective Collateral Documents in accordance with Section 6.11 or 6.18 .

  

 Notwithstanding the foregoing
provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

  

 (i)            The
foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or perfection of
pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other
actions with respect to, Excluded Assets;

  

 (ii)           [reserved];
and

  

 (iii)          Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations
set forth in this Agreement and the Collateral Documents.

  

 &ldquo; Collateral Documents &rdquo;
means, collectively, the Security Agreement, the DIP Orders, each of the local law security and pledge agreements entered into by Foreign
Guarantors from time to time, collateral assignments, security agreement, pledge agreements, or other similar agreements delivered to
the Administrative Agent pursuant to Sections  4.01 , 6.11 or 6.14 , and each of the other agreements, instruments
or documents that creates or purports to create a Lien in favor of the Administrative Agent and/or the Collateral Agent (as relevant),
in each case for the benefit of the Secured Parties.

  

 &ldquo; Commitment &rdquo;
means, with respect to each Lender, such Lender&rsquo;s New Money Commitments and L/C Commitment.

  

 &ldquo; Commitment Letter &rdquo;
means that certain Commitment Letter &ndash; OpCo Debtor-in-Possession Facility, dated as of May 13, 2026, by and among Holdings,
the Borrowers and the Commitment Parties (as defined therein) party thereto, as amended, amended and restated, supplemented or otherwise
modified from time to time.

  

 &ldquo; Committed Loan
Notice &rdquo; means a notice of (a) a Borrowing, (b) a conversion of Loans denominated in Dollars from one Type to the
other, or (c) a continuation of Benchmark Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially
in the form of Exhibit A .

  

 &ldquo; Compensation Period &rdquo;
has the meaning set forth in Section 2.12(c)(ii) .

  

 &ldquo; Conforming Changes &rdquo;
means with respect to the use or administration of Term SOFR, any technical, administrative or operational changes (including changes
to the definition of &ldquo;Base Rate,&rdquo; the definition of &ldquo;Business Day,&rdquo; the definition of &ldquo;U.S. Government
Securities Business Day,&rdquo; the definition of &ldquo;Interest Period,&rdquo; timing and frequency of determining rates and making
payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption
and implementation of Term SOFR and to permit the 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 that no market practice for the administration of Term SOFR exists, in such other
manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

  

 ( 8 )

  

 &ldquo; Contractual Obligation &rdquo;
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

  

 &ldquo; Control &rdquo;
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 ability to exercise voting power, by contract or otherwise. &ldquo;Controlling&rdquo; and &ldquo;Controlled&rdquo;
have meanings correlative thereto.

  

 &ldquo; Credit Extension &rdquo;
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

  

 &ldquo; DBNY &rdquo;
means Deutsche Bank AG New York Branch, in its individual capacity, and any successor thereto by merger, consolidation or otherwise.

  

 &ldquo; Debtor Relief Laws &rdquo;
means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, examinership, insolvency, winding up, reorganization or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

  

 &ldquo; Declined Proceeds &rdquo;
has the meaning set forth in Section 2.05(b)(vii) .

  

 &ldquo; Default &rdquo;
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

  

 &ldquo; Default Rate &rdquo;
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans
 plus (c) 2.00% per annum; provided that, with respect to a Benchmark Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2.00% per annum, in each
case, to the fullest extent permitted by applicable Laws.

  

 &ldquo; Defaulting Lender &rdquo;
means, subject to Section 2.20(b) , any Lender that, as reasonably determined by the Administrative Agent (a) has refused
(which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder,
including in respect of its Loans or participations in respect of L/C Obligations, which refusal or failure is not cured within one Business
Day after the date of such refusal or failure, (b) has notified the Lead Borrower or Administrative Agent that it does not intend
to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder
or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the
Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations
( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has,
after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance
of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall
not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.20(b) ) upon delivery of written notice of such determination to the Lead Borrower, L/C Issuer and each Lender.

  

 ( 9 )

  

 &ldquo; Delayed Draw New
Money Closing Date &rdquo; means the date of any Borrowing of Delayed Draw New Money Term Loans in accordance with Sections 2.01(a)  and
 4.03 .

  

 &ldquo; Delayed Draw New
Money Term Loans &rdquo; has the meaning set forth in Section 2.01(a).

  

 &ldquo; Designated Lenders &rdquo;
means, collectively, (a) certain funds and accounts managed by Angelo, Gordon & Co. or one or more entities owned by such
funds or accounts, (b) certain funds or accounts managed by Oaktree Capital Management, L.P. or one or more entities owned by such
funds or accounts and (c) certain funds or accounts managed by Apollo Capital Management, L.P. or one or more entities owned by
such funds or accounts.

  

 &ldquo; Designated Real
Property &rdquo; means any real property owned or leased by any Loan Party as of the Closing Date that is located in the Federal Republic
of Germany or Switzerland.

  

 &ldquo; DIP Orders &rdquo;
means, collectively, the Interim DIP Order and the Final Order and separately, the Interim DIP Order or the Final DIP Order, as the context
requires.

  

 &ldquo; DIP Superpriority
Claims &rdquo; means the superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each
of the OpCo Debtors, on a joint and several basis, which claims, subject to the Carve-Out, shall have priority over any and all other
administrative expense claims against the OpCo Debtors and their estates, now existing or hereafter arising, including, without limitation,
administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c),
507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.

  

 &ldquo; Disposition &rdquo;
or &ldquo; Dispose &rdquo; means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction
and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith;
 provided that the issuance of Equity Interests by Holdings shall not constitute a Disposition by Holdings.

  

 &ldquo; Disbursements Variance &rdquo;
has the meaning set forth in Section 6.22(ii) .

  

 &ldquo; Disqualified Equity
Interests &rdquo; means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which
it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation
or otherwise (except as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence
of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that
are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than
solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is
or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity
Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity
Interests are issued pursuant to a plan for the benefit of employees of the Lead Borrower (or any Parent) or any of its Restricted Subsidiaries
or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may
be required to be repurchased by the Lead Borrower or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee&rsquo;s termination, death or disability.

  

 ( 10 )

  

 &ldquo; Dollar &rdquo;
and &ldquo; $ &rdquo; mean lawful money of the United States.

  

 &ldquo; Dollar Amount &rdquo;
means, at any time:

  

 (a)           with
respect to any Loan denominated in Dollars, the principal amount thereof then outstanding (or in which such participation is held);

  

 (b)           with
respect to any Loan denominated in Euros, the Dollar Equivalent of the principal amount thereof then outstanding in Euros; and

  

 (c)           with
respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if
denominated in an Alternative Currency, the Dollar Equivalent of the amount thereof.

  

 &ldquo; Dollar Equivalent &rdquo;
means, on any date of determination, with respect to any amount in a currency other than Dollars, the equivalent in Dollars of such amount,
determined by the Administrative Agent pursuant to Section 1.12 using the Exchange Rate with respect to such currency at
the time in effect in accordance with the provisions of Section 1.12 .

  

 &ldquo; Domestic Subsidiary &rdquo;
means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  

 &ldquo; EEA Financial Institution &rdquo;
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

  

 &ldquo; EEA Member Country &rdquo;
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

  

 &ldquo; EEA Resolution
Authority &rdquo; means any public administrative authority or any person entrusted with public administrative authority of any EEA
Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

  

 &ldquo; Eligible Assignee &rdquo;
has the meaning set forth in Section 10.07(a) .

  

 &ldquo; EMU Legislation &rdquo;
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European
currency.

  

 &ldquo; Environment &rdquo;
means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such
as wetlands, flora and fauna.

  

 &ldquo; Environmental Laws &rdquo;
means any applicable Law, including common law, relating to the prevention of pollution or the protection of the environment and natural
resources, or to the protection of human health and safety as it relates to the environment.

  

 ( 11 )

  

 &ldquo; Environmental Liability &rdquo;
means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties
or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental
Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

  

 &ldquo; Environmental Permit &rdquo;
means any permit, approval, identification number, license or other authorization required by any Environmental Law.

  

 &ldquo; Equity Interests &rdquo;
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of
capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for
the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

  

 &ldquo; ERISA &rdquo;
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

  

 &ldquo;ERISA Affiliate &rdquo;
means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary
within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.

  

 &ldquo;ERISA Event &rdquo;
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary
or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer
Plan, the insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt of any Loan Party, Restricted Subsidiary or any
ERISA Affiliate, of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the
filing of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an
event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the failure to make a required contribution
to any Pension Plan that would result in the imposition of a lien or other encumbrance on a Loan Party or Restricted Subsidiary or the
provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA by a Loan Party or Restricted Subsidiary,
or the arising of such a lien or encumbrance, there being or arising any &ldquo;unpaid minimum required contribution&rdquo; or &ldquo;accumulated
funding deficiency&rdquo; (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I
of ERISA), whether or not waived, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not
waived, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (g) the
occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with
respect to a Pension Plan which could reasonably be expected to result in liability to a Loan Party or any Restricted Subsidiary; or
(h) the incurring of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

  

 &ldquo; EU Bail-In Legislation
Schedule &rdquo; means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.

  

 &ldquo; Euros &rdquo;
and &ldquo; EUR &rdquo; mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

  

 &ldquo; Event of Default &rdquo;
has the meaning specified in Section 8.01 .

  

 ( 12 )

  

 &ldquo; Exchange Act &rdquo;
means the Securities Exchange Act of 1934, as amended.

  

 &ldquo; Exchange Rate &rdquo;
shall mean on any day, for purposes of determining the Dollar Equivalent of any other currency, the rate at which such other currency
may be exchanged into Dollars as set forth at approximately 11:00 a.m., London time, on such day on the Reuters ECB page 37 for
such currency. In the event that such rate does not appear on the Reuters ECB page 37, the Exchange Rate shall be determined by
reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and
the Lead Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates
of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are
then being conducted, at or about 10:00 a.m. in such market on such date for the purchase of Dollars for delivery two (2) Business
Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative
Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest
error.

  

 &ldquo; Excluded Asset &rdquo;
means (i) any security deposits in respect of non-residential real property leases of the Loan Parties, (ii) governmental licenses
or state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent
may not validly possess a security interest therein under applicable laws (including, without limitation, rules and regulations
of any governmental authority or agency) or the pledge or creation of a security interest in which would require governmental consent,
approval, license or authorization, other than (A) to the extent such limitation is rendered ineffective under the UCC, other applicable
law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (B) with respect to any OpCo Debtor, to the
extent such limitation is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding
such limitation, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC,
other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (iii) any particular asset
or right under contract, if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or
regulation (including any requirement thereunder to obtain the consent of any governmental or regulatory authority), or third party (i.e.,
other than Parent, the Borrowers or any of their respective Subsidiaries), so long as any agreement with such third party that provides
for such prohibition or restriction was not entered into in contemplation of the acquisition of such assets or entering into of such
contract or for the purpose of creating such prohibition or restriction, other than (A) to the extent such prohibition or restriction
is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition
or restriction and (B) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other
applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition or restriction, (iv) (A) margin
stock, (B) [reserved], and (C) Equity Interests in any non-wholly owned Restricted Subsidiaries and any entities which do not
constitute Subsidiaries, other than to the extent such prohibition or restriction is rendered ineffective under the UCC or, other applicable
law, including the Bankruptcy Code, or the DIP Order but only to the extent that (x) the organizational documents or other agreements
with other equity holders of such non-wholly owned Restricted Subsidiary or other entity do not permit or restrict the pledge of such
Equity Interests (to the extent such restriction exists on the Closing Date or on the date of acquisition of such non-wholly owned Restricted
Subsidiary or the Equity Interests in such entity so long as such restriction was not entered into in contemplation of the acquisition
of such Equity Interests), or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change
of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such non-wholly owned Restricted Subsidiary
or other entity, (v) any lease, license or agreement or any property subject to a purchase money security interest, capital lease
obligations or similar arrangement, in each case, to the extent the grant of a security interest therein would violate or invalidate
such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party
thereto (other than Parent, any Loan Party or any Subsidiary of a Loan Party), other than (A) to the extent such provision is rendered
ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provision, (B) with
respect to any OpCo Debtor, to the extent such provision is rendered ineffective as a result of the commencement of the Chapter 11 Cases
or pursuant to the DIP Order notwithstanding such provision, and (C) proceeds and receivables thereof, the assignment of which is
expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such
provisions, (vi) any property or assets for which the creation or perfection of pledges of, or security interests in such property
or assets pursuant to the Loan Documents would result in material adverse tax consequences to the Parent, the Lead Borrower or any of
their Subsidiaries, as reasonably determined by the Lead Borrower and the Required Lenders, (vii) [reserved], (viii) any funds
held in (A) the Reserve Account (as defined in the DIP Orders) or (B) the Adequate Assurance Account (as defined in the DIP
Orders) (the accounts in subclauses (A) and (B), collectively, the &ldquo; Excluded Accounts &rdquo;); provided that
any reversionary interests in any funds held in the Excluded Accounts shall constitute Collateral, (ix) for any Loan Party that
is not an OpCo Debtor, all assets of such Loan Party that would not constitute &ldquo;Collateral&rdquo; as defined in the Prepetition
OpCo Loan Documents, (x) any intent-to-use trademark application prior to the filing of a &ldquo;Statement of Use&rdquo; or &ldquo;Amendment
to Allege Use&rdquo; with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a
security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal
law, (xi) assets in circumstances where the cost, consequences or burden of obtaining a security interest in such assets, including,
without limitation, the cost of title insurance, surveys or flood insurance (if necessary) would outweigh the practical benefit to the
Lenders afforded thereby as reasonably determined by the Lead Borrower and the Required Lenders, (xii) any particular assets if
it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention with their fiduciary duties
and/or of civil or criminal liability (unless there is customary limitation language agreed between the Lead Borrower and the Administrative
Agent) for, inter alia, (x) the Swedish Guarantors or the (y) the Finnish Guarantors, and (xiii) the Securitization Assets,
including, for the avoidance of doubt, any bank accounts pledged pursuant to a Permitted Securitization; provided , that all proceeds
and products of Excluded Assets shall not constitute Excluded Assets and shall constitute Collateral unless such proceeds are specifically
excluded as one of the foregoing items.

  

 ( 13 )

  

 &ldquo; Excluded Subsidiary &rdquo;
means any Subsidiary where the Required Lenders and the Lead Borrower agree that the cost of obtaining a Guarantee by such Subsidiary
would be excessive in light of the practical benefit to the Lenders afforded thereby.

  

 &ldquo; Excluded Swap Obligation &rdquo;
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is
or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or
the application or official interpretation of any thereof) (a) by virtue of such Guarantor&rsquo;s failure to constitute an &ldquo;eligible
contract participant,&rdquo; as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or
grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation
or (b) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity
Exchange Act, because such Guarantor is a &ldquo;financial entity,&rdquo; as defined in section 2(h)(7)(C) of the Commodity Exchange
Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective
with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is
or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or
the application or official interpretation of any thereof).

  

 ( 14 )

  

 &ldquo; Excluded Taxes &rdquo;
has the meaning set forth in Section 3.01(a) .

  

 &ldquo; Existing Letters
of Credit &rdquo; means any letters of credit outstanding on the Closing Date and described on Schedule 1.01B .

  

 &ldquo; Facility &rdquo;
means a given Class of Term Loans, as the context may require.

  

 &ldquo; FATCA &rdquo;
means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof,
and any agreement pursuant to the implementation of the above with the United States Internal Revenue Service, the United States government
or any governmental or taxation authority in the United States, including the Agreement between the Government of the United States of
America and the Government of the Grand Duchy of Luxembourg to Improve International Tax Compliance and with respect to The United States
information reporting provisions commonly known as the Foreign Account Tax Compliance Act, and any rules, regulations or guidance enacted
thereunder or official interpretations thereof.

  

 &ldquo; fair market value &rdquo;
means (a) except as otherwise provided in clause (b) below, with respect to any asset or liability, the fair market value of
such asset or liability as determined by the Lead Borrower in good faith and (b) with respect to Securitization Assets, the current
value that would be attributed to such Securitization Assets by an independent and unaffiliated third party purchasing the Securitization
Assets in an arms-length sale transaction, as determined in good faith by the board of managers ( conseil de g&eacute;rance ) of
the Lead Borrower.

  

 &ldquo; Federal Funds Rate &rdquo;
means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if
no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to DBNY on such day on such transactions as determined by the Administrative
Agent and (c) if such rate per annum as otherwise determined in accordance with the provisions above is less than zero, then the
Federal Funds Rate shall be deemed to be zero.

  

 &ldquo; Final DIP Order &rdquo;
means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and
conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the
rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to
the foregoing, authorize and approve, on a final basis, among other matters, (i) the Loan Parties&rsquo; entry into the Loan Documents,
(ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the OpCo Debtors and the granting
of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of OpCo Cash Collateral (as defined in the Final
DIP Order), and (v) the granting of adequate protection to the Prepetition OpCo Secured Parties.

  

 &ldquo; Final Roll-Up Term
Loans &rdquo; has the meaning set forth in Section 2.01(b) .

  

 &ldquo; Finnish Collateral &rdquo;
has the meaning set forth in Section 1.16 .

  

 &ldquo; Finnish Companies
Act &rdquo; has the meaning set forth in Section 11.20 .

  

 ( 15 )

  

 &ldquo; Finnish Party &rdquo;
has the meaning set forth in Section 1.16 .

  

 &ldquo; FIRREA &rdquo;
means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

  

 &ldquo; First Day Orders &rdquo;
shall mean all material orders entered by the Bankruptcy Court pursuant to motions filed on or about the Petition Date by the Debtors.
The First Day Orders must be reasonably acceptable to the Required Lenders.

  

 &ldquo; Flood Laws &rdquo;
means collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance
Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the
Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood
Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

  

 &ldquo; Floor &rdquo;
means (i) with respect to the Term Loans, a rate of interest equal to 3.00% and (ii) with respect to the Roll-Up Loan (Rev),
a rate of interest equal to 0.00%.

  

 &ldquo; Foreign Pension
Plan &rdquo; means any occupational pension plan, fund (including, without limitation, any superannuation fund) or other similar program
established, contributed to or maintained outside the United States on a voluntary basis by any Loan Party (other than a Luxembourg Loan
Party) or any Restricted Subsidiary, as a single employer or as part of a group of employers, primarily for the benefit of employees
of any Loan Party or any Restricted Subsidiary residing outside the United States, which plan, fund or other similar program provides,
retirement income, and which plan is not subject to ERISA or the Code.

  

 &ldquo; Foreign Guarantors &rdquo;
means each Guarantor that is not a Domestic Loan Party.

  

 &ldquo; Foreign Loan Party &rdquo;
means any Loan Party that is not a Domestic Loan Party.

  

 &ldquo; Foreign Subsidiary &rdquo;
means any Subsidiary that is not a Domestic Subsidiary.

  

 &ldquo; Four Party Intercreditor
Agreement &rdquo;means that certain Intercreditor Agreement, dated as of the January 17, 2025, by and among (i) Deutsche
Bank AG New York Branch, as the administrative agent and collateral agent for the lenders under the Prepetition Superpriority Revolving
Credit Agreement, (ii) Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the lenders under the
Prepetition OpCo Credit Agreement, (ii) Alter Domus (US) LLC, as collateral agent under the Prepetition Super Holdco Credit Agreement,
as amended, amended and restated, modified or supplemented from time to time, and (iv) Alter Domus (US) LLC, as collateral agent
under the Prepetition Second Lien Notes Indenture, as amended, amended and restated, modified or supplemented from time to time.

  

 &ldquo; FRB &rdquo;
means the Board of Governors of the Federal Reserve System of the United States.

  

 &ldquo; Fronting Exposure &rdquo;
means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender&rsquo;s Pro Rata Share or other
applicable share provided under this Agreement of the Outstanding Amount of L/C Obligations other than L/C Obligations as to which such
Defaulting Lender&rsquo;s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the
terms hereof.

  

 &ldquo; Fund &rdquo;
means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans
and similar extensions of credit in the ordinary course.

  

 &ldquo; Funded Debt &rdquo;
means all Indebtedness of the Lead Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the
date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date
more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

  

 ( 16 )

  

 &ldquo; GAAP &rdquo;
means generally accepted accounting principles in the United States of America, as in effect from time to time; provided , however ,
that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or
if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith.

  

 &ldquo; German Guarantor &rdquo;
means a Guarantor incorporated under the laws of Germany as a GmbH.

  

 &ldquo; German Insolvency
Event &rdquo; means (i) that an entity organized in the Federal Republic of Germany is unable to pay its debts as they fall due
within the meaning of Section 17 (&ldquo; Zahlungsunf&auml;higkeit &rdquo;) of the German Insolvency Code ( Insolvenzordnung ),
or (ii) an entity organized in the Federal Republic of Germany is overindebted within the meaning of Section 19 (&ldquo; &Uuml;berschuldung &rdquo;)
of the German Insolvency Code ( Insolvenzordnung ). In addition, &ldquo;German Insolvency Event&rdquo; will include, for any German
Loan Party, a petition for insolvency proceedings in respect of the assets ( Antrag auf Er&ouml;ffnung eines Insolvenzverfahrens )
of the respective German Loan Party is filed and has not been rejected on the grounds of inadmissibility, unless such filing is frivolous
or without any merit.

  

 &ldquo; German Loan Party &rdquo;
means any Loan Party organized under German Law.

  

 &ldquo; German Security &rdquo;
has the meaning set forth in Section 9.01(d) .

  

 &ldquo; GmbH &rdquo;
means a German limited liability company ( Gesellschaft mit beschr&auml;nkter Haftung ).

  

 &ldquo; GmbHG &rdquo;
means the German Limited Liabilities Companies Act ( Gesetz betreffend die Gesellschaften mit beschr&auml;nkter Haftung ).

  

 &ldquo; Governmental Authority &rdquo;
means any nation or government, the European Union, any state, provincial or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (and shall include the European Central Bank).

  

 &ldquo; Granting Lender &rdquo;
has the meaning specified in Section 10.07(j) .

  

 &ldquo; Guarantee &rdquo;
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the &ldquo; primary
obligor &rdquo;) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary
obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect
such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided
that the term &ldquo;Guarantee&rdquo; shall not include endorsements for collection or deposit, in either case in the ordinary course
of business or consistent with past practice, or customary and reasonable indemnity obligations in effect on the Closing Date or entered
into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect
to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term &ldquo;Guarantee&rdquo; as
a verb has a corresponding meaning.

  

 ( 17 )

  

 &ldquo; Guaranteed Obligations &rdquo;
has the meaning specified in Section 11.01 .

  

 &ldquo; Guarantor Joinder &rdquo;
means a joinder agreement substantially in the form of Exhibit H hereto.

  

 &ldquo; Guarantors &rdquo;
means each Closing Date Guarantor, those Subsidiaries of Holdings that have issued a Guarantee after the Closing Date pursuant to Section 6.18
and those Subsidiaries that have issued a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11 .

  

 &ldquo; Guaranty &rdquo;
means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

  

 &ldquo; Hazardous Materials &rdquo;
means all materials, pollutants, contaminants, chemicals, wastes or any other substances, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, electromagnetic radio frequency or microwave
emissions, that are listed, classified or regulated as hazardous or toxic, or any similar term, pursuant to any Environmental Law.

  

 &ldquo; Holdco &rdquo;
means Holdings and any Intermediate Holding Company.

  

 &ldquo; Holdings &rdquo;
has the meaning set forth in the introductory paragraph to this Agreement.

  

 &ldquo; Hong Kong &rdquo;
means Hong Kong Special Administrative Region of the People's Republic of China.

  

 &ldquo; Honor Date &rdquo;
has the meaning set forth in Section 2.03(c)(i).

  

 &ldquo; Indebtedness &rdquo;
means, as to any Person at a particular time, without duplication, all of the following:

  

 (a)           all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;

  

 (b)           the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of
credit (including standby and commercial), bankers&rsquo; acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;

  

 (c)           net
obligations of such Person under any Swap Contract;

  

 (d)           all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in
the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of
such Person in accordance with GAAP and is not paid within thirty (30) days after becoming due and payable and (iii) liabilities
accrued in the ordinary course);

  

 ( 18 )

  

 (e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar
financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

  

 (f)            all
Attributable Indebtedness;

  

 (g)           all
obligations of such Person in respect of Disqualified Equity Interests to the extent that the foregoing would constitute indebtedness
or a liability in accordance with GAAP; and

  

 (h)           to
the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

  

 For all purposes hereof,
the Indebtedness of any Person shall, in the case of the Lead Borrower and its Restricted Subsidiaries, exclude all intercompany Indebtedness
having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business.
The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the
aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by
such Person in good faith.

  

 &ldquo; Indemnified Liabilities &rdquo;
has the meaning set forth in Section 10.05 .

  

 &ldquo; Indemnified Taxes &rdquo;
has the meaning set forth in Section 3.01(a) .

  

 &ldquo; Indemnitees &rdquo;
has the meaning set forth in Section 10.05 .

  

 &ldquo; Independent Financial
Advisor &rdquo; means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in
the good faith judgment of the Lead Borrower, qualified to perform the task for which it has been engaged and that is independent of
the Lead Borrower and its Affiliates.

  

 &ldquo; Information &rdquo;
has the meaning set forth in Section 10.08 .

  

 &ldquo; Initial Budget &rdquo;
means the budget attached to the Interim DIP Order as Annex I .

  

 &ldquo; Initial New Money
Term Loans &rdquo; has the meaning set forth in Section 2.01(a) .

  

 &ldquo; Insolvency Regulation &rdquo;
means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) as
amended by Regulation (EU) 2021/2260 of the European Parliament and of the Council of 15 December 2021.

  

 &ldquo; Interest Payment
Date &rdquo; means, (a) as to any Benchmark Rate Loan, the last day of each Interest Period applicable to such Loan, any day
on which such Loan is converted into a Base Rate Loan, any day on which payment of principal in respect of such Benchmark Rate Loan is
made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise) of the
Facility under which such Loan was made; and (b) as to any Base Rate Loan, the last Business Day of each month, any day on which
payment of principal in respect of such Base Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the
Maturity Date (whether by acceleration or otherwise) of the Facility under which such Loan was made.

  

 ( 19 )

  

 &ldquo; Interest Period &rdquo;
means, as to each Benchmark Rate Loan, the period commencing on the date such Benchmark Rate Loan is disbursed or converted to or continued
as a Benchmark Rate Loan and ending on the date one (1) month thereafter or, to the extent agreed by each Lender of such Benchmark
Rate Loan or twelve (12) months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided that:

  

 (a)           any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business
Day;

  

 (b)           any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period;

  

 (c)           no
Interest Period shall extend beyond the Maturity Date; and

  

 (d)           at
the election of the Lead Borrower, the initial Interest Period for any Delayed Draw New Money Term Loan may be shorter than a month (a
 &ldquo;Stub Period&rdquo;) so that such Interest Period ends on the last day of the then-current Interest Period applicable to the outstanding
Initial New Money Term Loans, and thereafter such Delayed Draw New Money Term Loans shall have Interest Periods that are coterminous
with the Interest Periods applicable to the Initial New Money Term Loans.

  

 &ldquo; Interim DIP Order &rdquo;
means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and
conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the
rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to
the foregoing, authorize and approve, on an interim basis, among other matters, (i) the Loan Parties&rsquo; entry into the Loan
Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the OpCo Debtors and the
granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of Super Holdco Cash Collateral (as defined
in the Interim DIP Order), and (v) the granting of adequate protection to the Prepetition OpCo Secured Parties.

  

 &ldquo; Interim Roll-Up
Term Loans &rdquo; has the meaning set forth in Section 2.01(b).

  

 &ldquo; Intermediate Holding
Company &rdquo; means any wholly-owned Subsidiary of Holdings that (a) does not own assets other than issued and outstanding
Equity Interests of the Lead Borrower or a parent (other than Parent) and (b) is a Guarantor.

  

 &ldquo; Investment &rdquo;
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors,
officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension
of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any
obligation of, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such other
Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP (but excluding,
in the case of the Lead Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding
364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business); provided , however ,
that endorsements of negotiable instruments and documents in the ordinary course of business or consistent with past practice will not
be deemed to be an Investment. If the Lead Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests
of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary,
any Investment by the Lead Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed
to be a new Investment at such time.

  

 ( 20 )

  

 The amount of any Investment
outstanding at any time shall be the original cost of such Investment (with the fair market value of such Investment being measured at
the time such Investment is made and without giving effect to subsequent changes in value) as reduced by any dividend, distribution,
interest payment, return of capital, repayment or other amount (including in respect of dispositions) received in cash or Cash Equivalents
by a Lead Borrower or a Restricted Subsidiary in respect of such Investment; provided that the aggregate amount of such dividend,
distribution, interest payment, return of capital, repayment or other amount shall not exceed the original amount of such Investment.

  

 &ldquo; Investment Grade
Securities &rdquo; means:

  

 (a)           securities
issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof
(other than Cash Equivalents);

  

 (b)           debt
securities or debt instruments with a rating of &ldquo;A&ndash;&rdquo; or higher from S&P or &ldquo;A3&rdquo; or higher by Moody&rsquo;s
or the equivalent of such rating by such rating organization or, if no rating of Moody&rsquo;s or S&P then exists, the equivalent
of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments
constituting loans or advances among the Lead Borrower and its Subsidiaries; and

  

 (c)           investments
in any fund that invests exclusively in investments of the type described in clauses (a) and (b) above, which fund may
also hold cash and Cash Equivalents pending investment or distribution.

  

 &ldquo; IP Rights &rdquo;
has the meaning set forth in Section 5.15 .

  

 &ldquo; Irish Guarantor &rdquo;
has the meaning set forth in Section 11.13 .

  

 &ldquo; Irish Mobility
Regulations &rdquo; means the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended).

  

 &ldquo; Irish Subsidiary &rdquo;
means any subsidiary of the Lead Borrower incorporated under the laws of Ireland.

  

 &ldquo; Irish Transaction
Security &rdquo; means the security and Liens created or expressed to be created under any Collateral Documents governed by Irish
law.

  

 &ldquo; Junior Financing &rdquo;
has the meaning set forth in Section 7.13(a) . For the avoidance of doubt, the Prepetition Senior Notes shall not constitute
a Junior Financing.

  

 &ldquo; Junior Financing
Documentation &rdquo; means any documentation governing any Junior Financing.

  

 &ldquo; Latest Maturity
Date &rdquo; means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any
such specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments
hereunder at such time.

  

 ( 21 )

  

 &ldquo; Laws &rdquo;
means, collectively, all international, foreign, federal, state, regional, provincial and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

  

 &ldquo; L/C Advance &rdquo;
means, with respect to each L/C Lender, such Lender&rsquo;s funding of its reimbursement of any drawn Letter of Credit in accordance
with its Pro Rata Share.

  

 &ldquo;L/C Borrowing &rdquo;
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made
or otherwise reimbursed in accordance with Section 2.03(c) .

  

 &ldquo; L/C Commitment &rdquo;
shall mean the amount in U.S. Dollars set opposite each Lender&rsquo;s name under the heading &ldquo;L/C Commitment&rdquo; in Schedule
1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced
from time to time pursuant to the terms hereof. The aggregate amount of the L/C Commitments on the Closing Date is $34,129,086.23.

  

 &ldquo; L/C Lender &rdquo;
means any Lender who has an L/C Commitment or is deemed to hold a Roll-Up Loan (Rev) pursuant to Section 2.03.

  

 &ldquo; L/C Issuer &rdquo;
means DBNY.

  

 &ldquo; L/C Obligations &rdquo;
means as at any date of determination, the sum of (a) the aggregate undrawn amount of all Letters of Credit denominated in Dollars
outstanding at such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all Letters of Credit denominated in Alternative
Currencies outstanding at such time, and (c) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.

  

 &ldquo; Lead Borrower &rdquo;
has the meaning provided in the introductory paragraph hereof.

  

 &ldquo; Letters of Credit &rdquo;
means any letter of credit issued hereunder, including the Existing Letters of Credit, and any extensions, renewals or replacements thereof.

  

 &ldquo; Lender &rdquo;
has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer, and their
respective successors and assigns as permitted hereunder, each of which is referred to herein as a &ldquo;Lender.&rdquo;

  

 &ldquo; Lending Office &rdquo;
means, as to any Lender, such office or offices as such Lender may from time to time notify the Lead Borrower and the Administrative
Agent.

  

 &ldquo; Lien &rdquo;
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other
title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having
substantially the same economic effect as any of the foregoing).

  

 &ldquo; Liquidity &rdquo;
means, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties.

  

 &ldquo; Liquidity Report
Deadline &rdquo; has the meaning set forth in Section 6.20 .

  

 &ldquo; Loan &rdquo;
means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan.

  

 ( 22 )

  

 &ldquo; Loan Documents &rdquo;
means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents, (d) the Agent Fee Letter, (e) any
other document or instrument designated by the Lead Borrower and the Administrative Agent as a &ldquo;Loan Document&rdquo; and (f) any
other amendment or joinder to this Agreement.

  

 &ldquo; Loan Parties &rdquo;
means, collectively, each Borrower and each Guarantor.

  

 &ldquo; LuxCo Finance &rdquo;
means Trinseo LuxCo Finance SPV S.&agrave; r.l., a private limited liability company ( soci&eacute;t&eacute; &agrave; responsabilit&eacute;
limit&eacute;e ), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 130,
Boulevard de la P&eacute;trusse, L-2330 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B279526

  

 &ldquo; Luxembourg &rdquo;
means the Grand Duchy of Luxembourg.

  

 &ldquo; Luxembourg Guarantor &rdquo;
means a Guarantor incorporated in Luxembourg or having its centre of main interests (as this term is used in Article 3(1) of
the Insolvency Regulation) in Luxembourg; provided that for purposes of Section 11.12 , it shall mean any Guarantor
incorporated in Luxembourg that is a Subsidiary of the Lead Borrower.

  

 &ldquo; Luxembourg Insolvency
Event &rdquo; means, in relation to any entity incorporated and located in Luxembourg or any of its assets, any corporate action,
legal proceedings or other procedure or step in relation to bankruptcy ( faillite ), insolvency, liquidation, administrative dissolution
without liquidation ( dissolution administrative sans liquidation ), moratorium or reprieve from payment ( sursis de paiement ),
fraudulent conveyance ( actio pauliana ), general settlement with creditors, out-of-court mutual agreement ( r&eacute;organisation
extra-judiciaire par accord amiable ), judicial reorganisation ( r&eacute;organisation judiciaire ), judicial reorganisation
in the form of a stay to enter into a mutual agreement ( r&eacute;organisation par sursis accord amiable ), judicial reorganisation
by collective agreement ( r&eacute;organisation judiciaire par accord collectif ), judicial reorganisation by transfer of assets
or activities ( r&eacute;organisation judiciaire par transfert sous autorit&eacute; de justice ), conciliation ( conciliation )
or protective measures ( mesures en vue de pr&eacute;server les entreprises ), reorganization or similar laws affecting the rights
of creditors generally.

  

 &ldquo; Luxembourg Insolvency
Register &rdquo; means the Luxembourg Insolvency Register (Registre de l&rsquo;insolvabilit&eacute;) held and maintained by the RCS.

  

 &ldquo; Luxembourg Loan
Party &rdquo; means a Loan Party incorporated in Luxembourg or having its centre of main interests (as this term is used in Article 3(1) of
the Insolvency Regulation) in Luxembourg.

  

 &ldquo; Management Advances &rdquo;
means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants
of any Holdco, the Borrowers or any Restricted Subsidiary:

  

 (a)           (a) in
respect of travel, entertainment or moving-related expenses or other similar expenses or payroll advances incurred in the ordinary course
of business or consistent with past practice or (b) for purposes of funding any such person&rsquo;s purchase of Equity Interests
(or similar obligations) of the Holdcos (or any Parent) or any Restricted Subsidiary of the Lead Borrower;

  

 (b)           in
respect of moving-related expenses incurred in connection with any closing or consolidation of any facility or office; or

  

 (c)           not
exceeding $1,000,000 in the aggregate outstanding at any time.

  

 &ldquo; Management Stockholders &rdquo;
means the members of management of any Holdco (or any Parent), the Lead Borrower or any Restricted Subsidiary who are investors in Holdings
or any Parent.

  

 ( 23 )

  

 &ldquo; Margin Stock &rdquo;
shall have the meaning assigned to such term in Regulation U of the FRB.

  

 &ldquo; Master Agreement &rdquo;
has the meaning specified in the definition of &ldquo;Swap Contract.&rdquo;

  

 &ldquo; Material Adverse
Effect &rdquo; means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or
financial condition of the Lead Borrower and its Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability
of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which
the Lead Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to
the Lenders or the Collateral Agent under any Loan Document or on the ability of the Loan Parties, taken as a whole, to perform their
payment obligations to the Lenders, in each case, under the Loan Documents, in each case, other than the commencement of the Chapter
11 Cases, the events that lead to the commencement of the Chapter 11 Cases, events that customarily and reasonably result from the commencement
of the Chapter 11 Cases and the consummation of the transactions contemplated by the First Day Orders and the Restructuring Support Agreement.

  

 &ldquo; Maturity Date &rdquo;
means the earliest to occur of (a) May 28, 2027, (b) 11:59 p.m. New York City Time on the date that is four (4) calendar
days after the Petition Date if the Interim DIP Order, in form and substance acceptable in all respects to the Required Lenders, has
not been entered by the Bankruptcy Court prior to such date and time, (c) 11:59 p.m. New York City Time on the date that is
thirty-five (35) calendar days after the Petition Date (or if such thirty-fifth day is not a Business Day, the first succeeding Business
Day thereafter), if the Final DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered
by the Bankruptcy Court prior to such date and time, (d) Chapter 11 Plan Effective Date, (e) dismissal of any of the Chapter
11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code without the prior written consent
of the Required Lenders, (f) the acceleration of the outstanding Term Loans and the termination of the commitments of each Lender
to make Term Loans under the this Agreement, in each case, pursuant to Section 8.02, and (g) the closing of a sale of all or
substantially all assets or equity of the Loan Parties (other than to another Loan Party).

  

 &ldquo; Maximum Rate &rdquo;
has the meaning specified in Section 10.10 .

  

 &ldquo; Maximum Securitization
Facility Size &rdquo; means, at any time, with respect to a Permitted Securitization, the aggregate amount of the revolving commitments
(or equivalent commitments) that the lenders or purchasers under such Permitted Securitization are committed to fund (whether or not
any conditions to funding have been satisfied) for the maximum possible amount of funding committed to be provided under such Permitted
Securitization by such lenders or purchasers.

  

 &ldquo; MNPI &rdquo;
means, with respect to any Person, information and documentation that is (a) (x) not publicly available if such Person and
its Subsidiaries are public reporting companies or (y) of a type that would not be publicly available (and could not be derived
from publicly available information) if such Person and its Subsidiaries were public reporting companies and (b) material with respect
to such Person, its Subsidiaries or the respective securities of such Person and its Subsidiaries for purposes of United States Federal
and state securities laws, in each case, assuming such laws were applicable to such Person and its Subsidiaries.

  

 &ldquo; Milestones &rdquo;
has the meaning set forth in Schedule 1.01B .

  

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. and any successor thereto.

  

 &ldquo; Multiemployer Plan &rdquo;
means a &ldquo;multiemployer plan&rdquo; as defined in Section 4001(a)(3) of ERISA, to which any Loan Party, any Restricted
Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has
made or been obligated to make contributions.

  

 ( 24 )

  

 &ldquo; Nationally Recognized
Statistical Rating Organization &rdquo; means a nationally recognized statistical rating organization within the meaning of Rule 436
under the Securities Act.

  

 &ldquo; Net Assets &rdquo;
means net assets of the relevant German Guarantor calculated (on the date on which the relevant German Guarantor becomes a party to this
Agreement) in accordance with the principle of orderly bookkeeping ( Grunds&auml;tze ordnungsm&auml;&szlig;iger Buchf&uuml;hrung )
applying the same accounting principles ( Bilanzierungsgrunds&auml;tze ) which have been consistently applied by the relevant German
Guarantor in preparing its unconsolidated balance sheets ( Jahresabschluss ) (Section 42 GmbHG, Sections 242, 264 German Commercial
Code ( Handelsgesetzbuch )) in the previous years, save that the following balance sheet items shall be adjusted as follows: (i) as
far as the registered share capital was not paid in full, the amount not paid in shall be deducted from the amount of the registered
share capital of that German Guarantor; (ii) loans provided to the relevant German Guarantor by a member of the Group shall be disregarded,
if and to the extent that such loans were subordinated pursuant to Section 39 paragraph 1 Nr. 5 or Section 39 paragraph 2 of
the German Insolvency Code ( Insolvenzordnung ) (or would be subordinated in case of insolvency) and (iii) financial liabilities
incurred by that German Guarantor in breach of the Loan Documents shall not be taken into account as liabilities.

  

 &ldquo; Net Proceeds &rdquo;
means:

  

 (a)           100%
of the cash proceeds actually received by the Lead Borrower or any of its Restricted Subsidiaries (including any cash payments received
by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise
and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition
or Casualty Event, net of (i) attorneys&rsquo; fees, accountants&rsquo; fees, investment banking fees, survey costs, title insurance
premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required
payments of other obligations (including without limitation principal amount, premium or penalty, if any, interest and other amounts)
(other than pursuant to the Loan Documents), other customary expenses and brokerage, consultant and other customary fees actually incurred
in connection therewith, (ii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the
 pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (ii)) attributable to minority interests
and not available for distribution to or for the account of the Lead Borrower or a wholly owned Restricted Subsidiary as a result thereof,
(iii) taxes paid or reasonably estimated to be payable as a result thereof, and (iv) the amount of any reasonable reserve established
in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above)
(x) related to any of the applicable assets and (y) retained by the Lead Borrower or any of its Restricted Subsidiaries including,
without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment
in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such
reduction);

  

 (b)             100%
of the cash proceeds actually received from the incurrence, issuance or sale by the Lead Borrower or any of the Restricted Subsidiaries
of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking
fees and discounts and attorneys fees), commissions, costs and other expenses, in each case incurred in connection with such issuance
or sale; and

  

 (c)           100%
of the cash proceeds actually received from the issuance or sale of Equity Interests in Holdings or the Lead Borrower, net of all taxes
paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts attorneys fees),
commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

  

 ( 25 )

  

 For purposes of calculating
the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Lead Borrower shall be disregarded.

  

 &ldquo; New Money Commitments &rdquo;
shall mean the amount in U.S. Dollars set opposite each Lender&rsquo;s name under the heading &ldquo;New Money Commitment&rdquo; in Schedule
1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced
from time to time pursuant to the terms hereof. The aggregate amount of the New Money Commitments on the Closing Date is $90,000,000.

  

 &ldquo; New Money Term
Loans &rdquo; shall have the meaning specified in Section 2.01(a) and shall include, for the avoidance of doubt, the Initial
New Money Term Loans and the Delayed Draw New Money Term Loans.

  

 &ldquo; Non-Consenting
Lender &rdquo; has the meaning set forth in Section 3.07(d) .

  

 &ldquo; Non-Defaulting
Lender &rdquo; means, at any time, a Lender that is not a Defaulting Lender.

  

 &ldquo; Non-Loan Party &rdquo;
means any Restricted Subsidiary that is not a Loan Party.

  

 &ldquo; Note &rdquo;
means a Term Note.

  

 &ldquo; Obligated Party &rdquo;
has the meaning set forth in Section 1.03(c) .

  

 &ldquo; Obligations &rdquo;
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without
limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries
to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay
principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other
amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect
of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

  

 &ldquo; Officer&rsquo;s
Certificate &rdquo; means, with respect to any Person, a certificate signed by one Responsible Officer of such Person. Unless otherwise
provided, &ldquo;Officer&rsquo;s Certificate&rdquo; means an Officer&rsquo;s Certificate of the Lead Borrower.

  

 &ldquo; OID &rdquo;
means original issue discount.

  

 &ldquo; OpCo 2028 Term
Lenders Ad Hoc Group &rdquo; means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Gibson, Dunn &
Crutcher LLP, (b) Lazard Freres & Co.

  

 &ldquo; OpCo 2028 Term
Lenders Ad Hoc Group&rsquo;s Advisors &rdquo; means, collectively, (i) Gibson, Dunn & Crutcher LLP, as counsel to the
OpCo 2028 Term Lenders Ad Hoc Group, (ii) Lazard Freres & Co., as financial advisor to OpCo 2028 Term Lenders Ad Hoc Group
and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed),
such other attorneys, financial advisors or professionals retained by or on behalf of the OpCo 2028 Term Lenders Ad Hoc Group).

  

 ( 26 )

  

 &ldquo; OpCo Debtors &rdquo;
means means each of Parent, Holdings, the Lead Borrower and the Co-Borrower and any other entity, as set forth under the heading &ldquo; OpCo
Debtors &rdquo; on Schedule 1.01D .

  

 &ldquo; Organization Documents &rdquo;
means, (a) with respect to any corporation, the certificate or articles of incorporation, the articles of association, the bylaws
and the unanimous shareholder agreements or declarations (or equivalent or comparable constitutive documents with respect to any non-U.S.
jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and the
operating or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) or
articles of association; (c) with respect to any partnership, joint venture, trust or other form of business entity, the articles
of association, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority
in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of
such entity; and (d) in respect of any German Loan Party, its (i) articles of association ( Satzung ), (ii) commercial
register extract ( Handelsregisterauszug ) and list of shareholders ( Gesellschafterliste ); and (e) in respect of any
Swedish Guarantor, its (i) articles of association (Sw . bolagsordning ) and (ii) certificate of registration (Sw. registreringsbevis ).

  

 &ldquo; Other Connection
Taxes &rdquo; 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 Loan Document).

  

 &ldquo; Other Taxes &rdquo;
has the meaning specified in Section 3.01(a) .

  

 &ldquo; Outstanding Amount &rdquo;
means (a) with respect to the Term Loans, on any date, the aggregate outstanding Dollar Amount thereof after giving effect to any
borrowings and prepayments or repayments of Term Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit
or L/C Credit Extensions as a deemed Roll-Up Loan (Rev) pursuant to Section 2.03 ); and (b) with respect to any L/C Obligations
on any date, the outstanding Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date
and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters
of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a deemed Roll-Up
Loan (Rev) pursuant to Section 2.03 ) or any reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date.

  

 &ldquo; Overnight Rate &rdquo;
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of the Federal Funds Rate and an overnight
rate determined by the Administrative Agent, an L/C Issuer, as applicable, in accordance with banking industry rules on interbank
compensation, (b) with respect to any amount denominated in any Alternative Currency, the rate of interest per annum at which overnight
deposits in such Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined,
would be offered for such day by a branch or Affiliate of the Administrative Agent or the L/C Issuer, as applicable, in the applicable
offshore interbank market for such Alternative Currency to major banks in such interbank market.

  

 &ldquo; Parallel Debt &rdquo;
has the meaning specified in Section 9.15(b) .

  

 ( 27 )

  

 &ldquo; Parent &rdquo;
means Trinseo Public Limited Company, a public limited company incorporated in Ireland with registered number 56269, and any holding
company Subsidiary thereof which owns, directly or indirectly, 100% of the outstanding Equity Interests of the Lead Borrower.

 &ldquo; Participant &rdquo;
has the meaning specified in Section 10.07(e) .

 &ldquo; Participant Register &rdquo;
has the meaning specified in Section 10.07(e) .

 &l…

EX-10.2 · tm2615985d1_ex10-2.htm

Type

EX-10.2

File

tm2615985d1_ex10-2.htm

Document text
EX-10.2 · tm2615985d1_ex10-2.htm EX-10.2 3 tm2615985d1_ex10-2.htm EXHIBIT 10.2   Exhibit 10.2       SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION HOLDCO CREDIT AGREEMENT   Dated as of May 28, 2026   among   TRINSEO PLC, as Parent and as Debtor and Debtor-in-Possession,   Trinseo NA Finance LLC , as Holdings and as Debtor and Debtor-in-Possession,   TRINSEO LUXCO FINANCE SPV S.À R.L., as the Lead Borrower and as Debtor and Debtor-in-Possession,   Trinseo NA Finance SPV LLC , as the Co-Borrower and as Debtor and Debtor-in-Possession,   THE GUARANTORS PARTY HERETO FROM TIME TO TIME if a Debtor, as Debtor and Debtor-in-Possession,   THE LENDERS PARTY HERETO FROM TIME TO TIME,   and   ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent             Table of Contents   Page   Article I Definitions and Accounting Terms      2     Section 1.01 Defined Terms 2 Section 1.02 Luxembourg Terms 44 Section 1.03 Reserved 45 Section 1.04 Other Interpretive Provisions 46 Section 1.05 Accounting Terms 46 Section 1.06 Rounding 46 Section 1.07 References to Agreements, Laws, Etc. 47 Section 1.08 Times of Day 47 Section 1.09 Timing of Payment of Performance 47 Section 1.10 Reserved 47 Section 1.11 Currency Equivalents 47 Section 1.12 Reserved 47 Section 1.13 Reserved 47 Section 1.14 Rates 47 Section 1.15 German Terms 48 Section 1.16 Restricted Lender/Loan Party 49 Section 1.17 Authorization 50 Section 1.18 Cashless Roll 50       Article II The Commitments and Credit Extensions 50     Section 2.01 Term Loans 50 Section 2.02 Borrowings, Conversions and Continuations of Loans 52 Section 2.03 Reserved 53 Section 2.04 Reserved 53 Section 2.05 Prepayments 53 Section 2.06 Termination or Reduction of Commitments 56 Section 2.07 Repayment of Loans 56 Section 2.08 Interest 56 Section 2.09 Payments 57 Section 2.10 Computation of Interest and Fees 57 Section 2.11 Evidence of Indebtedness 57 Section 2.12 Payments Generally 58 Section 2.13 Sharing of Payments 60 Section 2.14 Reserved 61 Section 2.15 Reserved 61 Section 2.16 Reserved 61 Section 2.17 Reserved 61 Section 2.18 Reserved 61 Section 2.19 Defaulting Lenders 61 Section 2.20 Borrower Obligations Joint and Several 62 Section 2.21 Benchmark Replacement Setting 63 Section 2.22 Tax Treatment 64       Article III Taxes, Increased Costs Protection and Illegality 65     Section 3.01 Taxes 65   ( i )   Section 3.02 Illegality 70 Section 3.03 Inability to Determine Rates 70 Section 3.04 Increased Cost and Reduced Return; Capital Adequacy 71 Section 3.05 [Reserved] 72 Section 3.06 Matters Applicable to All Requests for Compensation 72 Section 3.07 Replacement of Lenders under Certain Circumstances 73 Section 3.08 Survival 74       Article IV Conditions Precedent to Credit Extensions 74     Section 4.01 Conditions Precedent to Closing 74 Section 4.02 [Reserved] 77 Section 4.03 All Credit Events 77       Article V Representations and Warranties 78     Section 5.01 Existence, Qualification and Power; Compliance with Laws 78 Section 5.02 Authorization; No Contravention 78 Section 5.03 Governmental Authorization; Other Consents 79 Section 5.04 Binding Effect 79 Section 5.05 Financial Statements; No Material Adverse Effect 79 Section 5.06 Litigation 80 Section 5.07 Ownership of Property; Liens 80 Section 5.08 Environmental Matters 80 Section 5.09 Taxes 81 Section 5.10 ERISA Compliance 81 Section 5.11 Subsidiaries; Equity Interests 81 Section 5.12 Margin Regulations; Investment Company Act 82 Section 5.13 Disclosure 82 Section 5.14 Designation 82 Section 5.15 Intellectual Property; Licenses, Etc. 82 Section 5.16 [Reserved] 83 Section 5.17 Subordination of Junior Financing 83 Section 5.18 Collateral Documents 83 Section 5.19 Centre of Main Interest 83 Section 5.20 Pensions Act 84 Section 5.21 [Reserved 84 Section 5.22 USA Patriot Act, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions 84 Section 5.23 Luxembourg Specific Representations 85 Section 5.24 No Public Financial Support in Connection with the Covid-19 Pandemic 85 Section 5.25 Budget; Variance Report 85 Section 5.26 Orders 85 Section 5.27 Bankruptcy Matters 86 Section 5.28 Insolvency 86 Section 5.29 Centre of Main Interest 86       Article VI Affirmative Covenants 86     Section 6.01 Financial Statements 86 Section 6.02 Certificates; Other Information 87   ( ii )   Section 6.03 Notices 87 Section 6.04 Payment of Taxes 88 Section 6.05 Preservation of Existence, Etc. 88 Section 6.06 Maintenance of Properties 88 Section 6.07 Maintenance of Insurance 88 Section 6.08 Compliance with Laws 89 Section 6.09 Books and Records 89 Section 6.10 Inspection Rights 89 Section 6.11 Additional Collateral 90 Section 6.12 Reserved 90 Section 6.13 Reserved 90 Section 6.14 Further Assurances 90 Section 6.15 Reserved 90 Section 6.16 Reserved 90 Section 6.17 Use of Proceeds 90 Section 6.18 Post-Closing Actions 91 Section 6.19 Compliance with Anti-Corruption Laws 91 Section 6.20 Liquidity 91 Section 6.21 Lender Calls 91 Section 6.22 Budget and Variance Reporting 91 Section 6.23 Milestones 92 Section 6.24 Bankruptcy Related Matters 92       Article VII Negative Covenants 93     Section 7.01 Liens 93 Section 7.02 Subsidiaries 97 Section 7.03 Indebtedness 97 Section 7.04 Fundamental Changes 100 Section 7.05 Dispositions 100 Section 7.06 Restricted Payments 102 Section 7.07 Certain Undertakings Relating to Separateness 102 Section 7.08 Transactions with Affiliates 104 Section 7.09 Burdensome Agreements 105 Section 7.10 Americas Styrenics 106 Section 7.11 Prepetition OpCo Credit Agreement 106 Section 7.12 Accounting Changes 106 Section 7.13 Prepayments, Etc. of Indebtedness 106 Section 7.14 Specified IP Covenant 107 Section 7.15 Foreign Guarantors 107 Section 7.16 No Flowback 107 Section 7.17 Permitted Variance; Liquidity 108 Section 7.18 Chapter 11 Cases 108 Section 7.19 Centre of Main Interests 109       Article VIII Events of Default and Remedies 109     Section 8.01 Events of Default 109 Section 8.02 Remedies Upon Event of Default 115 Section 8.03 Application of Funds 116   ( iii )   Article IX Administrative Agent and Other Agents 117     Section 9.01 Appointment and Authorization of Agents 117 Section 9.02 Delegation of Duties 119 Section 9.03 Liability of Agents 119 Section 9.04 Reliance by Agents 120 Section 9.05 Notice of Default 122 Section 9.06 Credit Decision; Disclosure of Information by Agents 122 Section 9.07 Indemnification of Agents 123 Section 9.08 Merger or Consolidation 123 Section 9.09 Successor Agents 124 Section 9.10 Administrative Agent May File Proofs of Claim 125 Section 9.11 Collateral and Guaranty Matters 126 Section 9.12 Certain Rights of Agent 128 Section 9.13 Appointment of Supplemental Agents 128 Section 9.14 Force Majeure 129 Section 9.15 Parallel Debt owed to Collateral Agent 129 Section 9.16 No Discretion 130 Section 9.17 German Security Documents 130       Article X Miscellaneous  132     Section 10.01 Amendments, Etc. 132 Section 10.02 Notices and Other Communications; Facsimile Copies 134 Section 10.03 No Waiver; Cumulative Remedies 135 Section 10.04 Attorney Costs and Expenses 135 Section 10.05 Indemnification 136 Section 10.06 Payments Set Aside 137 Section 10.07 Successors and Assigns 137 Section 10.08 Confidentiality 142 Section 10.09 Setoff 143 Section 10.10 Interest Rate Limitation 143 Section 10.11 Counterparts 143 Section 10.12 Integration 144 Section 10.13 Survival of Representations and Warranties 144 Section 10.14 Severability 144 Section 10.15 GOVERNING LAW 145 Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY 146 Section 10.17 Binding Effect 146 Section 10.18 USA Patriot Act 146 Section 10.19 No Advisory or Fiduciary Responsibility 146 Section 10.20 Judgment Currency 147 Section 10.21 Reserved 148 Section 10.22 Order Control 148 Section 10.23 Certain ERISA Matters 148 Section 10.24 Indonesian Language 150       Article XI Guarantee  150     Section 11.01 The Guarantee 150 Section 11.02 Obligations Unconditional 150   ( iv )   Section 11.03 Reinstatement 152 Section 11.04 Subrogation; Subordination 152 Section 11.05 Remedies 152 Section 11.06 Instrument for the Payment of Money 152 Section 11.07 Continuing Guarantee 152 Section 11.08 General Limitation on Guarantee Obligations 152 Section 11.09 Specific Limitation for Swiss Guarantors 153 Section 11.10 Specific Limitation for Belgian Guarantors 154 Section 11.11 Specific Limitation for Irish Guarantors 155 Section 11.12 Specific Limitation for German Guarantors 156 Section 11.13 Reserved 158 Section 11.14 Reserved 158 Section 11.15 Release of Guarantors 158 Section 11.16 Right of Contribution 158 Section 11.17 Reserved 158 Section 11.18 Reserved 159 Section 11.19 Reserved 159 Section 11.20 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 159   ( v )   SCHEDULES       Schedule 1.01A -- New Money Commitments Schedule 1.01B -- Milestones Schedule 1.01C -- [Reserved] Schedule 1.01D -- Loan Parties Schedule 1.01E -- Investments Schedule 5.08(a) -- Environmental Matters Schedule 5.15 -- [Reserved] Schedule 6.18 -- Post-Closing Actions Schedule 7.01(k) -- Liens Schedule 7.03(j) -- Indebtedness Schedule 7.07(o) -- Independent Managers Schedule 7.08 -- Affiliate Transactions Schedule 10.02 -- Notices and Other Communications   EXHIBITS   Form of       Exhibit A -- Committed Loan Notice Exhibit B -- Term Note Exhibit C -- Assignment and Assumption Exhibit D -- Pledge and Security Agreement Exhibit E -- Guarantor Joinder       Annex I      Initial Budget     SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION HOLDCO CREDIT AGREEMENT   This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION HOLDCO CREDIT AGREEMENT is entered into as of May 28, 2026 (as may be amended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”), among TRINSEO PLC, an Irish a public limited company (“ Parent ”) as a debtor and debtor-in-possession in the Chapter 11 Cases, Trinseo NA Finance LLC , a Texas limited liability company (“ Holdings ”) as a debtor and debtor-in possession in the Chapter 11 Cases , TRINSEO LUXCO FINANCE SPV S.À R.L., a private limited liability company ( société à responsabilité limitée ), incorporated and existing under the laws of Luxembourg, having its registered office at 130, boulevard de la Pétrusse, L-2330 Luxembourg, registered with the R.C.S. Luxembourg under number B279526 (the “ Lead Borrower ”), as a debtor and debtor-in possession in the Chapter 11 Cases, Trinseo NA Finance SPV LLC , a Delaware limited liability company (the “ Co-Borrower ”, together with the Lead Borrower, the “ Borrowers ” and each, a “ Borrower ”) as a debtor and debtor-in possession in the Chapter 11 Cases, the Guarantors party hereto from time to time, if an SHC Debtor, as a debtor and debtor-in possession in the Chapter 11 Cases, the Lenders party hereto from time to time (collectively, the “ Lenders ” and individually, a “ Lender ”) and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent.   PRELIMINARY STATEMENTS   On May 26, 2026 (the “ Petition Date ”), Holdings and certain of its Affiliates, in their capacities as debtors and debtors in possession (Holdings and such Affiliates, each as set forth under the heading “SHC Debtors” on Schedule 1.01D , collectively, the “ SHC Debtors ”, and, each, an “ SHC Debtor ”) filed voluntary petitions with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Bankruptcy Court ”) initiating their respective jointly administered cases under Chapter 11 of the Bankruptcy Code (Case No. 26-90545) (collectively, the “ Chapter 11 Cases ”), and each SHC Debtor has continued and is continuing in the possession of its assets and management of its business pursuant to Sections 1107 and 1108 of the Bankruptcy Code;   The Borrowers have requested that the Lenders provide the Borrowers with a senior secured super-priority priming term loan debtor-in-possession credit facility (the “ DIP Facility ”), consisting of (a) (i) New Money Commitments funded by the Lenders on the Closing Date and (ii) the New Money Commitments funded by the Lenders after the Closing Date in accordance with the terms and conditions of this Agreement and the DIP Orders, and (b) Prepetition Super HoldCo Secured Obligations that will be deemed “rolled up” as term loans hereunder on a dollar-for-dollar basis, in each case, pursuant to the terms, and subject to the conditions set forth, in this Agreement and the DIP Orders;   The Lenders are willing to make term loans to the Borrowers, subject to the terms and conditions set forth in this Agreement and the DIP Orders; and   The Obligations of the Borrowers are guaranteed by the Guarantors and, secured by Liens on the Collateral, in each case, as set forth in, and subject to, the Loan Documents and the DIP Orders.         In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:   Article I   Definitions and Accounting Terms   Section 1.01         Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:   “ Ad Hoc Group ” means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Paul Hastings LLP and PJT Partners LP.   “ Ad Hoc Group’s Advisors ” means, collectively, (i) Paul Hastings, LLP, as counsel to the Ad Hoc Group, (ii) PJT Partners LP, as financial advisor to the Ad Hoc Group, in accordance with the terms of that certain fee letter effective as of April 20, 2026, and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys, financial advisors or professionals retained by or on behalf of the Ad Hoc Group (including the retention of any such professionals made by Paul Hastings).   “ Adequate Protection Provisions ” means the provisions in the Interim DIP Order or, once entered, in the Final DIP Order, granting adequate protection to the Prepetition SHC Secured Parties.   “ Administrative Agent ” means Alter Domus (US) LLC, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.   “ Administrative Agent’s Office ” means the Administrative Agent’s address and account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.   “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.   “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.   “ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.   “ Agent Fee Letter ” means that certain fee letter, dated as of May 28, 2026, by and between the Borrowers and the Administrative Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.   “ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).   “ Aggregate Commitments ” means the New Money Commitments of all the Lenders.   2     “ Agreement ” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.   “ Altuglas ” means Altuglas LLC, a Delaware limited liability company.   “ Altuglas IP License Agreement ” has the meaning set forth in the definition of Specified IP License agreements.   “ Amended and Restated Specified IP License Agreements ” means, collectively, (i) the Amended and Restated Technology License Agreement dated January 17, 2025 entered into between Trinseo Europe, as licensor, and Altuglas, as licensee, which amends and replaces the Altuglas IP License Agreement and (ii) the Amended and Restated Technology License Agreement dated January 17, 2025, entered into between Trinseo Europe, as licensor, and Aristech, as licensee, which amends and replaces the Aristech IP License Agreement.   “ Amendment and Restatement Agreement to the Security Trust Agreement ” means the German law governed amendment and restatement agreement to the security trust agreement originally dated 4 February 2024 (as amended and restated pursuant to an amendment and restatement agreement 17 January 2025, the “ Security Trust Agreement ”) between, inter alia, the Collateral Agent, the Prepetition Second Lien Trustee, the Loan Parties and the Original Debtors (as defined in the Security Trust Agreement).   “ Americas Styrenics ” means Americas Styrenics LLC, a Delaware limited liability company.   “ Annual Financial Statements ” means the audited consolidated balance sheets and related statements of comprehensive income, shareholders’ equity and cash flows of Americas Styrenics for the fiscal year ended December 31, 2025.   “ Annual Threshold ” has the meaning set forth in Section 2.05(b)(iii) .   “ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.   “ Applicable Margin ” means a percentage per annum equal to:   (a) with respect to the New Money Term Loans maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and   (b) with Roll Up Term Loans maintained as: (i) Base Rate Loans, 7.50% and (ii) SOFR Rate Loans, 8.50%.   “ Applicable Period ” means, with respect to any Variance Report Deadline occurring on a Variance Covenant Test Date, the two-week period consisting of (i) the calendar week ending on the Sunday immediately preceding such Variance Report Deadline and (ii) the calendar week immediately preceding such week, in each case as set forth in the then-current Approved Budget.   3     “ Approved Bank ” has the meaning set forth in clause 3 of the definition of “ Cash Equivalents ”.   “ Approved Fund ” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.   “ Aristech ” means Aristech Surfaces LLC, a Kentucky limited liability company.   “ Aristech IP License Agreement ” has the meaning set forth in the definition of Specified IP License agreements.   “ Assignees ” has the meaning set forth in Section 10.07(b) .   “ Assignment and Assumption ” shall mean an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.07 ), in the form of Exhibit C or any other form approved by the Administrative Agent and the Lead Borrower.   “ Attorney Costs ” means and includes all reasonable, documented fees, expenses and disbursements of any law firm or other external legal counsel required to be reimbursed by any Loan Party pursuant to the terms of any Loan Document.   “ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.   “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.20(d) .   “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.   “ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.   “ Basel III ” means:   (i)             the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;   4     (ii)             the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and   (iii)             any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".   “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00% per annum; provided that in no event shall the Base Rate be less than the Floor. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.   “ Base Rate Loan ” means a Term Loan that bears interest based on the Base Rate.   “ Base Rate Term SOFR Determination Day ” has the meaning specified in the definition of “Term SOFR”.   “ 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 2.20(a) .   “ Benchmark Replacement ” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent (at the written direction of the Required Lenders) and the Lead Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan 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 (at the written direction of the Required Lenders) and the Lead Borrower 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 at such time.   5     “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark:   1.             in the case of clause 1 or 2 of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or   2.             in the case of clause 3 of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause 3 and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.   For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause 1 or 2 with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).   “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:   1.             a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);   2.             a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or   6     3.             a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.   For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).   “ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).   “ 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 Loan Document in accordance with Section 2.20 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.20 .   “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.   “ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.   “ Board of Directors ” means, for any Person, the board of directors, the general partner or other governing body of such Person or, if such Person does not have such a board of directors, general partner or other governing body and is owned or managed by a single entity, the Board of Directors or board of managers ( conseil de gérance ) of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Lead Borrower.   7     “ Borrower ” has the meaning provided in the introductory paragraph hereof.   “ Borrower Retained Prepayment Amounts ” has the meaning set forth in Section 2.05(b)(viii) .   “ Borrowing ” means a Term Borrowing.   “ Business Day ” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York, Luxembourg or Ireland or is a day on which banking institutions in such jurisdictions are authorized or required by Law to close, and in the case of a Business Day which relates to a SOFR Loan, a U.S. Government Securities Business Day.   “ Capitalized Leases ” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.   “ Carve-Out ” has the meaning assigned to such term in the Interim DIP Order (with respect to the period prior to the entry of the Final DIP Order) or the Final DIP Order (from and after the date on which the Final DIP Order is entered).   “ Cash Equivalents ” means any of the following types of Investments:   1.             Dollars held by the Loan Parties from time to time in the ordinary course of business;   2.             readily marketable obligations issued or directly and fully Guaranteed or insured by the United States government or, in each case, any agency or instrumentality of thereof ( provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than 24 months from the date of acquisition;   3.             certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances issued by any commercial bank or trust company bank that is organized under the Laws of the United States, any state thereof or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District of Columbia and is a member of the Federal Reserve System, and (b) has combined capital and surplus in excess of $100,000,000 (any such Persons being an “ Approved Bank” ), in each case with maturities not exceeding 24 months from the date of acquisition thereof;   4.             repurchase obligations for underlying securities of the types described in clauses 2 and 3 entered into with any Approved Bank;   5.             commercial paper and variable or fixed rate notes rated at the time of acquisition thereof at least “A-2” (or the equivalent thereof by S&P) or “P-2” (or the equivalent thereof by Moody’s) or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization (if both of the two named rating agencies cease publishing ratings of investments) or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within 24 months after the date of acquisition thereof;   8     6.             readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America having an investment grade rating from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than 24 months from the date of acquisition;   7.             bills of exchange issued in the United States eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and   8.             Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA– (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.   “ Cash Management Practices ” means (a) the ordinary course cash management practices of Trinseo LuxCo and its Subsidiaries as in effect prior to the Closing Date, including with respect to the ordinary course cash management practices related to the funding, sweeping or transferring of cash in accordance with that certain Amended and Restated Cash Pooling Agreement, dated as of May 22, 2023 and effective as of December 31, 2022 and (b) capital contributions made by or to Trinseo LuxCo and its Subsidiaries to satisfy minimum capitalization or solvency requirements under local law, provided that such contribution must be made for legitimate business purposes and not made for the purposes of adversely affecting the credit position of the Lenders.   “ Casualty Event ” means any event that gives rise to the receipt by a Person of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.   “ Centre of Main Interests “ means the "centre of main interests" as such term is used in Article 3(1) of the EU Insolvency Regulation.   “ Chapter 11 Plan ” means any plan of reorganization or liquidation (as the case may be).   “ Chapter 11 Plan Effective Date ” means, with respect to any Chapter 11 Plan, the effective date of such Chapter 11 Plan, which has been confirmed by an order entered by the Bankruptcy Court.   “ Class ”, when used with respect to Term Loans, refers to those of such Term Loans that have the same terms and conditions (without regard to differences in the Type of Term Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Term Loan, or differences in tax treatment (e.g. “fungibility”)).   “ Closing Date ” means May 28, 2026.   9     “ Closing Date Guarantors ” means Parent, Holdings, and each other Subsidiary of Parent (other than the Borrowers) listed on Schedule 1.01D that is party to this Agreement on the Closing Date.   “ Co-Borrower ” has the meaning provided in the introductory paragraph hereof.   “ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations related thereto.   “ Collateral ” means the “Collateral” as defined in the Pledge and Security Agreement, the “Super Holdco DIP Collateral” as defined in the DIP Orders, and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document and the DIP Orders; provided that in no event shall any Excluded Asset constitute Collateral.   “ Collateral Agent ” means Alter Domus (US) LLC, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.   “ Collateral and Guarantee Requirement ” means, at any time, the requirement that:   (a)             on the Closing Date, the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the Closing Date pursuant to Section 4.01 , subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party thereto; and   (b)             after the Closing Date, each Subsidiary of Parent listed on Schedule 1.01D (other than any Excluded Subsidiary) shall become a Guarantor and signatory to this Agreement pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 and a party to the respective Collateral Documents in accordance with Section 6.11 or 6.18 .   Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:   (i)             The foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to, Excluded Assets;   (ii)             The Required Lenders in their discretion (including via email from counsel) may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines, in consultation with the Lead Borrower, that the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents; and   10     (iii)             Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.   “ Collateral Documents ” means, collectively, the Pledge and Security Agreement, the U.S. Security Agreement for Foreign Guarantors, the DIP Orders, the Luxembourg Collateral Documents, each of the other local law security and pledge agreements entered into by the Foreign Guarantors from time to time, collateral assignments, security agreements, pledge agreements, bonds, bond pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Sections 6.11 or 6.14 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent and/or the Collateral Agent (as relevant), in each case for the benefit of the Secured Parties.   “ Commitment Letter ” means that certain Commitment Letter – SHC Debtor-in-Possession Facility, dated as of May 13, 2026, by and among Holdings, the Borrowers and the Commitment Parties (as defined therein) party thereto, as amended, amended and restated, supplemented or otherwise modified from time to time.   “ Commitments ” means, with respect to each Lender, such Lender’s New Money Commitments.   “ Committed Loan Notice ” means a written notice of (a) a Borrowing, (b) a conversion of Term Loans from one Type to the other, or (c) a continuation of SOFR Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A .   “ Compensation Period ” has the meaning set forth in Section 2.12(c)(ii) .   “ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” 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, and other technical, administrative or operational matters) that the Administrative Agent (at the written direction of the Required Lenders) decides 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 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 Loan Documents).   “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.   11     “ Covenant Party ” means the Lead Borrower, the Co-Borrower, Parent, Holdings, Aristech, and Altuglas and the Specified Subsidiary.   “ 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 ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.   “ Corresponding Debt ” has the meaning specified in Section 9.15(b) .   “ Credit Extension ” means each Borrowing.   “ Debtor Relief Laws ” means the Bankruptcy Code of the United States and all other liquidation, dissolution, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, appointment of a business conciliator (conciliateur enterprises), insolvency, winding up, reorganization, or similar debtor relief Laws of the United States, Germany, Luxembourg, Ireland or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including, without limitation the German Act on the Stabilisation and Restructuring Framework for Businesses ( Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen (Unternehmensstabilisierungs- und -restrukturierungsgesetz - StaRUG ).   “ Declined Proceeds ” has the meaning set forth in Section 2.05(b)(viii) .   “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default; provided that the Borrowers shall not be in deemed to be in Default during the first day of any grace period set forth in Section 8.01(a) .   “ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans plus (c) 2.00% per annum; provided that, with respect to a SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Term Loan plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.   “ Defaulting Lender ” means, subject to Section 2.19(b) , any Lender that, as reasonably determined by the Administrative Agent and the Lead Borrower (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of its Term Loans, which refusal or failure is not cured within one Business Day after the date of such refusal or failure, (b) has notified the Lead Borrower or Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent and the Lead Borrower that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b) ) upon delivery of written notice of such determination to the Lead Borrower and each Lender.   12     “ Delayed Draw New Money Closing Date ” means the date of any Borrowing of Delayed Draw New Money Term Loans in accordance with Sections 2.01(a)  and 4.03 .   “ Delayed Draw New Money Term Loans ” has the meaning set forth in Section 2.01(a) .   “ Designated Lenders ” means, collectively, (a) certain funds and accounts managed by Angelo, Gordon & Co. or one or more entities owned by such funds or accounts, (b) certain funds or accounts managed by Oaktree Capital Management, L.P. or one or more entities owned by such funds or accounts and (c) certain funds or accounts managed by Apollo Capital Management, L.P. or one or more entities owned by such funds or accounts.   “ DIP Orders ” means, collectively, the Interim DIP Order and the Final Order and separately, the Interim DIP Order or the Final DIP Order, as the context requires.   “ DIP Superpriority Claims ” means the superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each of the SHC Debtors, on a joint and several basis, which claims, subject to the Carve-Out, shall have priority over any and all other administrative expense claims against the SHC Debtors and their estates, now existing or hereafter arising, including, without limitation, administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.   “ Disbursements Variance ” has the meaning set forth in Section 6.22(ii) .   “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests of a Loan Party) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the issuance of Equity Interests by Parent shall not constitute a Disposition by Parent.   13     “ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Term Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date.   “ Dollar ” and “ $ ” mean lawful money of the United States.   “ Dollar Amount ” means, at any time, with respect to any Term Loan, the principal amount thereof then outstanding (or in which such participation is held).   “ Domestic Loan Party ” means any Loan Party that is organized under the Laws of the United States, any state thereof or the District of Columbia.   “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.   “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.   “ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.   “ Eligible Assignee ” has the meaning set forth in Section 10.07(a) .   “ 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.   “ Environment ” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.   “ Environmental Laws ” means any applicable Law, including common law, relating to the prevention of pollution or the protection of the environment and natural resources, or to the protection of human health and safety as it relates to the environment.   14     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.   “ Environmental Permit ” means any permit, approval, identification number, license or other authorization required by any Environmental Law.   “ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock or share capital of (or other ownership or profit interests or units in) share premium such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).   “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.   “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with a Loan Party within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.   “ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan, the insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt of any Loan Party or any ERISA Affiliate, of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the filing of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance on a Loan Party or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA by a Loan Party, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to a Pension Plan which could reasonably be expected to result in liability to a Loan Party; or (h) the incurring of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, by a Loan Party or any ERISA Affiliate.   15     “ Erroneous Payment ” has the meaning specified in Section 9.04 .   “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.   “ EU Insolvency Regulation ” means the Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).   “ Event of Default ” has the meaning specified in Section 8.01 .   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.   “ Excluded Asset ” means (i) any security deposits in respect of non-residential real property leases of the Loan Parties, (ii) governmental licenses or state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under applicable laws (including, without limitation, rules and regulations of any governmental authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization, other than (A) to the extent such limitation is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (B) with respect to any SHC Debtor, to the extent such limitation is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding such limitation, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (iii) any particular asset or right under contract, if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or regulation (including any requirement thereunder to obtain the consent of any governmental or regulatory authority), or third party (i.e., other than the Parent, the Borrowers or any of their respective Subsidiaries), so long as any agreement with such third party that provides for such prohibition or restriction was not entered into in contemplation of the acquisition of such assets or entering into of such contract or for the purpose of creating such prohibition or restriction, other than (A) to the extent such prohibition or restriction is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition or restriction and (B) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition or restriction, (iv) (A) margin stock, (B) a direct pledge of the JV Interests so long as such direct pledge would require consent of Chevron Phillips Chemical Company LP and only to the extent and for so long as consent requirement is in effect; provided that proceeds and products of the JV Interests do not constitute Excluded Assets and shall constitute Collateral, and (C) Equity Interests in any non-wholly owned Restricted Subsidiaries and any entities which do not constitute Subsidiaries, other than to the extent such prohibition or restriction is rendered ineffective under the UCC or, other applicable law, including the Bankruptcy Code, or the DIP Order, but only to the extent that (x) the organizational documents or other agreements with other equity holders of such non-wholly owned Restricted Subsidiary or other entity do not permit or restrict the pledge of such Equity Interests (to the extent such restriction exists on the Closing Date or on the date of acquisition of such non-wholly owned Restricted Subsidiary or the Equity Interests in such entity so long as such restriction was not entered into in contemplation of the acquisition of such Equity Interests), or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to any of the Loan Parties or such non-wholly owned Restricted Subsidiary or other entity, (v) any lease, license or agreement or any property subject to a purchase money security interest, capital lease obligations or similar arrangement, in each case, to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than Parent, any Loan Party or any Subsidiary of a Loan Party), other than (A) to the extent such provision is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provision, (B) with respect to any SHC Debtor, to the extent such provision is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding such provision, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provisions, (vi) any property or assets for which the creation or perfection of pledges of, or security interests in such property or assets pursuant to the Loan Documents would result in material adverse tax consequences to the Parent, the Lead Borrower or any of their Subsidiaries, as reasonably determined by the Lead Borrower and the Required Lenders, (vii) [reserved], (viii) any funds held in (A) the Reserve Account (as defined in the DIP Orders) or (B) the Adequate Assurance Account (as defined in the DIP Orders) (the accounts in subclauses (A) and (B), collectively, the “ Excluded Accounts ”); provided that any reversionary interests in any funds held in the Excluded Accounts shall constitute Collateral, (ix) for any Loan Party that is not an SHC Debtor, all assets of such Loan Party that would not constitute “Collateral” as defined in the Prepetition Super Holdco Loan Documents and Prepetition Second Lien Notes Document, as applicable, (x) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (xi) assets in circumstances where the cost, consequences or burden of obtaining a security interest in such assets, including, without limitation, the cost of title insurance, surveys or flood insurance (if necessary) would outweigh the practical benefit to the Lenders afforded thereby as reasonably determined by the Lead Borrower and the Required Lenders, (xii) any particular assets if it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention with their fiduciary duties and/or of civil or criminal liability (unless there is customary limitation language agreed between the Lead Borrower and the Administrative Agent) for the German Loan Parties in relation to the German Security, including but not limited to, customary limitation language in respect of sections 30 and 31 of the German Limited Liability Companies Act ( Gesetz betreffend die Gesellschaften mit beschränkter Haftung ) (“GmbHG”), and (xiii) the Securitization Assets, including, for the avoidance of doubt, any bank accounts pledged pursuant to a Permitted Securitization, including, for the avoidance of doubt, any bank accounts pledged pursuant to a Permitted Securitization; provided , that all proceeds and products of Excluded Assets shall not constitute Excluded Assets and shall constitute Collateral unless such proceeds are specifically excluded as one of the foregoing items.   16     “ Excluded Subsidiary ” means any Subsidiary where the Required Lenders and the Lead Borrower agree that the cost of obtaining a Guarantee by such Subsidiary would be excessive in light of the practical benefit to the Lenders afforded thereby.   “ Excluded Taxes ” has the meaning set forth in Section 3.01(a) .   “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreement pursuant to the implementation of the above with the United States Internal Revenue Service, the United States government or any governmental or taxation authority in the United States, including the Agreement between the Government of the United States of America and the Government of Luxembourg to Improve International Tax Compliance and with respect to The United States information reporting provisions commonly known as the Foreign Account Tax Compliance Act, and any rules, regulations or guidance enacted thereunder or official interpretations thereof.   “ FCPA ” has the meaning set forth in Section 5.22 .   “ Federal Funds Rate ” means, for any day, 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%.“ Final DIP Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other matters, (i) the Loan Parties’ entry into the Loan Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the SHC Debtors and the granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of Super Holdco Cash Collateral (as defined in the Final DIP Order), and (v) the granting of adequate protection to the Prepetition SHC Secured Parties.   “ Final Roll-Up Term Loans ” has the meaning set forth in Section 2.01(b) .   “ First Day Orders ” shall mean all material orders entered by the Bankruptcy Court pursuant to motions filed on or about the Petition Date by the SHC Debtors. The First Day Orders must be reasonably acceptable to the Required Lenders.   “ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.   17     “ Flood Laws ” means collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.   “ Floor ” means a rate of interest equal to 3.00%.   “ Foreign Guarantors ” means each Guarantor that is not a Domestic Loan Party.   “ Foreign Loan Party ” means any Loan Party that is not a Domestic Loan Party.   “ Foreign Pension Plan ” means any occupational pension plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to or maintained outside the United States on a voluntary basis by any Loan Party (other than a Luxembourg Loan Party), as a single employer or as part of a group of employers, primarily for the benefit of employees of any Loan Party residing outside the United States, which plan, fund or other similar program provides, retirement income, and which plan is not subject to ERISA or the Code.   “ Four Party Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of the January 17, 2025, by and among (i) Deutsche Bank AG New York Branch, as the administrative agent and collateral agent for the lenders under the Prepetition Super-Priority Revolving Credit Agreement, (ii) Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the lenders under the Prepetition OpCo Credit Agreement, (ii) Alter Domus (US) LLC, as collateral agent under the Prepetition Super Holdco Credit Agreement, as amended, amended and restated, modified or supplemented from time to time, and (iv) Alter Domus (US) LLC, as collateral agent under the Prepetition Second Lien Notes Indenture, as amended, amended and restated, modified or supplemented from time to time.   “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.   “ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.   “ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time; provided , however , that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.   18     “ German Loan Party ” means any German Loan Party (i) incorporated or established in Germany or (ii) having its Centre of Main Interests in Germany.   “ German Security ” means any Lien governed by German law over all or any part of its assets in respect of the obligations of any of the Loan Parties under any of the Loan Documents.   “ German Security Documents ” means any Collateral Document governed by German law.   “ Governmental Authority ” means any nation or government, the European Union, any state, provincial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.   “ Granting Lender ” has the meaning specified in Section 10.07(j) .   “ Guarantee ” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business or consistent with past practice, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.   “ Guaranteed Obligations ” has the meaning specified in Section 11.01 .   “ Guarantor Joinder ” means a joinder agreement substantially in the form of Exhibit E hereto.   19     “ Guarantors ” means each Closing Date Guarantor, and those Subsidiaries of Parent that have issued a guaranty of the Obligations after the Closing Date pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 .   “ Guaranty ” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.   “ Hazardous Materials ” means all materials, pollutants, contaminants, chemicals, wastes or any other substances, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, electromagnetic radio frequency or microwave emissions, that are listed, classified or regulated as hazardous or toxic, or any similar term, pursuant to any Environmental Law.   “ Holdings ” has the meaning set forth in the introductory paragraph to this Agreement.   “ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following:   1.             all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;   2.             the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;   3.             [reserved];   4.             all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid within thirty (30) Business Days after becoming due and payable);   5.             indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;   6.             all Attributable Indebtedness;   7.             all obligations of such Person in respect of Disqualified Equity Interests to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and   20     8.             to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.   The amount of Indebtedness of any Person for purposes of clause 5 shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.   “ Indemnified Liabilities ” has the meaning set forth in Section 10.05 .   “ Indemnified Taxes ” has the meaning set forth in Section 3.01(a) .   “ Indemnitees ” has the meaning set forth in Section 10.05 .   “ Independent Manager ” means an individual who is natural person and who: (i) for the five-year period prior to such person’s appointment as Independent Manager has not been, and during the continuation of such person’s service as Independent Manager is not: (A) an employee, director, stockholder, member, manager, partner or officer of any Loan Party or any of its Affiliates (other than such person’s service as an Independent Manager); (B) a customer, creditor, service provider or supplier of any Loan Party or any of its Affiliates (other than such person’s service as an Independent Manager); or (C) any member of the immediate family of a person described in the foregoing clause (A) or (B); and (ii) has (A) prior experience as an Independent Manager for a corporation or limited liability company whose charter or organizational documents required the unanimous consent of all Independent Managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy; and (B) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services (including providing independent managers) to issuers of structured finance instruments, agreements or securities.   “ Information ” has the meaning set forth in Section 10.08 .   “ Initial Budget ” means the budget attached to the Interim DIP Order as Annex 1 .   “ Initial New Money Term Loans ” has the meaning set forth in Section 2.01(a) .   “ Insolvency Regulation ” means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) as amended by Regulation (EU) 2021/2260 of the European Parliament and of the Council of 15 December 2021.   “ Intercompany Parent Note ” means that certain Loan Agreement, dated as of September 8, 2023, by and between the Lead Borrower as lender and Trinseo LuxCo as borrower, pursuant to which the Lead Borrower made available to Trinseo LuxCo a loan in the principal amount of $128,865,980.   “ Interest Payment Date ” means, (a) as to any SOFR Loan, the last day of each Interest Period applicable to such Term Loan, any day on which such Term Loan is converted into a Base Rate Loan, any day on which payment of principal in respect of such SOFR Loan is made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise); and (b) as to any Base Rate Loan, the last Business Day of each month, any day on which payment of principal in respect of such Base Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise).   21     “ Interest Period ” means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one (1) month thereafter; provided that:   1.             any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;   2.             any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;   3.             no Interest Period shall extend beyond the Maturity Date;   4.             no tenor that has been removed from this definition pursuant to Section 2.21(d)  shall be available for specification in such Committed Loan Notice; and   5.             at the election of the Lead Borrower, the initial Interest Period for any Delayed Draw New Money Term Loan may be shorter than a month (a “Stub Period”) so that such Interest Period ends on the last day of the then-current Interest Period applicable to the outstanding Initial New Money Term Loans, and thereafter such Delayed Draw New Money Term Loans shall have Interest Periods that are coterminous with the Interest Periods applicable to the Initial New Money Term Loans.   “ Interim DIP Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on an interim basis, among other matters, (i) the Loan Parties’ entry into the Loan Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the SHC Debtors and the granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of Super Holdco Cash Collateral (as defined in the Interim DIP Order), and (v) the granting of adequate protection to the Prepetition SHC Secured Parties.   “ Interim Roll-Up Term Loans ” has the meaning set forth in Section 2.01(b) .   “ Irish Guarantor ” means Parent.   22     “ Irish Mobility Regulations ” means the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended).   “ Irregular Dividends ” has the meaning set forth in Section 2.05(b)(iii) .   “ Investment ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP.   The amount of any Investment outstanding at any time shall be the original cost of such Investment (with the fair market value of such Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value) as reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount (including in respect of dispositions) received in cash or Cash Equivalents in respect of such Investment; provided that the aggregate amount of such dividend, distribution, interest payment, return of capital, repayment or other amount shall not exceed the original amount of such Investment.   “ IP Rights ” means any trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, domain names, software, trade secrets, know-how database rights, design rights and other intellectual property rights.   “ Junior Financing ” has the meaning set forth in Section 7.13(a) .   “ Junior Financing Documentation ” means any documentation governing any Junior Financing.   “ JV Agreement ” means that certain Limited Liability Company Agreement of Americas Styrenics LLC, dated as of May 2, 2008, by and between Chevron Phillips Chemical Company LP and Trinseo LLC (as successor to The Dow Chemical Company), as amended prior to the Closing Date and as may be amended after the Closing Date solely to the extent not prohibited by this Agreement.   “ JV Interests ” means all Equity Interests of Americas Styrenics owned by Trinseo LLC, the Co-Borrower, the Specified Subsidiary or any of their Affiliates at any time, which shall in no event be less than 50% of the Equity Interests of Americas Styrenics, unless consented to in writing (email being sufficient) by the Required Lenders.   “ Laws ” means, collectively, all international, foreign, federal, state, regional, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.   23     “ Lead Borrower ” has the meaning provided in the introductory paragraph hereof.   “ Lender ” has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”   “ Lending Office ” means, as to any Lender, such office or offices as such Lender may from time to time notify the Lead Borrower and the Administrative Agent.   “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement (including extended or prolonged retention of title), any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).   “ Liquidity ” means, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties.   “ Liquidity Report Deadline ” has the meaning set forth in Section 6.20.   “ Loan Documents ” means, collectively, (a) this Agreement, (b) the Term Notes, (c) the Collateral Documents, (d) the Agent Fee Letter and(e) any other amendment or joinder to this Agreement.   “ Loan Parties ” means, collectively, each Borrower and each Guarantor.   “ Luxembourg ” means the Grand Duchy of Luxembourg.   “ Luxembourg Collateral Documents ” means the DIP Share Pledge Agreement and the DIP Receivables Pledge Agreement, each as defined in Schedule 6.18, in each case as amended, restated, supplemented or otherwise modified from time to time.   “ Luxembourg Insolvency Event ” means, in relation to any Luxembourg Loan Party or any of its assets, any corporate action, legal proceedings or other procedure or step in relation to bankruptcy ( faillite ), insolvency, voluntary or judicial liquidation ( liquidation volontaire ou judiciaire ), administrative dissolution without liquidation ( dissolution administrative sans liquidation ), moratorium or reprieve from payment ( sursis de paiement ), or any of the out-of court or in-court reorganization procedures as provided for in the Luxembourg law of 7 August 2023 on the preservation of enterprises and modernizing bankruptcy law, fraudulent conveyance ( actio pauliana ), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally.   “ Luxembourg Loan Party ” means a Loan Party incorporated in Luxembourg.   24     “ Margin Stock ” shall have the meaning assigned to such term in Regulation U of the FRB.   “ Material Adverse Effect ” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrowers, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to the Lenders or the Collateral Agent under any Loan Document or on the ability of the Loan Parties, taken as a whole, to perform their payment obligations to the Lenders, in each case, under the Loan Documents, in each case, other than the commencement of the Chapter 11 Cases, the events that lead to the commencement of the Chapter 11 Cases, events that customarily and reasonably result from the commencement of the Chapter 11 Cases and the consummation of the transactions contemplated by the First Day Orders and the Restructuring Support Agreement.   “ Maturity Date ” means the earliest to occur of (a) May 28, 2027, (b) 11:59 p.m. New York City Time on the date that is four (4) calendar days after the Petition Date if the Interim DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered by the Bankruptcy Court prior to such date and time, (c) 11:59 p.m. New York City Time on the date that is thirty-five (35) calendar days after the Petition Date (or if such thirty-fifth day is not a Business Day, the first succeeding Business Day thereafter), if the Final DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered by the Bankruptcy Court prior to such date and time, (d) Chapter 11 Plan Effective Date, (e) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code without the prior written consent of the Required Lenders, (f) the acceleration of the outstanding Term Loans and the termination of the commitments of each Lender to make Term Loans under the this Agreement, in each case, pursuant to Section 8.02, and (g) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party); provided that if any such day is not a Business Day, then on the immediately succeeding Business Day.   “ Maximum Rate ” has the meaning specified in Section 10.10 .   “ Milestones ” has the meaning set forth in Schedule 1.01B.   “ Minimum Tax ” means any taxes levied pursuant to the Minimum Tax Act ( Mindeststeuergesetz ) and any other taxes charged on the basis of any law implementing or relating to (A) Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the European Union or (B) the OECD Global Anti-Base Erosion Model Rules, including (for the avoidance of doubt) any qualifying domestic minimum top-up tax.   “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.   “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.   25     “ Nationally Recognized Statistical Rating Organization ” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.   “ Net Proceeds ” means:   1.             100% of the cash proceeds actually received by the applicable Loan Party (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise as and when received) from any Disposition or any Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations (including without limitation principal amount, premium or penalty, if any, interest and other amounts) (other than pursuant to the Loan Documents), other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) [reserved], (iii) taxes actually paid as a result thereof after taking into account the Loan Parties’ available tax attributes (including any net operating losses), and (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (iii) above) (x) related to any of the applicable assets and (y) retained by the applicable Loan Party (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment of such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); and   2.             100% of the cash proceeds actually received from the incurrence, issuance or sale by any Loan Party of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts and attorneys fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale; and   3.             100% of the cash proceeds actually received from the issuance or sale of Equity Interests in Holdings or the Lead Borrower, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts and attorneys fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.   For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the applicable Loan Party shall be disregarded.   “ New Money Commitments ” shall mean the amount in U.S. Dollars set opposite each Lender’s name under the heading “New Money Commitment” in Schedule 1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced from time to time pursuant to the terms hereof. The aggregate amount of the New Money Commitments on the Closing Date is $52,500,000.00.   26     “ New Money Term Loans ” shall have the meaning specified in Section 2.01(a) , and shall include, for the avoidance of doubt, the Initial New Money Term Loans and the Delayed Draw New Money Term Loans.   “ Non-Consenting Lender ” has the meaning set forth in Section 3.07(d) .   “ Non-Defaulting Lender ” means, at any time, a Lender that is not a Defaulting Lender.   “Non-Cooperative Jurisdiction” means any non-cooperative state or territory (nicht kooperatives Steuerhoheitsgebiet) as set out in the regulation (as amended from time to time) referred to in section 3 sub-section 1 of the Act to prevent Tax Avoidance and Unfair Tax Competition ( Gesetz zur Abwehr von Steuervermeidung und unfairem Steuerwettbewerb ( Steueroasen-Abwehrgesetz )).   “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or any Foreign Guarantor arising under any Loan Document or otherwise with respect to any Term Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties and the Foreign Guarantors under the Loan Documents include (a) the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party or any Foreign Guarantor to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.   “ OFAC ” has the meaning set forth in Section 5.22(b) .   “ Officer’s Certificate ” means, with respect to any Person, a certificate signed by one Responsible Officer of such Person.   “ OID ” means original issue discount.   “ OpCo 2028 Term Lenders Ad Hoc Group ” means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Gibson, Dunn & Crutcher LLP, (b) Lazard Freres & Co.   “ OpCo 2028 Term Lenders Ad Hoc Group’s Advisors ” means, collectively, (i) Gibson, Dunn & Crutcher LLP, as counsel to the OpCo 2028 Term Lenders Ad Hoc Group, (ii) Lazard Freres & Co., as financial advisor to OpCo 2028 Term Lenders Ad Hoc Group and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys, financial advisors or professionals retained by or on behalf of the OpCo 2028 Term Lenders Ad Hoc Group).   “ OpCo Borrowers ” means each of the OpCo Lead Borrower and the OpCo Co-Borrower.   27     “ OpCo Carve-Out ” has the meaning assigned to such term in the OpCo Interim DIP Order (with respect to the period prior to the entry of the OpCo Final DIP Order) or the OpCo Final DIP Order (from and after the date on which the OpCo Final DIP Order is entered).   “ OpCo Co-Borrower ” means the Trinseo Co-Borrower   “ OpCo Debtors ” has the meaning assigned to such term in the OpCo DIP Credit Agreement.   “ OpCo DIP Administrative Agent ” has the meaning assigned to the term “Administrative Agent” in the OpCo DIP Credit Agreement.   “ OpCo DIP Collateral ” has the meaning assigned to the term “Collateral” in the OpCo DIP Credit Agreement.   “ OpCo DIP Credit Agreement ” means that certain Senior Secured Super-Priority Debtor-In-Possession OpCo Credit Agreement dated May 28, 2026 (and as amended, supplemented and/or otherwise modified from time to time in accordance with the terms thereof), among the OpCo Borrowers, OpCo Holdings, the other OpCo Dip Loan Parties from time to time party thereto, Alter Domus (US) LLC, as administrative agent and collateral agent, and the lenders and other agents from time to time party thereto.   “ OpCo DIP Loan Documents ” has the meaning assigned to the term “Loan Documents” in the OpCo DIP Credit Agreement.   “ OpCo DIP Loan Parties ” has the meaning assigned to the term “Loan Parties” in the OpCo DIP Credit Agreement.   “ OpCo DIP Loans ” has the meaning assigned to the term “Loans” in the OpCo DIP Credit Agreement.   “ OpCo DIP Orders ” means, collectively, the OpCo Interim DIP Order and the OpCo Final DIP Order and separately, the OpCo Interim DIP Order or the OpCo Final DIP Order, as the context requires.   “ OpCo DIP Required Lenders ” has the meaning assigned to the term “Required Lenders” in the OpCo DIP Credit Agreement.   “ OpCo Holdings ” means Trinseo LuxCo.   “ OpCo Interim DIP Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the OpCo Loan Parties, the OpCo DIP Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the OpCo DIP Administrative Agent, to the OpCo DIP Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on an interim basis, among other matters, (i) the OpCo DIP Loan Parties’ entry into the OpCo DIP Loan Documents, (ii) the making of the OpCo DIP Loans, (iii) the granting of the OpCo DIP Superpriority Claims against the OpCo Debtors and the granting of Liens on the OpCo DIP Collateral in accordance with the OpCo DIP Loan Documents, (iv) the use of cash collateral, and (vi) the granting of adequate protection to the Prepetition OpCo Term Loan Secured Parties and the Prepetition OpCo Revolving Loan Secured Parties.   28     “ OpCo Final DIP Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the OpCo Loan Parties, the OpCo DIP Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the OpCo DIP Administrative Agent, to the OpCo DIP Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other matters, (i) the OpCo DIP Loan Parties’ entry into the OpCo DIP Loan Documents, (ii) the making of the OpCo DIP Loans, (iii) the granting of the OpCo DIP Superpriority Claims against the OpCo Debtors and the granting of Liens on the OpCo DIP Collateral in accordance with the OpCo DIP Loan Documents, (iv) the use of cash collateral, and (vi) the granting of adequate protection to the Prepetition OpCo Term Loan Secured Parties and the Prepetition OpCo Revolving Loan Secured Parties.   “ OpCo DIP Superpriority Claims ” means the OpCo DIP Credit Agreement superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each of the OpCo Debtors, on a joint and several basis, which claims, subject to the OpCo Carve-Out and Prior Liens, shall have priority over any and all other administrative expense claims against the OpCo Debtors and their estates, now existing or hereafter arising, including, without limitation, administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.   “ OpCo Lead Borrower ” means the Trinseo Lead Borrower.   “ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation, the articles of association, the bylaws and the unanimous shareholder agreements or declarations (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and the operating or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) or articles of association; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the articles of association, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.   “ 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).   “ Other Taxes ” has the meaning specified in Section 3.01(a) .   29     “ Outstanding Amount ” means with respect to the Term Loans on any date, the aggregate outstanding Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans occurring on such date.   “ Parallel Debt ” has the meaning specified in Section 9.15(b) .   “ Parent ” shall have the meaning set forth in the introductory paragraph.   “ Participant ” has the meaning specified in Section 10.07(e) .   “ Participant Register ” has the meaning specified in Section 10.07(e) .   “ Participating Member State ” means each state so described in any EMU Legislation.   “ Payment Recipient ” has the meaning specified in Section 9.04 .   “ PBGC ” means the Pension Benefit Guaranty Corporation.   “ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan or Foreign Pension Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party, any Subsidiary or any ERISA Affiliate, and such plan for the five-year period immediately following the latest date on which any Loan Party or Subsidiary maintained, contributed to or had an obligation to contribute to such plan.   “ Periodic Term SOFR Determination Day ” has the meaning specified in the definition of “Term SOFR”.   “ Permitted Investment ” means:   (a)             Investments existing as of the Closing Date, including ownership of Equity Interests of any Covenant Party or any Subsidiary existing as of the Closing Date;   (b)             unsecured and subordinated Investments made by a Covenant Party in another Covenant Party evidenced by and subject to an intercompany subordination agreement with respect to the Obligations;   (c)             (i) the ownership of the JV Interests by the Specified Subsidiary and (ii) the ownership by the Co-Borrower of the Specified Subsidiary;   (d)             Investments in cash, Cash Equivalents or Investment Grade Securities;   (e)             Investments consisting of the 2023 Incremental Term Loans (as defined in the Prepetition Super Holdco Credit Agreement), the 2023 Refinancing Term Loans (as defined in the Prepetition Super Holdco Credit Agreement), the 2025 Incremental Term Loans (as defined in the Prepetition Super Holdco Credit Agreement) or any proceeds or distributions therefrom;   (f)             Investments received in connection with any Disposition permitted under Section 7.05 ;   30     (g)             Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit;   (h)             the Intercompany Parent Note;   (i)             [reserved];   (j)             any unsecured Guarantee by any Covenant Party of the obligations of any Affiliate of such Covenant Party to suppliers, distributors, customers and licensees in the ordinary course of business;   (k)             [reserved];   (l)             Soley with respect to Aristech or Altuglas,   (i) Investments in the form of deposits made to Trinseo Ireland Global IHB Limited using cash generated by Aristech or Altuglas, as applicable, in the ordinary course of business, which loans shall be made in the ordinary course and consistent with past practice; provided, that neither Aristech nor Altuglas shall make any additional investments pursuant to this clause (i) following the occurrence and during the continuance of a Default or Event of Default;   (ii) Investments in cash, Cash Equivalents or Investment Grade Securities   (iii) Investments in receivables owing to Aristech or Altuglas created or acquired in the ordinary course of business;   (iv) Investments (i) in payroll, travel, entertainment expenses, moving expenses and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or (ii) [reserved];   (v) Investments received in settlement of debts created in the ordinary course of business and owing to Aristech or Altuglas or in exchange for any other Investment or accounts receivable held by Aristech or Altuglas, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;   (vi) [reserved];   (vii) Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including a Disposition;   (viii) Investments existing or pursuant to agreements or arrangements in effect on the Closing Date or made pursuant to binding commitments in effect on the Closing Date and set forth on Schedule 1.01E , and any modification, replacement, renewal or extension thereof; provided , that the amount of any such Investment or binding commitment may not be increased except (a) as required by the terms of such Investment or binding commitment as in existence on the Closing Date or (b) as otherwise permitted under this Agreement;   31     (ix) [reserved];   (x) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens permitted under Section 7.01;   (xi) [reserved];   (xii) Investments consisting of purchases and acquisitions of assets, services, inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Agreement;   (xiii) (i) Guarantees not prohibited under Section 7.03 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business, and (ii) performance guarantees with respect to obligations incurred by any Loan Party or any Subsidiary that are permitted by this Agreement;   (xiv) [reserved];   (xv) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;   (xvi) [reserved];   (xvii) [reserved];   (xviii) [reserved];   (xix) any Investments in connection with a Tax Grouping Agreement;   (xx) any Investment arising out of, or in connection with, Cash Management Practices;   (xxi) any Investment by Aristech and Altuglas in (x) a Securitization Subsidiary or (y) any other Person in connection with a Permitted Securitization, including Investments of funds held in accounts permitted or required by the arrangement governing such Permitted Securitization or any related Indebtedness; provided that such Investment is in the form of a purchase money obligation, contribution of additional Securitization Assets or equity interests;   (xxii) advances, loans or extensions of trade credit in the ordinary course of business by Aristech and Altuglas and Investments consisting of extensions of credit in the nature of accounts receivable or no…

Document text

EX-10.2 · tm2615985d1_ex10-2.htm

EX-10.2
 3
 tm2615985d1_ex10-2.htm
 EXHIBIT 10.2

  

 Exhibit 10.2

  

  

  

 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION
HOLDCO CREDIT AGREEMENT

  

 Dated as of May 28, 2026

  

 among

  

 TRINSEO PLC,

 as Parent and as Debtor and Debtor-in-Possession,

  

 Trinseo
NA Finance LLC ,

as Holdings and as Debtor and Debtor-in-Possession,

  

 TRINSEO LUXCO FINANCE SPV S.&Agrave; R.L.,

as the Lead Borrower and as Debtor and Debtor-in-Possession,

  

 Trinseo
NA Finance SPV LLC ,

as the Co-Borrower and as Debtor and Debtor-in-Possession,

  

 THE GUARANTORS PARTY HERETO FROM TIME TO TIME

 if a Debtor, as Debtor and Debtor-in-Possession,

  

 THE LENDERS PARTY HERETO FROM TIME TO TIME,

  

 and

  

 ALTER DOMUS (US) LLC,

as Administrative Agent and Collateral Agent

  

  

  

  

  

  

 Table of Contents

  

 Page

  

 Article I
 Definitions and Accounting Terms     
 2

  
  

 Section 1.01
 Defined
 Terms
 2

 Section 1.02
 Luxembourg
 Terms
 44

 Section 1.03
 Reserved
 45

 Section 1.04
 Other
 Interpretive Provisions
 46

 Section 1.05
 Accounting
 Terms
 46

 Section 1.06
 Rounding
 46

 Section 1.07
 References
 to Agreements, Laws, Etc.
 47

 Section 1.08
 Times
 of Day
 47

 Section 1.09
 Timing
 of Payment of Performance
 47

 Section 1.10
 Reserved
 47

 Section 1.11
 Currency
 Equivalents
 47

 Section 1.12
 Reserved
 47

 Section 1.13
 Reserved
 47

 Section 1.14
 Rates
 47

 Section 1.15
 German
 Terms
 48

 Section 1.16
 Restricted
 Lender/Loan Party
 49

 Section 1.17
 Authorization
 50

 Section 1.18
 Cashless
 Roll
 50

  
  
  

 Article II
 The Commitments and Credit Extensions
 50

  
  

 Section 2.01
 Term
 Loans
 50

 Section 2.02
 Borrowings,
 Conversions and Continuations of Loans
 52

 Section 2.03
 Reserved
 53

 Section 2.04
 Reserved
 53

 Section 2.05
 Prepayments
 53

 Section 2.06
 Termination
 or Reduction of Commitments
 56

 Section 2.07
 Repayment
 of Loans
 56

 Section 2.08
 Interest
 56

 Section 2.09
 Payments
 57

 Section 2.10
 Computation
 of Interest and Fees
 57

 Section 2.11
 Evidence
 of Indebtedness
 57

 Section 2.12
 Payments
 Generally
 58

 Section 2.13
 Sharing
 of Payments
 60

 Section 2.14
 Reserved
 61

 Section 2.15
 Reserved
 61

 Section 2.16
 Reserved
 61

 Section 2.17
 Reserved
 61

 Section 2.18
 Reserved
 61

 Section 2.19
 Defaulting
 Lenders
 61

 Section 2.20
 Borrower
 Obligations Joint and Several
 62

 Section 2.21
 Benchmark
 Replacement Setting
 63

 Section 2.22
 Tax
 Treatment
 64

  
  
  

 Article III
 Taxes, Increased Costs Protection and Illegality
 65

  
  

 Section 3.01
 Taxes
 65

  

 ( i )

  

 Section 3.02
 Illegality
 70

 Section 3.03
 Inability
 to Determine Rates
 70

 Section 3.04
 Increased
 Cost and Reduced Return; Capital Adequacy
 71

 Section 3.05
 [Reserved]
 72

 Section 3.06
 Matters
 Applicable to All Requests for Compensation
 72

 Section 3.07
 Replacement
 of Lenders under Certain Circumstances
 73

 Section 3.08
 Survival
 74

  
  
  

 Article IV
 Conditions Precedent to Credit Extensions
 74

  
  

 Section 4.01
 Conditions
 Precedent to Closing
 74

 Section 4.02
 [Reserved]
 77

 Section 4.03
 All
 Credit Events
 77

  
  
  

 Article V
 Representations and Warranties
 78

  
  

 Section 5.01
 Existence,
 Qualification and Power; Compliance with Laws
 78

 Section 5.02
 Authorization;
 No Contravention
 78

 Section 5.03
 Governmental
 Authorization; Other Consents
 79

 Section 5.04
 Binding
 Effect
 79

 Section 5.05
 Financial
 Statements; No Material Adverse Effect
 79

 Section 5.06
 Litigation
 80

 Section 5.07
 Ownership
 of Property; Liens
 80

 Section 5.08
 Environmental
 Matters
 80

 Section 5.09
 Taxes
 81

 Section 5.10
 ERISA
 Compliance
 81

 Section 5.11
 Subsidiaries;
 Equity Interests
 81

 Section 5.12
 Margin
 Regulations; Investment Company Act
 82

 Section 5.13
 Disclosure
 82

 Section 5.14
 Designation
 82

 Section 5.15
 Intellectual
 Property; Licenses, Etc.
 82

 Section 5.16
 [Reserved]
 83

 Section 5.17
 Subordination
 of Junior Financing
 83

 Section 5.18
 Collateral
 Documents
 83

 Section 5.19
 Centre
 of Main Interest
 83

 Section 5.20
 Pensions
 Act
 84

 Section 5.21
 [Reserved
 84

 Section 5.22
 USA
 Patriot Act, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions
 84

 Section 5.23
 Luxembourg
 Specific Representations
 85

 Section 5.24
 No
 Public Financial Support in Connection with the Covid-19 Pandemic
 85

 Section 5.25
 Budget;
 Variance Report
 85

 Section 5.26
 Orders
 85

 Section 5.27
 Bankruptcy
 Matters
 86

 Section 5.28
 Insolvency
 86

 Section 5.29
 Centre
 of Main Interest
 86

  
  
  

 Article VI
 Affirmative Covenants
 86

  
  

 Section 6.01
 Financial
 Statements
 86

 Section 6.02
 Certificates;
 Other Information
 87

  

 ( ii )

  

 Section 6.03
 Notices
 87

 Section 6.04
 Payment of Taxes
 88

 Section 6.05
 Preservation of Existence,
 Etc.
 88

 Section 6.06
 Maintenance of Properties
 88

 Section 6.07
 Maintenance of Insurance
 88

 Section 6.08
 Compliance with Laws
 89

 Section 6.09
 Books and Records
 89

 Section 6.10
 Inspection Rights
 89

 Section 6.11
 Additional Collateral
 90

 Section 6.12
 Reserved
 90

 Section 6.13
 Reserved
 90

 Section 6.14
 Further Assurances
 90

 Section 6.15
 Reserved
 90

 Section 6.16
 Reserved
 90

 Section 6.17
 Use of Proceeds
 90

 Section 6.18
 Post-Closing Actions
 91

 Section 6.19
 Compliance with Anti-Corruption
 Laws
 91

 Section 6.20
 Liquidity
 91

 Section 6.21
 Lender Calls
 91

 Section 6.22
 Budget and Variance Reporting
 91

 Section 6.23
 Milestones
 92

 Section 6.24
 Bankruptcy Related Matters
 92

  
  
  

 Article VII
 Negative Covenants
 93

  
  

 Section 7.01
 Liens
 93

 Section 7.02
 Subsidiaries
 97

 Section 7.03
 Indebtedness
 97

 Section 7.04
 Fundamental Changes
 100

 Section 7.05
 Dispositions
 100

 Section 7.06
 Restricted Payments
 102

 Section 7.07
 Certain Undertakings Relating
 to Separateness
 102

 Section 7.08
 Transactions with Affiliates
 104

 Section 7.09
 Burdensome Agreements
 105

 Section 7.10
 Americas Styrenics
 106

 Section 7.11
 Prepetition OpCo Credit Agreement
 106

 Section 7.12
 Accounting Changes
 106

 Section 7.13
 Prepayments, Etc. of Indebtedness
 106

 Section 7.14
 Specified IP Covenant
 107

 Section 7.15
 Foreign Guarantors
 107

 Section 7.16
 No Flowback
 107

 Section 7.17
 Permitted Variance; Liquidity
 108

 Section 7.18
 Chapter 11 Cases
 108

 Section 7.19
 Centre of Main Interests
 109

  
  
  

 Article VIII
 Events of Default and Remedies
 109

  
  

 Section 8.01
 Events of Default
 109

 Section 8.02
 Remedies Upon Event of Default
 115

 Section 8.03
 Application of Funds
 116

  

 ( iii )

  

 Article IX
 Administrative Agent and Other Agents
 117

  
  

 Section 9.01
 Appointment and Authorization
 of Agents
 117

 Section 9.02
 Delegation of Duties
 119

 Section 9.03
 Liability of Agents
 119

 Section 9.04
 Reliance by Agents
 120

 Section 9.05
 Notice of Default
 122

 Section 9.06
 Credit Decision; Disclosure
 of Information by Agents
 122

 Section 9.07
 Indemnification of Agents
 123

 Section 9.08
 Merger or Consolidation
 123

 Section 9.09
 Successor Agents
 124

 Section 9.10
 Administrative Agent May File
 Proofs of Claim
 125

 Section 9.11
 Collateral and Guaranty Matters
 126

 Section 9.12
 Certain Rights of Agent
 128

 Section 9.13
 Appointment of Supplemental
 Agents
 128

 Section 9.14
 Force Majeure
 129

 Section 9.15
 Parallel Debt owed to Collateral
 Agent
 129

 Section 9.16
 No Discretion
 130

 Section 9.17
 German Security Documents
 130

  
  
  

 Article X
 Miscellaneous 
 132

  
  

 Section 10.01
 Amendments, Etc.
 132

 Section 10.02
 Notices and Other Communications;
 Facsimile Copies
 134

 Section 10.03
 No Waiver; Cumulative Remedies
 135

 Section 10.04
 Attorney Costs and Expenses
 135

 Section 10.05
 Indemnification
 136

 Section 10.06
 Payments Set Aside
 137

 Section 10.07
 Successors and Assigns
 137

 Section 10.08
 Confidentiality
 142

 Section 10.09
 Setoff
 143

 Section 10.10
 Interest Rate Limitation
 143

 Section 10.11
 Counterparts
 143

 Section 10.12
 Integration
 144

 Section 10.13
 Survival of Representations
 and Warranties
 144

 Section 10.14
 Severability
 144

 Section 10.15
 GOVERNING LAW
 145

 Section 10.16
 WAIVER OF RIGHT TO TRIAL BY
 JURY
 146

 Section 10.17
 Binding Effect
 146

 Section 10.18
 USA Patriot Act
 146

 Section 10.19
 No Advisory or Fiduciary Responsibility
 146

 Section 10.20
 Judgment Currency
 147

 Section 10.21
 Reserved
 148

 Section 10.22
 Order Control
 148

 Section 10.23
 Certain ERISA Matters
 148

 Section 10.24
 Indonesian Language
 150

  
  
  

 Article XI
 Guarantee 
 150

  
  

 Section 11.01
 The Guarantee
 150

 Section 11.02
 Obligations Unconditional
 150

  

 ( iv )

  

 Section 11.03
 Reinstatement
 152

 Section 11.04
 Subrogation; Subordination
 152

 Section 11.05
 Remedies
 152

 Section 11.06
 Instrument for the Payment
 of Money
 152

 Section 11.07
 Continuing Guarantee
 152

 Section 11.08
 General Limitation on Guarantee
 Obligations
 152

 Section 11.09
 Specific Limitation for Swiss
 Guarantors
 153

 Section 11.10
 Specific Limitation for Belgian
 Guarantors
 154

 Section 11.11
 Specific Limitation for Irish
 Guarantors
 155

 Section 11.12
 Specific Limitation for German
 Guarantors
 156

 Section 11.13
 Reserved
 158

 Section 11.14
 Reserved
 158

 Section 11.15
 Release of Guarantors
 158

 Section 11.16
 Right of Contribution
 158

 Section 11.17
 Reserved
 158

 Section 11.18
 Reserved
 159

 Section 11.19
 Reserved
 159

 Section 11.20
 Acknowledgment and Consent
 to Bail-In of Affected Financial Institutions
 159

  

 ( v )

  

 SCHEDULES

  
  
  

 Schedule 1.01A
 --
 New Money Commitments

 Schedule 1.01B
 --
 Milestones

 Schedule 1.01C
 --
 [Reserved]

 Schedule 1.01D
 --
 Loan Parties

 Schedule 1.01E
 --
 Investments

 Schedule 5.08(a)
 --
 Environmental Matters

 Schedule 5.15
 --
 [Reserved]

 Schedule 6.18
 --
 Post-Closing Actions

 Schedule 7.01(k)
 --
 Liens

 Schedule 7.03(j)
 --
 Indebtedness

 Schedule 7.07(o)
 --
 Independent Managers

 Schedule 7.08
 --
 Affiliate Transactions

 Schedule 10.02
 --
 Notices and Other Communications

  

 EXHIBITS

  

 Form of

  
  
  

 Exhibit A
 --
 Committed
 Loan Notice

 Exhibit B
 --
 Term
 Note

 Exhibit C
 --
 Assignment
 and Assumption

 Exhibit D
 --
 Pledge
 and Security Agreement

 Exhibit E
 --
 Guarantor
 Joinder

  
  
  

 Annex I
     
 Initial
 Budget

  

  

 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION
HOLDCO CREDIT AGREEMENT

  

 This SENIOR SECURED SUPER-PRIORITY
DEBTOR-IN-POSSESSION HOLDCO CREDIT AGREEMENT is entered into as of May 28, 2026 (as may be amended, supplemented and/or otherwise
modified from time to time in accordance with the terms hereof, this &ldquo; Agreement &rdquo;), among TRINSEO PLC, an Irish a public
limited company (&ldquo; Parent &rdquo;) as a debtor and debtor-in-possession in the Chapter 11 Cases, Trinseo
NA Finance LLC , a Texas limited liability company (&ldquo; Holdings &rdquo;) as a debtor and debtor-in possession in the
Chapter 11 Cases , TRINSEO LUXCO FINANCE SPV S.&Agrave; R.L., a private limited liability company ( soci&eacute;t&eacute; &agrave;
responsabilit&eacute; limit&eacute;e ), incorporated and existing under the laws of Luxembourg, having its registered office at 130,
boulevard de la P&eacute;trusse, L-2330 Luxembourg, registered with the R.C.S. Luxembourg under number B279526 (the &ldquo; Lead Borrower &rdquo;),
as a debtor and debtor-in possession in the Chapter 11 Cases, Trinseo NA Finance SPV LLC ,
a Delaware limited liability company (the &ldquo; Co-Borrower &rdquo;, together with the Lead Borrower, the &ldquo; Borrowers &rdquo;
and each, a &ldquo; Borrower &rdquo;) as a debtor and debtor-in possession in the Chapter 11 Cases, the Guarantors party hereto
from time to time, if an SHC Debtor, as a debtor and debtor-in possession in the Chapter 11 Cases, the Lenders party hereto from
time to time (collectively, the &ldquo; Lenders &rdquo; and individually, a &ldquo; Lender &rdquo;) and ALTER DOMUS (US) LLC,
as Administrative Agent and Collateral Agent.

  

 PRELIMINARY STATEMENTS

  

 On May 26, 2026 (the
 &ldquo; Petition Date &rdquo;), Holdings and certain of its Affiliates, in their capacities as debtors and debtors in possession
(Holdings and such Affiliates, each as set forth under the heading &ldquo;SHC Debtors&rdquo; on Schedule 1.01D , collectively,
the &ldquo; SHC Debtors &rdquo;, and, each, an &ldquo; SHC Debtor &rdquo;) filed voluntary petitions with the United States
Bankruptcy Court for the Southern District of Texas, Houston Division (the &ldquo; Bankruptcy Court &rdquo;) initiating their respective
jointly administered cases under Chapter 11 of the Bankruptcy Code (Case No. 26-90545) (collectively, the &ldquo; Chapter 11
Cases &rdquo;), and each SHC Debtor has continued and is continuing in the possession of its assets and management of its business
pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

  

 The
Borrowers have requested that the Lenders provide the Borrowers with a senior secured super-priority priming term loan debtor-in-possession
credit facility (the &ldquo; DIP Facility &rdquo;), consisting of (a) (i) New Money Commitments funded by the Lenders
on the Closing Date and (ii) the New Money Commitments funded by the Lenders after the Closing Date in accordance with the terms
and conditions of this Agreement and the DIP Orders, and (b) Prepetition Super HoldCo Secured Obligations that will be deemed
 &ldquo;rolled up&rdquo; as term loans hereunder on a dollar-for-dollar basis, in each case, pursuant to the terms, and subject to the
conditions set forth, in this Agreement and the DIP Orders;

  

 The Lenders are willing to
make term loans to the Borrowers, subject to the terms and conditions set forth in this Agreement and the DIP Orders; and

  

 The Obligations of the Borrowers
are guaranteed by the Guarantors and, secured by Liens on the Collateral, in each case, as set forth in, and subject to, the Loan Documents
and the DIP Orders.

  

  

  

  

 In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:

  

 Article I

  

 Definitions
and Accounting Terms

  

 Section 1.01         Defined
Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

  

 &ldquo; Ad Hoc Group &rdquo;
means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Paul Hastings LLP and PJT Partners LP.

  

 &ldquo; Ad Hoc Group&rsquo;s
Advisors &rdquo; means, collectively, (i) Paul Hastings, LLP, as counsel to the Ad Hoc Group, (ii) PJT Partners LP, as financial
advisor to the Ad Hoc Group, in accordance with the terms of that certain fee letter effective as of April 20, 2026, and (iii) subject
to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed), such other attorneys,
financial advisors or professionals retained by or on behalf of the Ad Hoc Group (including the retention of any such professionals made
by Paul Hastings).

  

 &ldquo; Adequate Protection
Provisions &rdquo; means the provisions in the Interim DIP Order or, once entered, in the Final DIP Order, granting adequate protection
to the Prepetition SHC Secured Parties.

  

 &ldquo; Administrative
Agent &rdquo; means Alter Domus (US) LLC, in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.

  

 &ldquo; Administrative
Agent&rsquo;s Office &rdquo; means the Administrative Agent&rsquo;s address and account as set forth on Schedule 10.02 , or
such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

  

 &ldquo; Administrative
Questionnaire &rdquo; means an Administrative Questionnaire in a form supplied by the Administrative Agent.

  

 &ldquo; Affiliate &rdquo;
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.

  

 &ldquo; Agent-Related Persons &rdquo;
means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of
such Persons and Affiliates.

  

 &ldquo; Agent Fee Letter &rdquo;
means that certain fee letter, dated as of May 28, 2026, by and between the Borrowers and the Administrative Agent, as amended,
amended and restated, supplemented or otherwise modified from time to time.

  

 &ldquo; Agents &rdquo;
means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).

  

 &ldquo; Aggregate Commitments &rdquo;
means the New Money Commitments of all the Lenders.

  

 2

  

  

 &ldquo; Agreement &rdquo;
means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

  

 &ldquo; Altuglas &rdquo;
means Altuglas LLC, a Delaware limited liability company.

  

 &ldquo; Altuglas IP License
Agreement &rdquo; has the meaning set forth in the definition of Specified IP License agreements.

  

 &ldquo; Amended and Restated
Specified IP License Agreements &rdquo; means, collectively, (i) the Amended and Restated Technology License Agreement dated
January 17, 2025 entered into between Trinseo Europe, as licensor, and Altuglas, as licensee, which amends and replaces the Altuglas
IP License Agreement and (ii) the Amended and Restated Technology License Agreement dated January 17, 2025, entered into between
Trinseo Europe, as licensor, and Aristech, as licensee, which amends and replaces the Aristech IP License Agreement.

  

 &ldquo; Amendment and Restatement
Agreement to the Security Trust Agreement &rdquo; means the German law governed amendment and restatement agreement to the security
trust agreement originally dated 4 February 2024 (as amended and restated pursuant to an amendment and restatement agreement 17
January 2025, the &ldquo; Security Trust Agreement &rdquo;) between, inter alia, the Collateral Agent, the Prepetition Second
Lien Trustee, the Loan Parties and the Original Debtors (as defined in the Security Trust Agreement).

  

 &ldquo; Americas Styrenics &rdquo;
means Americas Styrenics LLC, a Delaware limited liability company.

  

 &ldquo; Annual Financial
Statements &rdquo; means the audited consolidated balance sheets and related statements of comprehensive income, shareholders&rsquo;
equity and cash flows of Americas Styrenics for the fiscal year ended December 31, 2025.

  

 &ldquo; Annual Threshold &rdquo;
has the meaning set forth in Section 2.05(b)(iii) .

  

 &ldquo; Anti-Corruption
Laws &rdquo; means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption
applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in such jurisdiction.

  

 &ldquo; Applicable Margin &rdquo;
means a percentage per annum equal to:

  

 (a) with respect to
the New Money Term Loans maintained as: (i) Base Rate Loans, 8.00% and (ii) SOFR Rate Loans, 9.00%; and

  

 (b) with Roll Up Term
Loans maintained as: (i) Base Rate Loans, 7.50% and (ii) SOFR Rate Loans, 8.50%.

  

 &ldquo; Applicable Period &rdquo;
means, with respect to any Variance Report Deadline occurring on a Variance Covenant Test Date, the two-week period consisting of (i) the
calendar week ending on the Sunday immediately preceding such Variance Report Deadline and (ii) the calendar week immediately preceding
such week, in each case as set forth in the then-current Approved Budget.

  

 3

  

  

 &ldquo; Approved Bank &rdquo;
has the meaning set forth in clause 3 of the definition of &ldquo; Cash Equivalents &rdquo;.

  

 &ldquo; Approved Fund &rdquo;
means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers, advises or manages a Lender.

  

 &ldquo; Aristech &rdquo;
means Aristech Surfaces LLC, a Kentucky limited liability company.

  

 &ldquo; Aristech IP License
Agreement &rdquo; has the meaning set forth in the definition of Specified IP License agreements.

  

 &ldquo; Assignees &rdquo;
has the meaning set forth in Section 10.07(b) .

  

 &ldquo; Assignment and
Assumption &rdquo; shall mean an assignment and assumption entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 10.07 ), in the form of Exhibit C or any other form approved by the Administrative
Agent and the Lead Borrower.

  

 &ldquo; Attorney Costs &rdquo;
means and includes all reasonable, documented fees, expenses and disbursements of any law firm or other external legal counsel required
to be reimbursed by any Loan Party pursuant to the terms of any Loan Document.

  

 &ldquo; Attributable Indebtedness &rdquo;
means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP.

  

 &ldquo; Available Tenor &rdquo;
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate,
any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant
to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from
the definition of &ldquo;Interest Period&rdquo; pursuant to Section 2.20(d) .

  

 &ldquo; Bail-In Action &rdquo;
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of
an EEA Financial Institution.

  

 &ldquo; Bail-In Legislation &rdquo;
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.

  

 &ldquo; Basel III &rdquo;
means:

  

 (i)             the
agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework
for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards
and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the
Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

  

 4

  

  

 (ii)             the
rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and
the additional loss absorbency requirement &ndash; Rules text" published by the Basel Committee on Banking Supervision in November 2011,
as amended, supplemented or restated; and

  

 (iii)             any
further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

  

 &ldquo; Base Rate &rdquo;
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the
Prime Rate in effect on such day and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00% per annum; provided
that in no event shall the Base Rate be less than the Floor. Any change in the Base Rate due to a change in the Prime Rate, the Federal
Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds
Rate or Term SOFR, respectively.

  

 &ldquo; Base Rate Loan &rdquo;
means a Term Loan that bears interest based on the Base Rate.

  

 &ldquo; Base Rate Term
SOFR Determination Day &rdquo; has the meaning specified in the definition of &ldquo;Term SOFR&rdquo;.

  

 &ldquo; Benchmark &rdquo;
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 &ldquo;Benchmark&rdquo; means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.20(a) .

  

 &ldquo; Benchmark Replacement &rdquo;
means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the
Administrative Agent (at the written direction of the Required Lenders) and the Lead Borrower giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current
Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;
 provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

  

 &ldquo; Benchmark
Replacement Adjustment &rdquo; 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 (at the written direction of the Required Lenders) and the Lead Borrower
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 at such time.

  

 5

  

  

 &ldquo; Benchmark Replacement
Date &rdquo; means the earliest to occur of the following events with respect to the then-current Benchmark:

  

 1.             in
the case of clause 1 or 2 of the definition of &ldquo;Benchmark Transition Event,&rdquo; the later of (i) the date of the public
statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

  

 2.             in
the case of clause 3 of the definition of &ldquo;Benchmark Transition Event,&rdquo; the first date on which all Available Tenors of such
Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors
of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of
such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause 3 and even if such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such
date.

  

 For the avoidance of doubt, if such Benchmark
is a term rate, the &ldquo;Benchmark Replacement Date&rdquo; will be deemed to have occurred in the case of clause 1 or 2 with respect
to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

  

 &ldquo; Benchmark
Transition Event &rdquo; means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  

 1.             a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
 provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component
thereof);

  

 2.             a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate,
any Available Tenor of such Benchmark (or such component thereof); or

  

 6

  

  

 3.             a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

  

 For the avoidance of doubt, if such Benchmark
is a term rate, a &ldquo;Benchmark Transition Event&rdquo; will be deemed to have occurred with respect to any Benchmark if a public
statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark
(or the published component used in the calculation thereof).

  

 &ldquo; Benchmark Transition
Start Date &rdquo; means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement
Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date
of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

  

 &ldquo; Benchmark Unavailability
Period &rdquo; 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 Loan Document in accordance
with Section 2.20 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with Section 2.20 .

  

 &ldquo; Beneficial Ownership
Certification &rdquo; means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  

 &ldquo; Beneficial Ownership
Regulation &rdquo; means 31 C.F.R. &sect; 1010.230.

  

 &ldquo; Board of Directors &rdquo;
means, for any Person, the board of directors, the general partner or other governing body of such Person or, if such Person does not
have such a board of directors, general partner or other governing body and is owned or managed by a single entity, the Board of Directors
or board of managers ( conseil de g&eacute;rance ) of such entity, or, in either case, any committee thereof duly authorized to
act on behalf of such Board of Directors. Unless otherwise provided, &ldquo;Board of Directors&rdquo; means the Board of Directors of
the Lead Borrower.

  

 7

  

  

 &ldquo; Borrower &rdquo;
has the meaning provided in the introductory paragraph hereof.

  

 &ldquo; Borrower Retained
Prepayment Amounts &rdquo; has the meaning set forth in Section 2.05(b)(viii) .

  

 &ldquo; Borrowing &rdquo;
means a Term Borrowing.

  

 &ldquo; Business Day &rdquo;
means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York, Luxembourg
or Ireland or is a day on which banking institutions in such jurisdictions are authorized or required by Law to close, and in the case
of a Business Day which relates to a SOFR Loan, a U.S. Government Securities Business Day.

  

 &ldquo; Capitalized Leases &rdquo;
means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that
for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability
in accordance with GAAP.

  

 &ldquo; Carve-Out &rdquo;
has the meaning assigned to such term in the Interim DIP Order (with respect to the period prior to the entry of the Final DIP Order)
or the Final DIP Order (from and after the date on which the Final DIP Order is entered).

  

 &ldquo; Cash Equivalents &rdquo;
means any of the following types of Investments:

  

 1.             Dollars
held by the Loan Parties from time to time in the ordinary course of business;

  

 2.             readily
marketable obligations issued or directly and fully Guaranteed or insured by the United States government or, in each case, any agency
or instrumentality of thereof ( provided that the full faith and credit of such country or such member state is pledged in support
thereof), having maturities of not more than 24 months from the date of acquisition;

  

 3.             certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers&rsquo; acceptances issued by any commercial bank
or trust company bank that is organized under the Laws of the United States, any state thereof or the District of Columbia or is the
principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District
of Columbia and is a member of the Federal Reserve System, and (b) has combined capital and surplus in excess of $100,000,000 (any
such Persons being an &ldquo; Approved Bank&rdquo; ), in each case with maturities not exceeding 24 months from the date of acquisition
thereof;

  

 4.             repurchase
obligations for underlying securities of the types described in clauses 2 and 3 entered into with any Approved Bank;

  

 5.             commercial
paper and variable or fixed rate notes rated at the time of acquisition thereof at least &ldquo;A-2&rdquo; (or the equivalent thereof
by S&P) or &ldquo;P-2&rdquo; (or the equivalent thereof by Moody&rsquo;s) or carrying an equivalent rating by a Nationally Recognized
Statistical Rating Organization (if both of the two named rating agencies cease publishing ratings of investments) or, if no rating is
available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any
case maturing within 24 months after the date of acquisition thereof;

  

 8

  

  

 6.             readily
marketable direct obligations issued by any state, commonwealth or territory of the United States of America having an investment grade
rating from either Moody&rsquo;s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another
Nationally Recognized Statistical Rating Organization) with maturities of not more than 24 months from the date of acquisition;

  

 7.             bills
of exchange issued in the United States eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized
equivalent); and

  

 8.             Investments
with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA&ndash; (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody&rsquo;s.

  

 &ldquo; Cash Management
Practices &rdquo; means (a) the ordinary course cash management practices of Trinseo LuxCo and its Subsidiaries as in effect
prior to the Closing Date, including with respect to the ordinary course cash management practices related to the funding, sweeping or
transferring of cash in accordance with that certain Amended and Restated Cash Pooling Agreement, dated as of May 22, 2023 and effective
as of December 31, 2022 and (b) capital contributions made by or to Trinseo LuxCo and its Subsidiaries to satisfy minimum capitalization
or solvency requirements under local law, provided that such contribution must be made for legitimate business purposes and not made
for the purposes of adversely affecting the credit position of the Lenders.

  

 &ldquo; Casualty Event &rdquo;
means any event that gives rise to the receipt by a Person of any insurance proceeds or condemnation awards in respect of any equipment,
fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

  

 &ldquo; Centre of Main
Interests &ldquo; means the "centre of main interests" as such term is used in Article 3(1) of the EU Insolvency
Regulation.

  

 &ldquo; Chapter 11 Plan &rdquo;
means any plan of reorganization or liquidation (as the case may be).

  

 &ldquo; Chapter 11 Plan
Effective Date &rdquo; means, with respect to any Chapter 11 Plan, the effective date of such Chapter 11 Plan, which has been confirmed
by an order entered by the Bankruptcy Court.

  

 &ldquo; Class &rdquo;,
when used with respect to Term Loans, refers to those of such Term Loans that have the same terms and conditions (without regard to differences
in the Type of Term Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Term Loan,
or differences in tax treatment (e.g. &ldquo;fungibility&rdquo;)).

  

 &ldquo; Closing Date &rdquo;
means May 28, 2026.

  

 9

  

  

 &ldquo; Closing Date Guarantors &rdquo;
means Parent, Holdings, and each other Subsidiary of Parent (other than the Borrowers) listed on Schedule 1.01D that is party
to this Agreement on the Closing Date.

  

 &ldquo; Co-Borrower &rdquo;
has the meaning provided in the introductory paragraph hereof.

  

 &ldquo; Code &rdquo;
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations related thereto.

  

 &ldquo; Collateral &rdquo;
means the &ldquo;Collateral&rdquo; as defined in the Pledge and Security Agreement, the &ldquo;Super Holdco DIP Collateral&rdquo; as
defined in the DIP Orders, and all the &ldquo;Collateral&rdquo; or &ldquo;Pledged Assets&rdquo; as defined in any other Collateral Document
and any other assets pledged pursuant to any Collateral Document and the DIP Orders; provided that in no event shall any Excluded
Asset constitute Collateral.

  

 &ldquo; Collateral Agent &rdquo;
means Alter Domus (US) LLC, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor
collateral agent.

  

 &ldquo; Collateral and
Guarantee Requirement &rdquo; means, at any time, the requirement that:

  

 (a)             on
the Closing Date, the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the
Closing Date pursuant to Section 4.01 , subject to the limitations and exceptions of this Agreement, duly executed by each
Loan Party thereto; and

  

 (b)             after
the Closing Date, each Subsidiary of Parent listed on Schedule 1.01D (other than any Excluded Subsidiary) shall become a Guarantor
and signatory to this Agreement pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 and a party
to the respective Collateral Documents in accordance with Section 6.11 or 6.18 .

  

 Notwithstanding the foregoing
provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

  

 (i)             The
foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or perfection of
pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other
actions with respect to, Excluded Assets;

  

 (ii)             The
Required Lenders in their discretion (including via email from counsel) may grant extensions of time for the creation or perfection of
security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including
extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines,
in consultation with the Lead Borrower, that the creation or perfection of security interests in, and Mortgages on, or obtaining of title
insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue
delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents;
and

  

 10

  

  

 (iii)             Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations
set forth in this Agreement and the Collateral Documents.

  

 &ldquo; Collateral
Documents &rdquo; means, collectively, the Pledge and Security Agreement, the U.S. Security Agreement for Foreign Guarantors, the
DIP Orders, the Luxembourg Collateral Documents, each of the other local law security and pledge agreements entered into by the
Foreign Guarantors from time to time, collateral assignments, security agreements, pledge agreements, bonds, bond pledge agreements or
other similar agreements delivered to the Administrative Agent pursuant to Sections 6.11 or 6.14 , and each of the other
agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent and/or the Collateral
Agent (as relevant), in each case for the benefit of the Secured Parties.

  

 &ldquo; Commitment Letter &rdquo;
means that certain Commitment Letter &ndash; SHC Debtor-in-Possession Facility, dated as of May 13, 2026, by and among Holdings,
the Borrowers and the Commitment Parties (as defined therein) party thereto, as amended, amended and restated, supplemented or otherwise
modified from time to time.

  

 &ldquo; Commitments &rdquo;
means, with respect to each Lender, such Lender&rsquo;s New Money Commitments.

  

 &ldquo; Committed Loan
Notice &rdquo; means a written notice of (a) a Borrowing, (b) a conversion of Term Loans from one Type to the other, or
(c) a continuation of SOFR Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A .

  

 &ldquo; Compensation Period &rdquo;
has the meaning set forth in Section 2.12(c)(ii) .

  

 &ldquo; Conforming Changes &rdquo;
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of &ldquo;Base Rate,&rdquo; the
definition of &ldquo;Business Day,&rdquo; the definition of &ldquo;U.S. Government Securities Business Day,&rdquo; the definition of
 &ldquo;Interest Period&rdquo; or any similar or analogous definition (or the addition of a concept of &ldquo;interest period&rdquo;),
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, and other technical, administrative or operational matters) that
the Administrative Agent (at the written direction of the Required Lenders) decides 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 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 Loan Documents).

  

 &ldquo; Contractual Obligation &rdquo;
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

  

 11

  

  

 &ldquo; Covenant Party &rdquo;
means the Lead Borrower, the Co-Borrower, Parent, Holdings, Aristech, and Altuglas and the Specified Subsidiary.

  

 &ldquo; Control &rdquo;
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 ability to exercise voting power, by contract or otherwise. &ldquo;Controlling&rdquo; and &ldquo;Controlled&rdquo;
have meanings correlative thereto.

  

 &ldquo; Corresponding Debt &rdquo;
has the meaning specified in Section 9.15(b) .

  

 &ldquo; Credit Extension &rdquo;
means each Borrowing.

  

 &ldquo; Debtor Relief Laws &rdquo;
means the Bankruptcy Code of the United States and all other liquidation, dissolution, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, examinership, appointment of a business conciliator (conciliateur enterprises),
insolvency, winding up, reorganization, or similar debtor relief Laws of the United States, Germany, Luxembourg, Ireland or other
applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including, without limitation the
German Act on the Stabilisation and Restructuring Framework for Businesses ( Gesetz &uuml;ber den Stabilisierungs- und Restrukturierungsrahmen
f&uuml;r Unternehmen (Unternehmensstabilisierungs- und -restrukturierungsgesetz - StaRUG ).

  

 &ldquo; Declined Proceeds &rdquo;
has the meaning set forth in Section 2.05(b)(viii) .

  

 &ldquo; Default &rdquo;
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default; provided that the Borrowers shall not be in deemed to be in Default during the first day of any
grace period set forth in Section 8.01(a) .

  

 &ldquo; Default Rate &rdquo;
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin, if any, applicable to Base Rate Loans
 plus (c) 2.00% per annum; provided that, with respect to a SOFR Loan, the Default Rate shall be an interest rate equal
to the interest rate (including any Applicable Margin) otherwise applicable to such Term Loan plus 2.00% per annum, in each case,
to the fullest extent permitted by applicable Laws.

  

 &ldquo; Defaulting Lender &rdquo;
means, subject to Section 2.19(b) , any Lender that, as reasonably determined by the Administrative Agent and the Lead Borrower
(a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding
obligations hereunder, including in respect of its Term Loans, which refusal or failure is not cured within one Business Day after the
date of such refusal or failure, (b) has notified the Lead Borrower or Administrative Agent that it does not intend to comply with
its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other
agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative
Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations ( provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by
the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has, after the date
of this Agreement, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
a custodian appointed for it, (iii) become the subject of a Bail-In Action or (iv) taken any action in furtherance of, or indicated
its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent and the Lead Borrower that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.19(b) ) upon delivery of written notice of such determination to the Lead Borrower and each Lender.

  

 12

  

  

 &ldquo; Delayed Draw New
Money Closing Date &rdquo; means the date of any Borrowing of Delayed Draw New Money Term Loans in accordance with Sections 2.01(a)  and
 4.03 .

  

 &ldquo; Delayed Draw New
Money Term Loans &rdquo; has the meaning set forth in Section 2.01(a) .

  

 &ldquo; Designated Lenders &rdquo;
means, collectively, (a) certain funds and accounts managed by Angelo, Gordon & Co. or one or more entities owned by such
funds or accounts, (b) certain funds or accounts managed by Oaktree Capital Management, L.P. or one or more entities owned by such
funds or accounts and (c) certain funds or accounts managed by Apollo Capital Management, L.P. or one or more entities owned by
such funds or accounts.

  

 &ldquo; DIP Orders &rdquo;
means, collectively, the Interim DIP Order and the Final Order and separately, the Interim DIP Order or the Final DIP Order, as the context
requires.

  

 &ldquo; DIP Superpriority
Claims &rdquo; means the superpriority administrative expense claims under section 364(c) of the Bankruptcy Code against each
of the SHC Debtors, on a joint and several basis, which claims, subject to the Carve-Out, shall have priority over any and all other
administrative expense claims against the SHC Debtors and their estates, now existing or hereafter arising, including, without limitation,
administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c),
507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise, with recourse against all Collateral.

  

 &ldquo; Disbursements Variance &rdquo;
has the meaning set forth in Section 6.22(ii) .

  

 &ldquo; Disposition &rdquo;
or &ldquo; Dispose &rdquo; means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction
and any sale or issuance of Equity Interests of a Loan Party) of any property by any Person, including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided
that the issuance of Equity Interests by Parent shall not constitute a Disposition by Parent.

  

 13

  

  

 &ldquo; Disqualified Equity
Interests &rdquo; means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which
it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation
or otherwise (except as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence
of a change of control or asset sale event shall be subject to the prior repayment in full of the Term Loans and all other Obligations
that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other
than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash,
or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified
Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date.

  

 &ldquo; Dollar &rdquo;
and &ldquo; $ &rdquo; mean lawful money of the United States.

  

 &ldquo; Dollar Amount &rdquo;
means, at any time, with respect to any Term Loan, the principal amount thereof then outstanding (or in which such participation is held).

  

 &ldquo; Domestic Loan Party &rdquo;
means any Loan Party that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  

 &ldquo; EEA Financial Institution &rdquo;
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

  

 &ldquo; EEA Member Country &rdquo;
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

  

 &ldquo; EEA Resolution
Authority &rdquo; means any public administrative authority or any person entrusted with public administrative authority of any EEA
Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

  

 &ldquo; Eligible Assignee &rdquo;
has the meaning set forth in Section 10.07(a) .

  

 &ldquo; EMU Legislation &rdquo;
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European
currency.

  

 &ldquo; Environment &rdquo;
means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such
as wetlands, flora and fauna.

  

 &ldquo; Environmental Laws &rdquo;
means any applicable Law, including common law, relating to the prevention of pollution or the protection of the environment and natural
resources, or to the protection of human health and safety as it relates to the environment.

  

 14

  

  

 &ldquo; Environmental Liability &rdquo;
means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties
or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental
Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

  

 &ldquo; Environmental Permit &rdquo;
means any permit, approval, identification number, license or other authorization required by any Environmental Law.

  

 &ldquo; Equity Interests &rdquo;
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of
capital stock or share capital of (or other ownership or profit interests or units in) share premium such Person and all of the warrants,
options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible
securities).

  

 &ldquo; ERISA &rdquo;
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

  

 &ldquo; ERISA Affiliate &rdquo;
means any trade or business (whether or not incorporated) that is under common control with a Loan Party within the meaning of Section 414(b),
(c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.

  

 &ldquo; ERISA
Event &rdquo; means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as
defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan, the insolvency under
Title IV of ERISA of any Multiemployer Plan, or the receipt of any Loan Party or any ERISA Affiliate, of any notice that a Multiemployer
Plan is in endangered or critical status under Section 305 of ERISA; (d) the filing of a notice of intent to terminate any
Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which would reasonably be expected
to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; (f) the failure to make a required contribution to any Pension Plan that would result in the imposition
of a lien or other encumbrance on a Loan Party or the provision of security under Section 430 of the Code or Section 303 or
4068 of ERISA by a Loan Party, or the arising of such a lien or encumbrance, there being or arising any &ldquo;unpaid minimum required
contribution&rdquo; or &ldquo;accumulated funding deficiency&rdquo; (as defined or otherwise set forth in Section 4971 of the Code
or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, the failure to satisfy the minimum funding standard of Section 412
of the Code, whether or not waived, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code
or Section 406 of ERISA) with respect to a Pension Plan which could reasonably be expected to result in liability to a Loan Party;
or (h) the incurring of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, by a Loan Party or any ERISA Affiliate.

  

 15

  

  

 &ldquo; Erroneous Payment &rdquo;
has the meaning specified in Section 9.04 .

  

 &ldquo; EU Bail-In Legislation
Schedule &rdquo; means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.

  

 &ldquo; EU Insolvency Regulation &rdquo;
means the Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings
(recast).

  

 &ldquo; Event of Default &rdquo;
has the meaning specified in Section 8.01 .

  

 &ldquo; Exchange Act &rdquo;
means the Securities Exchange Act of 1934, as amended.

  

 &ldquo; Excluded
Asset &rdquo; means (i) any security deposits in respect of non-residential real property leases of the Loan Parties,
(ii) governmental licenses or state or local franchises, charters and authorizations and any other property and assets to the extent
that the Administrative Agent may not validly possess a security interest therein under applicable laws (including, without limitation,
rules and regulations of any governmental authority or agency) or the pledge or creation of a security interest in which would require
governmental consent, approval, license or authorization, other than (A) to the extent such limitation is rendered ineffective under
the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation, (B) with respect
to any SHC Debtor, to the extent such limitation is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant
to the DIP Order notwithstanding such limitation, and (C) proceeds and receivables thereof, the assignment of which is expressly
deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such limitation,
(iii) any particular asset or right under contract, if the pledge thereof or the security interest therein is prohibited or restricted
by applicable law, rule or regulation (including any requirement thereunder to obtain the consent of any governmental or regulatory
authority), or third party (i.e., other than the Parent, the Borrowers or any of their respective Subsidiaries), so long as any agreement
with such third party that provides for such prohibition or restriction was not entered into in contemplation of the acquisition of such
assets or entering into of such contract or for the purpose of creating such prohibition or restriction, other than (A) to the extent
such prohibition or restriction is rendered ineffective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP
Order, notwithstanding such prohibition or restriction and (B) proceeds and receivables thereof, the assignment of which is expressly
deemed effective under the UCC, other applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such prohibition
or restriction, (iv) (A) margin stock, (B) a direct pledge of the JV Interests so long as such direct pledge would require
consent of Chevron Phillips Chemical Company LP and only to the extent and for so long as consent requirement is in effect; provided
 that proceeds and products of the JV Interests do not constitute Excluded Assets and shall constitute Collateral, and (C) Equity
Interests in any non-wholly owned Restricted Subsidiaries and any entities which do not constitute Subsidiaries, other than to the extent
such prohibition or restriction is rendered ineffective under the UCC or, other applicable law, including the Bankruptcy Code, or the
DIP Order, but only to the extent that (x) the organizational documents or other agreements with other equity holders of such non-wholly
owned Restricted Subsidiary or other entity do not permit or restrict the pledge of such Equity Interests (to the extent such restriction
exists on the Closing Date or on the date of acquisition of such non-wholly owned Restricted Subsidiary or the Equity Interests in such
entity so long as such restriction was not entered into in contemplation of the acquisition of such Equity Interests), or (y) the
pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other
adverse consequence to any of the Loan Parties or such non-wholly owned Restricted Subsidiary or other entity, (v) any lease, license
or agreement or any property subject to a purchase money security interest, capital lease obligations or similar arrangement, in each
case, to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase
money or similar arrangement or create a right of termination in favor of any other party thereto (other than Parent, any Loan Party
or any Subsidiary of a Loan Party), other than (A) to the extent such provision is rendered ineffective under the UCC, other applicable
law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provision, (B) with respect to any SHC Debtor, to the
extent such provision is rendered ineffective as a result of the commencement of the Chapter 11 Cases or pursuant to the DIP Order notwithstanding
such provision, and (C) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC, other
applicable law, including the Bankruptcy Code, or the DIP Order, notwithstanding such provisions, (vi) any property or assets for
which the creation or perfection of pledges of, or security interests in such property or assets pursuant to the Loan Documents would
result in material adverse tax consequences to the Parent, the Lead Borrower or any of their Subsidiaries, as reasonably determined by
the Lead Borrower and the Required Lenders, (vii) [reserved], (viii) any funds held in (A) the Reserve Account (as defined
in the DIP Orders) or (B) the Adequate Assurance Account (as defined in the DIP Orders) (the accounts in subclauses (A) and
(B), collectively, the &ldquo; Excluded Accounts &rdquo;); provided that any reversionary interests in any funds held in
the Excluded Accounts shall constitute Collateral, (ix) for any Loan Party that is not an SHC Debtor, all assets of such Loan Party
that would not constitute &ldquo;Collateral&rdquo; as defined in the Prepetition Super Holdco Loan Documents and Prepetition Second Lien
Notes Document, as applicable, (x) any intent-to-use trademark application prior to the filing of a &ldquo;Statement of Use&rdquo;
or &ldquo;Amendment to Allege Use&rdquo; with respect thereto, to the extent, if any, that, and solely during the period, if any, in
which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application
under applicable federal law, (xi) assets in circumstances where the cost, consequences or burden of obtaining a security interest
in such assets, including, without limitation, the cost of title insurance, surveys or flood insurance (if necessary) would outweigh
the practical benefit to the Lenders afforded thereby as reasonably determined by the Lead Borrower and the Required Lenders, (xii) any
particular assets if it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention with
their fiduciary duties and/or of civil or criminal liability (unless there is customary limitation language agreed between the Lead Borrower
and the Administrative Agent) for the German Loan Parties in relation to the German Security, including but not limited to, customary
limitation language in respect of sections 30 and 31 of the German Limited Liability Companies Act ( Gesetz betreffend die Gesellschaften
mit beschr&auml;nkter Haftung ) (&ldquo;GmbHG&rdquo;), and (xiii) the Securitization Assets, including, for the avoidance of
doubt, any bank accounts pledged pursuant to a Permitted Securitization, including, for the avoidance of doubt, any bank accounts pledged
pursuant to a Permitted Securitization; provided , that all proceeds and products of Excluded Assets shall not constitute Excluded
Assets and shall constitute Collateral unless such proceeds are specifically excluded as one of the foregoing items.

  

 16

  

  

 &ldquo; Excluded Subsidiary &rdquo;
means any Subsidiary where the Required Lenders and the Lead Borrower agree that the cost of obtaining a Guarantee by such Subsidiary
would be excessive in light of the practical benefit to the Lenders afforded thereby.

  

 &ldquo; Excluded Taxes &rdquo;
has the meaning set forth in Section 3.01(a) .

  

 &ldquo; FATCA &rdquo;
means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and
any agreement pursuant to the implementation of the above with the United States Internal Revenue Service, the United States government
or any governmental or taxation authority in the United States, including the Agreement between the Government of the United States of
America and the Government of Luxembourg to Improve International Tax Compliance and with respect to The United States information reporting
provisions commonly known as the Foreign Account Tax Compliance Act, and any rules, regulations or guidance enacted thereunder or official
interpretations thereof.

  

 &ldquo; FCPA &rdquo;
has the meaning set forth in Section 5.22 .

  

 &ldquo; Federal Funds Rate &rdquo;
means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day&rsquo;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%.&ldquo; Final DIP Order &rdquo; means an order of the Bankruptcy Court in the Chapter
11 Cases, which order (a) shall be in form and substance, and on terms and conditions, reasonably satisfactory to the Loan Parties,
Required Lenders and, with respect to those provisions thereof that affect the rights, obligations, liabilities and duties of the Administrative
Agent, to the Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other
matters, (i) the Loan Parties&rsquo; entry into the Loan Documents, (ii) the making of the Loans, (iii) the granting of
the DIP Superpriority Claims against the SHC Debtors and the granting of Liens on the Collateral in accordance with the Loan Documents,
(iv) the use of Super Holdco Cash Collateral (as defined in the Final DIP Order), and (v) the granting of adequate protection
to the Prepetition SHC Secured Parties.

  

 &ldquo; Final Roll-Up Term
Loans &rdquo; has the meaning set forth in Section 2.01(b) .

  

 &ldquo; First Day Orders &rdquo;
shall mean all material orders entered by the Bankruptcy Court pursuant to motions filed on or about the Petition Date by the SHC Debtors.
The First Day Orders must be reasonably acceptable to the Required Lenders.

  

 &ldquo; FIRREA &rdquo;
means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

  

 17

  

  

 &ldquo; Flood Laws &rdquo;
means collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance
Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the
Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood
Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

  

 &ldquo; Floor &rdquo;
means a rate of interest equal to 3.00%.

  

 &ldquo; Foreign Guarantors &rdquo;
means each Guarantor that is not a Domestic Loan Party.

  

 &ldquo; Foreign Loan Party &rdquo;
means any Loan Party that is not a Domestic Loan Party.

  

 &ldquo; Foreign Pension
Plan &rdquo; means any occupational pension plan, fund (including, without limitation, any superannuation fund) or other similar program
established, contributed to or maintained outside the United States on a voluntary basis by any Loan Party (other than a Luxembourg Loan
Party), as a single employer or as part of a group of employers, primarily for the benefit of employees of any Loan Party residing outside
the United States, which plan, fund or other similar program provides, retirement income, and which plan is not subject to ERISA or the
Code.

  

 &ldquo; Four
Party Intercreditor Agreement &rdquo; means that certain Intercreditor Agreement, dated as of the January 17, 2025, by and among
(i) Deutsche Bank AG New York Branch, as the administrative agent and collateral agent for the lenders under the Prepetition Super-Priority
Revolving Credit Agreement, (ii) Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the lenders
under the Prepetition OpCo Credit Agreement, (ii) Alter Domus (US) LLC, as collateral agent under the Prepetition Super Holdco Credit
Agreement, as amended, amended and restated, modified or supplemented from time to time, and (iv) Alter Domus (US) LLC, as collateral
agent under the Prepetition Second Lien Notes Indenture, as amended, amended and restated, modified or supplemented from time to time.

  

 &ldquo; FRB &rdquo;
means the Board of Governors of the Federal Reserve System of the United States.

  

 &ldquo; Fund &rdquo;
means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans
and similar extensions of credit in the ordinary course.

  

 &ldquo; GAAP &rdquo;
means generally accepted accounting principles in the United States, as in effect from time to time; provided , however ,
that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or
if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith.

  

 18

  

  

 &ldquo; German Loan Party &rdquo;
means any German Loan Party (i) incorporated or established in Germany or (ii) having its Centre of Main Interests in Germany.

  

 &ldquo; German
Security &rdquo; means any Lien governed by German law over all or any part of its assets in respect of the obligations of any of
the Loan Parties under any of the Loan Documents.

  

 &ldquo; German
Security Documents &rdquo; means any Collateral Document governed by German law.

  

 &ldquo; Governmental Authority &rdquo;
means any nation or government, the European Union, any state, provincial or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.

  

 &ldquo; Granting Lender &rdquo;
has the meaning specified in Section 10.07(j) .

  

 &ldquo; Guarantee &rdquo;
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the &ldquo;primary
obligor&rdquo;) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary
obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect
such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided
that the term &ldquo;Guarantee&rdquo; shall not include endorsements for collection or deposit, in either case in the ordinary course
of business or consistent with past practice, or customary and reasonable indemnity obligations in effect on the Closing Date or entered
into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect
to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term &ldquo;Guarantee&rdquo; as
a verb has a corresponding meaning.

  

 &ldquo; Guaranteed Obligations &rdquo;
has the meaning specified in Section 11.01 .

  

 &ldquo; Guarantor Joinder &rdquo;
means a joinder agreement substantially in the form of Exhibit E hereto.

  

 19

  

  

 &ldquo; Guarantors &rdquo;
means each Closing Date Guarantor, and those Subsidiaries of Parent that have issued a guaranty of the Obligations after the Closing
Date pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.18 .

  

 &ldquo; Guaranty &rdquo;
means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

  

 &ldquo; Hazardous Materials &rdquo;
means all materials, pollutants, contaminants, chemicals, wastes or any other substances, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, electromagnetic radio frequency or microwave
emissions, that are listed, classified or regulated as hazardous or toxic, or any similar term, pursuant to any Environmental Law.

  

 &ldquo; Holdings &rdquo;
has the meaning set forth in the introductory paragraph to this Agreement.

  

 &ldquo; Indebtedness &rdquo;
means, as to any Person at a particular time, without duplication, all of the following:

  

 1.             all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;

  

 2.             the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of
credit (including standby and commercial), bankers&rsquo; acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;

  

 3.             [reserved];

  

 4.             all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in
the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet
of such Person in accordance with GAAP and is not paid within thirty (30) Business Days after becoming due and payable);

  

 5.             indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar
financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

  

 6.             all
Attributable Indebtedness;

  

 7.             all
obligations of such Person in respect of Disqualified Equity Interests to the extent that the foregoing would constitute indebtedness
or a liability in accordance with GAAP; and

  

 20

  

  

 8.             to
the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

  

 The amount of Indebtedness
of any Person for purposes of clause 5 shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such
Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

  

 &ldquo; Indemnified Liabilities &rdquo;
has the meaning set forth in Section 10.05 .

  

 &ldquo; Indemnified Taxes &rdquo;
has the meaning set forth in Section 3.01(a) .

  

 &ldquo; Indemnitees &rdquo;
has the meaning set forth in Section 10.05 .

  

 &ldquo; Independent Manager &rdquo;
means an individual who is natural person and who: (i) for the five-year period prior to such person&rsquo;s appointment as Independent
Manager has not been, and during the continuation of such person&rsquo;s service as Independent Manager is not: (A) an employee,
director, stockholder, member, manager, partner or officer of any Loan Party or any of its Affiliates (other than such person&rsquo;s
service as an Independent Manager); (B) a customer, creditor, service provider or supplier of any Loan Party or any of its Affiliates
(other than such person&rsquo;s service as an Independent Manager); or (C) any member of the immediate family of a person described
in the foregoing clause (A) or (B); and (ii) has (A) prior experience as an Independent Manager for a corporation or limited
liability company whose charter or organizational documents required the unanimous consent of all Independent Managers thereof before
such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or
could file a petition seeking relief under any applicable federal or state law relating to bankruptcy; and (B) at least three years
of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management
or placement services (including providing independent managers) to issuers of structured finance instruments, agreements or securities.

  

 &ldquo; Information &rdquo;
has the meaning set forth in Section 10.08 .

  

 &ldquo; Initial Budget &rdquo;
means the budget attached to the Interim DIP Order as Annex 1 .

  

 &ldquo; Initial New Money Term Loans &rdquo;
has the meaning set forth in Section 2.01(a) .

  

 &ldquo; Insolvency Regulation &rdquo;
means Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) as
amended by Regulation (EU) 2021/2260 of the European Parliament and of the Council of 15 December 2021.

  

 &ldquo; Intercompany Parent
Note &rdquo; means that certain Loan Agreement, dated as of September 8, 2023, by and between the Lead Borrower as lender and
Trinseo LuxCo as borrower, pursuant to which the Lead Borrower made available to Trinseo LuxCo a loan in the principal amount of $128,865,980.

  

 &ldquo; Interest Payment
Date &rdquo; means, (a) as to any SOFR Loan, the last day of each Interest Period applicable to such Term Loan, any day on which
such Term Loan is converted into a Base Rate Loan, any day on which payment of principal in respect of such SOFR Loan is made (whether
as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise); and (b) as to
any Base Rate Loan, the last Business Day of each month, any day on which payment of principal in respect of such Base Rate Loan is made
(whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise).

  

 21

  

  

 &ldquo; Interest Period &rdquo;
means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan
and ending on the date one (1) month thereafter; provided that:

  

 1.             any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business
Day;

  

 2.             any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period;

  

 3.             no
Interest Period shall extend beyond the Maturity Date;

  

 4.             no
tenor that has been removed from this definition pursuant to Section 2.21(d)  shall be available for specification in
such Committed Loan Notice; and

  

 5.             at
the election of the Lead Borrower, the initial Interest Period for any Delayed Draw New Money Term Loan may be shorter than a month (a
 &ldquo;Stub Period&rdquo;) so that such Interest Period ends on the last day of the then-current Interest Period applicable to the outstanding
Initial New Money Term Loans, and thereafter such Delayed Draw New Money Term Loans shall have Interest Periods that are coterminous
with the Interest Periods applicable to the Initial New Money Term Loans.

  

 &ldquo; Interim
DIP Order &rdquo; means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance,
and on terms and conditions, reasonably satisfactory to the Loan Parties, Required Lenders and, with respect to those provisions thereof
that affect the rights, obligations, liabilities and duties of the Administrative Agent, to the Administrative Agent, and (b) shall,
subject to the foregoing, authorize and approve, on an interim basis, among other matters, (i) the Loan Parties&rsquo; entry into
the Loan Documents, (ii) the making of the Loans, (iii) the granting of the DIP Superpriority Claims against the SHC Debtors
and the granting of Liens on the Collateral in accordance with the Loan Documents, (iv) the use of Super Holdco Cash Collateral
(as defined in the Interim DIP Order), and (v) the granting of adequate protection to the Prepetition SHC Secured Parties.

  

 &ldquo; Interim
Roll-Up Term Loans &rdquo; has the meaning set forth in Section 2.01(b) .

  

 &ldquo; Irish
Guarantor &rdquo; means Parent.

  

 22

  

  

 &ldquo; Irish
Mobility Regulations &rdquo; means the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended).

  

 &ldquo; Irregular Dividends &rdquo;
has the meaning set forth in Section 2.05(b)(iii) .

  

 &ldquo; Investment &rdquo;
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors,
officers or employees of any Person in the ordinary course of business or consistent with past practice, and excluding any debt or extension
of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or use of others), or the incurrence of a Guarantee of any
obligation of, or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by, such other
Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP.

  

 The amount of any Investment
outstanding at any time shall be the original cost of such Investment (with the fair market value of such Investment being measured at
the time such Investment is made and without giving effect to subsequent changes in value) as reduced by any dividend, distribution,
interest payment, return of capital, repayment or other amount (including in respect of dispositions) received in cash or Cash Equivalents
in respect of such Investment; provided that the aggregate amount of such dividend, distribution, interest payment, return of
capital, repayment or other amount shall not exceed the original amount of such Investment.

  

 &ldquo; IP Rights &rdquo;
means any trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, domain names, software,
trade secrets, know-how database rights, design rights and other intellectual property rights.

  

 &ldquo; Junior Financing &rdquo;
has the meaning set forth in Section 7.13(a) .

  

 &ldquo; Junior Financing
Documentation &rdquo; means any documentation governing any Junior Financing.

  

 &ldquo; JV Agreement &rdquo;
means that certain Limited Liability Company Agreement of Americas Styrenics LLC, dated as of May 2, 2008, by and between Chevron
Phillips Chemical Company LP and Trinseo LLC (as successor to The Dow Chemical Company), as amended prior to the Closing Date and as
may be amended after the Closing Date solely to the extent not prohibited by this Agreement.

  

 &ldquo; JV Interests &rdquo;
means all Equity Interests of Americas Styrenics owned by Trinseo LLC, the Co-Borrower, the Specified Subsidiary or any of their Affiliates
at any time, which shall in no event be less than 50% of the Equity Interests of Americas Styrenics, unless consented to in writing (email
being sufficient) by the Required Lenders.

  

 &ldquo; Laws &rdquo;
means, collectively, all international, foreign, federal, state, regional, provincial and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

  

 23

  

  

 &ldquo; Lead Borrower &rdquo;
has the meaning provided in the introductory paragraph hereof.

  

 &ldquo; Lender &rdquo;
has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder,
each of which is referred to herein as a &ldquo;Lender.&rdquo;

  

 &ldquo; Lending Office &rdquo;
means, as to any Lender, such office or offices as such Lender may from time to time notify the Lead Borrower and the Administrative
Agent.

  

 &ldquo; Lien &rdquo;
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other
title retention agreement (including extended or prolonged retention of title), any easement, right of way or other encumbrance on title
to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

  

 &ldquo; Liquidity &rdquo;
means, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties.

  

 &ldquo; Liquidity Report
Deadline &rdquo; has the meaning set forth in Section 6.20.

  

 &ldquo; Loan Documents &rdquo;
means, collectively, (a) this Agreement, (b) the Term Notes, (c) the Collateral Documents, (d) the Agent Fee Letter
and(e) any other amendment or joinder to this Agreement.

  

 &ldquo; Loan Parties &rdquo;
means, collectively, each Borrower and each Guarantor.

  

 &ldquo; Luxembourg &rdquo;
means the Grand Duchy of Luxembourg.

  

 &ldquo; Luxembourg Collateral
Documents &rdquo; means the DIP Share Pledge Agreement and the DIP Receivables Pledge Agreement, each as defined in Schedule 6.18,
in each case as amended, restated, supplemented or otherwise modified from time to time.

  

 &ldquo; Luxembourg
Insolvency Event &rdquo; means, in relation to any Luxembourg Loan Party or any of its assets, any corporate action, legal proceedings
or other procedure or step in relation to bankruptcy ( faillite ), insolvency, voluntary or judicial liquidation ( liquidation
volontaire ou judiciaire ), administrative dissolution without liquidation ( dissolution administrative sans liquidation ), moratorium
or reprieve from payment ( sursis de paiement ), or any of the out-of court or in-court reorganization procedures as provided for
in the Luxembourg law of 7 August 2023 on the preservation of enterprises and modernizing bankruptcy law, fraudulent conveyance
( actio pauliana ), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally.

  

 &ldquo; Luxembourg Loan
Party &rdquo; means a Loan Party incorporated in Luxembourg.

  

 24

  

  

 &ldquo; Margin Stock &rdquo;
shall have the meaning assigned to such term in Regulation U of the FRB.

  

 &ldquo; Material Adverse
Effect &rdquo; means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or
financial condition of the Borrowers, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as
a whole) to fully and timely perform any of their payment obligations under any Loan Document to which any of the Loan Parties is a party;
or (c) material adverse effect on the rights and remedies available to the Lenders or the Collateral Agent under any Loan Document
or on the ability of the Loan Parties, taken as a whole, to perform their payment obligations to the Lenders, in each case, under the
Loan Documents, in each case, other than the commencement of the Chapter 11 Cases, the events that lead to the commencement of the Chapter
11 Cases, events that customarily and reasonably result from the commencement of the Chapter 11 Cases and the consummation of the transactions
contemplated by the First Day Orders and the Restructuring Support Agreement.

  

 &ldquo; Maturity Date &rdquo;
means the earliest to occur of (a) May 28, 2027, (b) 11:59 p.m. New York City Time on the date that is four (4) calendar
days after the Petition Date if the Interim DIP Order, in form and substance acceptable in all respects to the Required Lenders, has
not been entered by the Bankruptcy Court prior to such date and time, (c) 11:59 p.m. New York City Time on the date that is
thirty-five (35) calendar days after the Petition Date (or if such thirty-fifth day is not a Business Day, the first succeeding Business
Day thereafter), if the Final DIP Order, in form and substance acceptable in all respects to the Required Lenders, has not been entered
by the Bankruptcy Court prior to such date and time, (d) Chapter 11 Plan Effective Date, (e) dismissal of any of the Chapter
11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code without the prior written consent
of the Required Lenders, (f) the acceleration of the outstanding Term Loans and the termination of the commitments of each Lender
to make Term Loans under the this Agreement, in each case, pursuant to Section 8.02, and (g) the closing of a sale of all or
substantially all assets or equity of the Loan Parties (other than to another Loan Party); provided that if any such day is not
a Business Day, then on the immediately succeeding Business Day.

  

 &ldquo; Maximum Rate &rdquo;
has the meaning specified in Section 10.10 .

  

 &ldquo; Milestones &rdquo; has
the meaning set forth in Schedule 1.01B.

  

 &ldquo; Minimum Tax &rdquo;
means any taxes levied pursuant to the Minimum Tax Act ( Mindeststeuergesetz ) and any other taxes charged on the basis of any law
implementing or relating to (A) Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of
taxation for multinational enterprise groups and large-scale domestic groups in the European Union or (B) the OECD Global Anti-Base
Erosion Model Rules, including (for the avoidance of doubt) any qualifying domestic minimum top-up tax.

  

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. and any successor thereto.

  

 &ldquo; Multiemployer Plan &rdquo;
means a &ldquo;multiemployer plan&rdquo; as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

  

 25

  

  

 &ldquo; Nationally Recognized
Statistical Rating Organization &rdquo; means a nationally recognized statistical rating organization within the meaning of Rule 436
under the Securities Act.

  

 &ldquo; Net Proceeds &rdquo;
means:

  

 1.             100%
of the cash proceeds actually received by the applicable Loan Party (including any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise as and when received)
from any Disposition or any Casualty Event, net of (i) attorneys&rsquo; fees, accountants&rsquo; fees, investment banking fees,
survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required
debt payments and required payments of other obligations (including without limitation principal amount, premium or penalty, if any,
interest and other amounts) (other than pursuant to the Loan Documents), other customary expenses and brokerage, consultant and other
customary fees actually incurred in connection therewith, (ii) [reserved], (iii) taxes actually paid as a result thereof after
taking into account the Loan Parties&rsquo; available tax attributes (including any net operating losses), and (iv) the amount of
any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any
taxes deducted pursuant to clause (iii) above) (x) related to any of the applicable assets and (y) retained by the
applicable Loan Party (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment of such
liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); and

  

 2.             100%
of the cash proceeds actually received from the incurrence, issuance or sale by any Loan Party of any Indebtedness, net of all taxes
paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts and attorneys
fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale; and

  

 3.             100%
of the cash proceeds actually received from the issuance or sale of Equity Interests in Holdings or the Lead Borrower, net of all taxes
paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts and attorneys
fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

  

 For purposes of calculating
the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the applicable Loan Party shall be disregarded.

  

 &ldquo; New Money Commitments &rdquo;
shall mean the amount in U.S. Dollars set opposite each Lender&rsquo;s name under the heading &ldquo;New Money Commitment&rdquo; in Schedule
1.01A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed or reduced
from time to time pursuant to the terms hereof. The aggregate amount of the New Money Commitments on the Closing Date is $52,500,000.00.

  

 26

  

  

 &ldquo; New Money Term
Loans &rdquo; shall have the meaning specified in Section 2.01(a) , and shall include, for the avoidance of doubt, the
Initial New Money Term Loans and the Delayed Draw New Money Term Loans.

  

 &ldquo; Non-Consenting
Lender &rdquo; has the meaning set forth in Section 3.07(d) .

  

 &ldquo; Non-Defaulting
Lender &rdquo; means, at any time, a Lender that is not a Defaulting Lender.

  

 &ldquo;Non-Cooperative Jurisdiction&rdquo;
means any non-cooperative state or territory (nicht kooperatives Steuerhoheitsgebiet) as set out in the regulation (as amended from time
to time) referred to in section 3 sub-section 1 of the Act to prevent Tax Avoidance and Unfair Tax Competition ( Gesetz zur Abwehr
von Steuervermeidung und unfairem Steuerwettbewerb ( Steueroasen-Abwehrgesetz )).

  

 &ldquo; Obligations &rdquo;
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or any Foreign Guarantor arising
under any Loan Document or otherwise with respect to any Term Loan, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing,
the Obligations of the Loan Parties and the Foreign Guarantors under the Loan Documents include (a) the obligation (including guarantee
obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts
payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party or any Foreign Guarantor to reimburse
any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such
Loan Party.

  

 &ldquo; OFAC &rdquo;
has the meaning set forth in Section 5.22(b) .

  

 &ldquo; Officer&rsquo;s
Certificate &rdquo; means, with respect to any Person, a certificate signed by one Responsible Officer of such Person.

  

 &ldquo; OID &rdquo;
means original issue discount.

  

 &ldquo; OpCo 2028 Term
Lenders Ad Hoc Group &rdquo; means that certain ad hoc group of Prepetition Super HoldCo Lenders represented by Gibson, Dunn &
Crutcher LLP, (b) Lazard Freres & Co.

  

 &ldquo; OpCo 2028 Term
Lenders Ad Hoc Group&rsquo;s Advisors &rdquo; means, collectively, (i) Gibson, Dunn & Crutcher LLP, as counsel to the
OpCo 2028 Term Lenders Ad Hoc Group, (ii) Lazard Freres & Co., as financial advisor to OpCo 2028 Term Lenders Ad Hoc Group
and (iii) subject to prior written consent of the Lead Borrower (such consent not to be unreasonably withheld, conditioned or delayed),
such other attorneys, financial advisors or professionals retained by or on behalf of the OpCo 2028 Term Lenders Ad Hoc Group).

  

 &ldquo; OpCo Borrowers &rdquo;
means each of the OpCo Lead Borrower and the OpCo Co-Borrower.

  

 27

  

  

 &ldquo; OpCo Carve-Out &rdquo;
has the meaning assigned to such term in the OpCo Interim DIP Order (with respect to the period prior to the entry of the OpCo Final
DIP Order) or the OpCo Final DIP Order (from and after the date on which the OpCo Final DIP Order is entered).

  

 &ldquo; OpCo Co-Borrower &rdquo;
means the Trinseo Co-Borrower

  

 &ldquo; OpCo Debtors &rdquo;
has the meaning assigned to such term in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo DIP Administrative
Agent &rdquo; has the meaning assigned to the term &ldquo;Administrative Agent&rdquo; in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo DIP Collateral &rdquo;
has the meaning assigned to the term &ldquo;Collateral&rdquo; in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo DIP Credit
Agreement &rdquo; means that certain Senior Secured Super-Priority Debtor-In-Possession OpCo Credit Agreement dated May 28, 2026
(and as amended, supplemented and/or otherwise modified from time to time in accordance with the terms thereof), among the OpCo Borrowers,
OpCo Holdings, the other OpCo Dip Loan Parties from time to time party thereto, Alter Domus (US) LLC, as administrative agent and collateral
agent, and the lenders and other agents from time to time party thereto.

  

 &ldquo; OpCo DIP Loan Documents &rdquo;
has the meaning assigned to the term &ldquo;Loan Documents&rdquo; in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo DIP Loan Parties &rdquo;
has the meaning assigned to the term &ldquo;Loan Parties&rdquo; in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo DIP Loans &rdquo;
has the meaning assigned to the term &ldquo;Loans&rdquo; in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo DIP Orders &rdquo;
means, collectively, the OpCo Interim DIP Order and the OpCo Final DIP Order and separately, the OpCo Interim DIP Order or the OpCo Final
DIP Order, as the context requires.

  

 &ldquo; OpCo DIP Required
Lenders &rdquo; has the meaning assigned to the term &ldquo;Required Lenders&rdquo; in the OpCo DIP Credit Agreement.

  

 &ldquo; OpCo Holdings &rdquo;
means Trinseo LuxCo.

  

 &ldquo; OpCo Interim DIP
Order &rdquo; means an order of the Bankruptcy Court in the Chapter 11 Cases which order (a) shall be in form and substance,
and on terms and conditions, reasonably satisfactory to the OpCo Loan Parties, the OpCo DIP Required Lenders and, with respect to those
provisions thereof that affect the rights, obligations, liabilities and duties of the OpCo DIP Administrative Agent, to the OpCo DIP
Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on an interim basis, among other matters,
(i) the OpCo DIP Loan Parties&rsquo; entry into the OpCo DIP Loan Documents, (ii) the making of the OpCo DIP Loans, (iii) the
granting of the OpCo DIP Superpriority Claims against the OpCo Debtors and the granting of Liens on the OpCo DIP Collateral in accordance
with the OpCo DIP Loan Documents, (iv) the use of cash collateral, and (vi) the granting of adequate protection to the Prepetition
OpCo Term Loan Secured Parties and the Prepetition OpCo Revolving Loan Secured Parties.

  

 28

  

  

 &ldquo; OpCo Final DIP
Order &rdquo; means an order of the Bankruptcy Court in the Chapter 11 Cases which order (a) shall be in form and substance,
and on terms and conditions, reasonably satisfactory to the OpCo Loan Parties, the OpCo DIP Required Lenders and, with respect to those
provisions thereof that affect the rights, obligations, liabilities and duties of the OpCo DIP Administrative Agent, to the OpCo DIP
Administrative Agent, and (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other matters, (i) the
OpCo DIP Loan Parties&rsquo; entry into the OpCo DIP Loan Documents, (ii) the making of the OpCo DIP Loans, (iii) the granting
of the OpCo DIP Superpriority Claims against the OpCo Debtors and the granting of Liens on the OpCo DIP Collateral in accordance with
the OpCo DIP Loan Documents, (iv) the use of cash collateral, and (vi) the granting of adequate protection to the Prepetition
OpCo Term Loan Secured Parties and the Prepetition OpCo Revolving Loan Secured Parties.

  

 &ldquo; OpCo DIP Superpriority
Claims &rdquo; means the OpCo DIP Credit Agreement superpriority administrative expense claims under section 364(c) of the Bankruptcy
Code against each of the OpCo Debtors, on a joint and several basis, which claims, subject to the OpCo Carve-Out and Prior Liens, shall
have priority over any and all other administrative expense claims against the OpCo Debtors and their estates, now existing or hereafter
arising, including, without limitation, administrative expenses of the kind specified in or ordered pursuant to sections 105, 326, 328,
330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 552(b), 726, 1113 and 1114 of the Bankruptcy Code or otherwise,
with recourse against all Collateral.

  

 &ldquo; OpCo Lead Borrower &rdquo;
means the Trinseo Lead Borrower.

  

 &ldquo; Organization Documents &rdquo;
means, (a) with respect to any corporation, the certificate or articles of incorporation, the articles of association, the bylaws
and the unanimous shareholder agreements or declarations (or equivalent or comparable constitutive documents with respect to any non-U.S.
jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and the
operating or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) or
articles of association; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the articles
of association, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority
in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of
such entity.

  

 &ldquo; Other Connection
Taxes &rdquo; 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  

 &ldquo; Other Taxes &rdquo;
has the meaning specified in Section 3.01(a) .

  

 29

  

  

 &ldquo; Outstanding Amount &rdquo;
means with respect to the Term Loans on any date, the aggregate outstanding Dollar Amount thereof after giving effect to any borrowings
and prepayments or repayments of Term Loans occurring on such date.

  

 &ldquo; Parallel Debt &rdquo;
has the meaning specified in Section 9.15(b) .

  

 &ldquo; Parent &rdquo;
shall have the meaning set forth in the introductory paragraph.

  

 &ldquo; Participant &rdquo;
has the meaning specified in Section 10.07(e) .

  

 &ldquo; Participant Register &rdquo;
has the meaning specified in Section 10.07(e) .

  

 &ldquo; Participating Member
State &rdquo; means each state so described in any EMU Legislation.

  

 &ldquo; Payment Recipient &rdquo;
has the meaning specified in Section 9.04 .

  

 &ldquo; PBGC &rdquo;
means the Pension Benefit Guaranty Corporation.

  

 &ldquo; Pension Plan &rdquo;
means any &ldquo;employee pension benefit plan&rdquo; (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan or Foreign Pension Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party, any Subsidiary or
any ERISA Affiliate, and such plan for the five-year period immediately following the latest date on which any Loan Party or Subsidiary
maintained, contributed to or had an obligation to contribute to such plan.

  

 &ldquo; Periodic Term SOFR
Determination Day &rdquo; has the meaning specified in the definition of &ldquo;Term SOFR&rdquo;.

  

 &ldquo; Permitted Investment &rdquo;
means:

  

 (a)             Investments
existing as of the Closing Date, including ownership of Equity Interests of any Covenant Party or any Subsidiary existing as of the Closing
Date;

  

 (b)             unsecured
and subordinated Investments made by a Covenant Party in another Covenant Party evidenced by and subject to an intercompany subordination
agreement with respect to the Obligations;

  

 (c)             (i) the
ownership of the JV Interests by the Specified Subsidiary and (ii) the ownership by the Co-Borrower of the Specified Subsidiary;

  

 (d)             Investments
in cash, Cash Equivalents or Investment Grade Securities;

  

 (e)             Investments
consisting of the 2023 Incremental Term Loans (as defined in the Prepetition Super Holdco Credit Agreement), the 2023 Refinancing Term
Loans (as defined in the Prepetition Super Holdco Credit Agreement), the 2025 Incremental Term Loans (as defined in the Prepetition Super
Holdco Credit Agreement) or any proceeds or distributions therefrom;

  

 (f)             Investments
received in connection with any Disposition permitted under Section 7.05 ;

  

 30

  

  

 (g)             Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit;

  

 (h)             the
Intercompany Parent Note;

  

 (i)             [reserved];

  

 (j)             any
unsecured Guarantee by any Covenant Party of the obligations of any Affiliate of such Covenant Party to suppliers, distributors, customers
and licensees in the ordinary course of business;

  

 (k)             [reserved];

  

 (l)             Soley
with respect to Aristech or Altuglas,

  

 (i) Investments
 in the form of deposits made to Trinseo Ireland Global IHB Limited using cash generated by
 Aristech or Altuglas, as applicable, in the ordinary course of business, which loans shall
 be made in the ordinary course and consistent with past practice; provided, that neither
 Aristech nor Altuglas shall make any additional investments pursuant to this clause (i) following
 the occurrence and during the continuance of a Default or Event of Default;

  

 (ii) Investments
 in cash, Cash Equivalents or Investment Grade Securities

  

 (iii) Investments
 in receivables owing to Aristech or Altuglas created or acquired in the ordinary course of
 business;

  

 (iv) Investments
 (i) in payroll, travel, entertainment expenses, moving expenses and similar advances
 to cover matters that are expected at the time of such advances ultimately to be treated
 as expenses for accounting purposes and that are made in the ordinary course of business
 or (ii) [reserved];

  

 (v) Investments
 received in settlement of debts created in the ordinary course of business and owing to Aristech
 or Altuglas or in exchange for any other Investment or accounts receivable held by Aristech
 or Altuglas, or as a result of foreclosure, perfection or enforcement of any Lien, or in
 satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement
 including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any
 secured Investment or other transfer of title with respect to any secured Investment in default;

  

 (vi) [reserved];

  

 (vii) Investments
 made as a result of the receipt of non-cash consideration from a sale or other disposition
 of property or assets, including a Disposition;

  

 (viii) Investments
 existing or pursuant to agreements or arrangements in effect on the Closing Date or made
 pursuant to binding commitments in effect on the Closing Date and set forth on Schedule
 1.01E , and any modification, replacement, renewal or extension thereof; provided ,
 that the amount of any such Investment or binding commitment may not be increased except
 (a) as required by the terms of such Investment or binding commitment as in existence
 on the Closing Date or (b) as otherwise permitted under this Agreement;

  

 31

  

  

 (ix) [reserved];

  

 (x) pledges
 or deposits with respect to leases or utilities provided to third parties in the ordinary
 course of business or Liens permitted under Section 7.01;

  

 (xi) [reserved];

  

 (xii) Investments
 consisting of purchases and acquisitions of assets, services, inventory, supplies, materials
 and equipment or licenses or leases of intellectual property, in any case, in the ordinary
 course of business and in accordance with this Agreement;

  

 (xiii) (i) Guarantees
 not prohibited under Section 7.03 and (other than with respect to Indebtedness) guarantees,
 keepwells and similar arrangements in the ordinary course of business, and (ii) performance
 guarantees with respect to obligations incurred by any Loan Party or any Subsidiary that
 are permitted by this Agreement;

  

 (xiv) [reserved];

  

 (xv) Investments
 consisting of licensing of intellectual property pursuant to joint marketing arrangements
 with other Persons;

  

 (xvi) [reserved];

  

 (xvii) [reserved];

  

 (xviii) [reserved];

  

 (xix) any
 Investments in connection with a Tax Grouping Agreement;

  

 (xx) any
 Investment arising out of, or in connection with, Cash Management Practices;

  

 (xxi) any
 Investment by Aristech and Altuglas in (x) a Securitization Subsidiary or (y) any
 other Person in connection with a Permitted Securitization, including Investments of funds
 held in accounts permitted or required by the arrangement governing such Permitted Securitization
 or any related Indebtedness; provided that such Investment is in the form of a purchase money
 obligation, contribution of additional Securitization Assets or equity interests;

  

 (xxii) advances,
 loans or extensions of trade credit in the ordinary course of business by Aristech and Altuglas
 and Investments consisting of extensions of credit in the nature of accounts receivable or
 no…

EX-10.3 · tm2615985d1_ex10-3.htm

Type

EX-10.3

File

tm2615985d1_ex10-3.htm

Document text
EX-10.3 · tm2615985d1_ex10-3.htm EX-10.3 4 tm2615985d1_ex10-3.htm EXHIBIT 10.3   Exhibit 10.3   [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE OF INFORMATION COMPANY TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT AND RESTATEMENT AGREEMENT dated as of May 29, 2026 (this “ Agreement ”), by and among STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY , a company incorporated in Ireland (the “ Borrower ”), TRINSEO IRELAND GLOBAL IHB LIMITED , a company incorporated in Ireland (the “ Investment Manager ”), THE LENDERS (as defined below), GLAS USA LLC , as the Administrative Agent (in such capacity, the “ Administrative Agent ”) and GLAS AMERICAS LLC , as the Collateral Agent (in such capacity, the “ Collateral Agent ”).   WHEREAS the Borrower, the Investment Manager, the lenders party thereto (the “ Existing Lenders ”), the Administrative Agent and the Collateral Agent are party to the Credit and Security Agreement, dated as of July 18, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”);   WHEREAS , the Investment Manager and certain of its Affiliates are filing cases under chapter 11 (the “ Chapter 11 Cases ”) of the Bankruptcy Code (as each term is in the Existing Credit Agreement) in the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”);   WHEREAS , in connection with the Chapter 11 Cases, the Investment Manager and the Borrower have requested that the Existing Credit Agreement be amended and restated to provide for the refinancing of the obligations under the Existing Credit Agreement and a continuation of the revolving loan facility and the other transactions contemplated hereby during the Chapter 11 Cases in the form of the Amended and Restated Credit and Security Agreement attached hereto as Exhibit A (the “ Amended and Restated Credit Agreement ”, except as otherwise provided herein, capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Credit Agreement) (such amendment and restatement, the “ Amendment and Restatement ”);   WHEREAS substantially simultaneously with the effectiveness of the Amendment and Restatement and upon the terms and subject to the conditions set forth herein and in the Amended and Restated Credit Agreement (a) the lenders listed on Schedule 1 hereto (collectively, the “ New Lenders ”) have severally agreed to make Advances to the Borrower from time to time pursuant to the terms and conditions set forth in the Amended and Restated Credit Agreement in amounts not to exceed the amounts set forth opposite each such Lender’s name on such Schedule 1 and (b) the New Lenders shall refinance the Existing Lenders by repaying the Borrower Obligations (as defined in the Existing Credit Agreement) owing to the Existing Lenders under the Existing Credit Agreement (other than contingent indemnification obligations not then due) in full (collectively, the " Refinancing ");   WHEREAS substantially simultaneously with the effectiveness of the Amendment and Restatement and upon the terms and subject to the conditions set forth herein, the Borrower wishes to affirm and confirm its grant of the Security Interest (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, as modified by the Amendment and Restatement (the “ Security Interest Reaffirmation ”);     WHEREAS it is the intention of all parties hereto that the Amendment and Restatement, the Refinancing and the Security Interest Reaffirmation (collectively, the “ Transactions ”) occur substantially simultaneously and become fully effective upon the satisfaction of all conditions to effectiveness listed in Section 4 below (the “ Restatement Date ”); and         WHEREAS it is the intention of all parties hereto that, following the Transactions (a) the Amended and Restated Credit Agreement will be a continuation of the Existing Credit Agreement and (b) the Collateral securing the Borrower Obligations under the Existing Credit Agreement will continue to secure, with equal priority, the Borrower Obligations under the Amended and Restated Credit Agreement;   NOW, THEREFORE , in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:   SECTION 1.     AMENDMENT AND RESTATEMENT.   The Borrower, the Investment Manager, the Administrative Agent, the Collateral Agent, the Existing Lenders and the New Lenders hereby agree that, as of the Restatement Date, the Existing Credit Agreement shall be amended and restated in its entirety in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A . The Borrower, the Investment Manager, the Administrative Agent and the Collateral Agent each agree that each Transaction Document shall be amended and restated to the extent necessary or desirable to effectuate the transactions contemplated hereby.   SECTION 2.     LOANS AND COMMITMENTS; REFINANCING.   As of the Restatement Date:   (a)              Each New Lender hereby agrees, severally and not jointly and subject to the terms and conditions set forth herein and in the Amended and Restated Credit Agreement, to make Advances from time to time to the Borrower in amounts not to exceed the amounts set forth next to the name of such Lender on Schedule 1 to the Amended and Restated Credit Agreement; and   (b)              The Borrower shall apply the proceeds of any Advances made by the New Lenders on the Restatement Date in accordance with the funds flow attached hereto as Schedule 3 to repay any Borrower Obligations owing to the Existing Lenders under the Existing Credit Agreement (other than contingent indemnification obligations not then due) in full and, upon such payment and subject to the Amendment and Restatement, (i) the Revolving Commitments of the Existing Lenders under the Existing Credit Agreement and (ii) any other commitment of the Existing Lenders under the Existing Credit Agreement to make Advances or other financial accommodations thereunder or in connection therewith, shall terminate and the Trinseo Parties will have no further liability to the Existing Lenders under the Existing Credit Agreement or any other Transaction Document (as defined in the Existing Credit Agreement) other than contingent indemnification obligations not then due; provided that the Existing Credit Agreement, as modified by the Amendment and Restatement, as applicable, shall continue to be in full force and effect.   (c)              The Borrower and the Investment Manager each discharges, waives, acquits, surrenders and expressly releases the Administrative Agent, the Collateral Agent, each Existing Lender and their respective successors, assignees, participants, agents, officers, directors, members, affiliates, advisors, attorneys-in-fact, trustees and employees (collectively, the “ Released Parties ”) from (i) all obligations to the Borrower and any other Trinseo Party (and their respective successors and assigns) under the Transaction Documents and (ii) any and all claims, suits, demands, accounts, liabilities, obligations or causes of action of every nature and description in any way or manner which relates, directly or indirectly, to or arises out of any Released Party’s performance or obligations under the Transaction Documents or the transactions relating thereto, whether known or unknown, anticipated or unanticipated, fixed or contingent, at law or in equity, that any Trinseo Party at any time may have, or that its successors and assigns may have against the Released Parties.   2     SECTION 3.     SECURITY INTEREST REAFFIRMATION.   (a)              The Borrower hereby acknowledges that it expects to realize substantial direct and indirect benefits as a result of the Transactions.   (b)              The Borrower hereby acknowledges its receipt of the Amended and Restated Credit Agreement, and consents to the terms and conditions of this Agreement, the Amended and Restated Credit Agreement and the Transactions contemplated herein and therein.   (c)              The Borrower hereby (i) affirms and confirms its grant of the Security Interest under the Existing Credit Agreement, as modified by the Amendment and Restatement and (ii) agrees that, notwithstanding the effectiveness of this Agreement, the Amended and Restated Credit Agreement or the occurrence of the other Transactions, the Existing Credit Agreement, as modified by the Amendment and Restatement, and the grant of the Security Interest by the Borrower and thereunder shall continue to be in full force and effect in respect of, and to secure, the Borrower Obligations.   SECTION 4.    CONDITIONS PRECEDENT TO EFFECTIVENESS.   This Agreement shall be effective only upon satisfaction of the following conditions precedent:   (a)              Receipt by the Administrative Agent of at least one fully executed copy of this Agreement, executed by the Borrower, the Investment Manager, the Lenders, the Administrative Agent and the Collateral Agent;   (b)              Receipt by each of the Administrative Agent and each New Lender of evidence satisfactory to it that the conditions set forth in Section 4.2 of the Amended and Restated Credit Agreement have been satisfied; and   (c)              Receipt by the Existing Lenders of the amounts set forth on Schedule 2 hereto, in each case being paid by wire (together with notification to the Administrative Agent of the applicable federal funds wire reference number(s)) to, and confirmed received not later than 1:00 p.m. (New York City time) on the Restatement Date in U.S. Dollars in immediately available funds to the account of the Existing Lenders as specified on Schedule 2 hereto (except for payment of fees and expenses of the Existing Lenders’ legal counsel, which shall be remitted by the Borrower directly to such counsel, as specified in such schedule).   3     SECTION 5.     EFFECT OF THIS AGREEMENT.   (a)              Upon the effectiveness of this Agreement, and on and after the Restatement Date each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Credit Agreement in any other related document, including any Transaction Document, shall mean and be a reference to the Amended and Restated Credit Agreement, as amended, restated, supplemented or modified from time to time.   (b)              None of the Transactions, this Agreement, the Amended and Restated Credit Agreement, nor any other Transaction Document shall release, limit or impair in any way the priority of any security interests and liens held by the Collateral Agent for the benefit of the Secured Parties against any assets of the Borrower arising under the Amended and Restated Credit Agreement or any other Transaction Documents, as each may be amended, restated, supplemented or modified from time to time.   (c)              Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Existing Lenders, the New Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement, the Amended and Restated Credit Agreement or any other Transaction Document. Except as expressly set forth herein, nothing herein shall be deemed to entitle the Borrower, the Investment Manager or any other Trinseo Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Amended and Restated Credit Agreement or any other Transaction Document in similar or different circumstances.   (d)              This Agreement shall constitute a “Transaction Document” under the Existing Credit Agreement and the Amended and Restated Credit Agreement for all purposes.   SECTION 6.     MISCELLANEOUS.   (a)              Costs and Expenses . The Borrower hereby agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including the reasonable and documented fees and expenses of outside counsel) in connection with the preparation, execution and delivery of this Agreement, the Amended and Restated Credit Agreement and any other related documents.   (b)              Governing Law . The provisions of Sections 8.1, 8.2, 8.4, 12.7, 12.8, 12.9, 12.10, 12.11 and 12.19 of the Amended and Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .   (c)              Amendments . This Agreement may not be modified, altered or amended, except by an agreement in writing signed by the Borrower, the Investment Manager, the Lenders and the Administrative Agent and the Collateral Agent.   (d)              Successors and Assigns . This Agreement shall be binding upon each of the parties hereto and their respective successors and assigns.   [Remainder of this page intentionally left blank.]   4     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.       STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY, as the Borrower       By: /s/ Peter Nugent     Name: Peter Nugent     Title: Attorney       TRINSEO IRELAND GLOBAL IHB LIMITED, as the Investment Manager       By: /s/ Bregje van Kessel     Name: Bregje van Kessel     Title: Director       GLAS USA LLC , as the Administrative Agent       By: /s/ Annette Marsula     Name: Annette Marsula     Title: Vice President       GLAS AMERICAS LLC , as the Collateral Agent       By: /s/ Annette Marsula     Name: Annette Marsula     Title: Vice President   [Structuring Advisor and Lender Signatures on file with Administrative Agent]         EXHIBIT A   Amended and Restated Credit Agreement   [ See Attached ]           AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT   DATED AS OF May 29, 2026   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   AND   glas americas llc, as collateral agent           TABLE OF CONTENTS   ARTICLE I. THE FACILITY 2       Section 1.1. The Commitments 2 Section 1.2. Requesting the Advances 2 Section 1.3. Repayment and Optional Prepayments of the Aggregate Revolving Principal 3 Section 1.4. Reduction and Termination of Commitments 4 Section 1.5. Payment Requirements 5 Section 1.6. Deemed Collections 5 Section 1.7. Interest 5 Section 1.8. Benchmark Replacement Setting 7 Section 1.9. Designated Funding Offices 8 Section 1.10. Fees 8 Section 1.11. Access to Collections 8 Section 1.12. [Reserved] 9 Section 1.13. Borrower Payments without Setoff or Counterclaim 9       ARTICLE II. PAYMENTS AND COLLECTIONS; WITHDRAWALS AND TRANSFERS; USE OF PROCEEDS 9       Section 2.1. Collections and Payments during the Revolving Period 9 Section 2.2. Collections and Payments during the Liquidation Period 11 Section 2.4. Payment Rescission 12       ARTICLE III. REPRESENTATIONS AND WARRANTIES 13       Section 3.1. Representations and Warranties of the Borrower 13 Section 3.2. Representations and Warranties of the Investment Manager 17       ARTICLE IV. CONDITIONS OF CLOSING AND FUNDING 22       Section 4.1. [Reserved] 22 Section 4.2. Conditions Precedent to the Restatement Date 22 Section 4.3. Conditions Precedent to all Advances 31       ARTICLE V. COVENANTS 32       Section 5.1. Affirmative Covenants 32 Section 5.2. Negative Covenants 41       ARTICLE VI. ADMINISTRATION AND COLLECTION 45       Section 6.1. Investment Manager and Servicers 45 Section 6.2. Servicers 46 Section 6.3. Transaction Accounts 46   i     Section 6.4. Notice of Exclusive Control 47 Section 6.5. Responsibilities under Contracts 47 Section 6.6. Servicing Fees 47       ARTICLE VII. AMORTIZATION EVENTS 47       Section 7.1. Amortization Events 47 Section 7.2. Remedies 53 Section 7.3. Application of Proceeds 53       ARTICLE VIII. INDEMNIFICATION 53       Section 8.1. Indemnities by Borrower 53 Section 8.2. Indemnities by the Investment Manager 56 Section 8.3. Increased Cost and Reduced Return 58 Section 8.4. Other Costs and Expenses 59 Section 8.5. Taxes 60       ARTICLE IX. THE AGENTS 64       Section 9.1. Appointment 64 Section 9.2. Delegation of Duties 66 Section 9.3. Exculpatory Provisions 66 Section 9.5. Notice of Amortization Events 74 Section 9.6. Non-Reliance on the Agents or Other Lender 74 Section 9.7. Indemnification of the Agents 75 Section 9.8. Each Agent in Its Individual Capacity 75 Section 9.9. Successor Administrative Agent 75 Section 9.10. UCC Filings 77 Section 9.11. [Reserved] 77       ARTICLE X. ASSIGNMENTS; PARTICIPATIONS 80       Section 10.1. Assignments and Transfer of Commitments 80 Section 10.2. The Register 81 Section 10.3. Certain Representations and Warranties; Limitations; Covenants 81 Section 10.4. No Assignment to Borrower 82 Section 10.5. No Assignment to Natural Persons 82 Section 10.6. No Assignment to the Parent Guarantor 82 Section 10.7. Participations 83 Section 10.8. Pledge by Lenders 84   ii     ARTICLE XI. GRANT OF SECURITY INTEREST 84       Section 11.1. Grant of Security Interest 84       ARTICLE XII. MISCELLANEOUS 85       Section 12.1. Waivers and Amendments 85 Section 12.2. Notices 86 Section 12.3. Setoff; Ratable Payments 86 Section 12.4. Intended Tax Characterization 87 Section 12.5. Protection of Ownership and Security Interests 87 Section 12.6. Confidentiality 88 Section 12.7. CHOICE OF LAW 89 Section 12.8. CONSENT TO JURISDICTION 89 Section 12.9. WAIVER OF JURY TRIAL 89 Section 12.10. Integration; Binding Effect; Survival of Terms 89 Section 12.11. Counterparts; Severability; Section References 90 Section 12.12. Mutual Negotiations 90 Section 12.13. Bankruptcy Petition 90 Section 12.14. USA PATRIOT Act 90 Section 12.15. Divisions 91 Section 12.16. No Fiduciary Duty 91 Section 12.17. No Liability, Non-Petition and Limited Recourse in Favor of the Borrower 92 Section 12.18. Third Party Beneficiaries 93 Section 12.19. Electronic Execution 93   iii     EXHIBITS AND SCHEDULES   EXHIBITS   Exhibit I Definitions Exhibit II-A Form of Borrowing Notice Exhibit II-B Form of Withdrawal Request Exhibit III Borrower’s Chief Executive Office, Principal Place of Business and Records Locations Exhibit IV Collection Accounts and Collection Banks Exhibit V Form of Assignment Agreement Exhibit VI Credit and Collection Policy Exhibit VII Borrower Solvency Certificate Exhibit VIII Form of Daily Report Exhibit IX [Reserved.] Exhibit X Form of Monthly Report Exhibit XI Interim Order   SCHEDULES   Schedule 1 Revolving Commitments Schedule 2 Servicer Default Schedule 12.2 Addresses for Notices   iv     AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT   THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of May 29, 2026, 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 ”), and   (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 ”).   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, the Investment Manager, certain Lenders, the Administrative Agent and the Collateral Agent entered into the Credit and Security Agreement, dated as of July 18, 2024 (as amended, supplemented or otherwise modified from time to time, the “ Existing Credit Agreement ”) pursuant to which the Lenders made certain Advances to the Borrower to finance the acquisition by the Borrower of certain Receivables from time to time, in each case on the terms and conditions set forth in the Existing Credit Agreement;   WHEREAS , the Investment Manager and certain of its Affiliates are filing Chapter 11 Cases (as defined below) in the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”), and the Investment Manager and the Borrower have requested that the Existing Credit Agreement be amended and restated to provide for the refinancing of the obligations under the Existing Credit Agreement and a continuation of the revolving loan facility and the other transactions contemplated hereby;   WHEREAS , the Lenders party hereto have agreed to (i) make Advances on the Restatement Date, the proceeds of which will be used to refinance the obligations under the Existing Credit Agreement and to pay related fees and expenses, (ii) amend and restate the Existing Credit Agreement and (iii) make available to the Borrower a revolving loan facility during the Chapter 11 Cases for the purposes of financing the continued acquisition by the Borrower of Receivables and for the other purposes permitted under the terms hereof, in each case on the terms and conditions set forth herein.         NOW, THEREFORE , in consideration of the above premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:   ARTICLE I.   THE FACILITY   Section 1.1.              The Commitments . On the terms and subject to the conditions set forth in this Agreement, including, without limitation, the conditions set forth in Article IV and in reliance upon the representations and warranties contained herein, each of the Lenders, severally and not jointly, agrees to make Advances to the Borrower from time to time and with respect to each Advance in the principal amount equal to such Lender’s Percentage of the requested Advance on the applicable Borrowing Date; provided that (i) the aggregate principal amount of any Lender’s Advance at any one time outstanding may not exceed the lesser of (A) the amount of such Lender’s Revolving Commitment and (B) such Lender’s Percentage of the Borrowing Base and (ii) in no event shall an Overadvance exist at any time prior to or after giving effect to any such Advance; provided , further , that the Administrative Agent shall not have any duty, liability or obligation regarding the Borrowing Base, the calculation thereof or the compliance with the previous proviso, or regarding the Daily Report delivered by the Borrower or the Investment Manager, on behalf of the Borrower. Within the foregoing limits and subject to the terms, conditions and limitations set forth in this Agreement, the Borrower may borrow, pay or prepay and reborrow Advances. Each Lender’s several Revolving Commitment shall automatically terminate on the Facility Termination Date and no new Advances shall be made after such date.   Section 1.2.              Requesting the Advances .   (a)             The Borrower or Investment Manager, on behalf of the Borrower, may request the initial Advance to be made on the Initial Funding Date by delivering to the Administrative Agent a written notice in the form set forth as Exhibit II-A hereto (a “ Borrowing Notice ”) by 10:00 a.m. (New York City time), not less than one Business Day (or such shorter time as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree) prior to the date of the proposed Initial Funding Date. The initial Advance shall be subject to Sections 4.2 and 4.3 hereof.   (b)             The Borrowing Notice for each Advance (including the initial Advance) shall be irrevocable and (A) certify that as of the Borrowing Date, no Overadvance exists or will result from such Advance based on the numbers set forth in the Daily Report delivered in connection with such Borrowing Notice, (B) specify the amount of the requested Advance, (C) specify the amount of Borrowing Availability after giving pro forma effect to the requested Advance and (D) specify the applicable Borrowing Date, which, in the case of the initial Advance shall be the Initial Funding Date; provided that the Borrowing Notice in respect of the initial Advance to be made on the Initial Funding Date may state that it is conditioned upon the occurrence or non-occurrence of a transaction (as set forth therein), in which case such Borrowing Notice may be revoked by the Borrower or Investment Manager, on behalf of the Borrower, by written notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied.     2       (c)             After the initial Advance is made hereunder, if, based on any Daily Report delivered by the Borrower or Investment Manager, on behalf of the Borrower, pursuant to the terms hereof during the Revolving Period, there is Borrowing Availability as of the applicable Borrowing Date, the Borrower or Investment Manager, on behalf of the Borrower, may request subsequent Advances by delivering to the Administrative Agent a Borrowing Notice by 10:00 a.m. (New York City time) not less than three Business Days, or such shorter time as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree, prior to the date on which such Advance is requested to be made; provided that (i) neither the Borrower nor Investment Manager, on behalf of the Borrower, shall request any Advances after the day that is 60 days prior to the Contractual Maturity Date and (ii) the Borrower and Investment Manager, on behalf of the Borrower, may not request more than one Advance in any given calendar week during the Revolving Period. All subsequent Advances shall be subject to Section 4.2 hereof. The aggregate principal amount of each borrowing of Advances shall not be less than $500,000 or an integral multiple of $100,000 in excess thereof (or such other amount as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree from time to time).   (d)             The Administrative Agent shall give each Lender prompt notice of the Administrative Agent’s receipt of a Borrowing Notice and the applicable Interest Rate determined pursuant to Section 1.7 . Each applicable Lender shall, before 12:00 p.m. (New York City time) on the date of the requested Advance, make available to the Administrative Agent at its address referred to in Section 12.2 , in immediately available funds, such Lender’s Percentage of the principal amount of the Advance requested. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV , the Administrative Agent will promptly make such funds available to the Borrower, Investment Manager or such other Person, in each case, as directed in the Borrowing Notice, in each case, on behalf of the Borrower, in accordance with the payment instructions set forth in the Borrowing Notice. All payments made by any Lender under this Section 1.2 shall be made without setoff or counterclaim of any kind.   (e)             The failure of any Lender to make the Advance required by it on the date specified shall not relieve any other Lender of its obligations to make its Advance on such date and the proceeds of the Advances made by such other Lenders shall be disbursed as directed by the Borrower or Investment Manager in accordance with the payment instructions set forth in the applicable Borrowing Notice, but no such other Lender or the Administrative Agent shall be responsible for the failure of any other Lender to make its Advance (as applicable) or payment required under this Agreement. If an Advance is not made on the proposed Borrowing Date therefor, in each case because any condition precedent to such requested Advance herein specified has not been met, the Administrative Agent shall return any amounts received to the respective Lenders without interest.   Section 1.3.             Repayment and Optional Prepayments of the Aggregate Revolving Principal .   (a)             To the extent not previously repaid, the Borrower shall repay the Aggregate Revolving Principal in full in cash on the Contractual Maturity Date or on demand by the Administrative Agent (acting at the direction of the Requisite Lenders) upon the acceleration of the Borrower Obligations following the occurrence of an Amortization Event.     3       (b)             The Borrower shall have no right to prepay or repay the Aggregate Revolving Principal other than as provided in this Section 1.3 .   (c)             The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay any Advances in whole or in part without premium or penalty; provided that (i) each prepayment of the Aggregate Revolving Principal (or part thereof) shall be in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof (or such other amount as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree from time to time), (ii) such notice of prepayment must be received by the Administrative Agent by 10:00 a.m. (New York City time) not less than two Business Days (or such shorter time as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree) prior to the date of such prepayment. Upon the giving of notice of such prepayment, such principal amount or amounts specified to be prepaid shall become due and payable on the applicable date specified in such notice. Each such notice shall specify the date and amount of such prepayment and the Advances prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Percentage of such prepayment. Any prepayment of an Advance shall be accompanied by all accrued interest thereon.   (d)             If on any Withdrawal Date an Overadvance exists, the Borrower shall prepay the Aggregate Revolving Principal in an aggregate amount equal to such Overadvance on such Withdrawal Date. For the purposes of any prepayments or cure of Overadvances made under this Section 1.3 , the Borrower shall provide written notice to the Administrative Agent and the Lenders of the amount of Aggregate Revolving Principal to be prepaid. If an Overadvance exists on any Payment Date, available funds shall be paid to the Lenders in accordance with Section 2.1 or 2.2 , as applicable.   (e)             In the event that an Overadvance exists on any date of determination as determined by the Administrative Agent (such calculations and determinations to be binding absent manifest error), the Borrower shall prepay the Aggregate Revolving Principal in an amount equal to such Overadvance within two Business Days of receipt of written notice of such Overadvance from the Administrative Agent, with a copy to the Investment Manager; provided that any notice received by the Borrower after 10:00 a.m. (New York City time) shall be deemed to be received on the following Business Day.   (f)              The Borrower may also cure an Overadvance on any date by purchasing additional Eligible Receivables.   Section 1.4.             Reduction and Termination of Commitments .   (a)             The Revolving Commitments shall terminate on the Contractual Maturity Date.     4       (b)             At any time the Borrower or the Investment Manager, on behalf of the Borrower, may, upon at least five Business Days’ (or such shorter time as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree) irrevocable written notice to the Administrative Agent (for distribution to the Lenders), terminate in whole ratably among the Lenders in accordance with their respective Percentages, the unused portion of the Revolving Commitments and the Facility Limit; provided that (x) any such termination shall be made in conjunction with a repayment of any remaining Aggregate Revolving Principal pursuant to Section 1.3 and (y) a notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be delayed until such time as such condition is satisfied or waived, or revoked if the Borrower or Investment Manager determines that such condition will not be satisfied or waived.   Section 1.5.             Payment Requirements . The Borrower shall initiate a wire transfer to the Administrative Agent’s Account of amounts payable by the Borrower to the Administrative Agent or the Lenders pursuant to Section 2.1 or 2.2 no later than 2:00 p.m. (New York City time) on the Payment Date when due in immediately available funds, and the Administrative Agent shall promptly forward to the Lenders their respective shares of the funds so received. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) on the Payment Date when due shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All computations of Interest, Unused Facility Fees and per annum Fees under the Transaction Documents shall be made on the basis of a year consisting of 360 days for the actual number of days elapsed (or, in the case of Interest calculated by reference to the Prime Rate, 365 days or, in the case of a leap year, 366 days). Interest shall accrue on each Advance for the day on which the Advance is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid; provided that any Advance that is repaid on the same day on which it is made shall, subject to this Section 1.5 , bear interest for one day.   Section 1.6.             Deemed Collections . Upon the occurrence of any Dilution with respect to any Eligible Receivable included in the Borrowing Base, the Borrower shall be deemed to have received a Deemed Collection in the amount specified in the definition of “Deemed Collection,” and the Outstanding Balance of each Pool Receivable affected thereby shall be immediately reduced by the amount of such Dilution. If, after giving effect to any Dilution (and the reduction of each such Pool Receivable affected thereby), an Overadvance shall exist, the Borrower shall prepay the Aggregate Revolving Principal to the extent of such Overadvance in accordance with Section 1.3 and Section 2.1(b)(iv) .   Section 1.7.             Interest .   (a)             Prior to the occurrence of an Amortization Event, the Aggregate Revolving Principal shall accrue Interest for each day at a rate per annum equal to the applicable Interest Rate. Upon (i) the occurrence and continuance of an Amortization Event and (ii) written notice from the Administrative Agent (acting at the direction of the Requisite Lenders) to the Borrower and Investment Manager that the Requisite Lenders are instituting the Default Rate ( provided that the Default Rate shall be automatically instituted, without notice from the Administrative Agent, upon the occurrence of an Amortization Event occurring under Section 7.1(i) ), the Aggregate Revolving Principal shall accrue Interest for each day at a rate per annum equal to (x) the applicable Interest Rate plus (y) the Default Rate. The Requisite Lenders may elect (in their sole discretion) for Default Interest to begin accruing as of the date of the applicable Amortization Event or as of the date on which written notice is delivered to the Borrower and Investment Manager pursuant to the foregoing clause (ii) .     5       (b)             At least four Business Days before each Monthly Payment Date, the Administrative Agent shall calculate the aggregate amount of Interest owing for the next Payment Date and shall notify the Borrower and Investment Manager of such aggregate amount.   (c)             The Borrower shall pay to the Administrative Agent for distribution to the Lenders, in accordance with Article II , their respective Percentages of (i) such accrued and unpaid Interest, which Interest shall be payable in cash in arrears on each Payment Date and (ii) Shortfall Interest, which Shortfall Interest shall be payable in cash in arrears on each Monthly Payment Date. In addition, accrued and unpaid Shortfall Interest shall be due and payable to the Lenders if the Revolving Commitments are terminated prior to the Contractual Maturity Date for any reason (including as a result of acceleration of the Revolving Commitments or otherwise) pursuant to this Agreement and, for the avoidance of doubt, shall be in addition to, without limitation, any accrued and unpaid interest (other than Shortfall Interest) due as a result thereof, but without duplication of any Shortfall Interest.   (d)             Minimum Interest . The interest rates provided for in this Agreement are minimum interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section 1.7 or in other Sections of this Agreement is not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax is imposed on interest payments, the payment of interest due by the Borrower shall, in line with and subject to Section 8.5 including any limitations therein and any obligations thereunder, be increased to an amount which (after making any deduction of the Non-Refundable Portion (as defined below) of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of the Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up interest amount. For the purposes of this Section, “Non-Refundable Portion” shall mean the Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the Non-Refundable Portion is a specified lower rate, in which case such lower rate shall be applied in relation to such Lender. The Lenders shall provide to the Borrower and the Investment Manager all reasonably requested information, and otherwise reasonably cooperate, to obtain such Swiss tax ruling. The Borrower and the Investment Manager shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to claim a refund of any Swiss Withholding Tax so deducted.     6       Section 1.8.             Benchmark Replacement Setting .   (a)             Benchmark Replacement . Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)  of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (b)  of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Requisite Lenders.   (b)             Benchmark Replacement Conforming Changes . In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (acting at the direction of the Requisite Lenders) may make Conforming Changes from time to time, in consultation with the Borrower and the Investment Manager (on behalf of the Borrower), and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.   (c)             Notices; Standards for Decisions and Determinations . The Administrative Agent will promptly notify the Investment Manager, the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Investment Manager, Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d)  below and (y) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) subject to the consent of the Investment Manager (on behalf of the Borrower) pursuant to this Section 1.8 , including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 1.8 .   (d)             Benchmark Unavailability Period . Upon the Investment Manager and Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Investment Manager, on behalf of the Borrower, may (i) revoke any pending request for an Advance to be made during any Benchmark Unavailability Period or (ii) request that such Advance be based on ABR.     7       Section 1.9.              Designated Funding Offices . Each Lender at its option may make any Advance or otherwise perform its obligations hereunder through any funding office (each, a “ Designated Funding Office ”); provided that any exercise of such option shall not affect the obligation of the Borrower to turn over Collections in accordance with the terms of this Agreement. Any Designated Funding Office shall be considered part of the applicable Lender; provided that such provisions that would be applicable with respect to the Advances actually provided by an Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender to the same extent as such Lender.   Section 1.10.            Fees .   (a)             Restatement Date Fees. The Borrower has agreed to pay such fees, in the amounts and on the dates, as set forth in the Lender Fee Letter.   (b)             Agent Fees . The Borrower has agreed to pay to the Administrative Agent and Collateral Agent such fees in the amounts and on the dates as set forth in the Agent Fee Letter.   (c)             Unused Facility Fees . The Borrower, has agreed to pay to each Lender, through the Administrative Agent, an “ Unused Facility Fee ” for each day in an amount equal to the product of (i) 0.50% multiplied by (ii) the lesser of (x) the unfunded portion of such Lender’s Revolving Commitments as of the close of business on such day and (y) 30% of such Lender’s Revolving Commitments as of such date multiplied by (iii) 1/360, which Unused Facility Fee shall accrue on each day from the Restatement Date to (but excluding) the earlier of (A) the Contractual Maturity Date and (B) such other date on which the Revolving Commitments have been terminated. Accrued and unpaid Unused Facility Fees shall be due and payable in cash in arrears on each Payment Date; provided that if the Contractual Maturity Date occurs or the Revolving Commitments are terminated for any reason, all accrued and unpaid Unused Facility Fees shall be due and payable on the earlier of (A) Contractual Maturity Date and (B) such other date on which the Revolving Commitments have been terminated.   Section 1.11.            Access to Collections .   (a)             Neither the Borrower nor the Investment Manager shall, and the Investment Manager shall not permit any other Trinseo Party to, withdraw or otherwise access cash in the Collection Accounts, unless pursuant to Section 1.11(b)  or in accordance with a payment pursuant to the payment priority waterfalls in Section 2.1 and 2.2 below.     8       (b)             At any time after the Restatement Date, the Borrower or the Investment Manager, on behalf of the Borrower, may submit an irrevocable written notice to the Administrative Agent, the Collateral Agent and the Lenders, in substantially the form set forth as Exhibit II-B hereto (a “ Withdrawal Notice ”) by 11:00 a.m. (New York City time) on any Business Day, to access cash in any Collection Account (each such withdrawal, a “ Withdrawal ”), subject to the following conditions (unless waived by the Administrative Agent (acting at the direction of the Requisite Lenders)) (i) such a Responsible Officer of Borrower or the Investment Manager, on behalf of the Borrower certifies in such Withdrawal Notice (A) that there is sufficient cash in the Collection Accounts or Facility Accounts after giving effect to such Withdrawal to pay the Estimated Senior Cost Amount, (B) that no Potential Amortization Event or Amortization Event has occurred and is continuing or would result from such Withdrawal ( provided that no Amortization Event will be deemed to result from such Withdrawal if the Borrower immediately applies the proceeds of such Withdrawal or other cash to cure such Potential Amortization Event or Amortization Event) and (C) the representations and warranties set forth in Article III are true and correct in all material respects on and as of date of such Withdrawal Notice (except to the extent that such representation and warranty is qualified by materiality or Material Adverse Effect, in which instance such representation and warranty shall be true and correct in all respects) as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date (except to the extent that such representation and warranty is qualified by materiality or Material Adverse Effect, in which instance such representation and warranty shall be true and correct in all respects) and (ii) a Daily Report (as of the Business Day immediately prior to the date of the Withdrawal) is attached to such Withdrawal Notice showing no Overadvance exists or will result from such Withdrawal before and after the applicable Withdrawal, unless the Borrower is prepaying the Aggregate Revolving Principal in an aggregate amount equal to such Overadvance on the date of such Withdrawal. The Administrative Agent shall give each Lender prompt notice of the Administrative Agent’s receipt of a Withdrawal Notice.   Section 1.12.            [Reserved].   Section 1.13.            Borrower Payments without Setoff or Counterclaim . All payments to be made by or on behalf of the Borrower, the Investment Manager, the U.S. Intermediate Transferor or any Originator under the Transaction Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.   ARTICLE II.   PAYMENTS AND COLLECTIONS; WITHDRAWALS AND TRANSFERS; USE OF PROCEEDS   Section 2.1.              Collections and Payments during the Revolving Period .   (a)             On each Business Day during the Revolving Period, all Collections shall be administered in accordance with the applicable Servicing Agreement and Purchase and Sale Agreement and any withdrawal of cash from a Collection Account shall be in accordance with Section 1.11 or Sections 2.1 or 2.2 , as applicable.   (b)             On each Monthly Payment Date during the Revolving Period, the Borrower shall make (or in the case of Collections held in any Collection Account, the Borrower shall cause the applicable Servicer, on behalf of the Borrower, to make, or cause to be made), the following payments in the following order of priority:   (i)               first , to the Administrative Agent and the Collateral Agent for each of their own account, an amount equal to the fees pursuant to the Agent Fee Letter, and any invoiced out-of-pocket expenses, indemnities and any other amounts (if any) payable to the Administrative Agent or the Collateral Agent under the Transaction Documents that are then due and owing;     9       (ii)             second , to the Administrative Agent for distribution to the Lenders an amount equal to any invoiced out-of-pocket expenses (if any) and indemnities of the Lenders under Section 8.4 , in each case, that are then due and payable;   (iii)            third , to the Administrative Agent for distribution to the Lenders an amount equal to all accrued and unpaid Interest, including any Shortfall Interest and Unused Facility Fees, in each case accrued since the previous Monthly Payment Date, plus any previously accrued Interest, including any Shortfall Interest or Unused Facility Fees that is due and payable but remains unpaid;   (iv)             fourth , to the Administrative Agent for distribution to the Lenders an amount sufficient to repay the Aggregate Revolving Principal to the extent required to eliminate any Overadvance pursuant to Section 1.3(d) ;   (v)             fifth , to the Administrative Agent for distribution to the Secured Parties an amount equal to all other amounts (if any) then due and owing to the Secured Parties by the Borrower under the Transaction Documents;   (vi)            sixth , to the Corporate Administrator for its own account, an amount equal to the costs, charges and expenses incurred by it for which it is entitled to be reimbursed under the Corporate Administration Agreement (together with any interest thereon as provided for herein);   (vii)           seventh , t o the Borrower for the costs and expenses of maintaining the Facility Accounts;   (viii)          eighth , ratably , towards payments of fees or other remuneration (if any) payable to the Junior Noteholder, Investment Manager, Originators and Servicers and any costs, charges and expenses incurred by such Person for which it is entitled to be reimbursed under this Agreement, the Junior Loan Note Documents the Purchase and Sale Agreements and Servicing Agreements, as applicable, (together with any interest thereon as provided for therein);   (ix)             ninth , towards payment of any other fees, taxes (including any annual corporation tax), and expenses incurred or payable by the Borrower in connection with the purchase of Receivables pursuant to the Purchase and Sale Agreements or the borrowing of Advances under this Agreement;   (x)              tenth , to pay a monthly fee of €84 to the Borrower;   (xi)             eleventh , to the Junior Noteholder an amount equal to all accrued and unpaid interest accrued under the Junior Loan Note Agreement since the previous Monthly Payment Date, plus any previously accrued interest that is due and payable under the Junior Loan Note Agreement but remains unpaid;   (xii)            twelfth , to the Junior Noteholder an amount sufficient to reduce the Junior Loan Note Obligations to $0;     10       (xiii)           thirteenth , to the Originators in respect of any Eligible Purchase Price then due and payable; and   (xiv)           fourteenth , to the Originators in respect of any Ineligible Purchase Price then due and payable.   (c)             In carrying out the foregoing payments under clause (b), amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category   Section 2.2.              Collections and Payments during the Liquidation Period .   (a)             On each Payment Date during the Liquidation Period the Borrower shall make (or in the case of Collections held in any Collection Account, the Borrower shall cause the applicable Servicer, on behalf of the Borrower, to make, or cause to be made) the following payments in the following order of priority:   (i)               first , to the Administrative Agent and the Collateral Agent for each of their own account, an amount equal to the fees, and any invoiced out-of-pocket expenses, indemnities and any other amounts (if any) payable to the Administrative Agent or the Collateral Agent that are then due and owing under the Transaction Documents;   (ii)             second , to the Administrative Agent for distribution to the Lenders an amount equal to all fees payable to the Lenders under the Transaction Documents and any invoiced out-of-pocket expenses (if any) of the Lenders under Section 8.4 , in each case, that are then due and payable;   (iii)             third, to the Administrative Agent for distribution to the Lenders an amount equal to any due and unpaid Interest, including any Shortfall Interest and Unused Facility Fees that are due and payable but remain unpaid;   (iv)             fourth, to the Administrative Agent for distribution to the Lenders an amount sufficient to reduce to $0 the Aggregate Revolving Principal;   (v)              fifth , to the Administrative Agent for distribution to the Secured Parties an amount equal to other amounts (if any) then due and owing by the Borrower to the Secured Parties under the Transaction Documents;   (vi)            sixth , to the Corporate Administrator for its own account, an amount equal to the costs, charges and expenses incurred by it for which it is entitled to be reimbursed under the Corporate Administration Agreement (together with any interest thereon as provided for herein);   (vii)           seventh , t o the Borrower for the costs and expenses of maintaining the Facility Accounts;     11       (viii)          eighth , towards payment of any other fees, taxes (including any annual corporation tax), and expenses incurred or payable by the Borrower in connection with the purchase of Receivables pursuant to the Purchase and Sale Agreements or the borrowing of Advances under this Agreement;   (ix)             ninth , to the Junior Noteholder an amount equal to all due and unpaid interest accrued under the Junior Loan Note Agreement;   (x)              tenth , to the Junior Noteholder an amount sufficient to reduce the Junior Loan Note Obligations to $0;   (xi)             eleventh, ratably to pay any fees, expenses or other remuneration and indemnity payments payable to the Servicers, Junior Noteholder, Originators or the Investment Manager in accordance with the applicable Servicing Agreement, Purchase and Sale Agreement, Junior Loan Note Documents and this Agreement;   (xii)            twelfth , to the Originators in respect of any Eligible Purchase Price then due and payable; and   (xiii)           thirteen , to the Originators in respect to any Ineligible Purchase Price then due and payable .   (b)             In carrying out the foregoing payments under clause (a), amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category.   (c)             The Parties hereto acknowledge and agree that, in the case of an Insolvency Proceeding of any Trinseo Party, all amounts on deposit in any Collection Account as of the date of the commencement of such Insolvency Proceeding, or deposited any time thereafter, in respect of Collections for any Purchased Receivable shall not constitute “property of the estate” under the Bankruptcy Code (or the equivalent concept under any other Debtor Relief Law), and shall be held in trust to be applied to the Borrower Obligations until such time as all Borrower Obligations have been indefeasibly paid in full in cash.   Section 2.3.             Interim Settlement Dates . On each Settlement Date (other than a Monthly Payment Date) prior to the occurrence and continuation of an Amortization Event, the Borrower shall effect payment of amounts due and payable by the Borrower on such Settlement Date in or towards payment to the Originator of any Junior Loan Note, Eligible Purchase Price or Ineligible Purchase Price then due and payable (which payment, for the avoidance of doubt, may be effected by set-off against Collections that would otherwise be payable to the Borrower from the applicable Originator or U.S. Intermediate Transferor pursuant to the applicable Purchase and Sale Agreement, U.S. Intermediate Transfer Agreement and Servicing Agreement).   Section 2.4.             Payment Rescission . No payment of any of the Aggregate Revolving Principal shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of Law or judicial authority, or must otherwise be returned or refunded for any reason. The Borrower shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Administrative Agent for distribution to the Lenders the full amount thereof together with any Interest thereon from the date of any such rescission, return or refunding.     12       ARTICLE III.   REPRESENTATIONS AND WARRANTIES   Section 3.1.              Representations and Warranties of the Borrower . The Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders as of the Restatement Date, each Interim Withdrawal Date and as of each Borrowing Date that:   (a)             Organization and Qualification . The Borrower, a private designated activity company with limited liability was incorporated under the laws of Ireland on 29 June 2010. The Borrower is a company duly incorporated and validly existing under the laws of Ireland. The Borrower has all necessary power and authority under its constitutional documents and is duly qualified, registered or licensed to do business as a company incorporated under the laws of Ireland and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification, registration or licensing necessary, except to the extent that the failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.   (b)             Authority; No Conflict or Violation . The execution and delivery by the Borrower of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within the Borrower’s power and authority, (ii) have been duly authorized by all necessary company action on the part of the Borrower and (iii) do not and will not (A) require any consent or approval of its members, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement, (B) violate any provision of (x) any applicable Law or of any order, writ, injunction or decree having applicability to the Borrower and in effect on the date of such representation or (y) the Organizational Documents of the Borrower, (C) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected, or (D) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by the Borrower; except, with respect to clauses (i)  and (iii)  above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.   (c)             Legal Agreements . This Agreement and each of the other Transaction Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.     13       (d)             Compliance with Laws . The Borrower has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.   (e)             Margin Regulations . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.   (f)              Not an Investment Company; Volcker Rule . The Borrower (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as an “investment company” within the meaning of the Investment Company Act.   (g)             Solvency . No Insolvency Event has occurred in respect of the Borrower and no Insolvency Event will occur in respect of the Borrower in consequence of its entering into the Transaction Documents to which it is a party or purchasing Receivables under the Purchase and Sale Agreements.   (h)             Sanctions . (i) The Borrower is not a Sanctioned Person and (ii) the Borrower is in compliance with Anti-Corruption Laws and applicable Sanctions.   (i)              Compliance with Anti-Corruption Laws and Sanctions . No use of proceeds of any Advance will violate any Anti-Corruption Laws or applicable Sanctions or be used to fund any operations in, finance any investments or activities in or with, or make any payments to any Person in the Russian Federation or the Republic of Belarus.   (j)              Places of Business and Locations of Records . The Borrower’s principal place of business, chief executive office and the other locations (if any) where its Records are located are at the addresses listed on Exhibit III ; provided that the Borrower may amend the addresses on Exhibit III hereto at any time upon 15 Business Days’ prior written notice to the Administrative Agent.   (k)             Names and Identification Numbers . The Borrower has not used any legal names, trade names or assumed names within the past five years, other than the name in which it has executed this Agreement. The Borrower’s sole jurisdiction of organization is Ireland and such jurisdiction has not changed within four months prior to the date of this Agreement.   (l)              Ownership of Borrower . The entire issued share capital of the Borrower comprises 3 ordinary shares with the following registered shareholders: (1) one share to Registered Shareholder Services No.3 CLG (previously BADB Charitable Trust Limited), (2) one share to Registered Shareholder Services No.1 CLG (previously Eurydice Charitable Trust Limited) and (3) one share to Registered Shareholder Services No.2 CLG (previously MEDB Charitable Trust Limited (collectively, the “ Share Trustees ”) and each of such shares are held by the Share Trustees on trust for charitable purposes under the terms of a declaration of trust dated July 14, 2010.   (m)            Ordinary Course of Business . Each remittance of Collections by or on behalf of the Borrower to the Lenders and the Administrative Agent under this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (ii) made in the ordinary course of business or financial affairs of the Borrower.     14       (n)             Bulk Sales Act . No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.   (o)             Good Title . The Borrower is the legal and beneficial owner of each Purchased Receivable, together with Collections and, to the extent set forth in each applicable Purchase and Sale Agreement and U.S. Intermediate Transfer Agreement, the Related Security with respect thereto, free and clear of any Lien except for Permitted Liens.   (p)             Perfection .   (i)              All appropriate financing statements, financing statement amendments, continuation statements and other documents have been filed in the proper filing office in the appropriate jurisdictions under the applicable Law of the Purchase and Sale Agreements in order to perfect (and continue the perfection of) the sale of the Receivables and Related Security from each Originator to the Borrower pursuant to the applicable Purchase and Sale Agreement (or from the U.S. Intermediate Transferor pursuant to the U.S. Intermediate Transfer Agreement, as applicable).   (ii)             Assuming the filing of the financing statement approved by the Borrower on or prior to the Original Closing Date and, to the extent applicable, on the Restatement Date, and the entry into this Agreement and each other Collateral Document, the Collateral Agent shall have, for the benefit of the Secured Parties, a valid and perfected Security Interest in the Collateral under the applicable Laws of the Collateral Documents, free and clear of any Lien except for Permitted Liens.   (iii)            The Pool Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.   (iv)            Notwithstanding any other provision of this Agreement or any other Transaction Document, the representation contained in this Section 3.1(p)  shall be continuing and remain in full force and effect until the Final Payout Date.   (q)             Accuracy of Information . No written information heretofore furnished by the Borrower or the Investment Manager, on behalf of the Borrower, to the Administrative Agent or any of the Lenders for purposes of or in connection with this Agreement and the transactions contemplated hereby, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such information (taken as a whole) not materially misleading in light of the circumstances under which made, in each case, as of the date such information is furnished (it being recognized by the Administrative Agent and the Lenders that (i) any projections and forecasts provided by the Borrower are based on good faith estimates and assumptions believed by the Trinseo Parties to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may materially differ from projected or forecasted results and (ii) no representation is made with respect to information of a general economic or general industry nature).     15       (r)              Material Adverse Effect . Since the Original Closing Date, no event other than the commencement of the Chapter 11 Cases by the Investment Manager, the Parent Guarantor and certain Originators has occurred and is continuing that could reasonably be expected to have a Material Adverse Effect pursuant to clause (b), (c), (d) or (e) of such definition.   (s)             Opinions . The facts regarding the Borrower, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.   (t)              Other Transaction Documents . Each representation and warranty made by the Borrower under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made, subject to the qualifications set forth in such Transaction Document.   (u)             Taxes . (i) The Borrower has timely filed all federal and material state, local and foreign income and franchise and other material Tax returns, reports and statements required to be filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax returns are required to be filed and (ii) all Taxes reflected therein or otherwise due and payable have been paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except where contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP. The Borrower is not subject to tax on its net income or net profits (however denominated) in any jurisdiction outside of Ireland.   (v)             Tax Status . The Borrower is a qualifying company within the meaning of section 110 of the Irish Taxes Act. The Borrower is not registered or liable to be registered (or part of any registration), and will not voluntarily become registered (or part of any registration), for VAT in the United Kingdom. The Borrower is not, and will not be, treated as a member of any VAT Group.   (w)            Litigation and Other Proceedings . There are no actions, suits, proceedings, claims, investigations or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or on behalf of any creditor of the Parent Guarantor or its Subsidiaries or any other Person against the Parent Guarantor or its Subsidiaries, the Administrative Agent, the Collateral Agent or any Lender that, either individually or in the aggregate, would reasonably be expected to (i) materially and adversely affect (A) the validity or enforceability of this Agreement or any other Transaction Document, (B) subject to the entry of the Interim Order, and when applicable, the Final Order, the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, or (C) subject to the entry of the Interim Order, and when applicable, the Final Order, the performance by a Trinseo Party of its obligations under this Agreement or any other Transaction Document or (ii) result in the Borrower and its assigns (including the Collateral Agent) failing to have a valid and perfected first priority Security Interest under the applicable Laws of the United States of America or any applicable state or territory thereof, in the Purchased Receivables and the Related Security or Collections with respect thereto, free and clear of any Adverse Claim other than Permitted Liens.     16       (x)             Non-consolidation . The Borrower is operated in such a manner that the separate legal existence of the Borrower, on the one hand, and the Parent Guarantor and its Subsidiaries, on the other hand, would not be disregarded in the event of the bankruptcy, insolvency reorganization, or other similar laws relating to or limiting creditors’ rights generally of the Parent Guarantor or any of its Subsidiaries and, without limiting the generality of the foregoing, in accordance with (and at all times will comply with) the terms of its Organizational Documents. Since its formation, the Borrower has not used any company name, tradename or doing-business-as name other than the name in which it has executed this Agreement.   (y)             Amortization Events . No event has occurred and is continuing that constitutes an Amortization Event or a Potential Amortization Event (other than any Amortization Event arising from the commencement of the Chapter 11 Cases that is expressly carved out pursuant to Section 7.1 ).   (z)             No Other Liens . On the Restatement Date and on each Borrowing Date, none of the properties and assets including the Pool Receivables (and other Collateral) of the Borrower are subject to any Liens (other than Permitted Liens) not permitted by this Agreement.   (aa)           Ventures and Subsidiaries; Outstanding Debt . The Borrower has no Subsidiaries and is not engaged in any joint venture or partnership with any other Person. Other than the Indebtedness arising under this Agreement and the other Transaction Documents and Indebtedness permitted under Section 5.2(f) , the Borrower has no outstanding Indebtedness.   (bb)           Bank Accounts . The Facility Accounts are the only bank accounts maintained by the Borrower. Each Facility Account is free and clear of any Adverse Claim other than Permitted Liens. The Collateral Agent will have a first priority perfected security interest in each Facility Account and all Collateral on deposit therein upon execution and delivery of a Control Agreement.   Section 3.2.              Representations and Warranties of the Investment Manager . The Investment Manager hereby represents and warrants to the Administrative Agent and the Lenders as of the Restatement Date, each Interim Withdrawal Date and as of each Borrowing Date that:   (a)             Organization and Qualification . The Investment Manager is a company duly incorporated and validly existing under the laws of Ireland and the Investment Manager has obtained all necessary licenses, approvals and registrations in all jurisdictions in which the conduct of its business (including in its capacity as the Investment Manager hereunder) requires such qualification, licenses, approvals or registrations, except to the extent that any such failure could not reasonably be expected to have a Material Adverse Effect.     17       (b)             Authority; No Conflict or Violation . Subject to entry of the Interim Order, and when applicable, the Final Order, the execution and delivery by the Investment Manager of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate action on the part of the Investment Manager and do not and will not (A) require any consent or approval of its Board of Directors or equivalent governing body, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect, (B) violate any provision of (x) any applicable Law or of any order, writ, injunction or decree having applicability to the Investment Manager as of the date of the representation or (y) the Organizational Documents of the Investment Manager, (C) result in a breach of or constitute a default under (x) any Material Indebtedness (other than with respect to Material Indebtedness incurred prior to the Filing Date) to which the Investment Manager is a party or by which it or its properties may be bound or affected (other than any default or breach arising as a result of the commencement of the Chapter 11 Cases or any stay or injunction imposed thereby) or (y) any other material agreement, lease or instrument to which the Investment Manager is a party or by which it or its properties may be bound or affected (other than any default or breach arising as a result of the commencement of the Chapter 11 Cases or any stay or injunction imposed thereby), or (D) other than with respect to any Lien or other charge or encumbrance imposed upon the entry of the Facility Orders, result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by the Borrower except, with respect to clauses (A) , (B)(x) , (C)(y)  and (D)  above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.   (c)             Legal Agreements . This Agreement and each of the other Transaction Documents to which the Investment Manager is a party have been duly authorized, executed and delivered by the Investment Manager, and, subject to entry of the Interim Order and, when applicable, the Final Order, constitute the legal, valid and binding obligations of the Investment Manager, enforceable against it in accordance with their respective terms.   (d)             Information .   (i)              No Monthly Report or other written information furnished by the Investment Manager to the Administrative Agent and any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such information (taken as a whole) not materially misleading in light of the circumstances under which made, in each case, as of the date such information is furnished (it being recognized by the Administrative Agent and the Lenders that (i) any projections and forecasts provided by the Investment Manager are based on good faith estimates and assumptions believed by the Investment Manager to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may materially differ from projected or forecasted results and (ii) no representation is made with respect to information of a general economic or general industry nature).     18       (ii)             All such written information heretofore furnished by the Investment Manager to the Administrative Agent or any of the Lenders which pertains to the Pool Receivables was prepared in accordance with, and reflects practices and procedures that comply in all material respects with, the applicable Credit and Collection Policy, and there has been no change in the Credit and Collection Policy or application thereof since the date any such information was so furnished (other than any changes thereto expressly permitted under this Agreement).   (e)             Compliance with Laws . The Investment Manager (i) shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Pool Receivables and the related Contracts and (ii) has complied with all applicable Laws the non-compliance with which could reasonably be expected to have a Material Adverse Effect.   (f)              Other Transaction Documents . Each representation and warranty made by the Investment Manager under each other Transaction Document to which it is a party is true and correct in all material respects as of the date when made, subject to the qualifications set forth in such Transaction Document.   (g)             Servicing Programs . No license or approval is required for the Administrative Agent’s, the Collateral Agent’s, or any Servicer’s use of any software or other computer program used by any Servicer, the Investment Manager, any Originator or the U.S. Intermediate Transferor in the servicing of the Pool Receivables, other than those which have been obtained and are in full force and effect.   (h)             Servicing of Receivables . Since May 13, 2026, there has been no material adverse change in the ability of each Servicer to service the Receivables and the Related Security.   (i)              Material Adverse Effect . Since the Original Closing Date, there has been no Material Adverse Effect (other than with respect to clause (a)  of the definition thereof) other than the commencement of the Chapter 11 Cases.   (j)              Litigation and Other Proceedings . Upon the entry of the Interim Order, and, when applicable, the Final Order, there are no actions, suits, proceedings, claims, investigations or disputes pending or, to the knowledge of the Investment Manager, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or on behalf of any creditor of the Parent Guarantor or its Subsidiaries or any other Person against the Parent Guarantor or its Subsidiaries, the Administrative Agent, Collateral Agent or any Lender that, either individually or in the aggregate, would reasonably be expected to materially and adversely affect (A) the validity or enforceability of this Agreement or any other Transaction Document, (B) the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, or (C) the performance by a Trinseo Party of its obligations under this Agreement or any other Transaction Document.   (k)             Taxes . (i) The Investment Manager has timely filed all income and other material state, local and foreign income and franchise and other material Tax returns, reports and statements required to be filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax returns are required to be filed and (ii) all Taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except where contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.     19       (l)              Adverse Selection . No selection procedures were used to allocate Eligible Receivables to the Borrower that would result in such Eligible Receivables being less desirable or valuable, taken as a whole, than other comparable Receivables originated by the Originators (or sold by the U.S. Intermediate Transferor to the Borrower); provided that selection procedures that address different eligibility criteria and other similar terms relative to other credit facilities or receivables sale arrangements shall not be deemed to violate this clause (n).   (m)            Anti-Corruption Laws and Applicable Sanctions. Each of the Parent Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent Guarantor, its Subsidiaries and their respective directors, officers, employees and agents, with Anti-Corruption Laws and applicable Sanctions, and each of the Parent Guarantor, its Subsidiaries and their respective officers and directors and, to the knowledge of the Investment Manager, their respective employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions and are not engaged in any activity that would reasonably be expected to result in the Investment Manager, the Parent Guarantor or any of its Subsidiaries as being designated as a Sanctioned Person. None of the Investment Manager, the Parent Guarantor or any of its Subsidiaries, or to the knowledge of the Investment Manager, any of their respective directors, officers, employees or agents, is a Sanctioned Person.   (n)             Accounting Methodology . Since the Restatement Date, neither the Investment Manager nor any Originator or Servicer has, without the prior written consent of the Administrative Agent (acting at the direction of the Requisite Lenders), modified its accounting policies or methodology or financial reporting practices, in each case, with respect to determining the Dilution of any Pool Receivable for purposes of the Transaction Documents.   (o)             Financial Information . All balance sheets, all statements of income and of cash flow and all other financial information of the Parent Guarantor and its consolidated Subsidiaries (other than projections) furnished to the Administrative Agent or any of the Lenders and described in Section 5.1 have been or will be prepared in accordance with GAAP and do or will present fairly in all material respects the financial condition and results of operations of the Parent Guarantor and its consolidated Subsidiaries, as applicable, as at such dates and for such periods in accordance with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes.   (p)             Opinions . The facts regarding the Trinseo Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.     20       (q)             The Collection Accounts .   (i)              Nature of U.S. Collection Accounts . Each of the U.S. Collection Accounts constitutes a “deposit account” within the meaning of the applicable UCC.   (ii)             Ownership . Each of the Collection Accounts is in in the name of the applicable Originator as set forth on Exhibit IV hereto, and each Originator owns and has good and marketable title to each such Collection Account free and clear of any Adverse Claim other than Permitted Liens.   (iii)            Control Agreement . Each Collection Account shall be subject to a Control Agreement pursuant to which each applicable Collection Bank may be directed, following an Amortization Event, to comply with the instructions originated by the Collateral Agent directing the disposition of funds in such Collection Account without further consent by the Borrower, the Investment Manager, the U.S. Intermediate Transferor, any Servicer, any Originator or any other Person. The Originators have not granted any Person (other than the Originators, Servicers, Collateral Agent, the Investment Manager and their respective assigns) access to or control of any Collection Account, or the right to take dominion and control of any such Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections are deposited into any Collection Account, the Borrower or applicable Servicer can promptly trace and identify which funds constitute Collections.   (iv)            Collections . The Obligors have been directed to make payments on the Purchased Receivables directly to a Collection Account, (ii) the conditions and requirements set forth in Sections 5.1(y) , and 6.2 have at all times been satisfied in all material respects and duly performed in all material respects by the Borrower, Servicers or the Investment Manager, as applicable, and (iii)  Exhibit IV hereto sets forth the names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts and Facility Accounts, and such information is true and correct.   (v)             Instructions . None of the Borrower, the Investment Manager, the U.S. Intermediate Transferor, Servicers or the Originators has consented to the applicable Collection Bank complying with instructions from any Person other than the Originators, Servicers, Investment Manager and Collateral Agent in respect of any Collection Account.   (vi)            Eligible Bank . Each Collection Account shall be held at an Eligible Bank.     21       (r)              Compliance with the Swiss Non-Bank Rules .   (i)              Each Swiss Originator is in compliance with the Swiss Non-Bank Rules; provided, however, that a Swiss Originator shall not be in breach of this representation if the permitted number of Swiss Non-Qualifying Lenders is exceeded solely by reason of:   (1) a failure by one or more Lenders or Participants to comply with their obligations under Section 10.1 ; or   (2) a confirmation made by one or more Lenders or Participants to be one single Swiss Non-Qualifying Lender is incorrect; or   (3) one or more Lenders or Participants ceasing to be a Swiss Qualifying Lender (to the extent such Lender or Participant is confirmed to be a Swiss Qualifying Lender) as a result of any reason attributable to such Lender or Participant; or   (4) an assignment or participation under this Agreement to a Swiss Non-Qualifying Lender after the occurrence of an Amortization Event.   (ii)             For the purposes of this Section 3.2(r) , the Investment Manager shall assume that the aggregate number of Lenders or Participants under this Agreement which are Swiss Non-Qualifying Lenders is ten.   (s)             Effectiveness of Orders . The Interim Order or Final Order, as applicable, and the Eligible DIP Order are each in full force and effect and have not been vacated, reversed, stayed, modified or amended (other than any modification or amendment approved in writing by each of the Administrative Agent and each Lender).   (t)              Compliance with Orders . The Investment Manager and each other Debtor is in compliance in all material respects with the Facility Orders and the Eligible DIP Order, in each case to the extent applicable to such Person.   ARTICLE IV.   CONDITIONS OF CLOSING AND FUNDING   Section 4.1.             [Reserved] .   Section 4.2.             Conditions Precedent to the Restatement Date . The effectiveness of the Restatement Date is subject to the satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Borrower and the Lenders:   (a)             Credit Agreement . The Administrative Agent shall have received on or before the Restatement Date a copy of this Agreement, duly executed by the Borrower, the Investment Manager, the Administrative Agent, the Collateral Agent and the Lenders;   (b)             Other Transaction Documents . The Administrative Agent shall have received on or before the Restatement Date copies of the following documents, duly executed by the parties thereto, in each case in form and substance satisfactory to the Administrative Agent:   (i)              The Amendment and Restatement Agreement;     22       (ii)             Each Purchase and Sale Agreement;   (iii)            The U.S. Intermediate Transfer Agreement;   (iv)            Each Servicing Agreement;   (v)             The Lender Fee Letter;   (vi)            The Agent Fee Letter;   (vii)           The Parent Guaranty;   (viii)          The Borrower Power of Attorney;   (ix)             The Corporate Services Agreement;   (x)              The U.S. Intermediate Transferor Receivables Power of Attorney;   (xi)             Each Control Agreement;   (xii)            The Swiss Security Amendment and Restatement Agreement;   (xiii)           The German Security Amendment Agreement; and   (xiv)          The Junior Loan Note Agreement and all other Junior Loan Note Documents.   (c)             Legal Opinions . Counsel for the Investment Manager, the Parent Guarantor, the Borrower, the U.S. Intermediate Transferor, Servicers and the Originators will deliver the following legal opinions, as applicable, and under applicable Laws, in each case, dated as of the Restatement Date and addressed to the Administrative Agent, Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:   (i)              A legal opinion from Latham & Watkins LLP:   (1) as to (i) the enforceability of the applicable U.S. Transaction Documents and the Dutch Purchase and Sale Agreement (New York Law) and Liens granted by the U.S. Intermediate Transferor and the U.S. Originators in respect of the applicable U.S. Transaction Documents and the Dutch Purchase and Sale Agreement (New York Law), (ii) no conflicts with the DIP Credit Agreement and (iii) such other customary opinions under New York law and the federal laws of the United States of America; and   (2) a Delaware limited liability company opinion (including corporate authority, execution and delivery) and perfection opinion as to the U.S. Intermediate Transferor, Trinseo LLC and Altuglas LLC under the applicable U.S. Transaction Documents.     23       (ii)             A Kentucky limited liability company opinion from Stites & Harbison PLLC (including corporate authority, execution and delivery), and perfection as to Aristech Surfaces LLC addressed to the Administrative Agent and Lenders.   (iii)            A Luxembourg legal opinion from Loyens & Loeff Luxembourg S.à r.l. regarding the corporate authority of the Parent Guarantor and the execution by the Parent Guarantor of the Parent Guaranty.   (iv)            A German legal opinion from Latham & Watkins LLP regarding the capacity of the German Originator to enter into the German Security Amendment Agreement.   (v)             A German legal opinion from Orrick, Herrington & Sutcliffe LLP regarding (i) true sale aspects and (ii) the enforceability of the German Security Amendment Agreement.   (vi)            An Irish legal opinion from McCann FitzGerald LLP regarding the corporate authority of the Investment Manager and the Borrower and the execution by the Investment Manager and the Borrower to execute the applicable Transaction Documents.   (vii)           An Irish legal opinion from McCann FitzGerald LLP regarding certain Irish taxation matters relating to certain of the Transaction Documents.   (viii)          A Swiss legal opinion from Homburger AG regarding (i) true sale under the Swiss Purchase and Sale Agreement and (ii) the capacity, corporate authority and due execution of each Swiss Originator relating to the applicable Transaction Documents to which it is a party and the enforceability of the Swiss Purchase and Sale Agreement and the Swiss Security Assignment Agreement.   (ix)             A Dutch law legal opinion from Loyens & Loeff (including corporate authority, execution, enforceability of relevant Transaction Documents) as to the Dutch Originator.   (x)             Tax ruling by the Swiss Federal Tax Administration in form and substance satisfactory to the Lenders.     24       (d)             U.S. Originator Corporate Deliverables and UCC Filings .   (i)              A certificate of the secretary or other responsible officer of each U.S. Originator, dated as of the Restatement Date, and certifying (a) that attached thereto is a true and complete copy of the organizational documents (including all amendments or other modifications thereto) of each such U.S. Originator, as in effect on the Restatement Date, (b) that attached thereto is a true and complete copy of the resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of each such U.S. Originator authorizing the execution, delivery and performance of the U.S. Transaction Documents to which it is a party and the transactions contemplated thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect, and (c) the specimen signature of each officer executing the U.S. Transaction Documents to which it is a party or any other document delivered in connection therewith on behalf of each such U.S. Originator (on which certificates the U.S. Intermediate Transferor and the Borrower may conclusively rely until such time as the U.S. Intermediate Transferor and the Borrower shall receive from a U.S. Originator a revised certificate with respect to such U.S. Originator meeting the requirements of this paragraph).   (ii)             Copies of the latest versions of the organizational documents of each U.S. Originator certified as of a recent date by the appropriate authority of the jurisdiction of each such U.S. Originator to be a true and up to date copy of the original, attached as a schedule to the certificate provided under paragraph (i) above;   (iii)            Certificates of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of each U.S. Originator’s jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (i) above; and   (iv)            Copies of a proper financing statement, filed and recorded at each U.S. Originator’s expense, naming the relevant U.S. Originator as the seller and the U.S. Intermediate Transferor as the purchaser or assignee of the U.S. Purchased Receivables, in proper form for filing in the appropriate jurisdictions to perfect the U.S. Intermediate Transferor’s ownership interest in such U.S. Purchased Receivables under the UCC.   (e)             U.S. Intermediate Transferor Corporate Deliverables .   (i)             A certificate of the secretary or other responsible officer of the U.S. Intermediate Transferor, dated as of the Restatement Date, and certifying (a) that attached thereto is a true and complete copy of the organizational documents (including all amendments or other modifications thereto) of the U.S. Intermediate Transferor, as in effect on the Restatement Date, (b) that attached thereto is a true and complete copy of the resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of the U.S. Intermediate Transferor authorizing the execution, delivery and performance of the U.S. Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect, and (c) the specimen signature of each officer executing the U.S. Transaction Documents to which it is a party;     25       (ii)             Copies of the latest versions of the organizational documents of the U.S. Intermediate Transferor certified as of a recent date by the appropriate authority of the jurisdiction of the U.S. Intermediate Transferor to be a true and up to date copy of the original, attached as a schedule to the certificate provided under paragraph (i) above;   (iii)            Certificates of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of the U.S. Intermediate Transferor’s jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (i) above;   (iv)            A Solvency Certificate in respect of the U.S. Intermediate Transferor in form and substance satisfactory to the Lenders, dated as of the Restatement Date;   (v)             Copies of a proper financing statement, filed and recorded at each U.S. Originator’s expense, naming the U.S. Intermediate Transferor as the seller and the Borrower as the purchaser of the U.S. Purchased Receivables, in proper form for filing in the appropriate jurisdiction to perfect the Borrower’s ownership interest in such U.S. Purchased Receivables under the UCC.   (f)              Parent Guarantor Corporate Deliverables .   (i)              Copies of the latest versions of the constitutional documents of the Parent Guarantor certified by the Parent Guarantor to be a true and up to date copy of the original;   (ii)             Copies of the resolutions, in form and substance satisfactory to the Lenders, of the board of managers of the Parent authorizing the execution, delivery and performance of the Parent Guaranty, certified by a manager of the Parent Guarantor as of the Restatement Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded;   (iii)            Delivery of a closing certificate dated as of the Restatement Date from the Parent Guarantor including a certificate as to the incumbency and signature of the managers or other attorneys authorized to sign the Parent Guaranty on behalf of the Parent Guarantor, certified by any manager of the Parent Guarantor;   (iv)            Up to date excerpt of the Luxembourg Register of Commerce and Companies in respect of the Parent Guarantor dated no earlier than five (5) calendar days prior to the Restatement Date; and   (v)             Up to date excerpt of the non-registration certificate ( certificat de non-inscription d'une décision judiciaire ou de dissolution administrative sans liquidation ) from the Luxembourg Insolvency Register ( Registre de l'Insolvabilité, Luxembourg ) (REGINSOL) held and maintained by the Luxembourg Register of Commerce and Companies in respect of the Parent Guarantor dated no earlier than five (5) calendar days prior to the Restatement Date.     26       (g)             Dutch Originator Corporate Deliverables .   (i)              Copies of the latest versions of the constitutional documents of the Dutch Originator certified by the Dutch Originator to be a true and up to date copy of the original;   (ii)             Copies of the resolutions, in form and substance satisfactory to the Administrative Agent, authorizing the execution, delivery and performance of the Dutch Transaction Documents that that the Dutch Originator is a party to, certified by an officer of the Dutch Originator as not having been amended, modified, revoked or rescinded on the Restatement Date;   (iii)            Delivery of a closing certificate dated as of the Restatement Date from the Dutch Originator including a certificate as to the incumbency and signature of the officers or other employees authorized to sign the Dutch Transaction Documents on behalf of the Dutch Originator and any certificate or other document to be delivered pursuant thereto, certified by the company secretary or a manager of the Dutch Originator together with evidence of the incumbency of such company secretary or director;   (iv)            An electronic excerpt of the commercial register in respect of the Dutch Originator dated no earlier than five (5) calendar days prior to the Restatement Date; and   (v)             A Solvency Certificate in respect of the Dutch Originator in form and substance satisfactory to the Lenders, dated as of the Restatement Date.   (h)             Swiss Corporate Deliverables .   (i)              Copies of the latest versions of the articles of association of each Swiss Originator certified by the Commercial Register to be a true and up to date copy of the original;   (ii)             Copies of the resolutions, in form and substance satisfactory to the Lenders, of (y) the board of directors or the managing officers, as applicable of each Swiss Originator (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which such Swiss Obligor is a party, (ii) authorizing the execution, delivery and performance of the Swiss Transaction Documents to which such Swiss Originator is party and (iii) authorizing a specified person or persons to execute the Transaction Documents and to sign and/or dispatch all documents and notices to be signed and/or dispatched by such Swiss Originator under or in connection with the Transaction Documents to which it is a party on its behalf and (z) of the shareholders or quotaholders, as applicable, of each Swiss Originator (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which such Swiss Obligor is a party and (ii) authorizing the execution, delivery and performance of the Transaction Documents to which such Swiss Originator is party;     27       (iii)            Delivery of a closing certificate dated as of the Restatement Date from each Swiss Originator (i) certifying that the resolutions pursuant to Section 4.1(h)(ii)  above have not been amended, modified, revoked or rescinded, (ii) including a certificate as to the incumbency and signature of the directors or managing officers, as applicable, or other attorneys authorized to sign the Swiss Transaction Documents to which such Swiss Originator is a party on behalf of such Swiss Originator and (iii) including any certificate or other document to be delivered pursuant thereto, certified by any director or managing officer, as applicable of such Swiss Originator together with evidence of the incumbency of such director or managing officer, as applicable;   (iv)            A copy of an up to date Commercial Register excerpt in respect of each Swiss Originator dated no earlier than ten (10) Business Days prior to the Restatement Date; and   (v)             A Solvency Certificates in respect of each of the Swiss Originator in form and substance satisfactory to the Lenders, dated as of the Restatement Date.   (i)              German Originator Corporate Deliverables .   (i)              Copies of the latest versions of the constitutional documents of the German Originator, including the commercial register excerpt ( Handelsregisterauszug ) not earlier than five (5) calendar days prior to the Restatement Date, the articles of association and a copy of the shareholders’ list ( Gesellschafterliste );   (ii)             Copies of the resolutions, in form and substance satisfactory to the Lenders, of the shareholders of the German Originator authorizing the execution, delivery and performance of the German Security Amendment Agreement to which the German Originator is a party, certified by a managing director of the German Originator as of the Restatement Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and   (iii)            Delivery of a closing certificate dated as of the Restatement Date from the German Originator including the constitutional documents of the German Originator and specimen signatures of the officers or other employees authorized to sign the German Security Amendment Agreement on behalf of the German Originator and certifying that each copy document relating to it specified in this paragraph (i) (German Originator Corporate Deliverables) and attached to the certificate is correct, complete and in full force and effect and has not been amended or superseded as at the date no earlier than the certificate.     28       (j)              Borrower Corporate Deliverables .   (i)             Copies of the latest versions of the constitutional documents of the Borrower certified by the Borrower to be a true and up to date copy of the original;   (ii)             Delivery of a closing certificate dated as of the Restatement Date from the Borrower with the other conditions precedent to be delivered scheduled thereto, certified by the company secretary or an officer of the Borrower;   (iii)            Copies of the resolutions, in form and substance satisfactory to the Lenders, of the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party, certified by an officer of the Borrower as of the Restatement Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded;   (iv)            A certified copy of the power of attorney granted by the Borrower to the attorneys of the Borrower authorized to sign this Agreement and the Transaction Documents on behalf of the Borrower; and   (v)             Written search reports, listing all effective financing statements that name the Borrower as debtor or assignor and that are filed in the jurisdictions which filings were made pursuant to Section 4.2(e)(v)  and in any other jurisdictions that the Collateral Agent (acting at the direction of the Requisite Lenders) reasonably determines are necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches of the Borrower showing no such Liens exist that are not Permitted Liens or otherwise permitted by the Transaction Documents.   (k)             Investment Manager Corporate Deliverables .   (i)              Copies of the latest versions of the constitutional documents of the Investment Manager certified by the Investment Manager to be a true and up to date copy of the original;   (ii)             Copies of the resolutions, in form and substance satisfactory to the Lender, of the board of directors of the Investment Manager authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party certified by an officer of the Investment Manager as of the Restatement Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded;   (iii)            Delivery of a closing certificate dated as of the Restatement Date from the Investment Manager including a certificate as to the incumbency and signature of the directors or other attorneys authorized to sign this Agreement and the other Transaction Documents to which it is a party on behalf of the Investment Manager and any certificate or other document to be delivered pursuant thereto, certified by an officer of the Investment Manager together with evidence of the incumbency of such manager.     29       (iv)            A copy of searches in the Companies Registration Office/Petitions Office in respect of the Investment Manager and dated no earlier than five (5) calendar days prior to the Restatement Date.   (l)              Representations and Warranties . The representations and warranties set forth in Article III are true and correct in all material respects as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date; provided that (x) any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Restatement Date, or on such earlier date, as the case may be and (y) the representations and warranties set forth in Article III (and in the other Transaction Documents) shall not be required to be true and correct to the extent such representations and warranties relate to the solvency, liquidity, financial condition or ability to pay debts of any Originator, any Servicer, the Investment Manager or the Parent Guarantor (other than the Borrower or the U.S. Intermediate Transferor) and are false solely as a result of or in connection with the commencement of the Chapter 11 Cases.   (m)            Amortization Event . No event has occurred and is continuing that constitutes a Potential Amortization Event or an Amortization Event (other than any Amortization Event arising from or in connection with the commencement of the Chapter 11 Cases that is expressly carved out pursuant to Section 7.1 ).   (n)             Fees and Expenses . The Borrower or the Investment Manager shall have paid the fees specified in the Agent Fee Letter, Lender Fee Letter and all other reasonable and documented fees and expenses (including reasonable and documented legal fees and expenses) incurred by the Administrative Agent, the Collateral Agent and the Lenders required to be paid by the Borrower or the Investment Manager to the extent invoiced one Business Day prior to the Restatement Date, on the Restatement Date.   (o)             Daily Report and Borrowing Notice . The Administrative Agent and each Lender shall have received a completed Daily Report (with respect to the Borrowing Base as of the Restatement Date) and a Borrowing Notice for the Advance to be made on the Initial Funding Date.   (p)             Existing Credit Agreement . Simultaneous with the funding of the Advances on the Restatement Date, all principal, premium, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been repaid in full, and the Administrative Agent and Lenders shall have received reasonably satisfactory evidence thereof.   (q)             Field Exam . The Lenders shall have received a copy of the final version of the Due Diligence Report of Atlantic Risk Management in form and substance reasonably satisfactory to the Requisite Lenders.   (r)             Financial Projections . The Administrative Agent and the Lenders shall have received all historical and projected financials of the Investment Manager and each Originator requested by the Lenders, including all details requested concerning revenue.     30       (s)             Facility Orders . The Bankruptcy Court shall have entered the Interim Order (and, to the extent then required to be in effect, the Final Order), in each case (i) in form and substance reasonably satisfactory to the Administrative Agent and each Lender, (ii) which shall be in full force and effect and shall not have been vacated, reversed, stayed, modified or amended (other than as approved in writing, not to be unreasonably withheld, by the Administrative Agent and each Lender), and (iii) which shall provide the Administrative Agent, the Collateral Agent and each of the other Secured Parties with the protections of section 364(e) of the Bankruptcy Code with respect to any priority or lien granted, or debt incurred, pursuant to such Facility Order.   (t)              DIP Facility . (i) The Bankruptcy Court shall have entered the Eligible DIP Order(s), which Eligible DIP Order shall be in full force and effect and shall not have been vacated, reversed, stayed, modified or amended (other than as approved in writing, such approval not to be unreasonably withheld, by the Administrative Agent and each Lender), and (ii) the DIP Facility approved thereby shall constitute an Eligible DIP Facility.   (u)             First Day Orders . The Administrative Agent and each Lender shall have received (i) evidence that all “first day orders” (including a cash management order) and all related pleadings intended to be entered on or prior to the entry of the Interim Order shall have been entered by the Bankruptcy Court and shall be, with respect to the provisions thereof that have a material effect on the Secured Parties or their rights and interests in the Collateral, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (ii) forms of any “second day orders” filed but not yet entered, which forms shall be in form and substance reasonably satisfactory to the Administrative Agent and each Lender with respect to the provisions thereof that have a material effect on the Secured Parties or their rights and interests in the Collateral.   (v)             Purchase Agreements . The Administrative Agent and the Lenders shall have received evidence of the execution and satisfaction of all conditions precedent to each Purchase and Sale Agreement.   (w)            Due Diligence . The Administrative Agent and the Lenders shall have received all due diligence materials requested by the Lenders related to the Receivables, including historical accounts, receivable aging and roll-forward data, in each case in form and substance satisfactory to the Lenders.   (x)             KYC . The Administrative Agent shall have received (x) all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering…

Document text

EX-10.3 · tm2615985d1_ex10-3.htm

EX-10.3
 4
 tm2615985d1_ex10-3.htm
 EXHIBIT 10.3

  

 Exhibit 10.3

  

 [***] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE OF INFORMATION
COMPANY TREATS AS PRIVATE OR CONFIDENTIAL

 AMENDMENT AND
RESTATEMENT AGREEMENT dated as of May 29, 2026 (this &ldquo; Agreement &rdquo;), by and among STYRON RECEIVABLES FUNDING
DESIGNATED ACTIVITY COMPANY , a company incorporated in Ireland (the &ldquo; Borrower &rdquo;), TRINSEO IRELAND GLOBAL
IHB LIMITED , a company incorporated in Ireland (the &ldquo; Investment Manager &rdquo;), THE LENDERS (as defined
below), GLAS USA LLC , as the Administrative Agent (in such capacity, the &ldquo; Administrative Agent &rdquo;) and GLAS
AMERICAS LLC , as the Collateral Agent (in such capacity, the &ldquo; Collateral Agent &rdquo;).

  

 WHEREAS the Borrower,
the Investment Manager, the lenders party thereto (the &ldquo; Existing Lenders &rdquo;), the Administrative Agent and the Collateral
Agent are party to the Credit and Security Agreement, dated as of July 18, 2024 (as amended, restated, supplemented or otherwise modified
from time to time prior to the date hereof, the &ldquo; Existing Credit Agreement &rdquo;);

  

 WHEREAS , the Investment
Manager and certain of its Affiliates are filing cases under chapter 11 (the &ldquo; Chapter 11 Cases &rdquo;) of the Bankruptcy
Code (as each term is in the Existing Credit Agreement) in the United States Bankruptcy Court for the Southern District of Texas (the
 &ldquo; Bankruptcy Court &rdquo;);

  

 WHEREAS , in connection
with the Chapter 11 Cases, the Investment Manager and the Borrower have requested that the Existing Credit Agreement be amended and restated
to provide for the refinancing of the obligations under the Existing Credit Agreement and a continuation of the revolving loan facility
and the other transactions contemplated hereby during the Chapter 11 Cases in the form of the Amended and Restated Credit and Security
Agreement attached hereto as Exhibit A (the &ldquo; Amended and Restated Credit Agreement &rdquo;, except as otherwise provided
herein, capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Credit
Agreement) (such amendment and restatement, the &ldquo; Amendment and Restatement &rdquo;);

  

 WHEREAS substantially
simultaneously with the effectiveness of the Amendment and Restatement and upon the terms and subject to the conditions set forth herein
and in the Amended and Restated Credit Agreement (a) the lenders listed on Schedule 1 hereto (collectively, the &ldquo; New Lenders &rdquo;)
have severally agreed to make Advances to the Borrower from time to time pursuant to the terms and conditions set forth in the Amended
and Restated Credit Agreement in amounts not to exceed the amounts set forth opposite each such Lender&rsquo;s name on such Schedule 1
and (b) the New Lenders shall refinance the Existing Lenders by repaying the Borrower Obligations (as defined in the Existing Credit Agreement)
owing to the Existing Lenders under the Existing Credit Agreement (other than contingent indemnification obligations not then due) in
full (collectively, the " Refinancing ");

  

 WHEREAS substantially
simultaneously with the effectiveness of the Amendment and Restatement and upon the terms and subject to the conditions set forth herein,
the Borrower wishes to affirm and confirm its grant of the Security Interest (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement, as modified by the Amendment and Restatement (the &ldquo; Security Interest Reaffirmation &rdquo;);

    

 WHEREAS it is the intention
of all parties hereto that the Amendment and Restatement, the Refinancing and the Security Interest Reaffirmation (collectively, the &ldquo; Transactions &rdquo;)
occur substantially simultaneously and become fully effective upon the satisfaction of all conditions to effectiveness listed in Section
4 below (the &ldquo; Restatement Date &rdquo;); and

  

  

  

  

 WHEREAS it is the intention
of all parties hereto that, following the Transactions (a) the Amended and Restated Credit Agreement will be a continuation of the
Existing Credit Agreement and (b) the Collateral securing the Borrower Obligations under the Existing Credit Agreement will continue to
secure, with equal priority, the Borrower Obligations under the Amended and Restated Credit Agreement;

  

 NOW, THEREFORE , in
consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:

  

 SECTION 1.     AMENDMENT AND RESTATEMENT.

  

 The Borrower, the Investment
Manager, the Administrative Agent, the Collateral Agent, the Existing Lenders and the New Lenders hereby agree that, as of the Restatement
Date, the Existing Credit Agreement shall be amended and restated in its entirety in the form of the Amended and Restated Credit Agreement
attached hereto as Exhibit A . The Borrower, the Investment Manager, the Administrative Agent and the Collateral Agent each agree
that each Transaction Document shall be amended and restated to the extent necessary or desirable to effectuate the transactions contemplated
hereby.

  

 SECTION 2.    
 LOANS AND COMMITMENTS; REFINANCING.

  

 As of the Restatement Date:

  

 (a)             
 Each New Lender hereby agrees, severally and not jointly and subject to the terms and conditions set forth herein and in the Amended
and Restated Credit Agreement, to make Advances from time to time to the Borrower in amounts not to exceed the amounts set forth next
to the name of such Lender on Schedule 1 to the Amended and Restated Credit Agreement; and

  

 (b)             
 The Borrower shall apply the proceeds of any Advances made by the New Lenders on the Restatement Date in accordance with the funds
flow attached hereto as Schedule 3 to repay any Borrower Obligations owing to the Existing Lenders under the Existing Credit Agreement
(other than contingent indemnification obligations not then due) in full and, upon such payment and subject to the Amendment and Restatement,
(i) the Revolving Commitments of the Existing Lenders under the Existing Credit Agreement and (ii) any other commitment of the Existing
Lenders under the Existing Credit Agreement to make Advances or other financial accommodations thereunder or in connection therewith,
shall terminate and the Trinseo Parties will have no further liability to the Existing Lenders under the Existing Credit Agreement or
any other Transaction Document (as defined in the Existing Credit Agreement) other than contingent indemnification obligations not then
due; provided that the Existing Credit Agreement, as modified by the Amendment and Restatement, as applicable, shall continue to
be in full force and effect.

  

 (c)             
 The Borrower and the Investment Manager each discharges, waives, acquits, surrenders and expressly releases the Administrative
Agent, the Collateral Agent, each Existing Lender and their respective successors, assignees, participants, agents, officers, directors,
members, affiliates, advisors, attorneys-in-fact, trustees and employees (collectively, the &ldquo; Released Parties &rdquo;) from
(i) all obligations to the Borrower and any other Trinseo Party (and their respective successors and assigns) under the Transaction Documents
and (ii) any and all claims, suits, demands, accounts, liabilities, obligations or causes of action of every nature and description in
any way or manner which relates, directly or indirectly, to or arises out of any Released Party&rsquo;s performance or obligations under
the Transaction Documents or the transactions relating thereto, whether known or unknown, anticipated or unanticipated, fixed or contingent,
at law or in equity, that any Trinseo Party at any time may have, or that its successors and assigns may have against the Released Parties.

  

 2

  

  

 SECTION 3.     SECURITY INTEREST REAFFIRMATION.

  

 (a)             
 The Borrower hereby acknowledges that it expects to realize substantial direct and indirect benefits as a result of the Transactions.

  

 (b)             
 The Borrower hereby acknowledges its receipt of the Amended and Restated Credit Agreement, and consents to the terms and conditions
of this Agreement, the Amended and Restated Credit Agreement and the Transactions contemplated herein and therein.

  

 (c)             
 The Borrower hereby (i) affirms and confirms its grant of the Security Interest under the Existing Credit Agreement, as modified
by the Amendment and Restatement and (ii) agrees that, notwithstanding the effectiveness of this Agreement, the Amended and Restated Credit
Agreement or the occurrence of the other Transactions, the Existing Credit Agreement, as modified by the Amendment and Restatement, and
the grant of the Security Interest by the Borrower and thereunder shall continue to be in full force and effect in respect of, and to
secure, the Borrower Obligations.

  

 SECTION 4.    CONDITIONS PRECEDENT TO EFFECTIVENESS.

  

 This Agreement shall be effective
only upon satisfaction of the following conditions precedent:

  

 (a)             
 Receipt by the Administrative Agent of at least one fully executed copy of this Agreement, executed by the Borrower, the Investment
Manager, the Lenders, the Administrative Agent and the Collateral Agent;

  

 (b)             
 Receipt by each of the Administrative Agent and each New Lender of evidence satisfactory to it that the conditions set forth in
Section 4.2 of the Amended and Restated Credit Agreement have been satisfied; and

  

 (c)             
 Receipt by the Existing Lenders of the amounts set forth on Schedule 2 hereto, in each case being paid by wire (together
with notification to the Administrative Agent of the applicable federal funds wire reference number(s)) to, and confirmed received not
later than 1:00 p.m. (New York City time) on the Restatement Date in U.S. Dollars in immediately available funds to the account of the
Existing Lenders as specified on Schedule 2 hereto (except for payment of fees and expenses of the Existing Lenders&rsquo; legal
counsel, which shall be remitted by the Borrower directly to such counsel, as specified in such schedule).

  

 3

  

  

 SECTION 5.     EFFECT OF THIS AGREEMENT.

  

 (a)             
 Upon the effectiveness of this Agreement, and on and after the Restatement Date each reference in the Existing Credit Agreement
to &ldquo;this Agreement&rdquo;, &ldquo;hereunder&rdquo;, &ldquo;hereof&rdquo;, &ldquo;herein&rdquo;, or words of like import, and each
reference to the Existing Credit Agreement in any other related document, including any Transaction Document, shall mean and be a reference
to the Amended and Restated Credit Agreement, as amended, restated, supplemented or modified from time to time.

  

 (b)             
 None of the Transactions, this Agreement, the Amended and Restated Credit Agreement, nor any other Transaction Document shall release,
limit or impair in any way the priority of any security interests and liens held by the Collateral Agent for the benefit of the Secured
Parties against any assets of the Borrower arising under the Amended and Restated Credit Agreement or any other Transaction Documents,
as each may be amended, restated, supplemented or modified from time to time.

  

 (c)             
 Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of,
or otherwise affect the rights and remedies of the Existing Lenders, the New Lenders, the Administrative Agent or the Collateral Agent
under the Existing Credit Agreement, the Amended and Restated Credit Agreement or any other Transaction Document. Except as expressly
set forth herein, nothing herein shall be deemed to entitle the Borrower, the Investment Manager or any other Trinseo Party to a consent
to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained
in the Existing Credit Agreement, the Amended and Restated Credit Agreement or any other Transaction Document in similar or different
circumstances.

  

 (d)             
 This Agreement shall constitute a &ldquo;Transaction Document&rdquo; under the Existing Credit Agreement and the Amended and Restated
Credit Agreement for all purposes.

  

 SECTION 6.     MISCELLANEOUS.

  

 (a)             
 Costs and Expenses . The Borrower hereby agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent and the Collateral Agent (including the reasonable and documented fees and expenses of outside counsel) in
connection with the preparation, execution and delivery of this Agreement, the Amended and Restated Credit Agreement and any other related
documents.

  

 (b)             
 Governing Law . The provisions of Sections 8.1, 8.2, 8.4, 12.7, 12.8, 12.9, 12.10, 12.11 and 12.19 of the Amended and Restated
Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .

  

 (c)             
 Amendments . This Agreement may not be modified, altered or amended, except by an agreement in writing signed by the Borrower,
the Investment Manager, the Lenders and the Administrative Agent and the Collateral Agent.

  

 (d)             
 Successors and Assigns . This Agreement shall be binding upon each of the parties hereto and their respective successors
and assigns.

  

 [Remainder of this page intentionally left blank.]

  

 4

  

  

 IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

  

  

  
 STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPANY, as
 the Borrower

  
  

  
 By:
 /s/ Peter Nugent

  
  
 Name: Peter Nugent

  
  
 Title: Attorney

  
  

  
 TRINSEO IRELAND GLOBAL IHB LIMITED, as the Investment Manager

  
  

  
 By:
 /s/ Bregje van Kessel

  
  
 Name: Bregje van Kessel

  
  
 Title: Director

  
  

  
 GLAS USA LLC , as the Administrative Agent

  
  

  
 By:
 /s/ Annette Marsula

  
  
 Name: Annette Marsula

  
  
 Title: Vice President

  
  

  
 GLAS AMERICAS LLC , as the Collateral Agent

  
  

  
 By:
 /s/ Annette Marsula

  
  
 Name: Annette Marsula

  
  
 Title: Vice President

  

 [Structuring Advisor and Lender Signatures on file
with Administrative Agent]

  

  

  

  

 EXHIBIT A

  

 Amended and Restated Credit Agreement

  

 [ See Attached ]

  

  

  

  

  

 AMENDED
AND RESTATED CREDIT AND SECURITY AGREEMENT

  

 DATED
AS OF May 29, 2026

  

 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

  

 AND

  

 glas
americas llc, as collateral agent

  

  

  

  

  

 TABLE
OF CONTENTS

  

 ARTICLE I. THE FACILITY
 2

  
  
  

 Section 1.1.
 The Commitments
 2

 Section 1.2.
 Requesting the Advances
 2

 Section 1.3.
 Repayment and Optional Prepayments of the Aggregate Revolving Principal
 3

 Section 1.4.
 Reduction and Termination of Commitments
 4

 Section 1.5.
 Payment Requirements
 5

 Section 1.6.
 Deemed Collections
 5

 Section 1.7.
 Interest
 5

 Section 1.8.
 Benchmark Replacement Setting
 7

 Section 1.9.
 Designated Funding Offices
 8

 Section 1.10.
 Fees
 8

 Section 1.11.
 Access to Collections
 8

 Section 1.12.
 [Reserved]
 9

 Section 1.13.
 Borrower Payments without Setoff or Counterclaim
 9

  
  
  

 ARTICLE II. PAYMENTS AND COLLECTIONS; WITHDRAWALS AND TRANSFERS; USE OF PROCEEDS
 9

  
  
  

 Section 2.1.
 Collections and Payments during the Revolving Period
 9

 Section 2.2.
 Collections and Payments during the Liquidation Period
 11

 Section 2.4.
 Payment Rescission
 12

  
  
  

 ARTICLE III. REPRESENTATIONS AND WARRANTIES
 13

  
  
  

 Section 3.1.
 Representations and Warranties of the Borrower
 13

 Section 3.2.
 Representations and Warranties of the Investment Manager
 17

  
  
  

 ARTICLE IV. CONDITIONS OF CLOSING AND FUNDING
 22

  
  
  

 Section 4.1.
 [Reserved]
 22

 Section 4.2.
 Conditions Precedent to the Restatement Date
 22

 Section 4.3.
 Conditions Precedent to all Advances
 31

  
  
  

 ARTICLE V. COVENANTS
 32

  
  
  

 Section 5.1.
 Affirmative Covenants
 32

 Section 5.2.
 Negative Covenants
 41

  
  
  

 ARTICLE VI. ADMINISTRATION AND COLLECTION
 45

  
  
  

 Section 6.1.
 Investment Manager and Servicers
 45

 Section 6.2.
 Servicers
 46

 Section 6.3.
 Transaction Accounts
 46

  

 i

  

  

 Section 6.4.
 Notice of Exclusive Control
 47

 Section 6.5.
 Responsibilities under Contracts
 47

 Section 6.6.
 Servicing Fees
 47

  
  
  

 ARTICLE VII. AMORTIZATION EVENTS
 47

  
  
  

 Section 7.1.
 Amortization Events
 47

 Section 7.2.
 Remedies
 53

 Section 7.3.
 Application of Proceeds
 53

  
  
  

 ARTICLE VIII. INDEMNIFICATION
 53

  
  
  

 Section 8.1.
 Indemnities by Borrower
 53

 Section 8.2.
 Indemnities by the Investment Manager
 56

 Section 8.3.
 Increased Cost and Reduced Return
 58

 Section 8.4.
 Other Costs and Expenses
 59

 Section 8.5.
 Taxes
 60

  
  
  

 ARTICLE IX. THE AGENTS
 64

  
  
  

 Section 9.1.
 Appointment
 64

 Section 9.2.
 Delegation of Duties
 66

 Section 9.3.
 Exculpatory Provisions
 66

 Section 9.5.
 Notice of Amortization Events
 74

 Section 9.6.
 Non-Reliance on the Agents or Other Lender
 74

 Section 9.7.
 Indemnification of the Agents
 75

 Section 9.8.
 Each Agent in Its Individual Capacity
 75

 Section 9.9.
 Successor Administrative Agent
 75

 Section 9.10.
 UCC Filings
 77

 Section 9.11.
 [Reserved]
 77

  
  
  

 ARTICLE X. ASSIGNMENTS; PARTICIPATIONS
 80

  
  
  

 Section 10.1.
 Assignments and Transfer of Commitments
 80

 Section 10.2.
 The Register
 81

 Section 10.3.
 Certain Representations and Warranties; Limitations; Covenants
 81

 Section 10.4.
 No Assignment to Borrower
 82

 Section 10.5.
 No Assignment to Natural Persons
 82

 Section 10.6.
 No Assignment to the Parent Guarantor
 82

 Section 10.7.
 Participations
 83

 Section 10.8.
 Pledge by Lenders
 84

  

 ii

  

  

 ARTICLE XI. GRANT OF SECURITY INTEREST
 84

  
  
  

 Section 11.1.
 Grant of Security Interest
 84

  
  
  

 ARTICLE XII. MISCELLANEOUS
 85

  
  
  

 Section 12.1.
 Waivers and Amendments
 85

 Section 12.2.
 Notices
 86

 Section 12.3.
 Setoff; Ratable Payments
 86

 Section 12.4.
 Intended Tax Characterization
 87

 Section 12.5.
 Protection of Ownership and Security Interests
 87

 Section 12.6.
 Confidentiality
 88

 Section 12.7.
 CHOICE OF LAW
 89

 Section 12.8.
 CONSENT TO JURISDICTION
 89

 Section 12.9.
 WAIVER OF JURY TRIAL
 89

 Section 12.10.
 Integration; Binding Effect; Survival of Terms
 89

 Section 12.11.
 Counterparts; Severability; Section References
 90

 Section 12.12.
 Mutual Negotiations
 90

 Section 12.13.
 Bankruptcy Petition
 90

 Section 12.14.
 USA PATRIOT Act
 90

 Section 12.15.
 Divisions
 91

 Section 12.16.
 No Fiduciary Duty
 91

 Section 12.17.
 No Liability, Non-Petition and Limited Recourse in Favor of the Borrower
 92

 Section 12.18.
 Third Party Beneficiaries
 93

 Section 12.19.
 Electronic Execution
 93

  

 iii

  

  

 EXHIBITS
AND SCHEDULES

  

 EXHIBITS

  

 Exhibit I
 Definitions

 Exhibit II-A
 Form of Borrowing Notice

 Exhibit II-B
 Form of Withdrawal Request

 Exhibit III
 Borrower&rsquo;s Chief Executive Office, Principal Place of Business and Records Locations

 Exhibit IV
 Collection Accounts and Collection Banks

 Exhibit V
 Form of Assignment Agreement

 Exhibit VI
 Credit and Collection Policy

 Exhibit VII
 Borrower Solvency Certificate

 Exhibit VIII
 Form of Daily Report

 Exhibit IX
 [Reserved.]

 Exhibit X
 Form of Monthly Report

 Exhibit XI
 Interim Order

  

 SCHEDULES

  

 Schedule 1
 Revolving Commitments

 Schedule 2
 Servicer Default

 Schedule 12.2
 Addresses for Notices

  

 iv

  

  

 AMENDED
AND RESTATED CREDIT AND SECURITY AGREEMENT

  

 THIS
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of May 29, 2026, is entered into by and among:

  

 (a)             Styron
Receivables Funding Designated Activity Company, a company incorporated in Ireland, as borrower (the &ldquo; Borrower &rdquo;),

  

 (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 &ldquo; Administrative Agent &rdquo;), and

  

 (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 &ldquo; Collateral Agent &rdquo;).

  

 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, the Investment Manager, certain Lenders, the Administrative Agent and the Collateral Agent entered into the Credit and Security
Agreement, dated as of July 18, 2024 (as amended, supplemented or otherwise modified from time to time, the &ldquo; Existing
Credit Agreement &rdquo;) pursuant to which the Lenders made certain Advances to the Borrower to finance the acquisition by the
Borrower of certain Receivables from time to time, in each case on the terms and conditions set forth in the Existing Credit Agreement;

  

 WHEREAS ,
the Investment Manager and certain of its Affiliates are filing Chapter 11 Cases (as defined below) in the United States Bankruptcy Court
for the Southern District of Texas (the &ldquo; Bankruptcy Court &rdquo;), and the Investment Manager and the Borrower have
requested that the Existing Credit Agreement be amended and restated to provide for the refinancing of the obligations under the Existing
Credit Agreement and a continuation of the revolving loan facility and the other transactions contemplated hereby;

  

 WHEREAS ,
the Lenders party hereto have agreed to (i) make Advances on the Restatement Date, the proceeds of which will be used to refinance
the obligations under the Existing Credit Agreement and to pay related fees and expenses, (ii) amend and restate the Existing Credit
Agreement and (iii) make available to the Borrower a revolving loan facility during the Chapter 11 Cases for the purposes of financing
the continued acquisition by the Borrower of Receivables and for the other purposes permitted under the terms hereof, in each case on
the terms and conditions set forth herein.

  

  

  

  

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

  

 ARTICLE I.

  

 THE
FACILITY

  

 Section 1.1.              The
Commitments . On the terms and subject to the conditions set forth in this Agreement, including, without limitation, the conditions
set forth in Article IV and in reliance upon the representations and warranties contained herein, each of the Lenders, severally
and not jointly, agrees to make Advances to the Borrower from time to time and with respect to each Advance in the principal amount equal
to such Lender&rsquo;s Percentage of the requested Advance on the applicable Borrowing Date; provided that (i) the
aggregate principal amount of any Lender&rsquo;s Advance at any one time outstanding may not exceed the lesser of (A) the amount
of such Lender&rsquo;s Revolving Commitment and (B) such Lender&rsquo;s Percentage of the Borrowing Base and (ii) in no event
shall an Overadvance exist at any time prior to or after giving effect to any such Advance; provided , further ,
that the Administrative Agent shall not have any duty, liability or obligation regarding the Borrowing Base, the calculation thereof or
the compliance with the previous proviso, or regarding the Daily Report delivered by the Borrower or the Investment Manager, on behalf
of the Borrower. Within the foregoing limits and subject to the terms, conditions and limitations set forth in this Agreement, the Borrower
may borrow, pay or prepay and reborrow Advances. Each Lender&rsquo;s several Revolving Commitment shall automatically terminate on the
Facility Termination Date and no new Advances shall be made after such date.

  

 Section 1.2.              Requesting
the Advances .

  

 (a)             The
Borrower or Investment Manager, on behalf of the Borrower, may request the initial Advance to be made on the Initial Funding Date by delivering
to the Administrative Agent a written notice in the form set forth as Exhibit II-A hereto (a &ldquo; Borrowing Notice &rdquo;)
by 10:00 a.m. (New York City time), not less than one Business Day (or such shorter time as the Administrative Agent (acting at the
direction of the Requisite Lenders acting in their sole and absolute discretion) may agree) prior to the date of the proposed Initial
Funding Date. The initial Advance shall be subject to Sections 4.2 and 4.3 hereof.

  

 (b)             The
Borrowing Notice for each Advance (including the initial Advance) shall be irrevocable and (A) certify that as of the Borrowing Date,
no Overadvance exists or will result from such Advance based on the numbers set forth in the Daily Report delivered in connection with
such Borrowing Notice, (B) specify the amount of the requested Advance, (C) specify the amount of Borrowing Availability after
giving pro forma effect to the requested Advance and (D) specify the applicable Borrowing Date, which, in the case of the
initial Advance shall be the Initial Funding Date; provided that the Borrowing Notice in respect of the initial Advance
to be made on the Initial Funding Date may state that it is conditioned upon the occurrence or non-occurrence of a transaction (as set
forth therein), in which case such Borrowing Notice may be revoked by the Borrower or Investment Manager, on behalf of the Borrower, by
written notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied.

  

   2  

  

  

 (c)             After
the initial Advance is made hereunder, if, based on any Daily Report delivered by the Borrower or Investment Manager, on behalf of the
Borrower, pursuant to the terms hereof during the Revolving Period, there is Borrowing Availability as of the applicable Borrowing Date,
the Borrower or Investment Manager, on behalf of the Borrower, may request subsequent Advances by delivering to the Administrative Agent
a Borrowing Notice by 10:00 a.m. (New York City time) not less than three Business Days, or such shorter time as the Administrative
Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree, prior to the date on
which such Advance is requested to be made; provided that (i) neither the Borrower nor Investment Manager, on behalf
of the Borrower, shall request any Advances after the day that is 60 days prior to the Contractual Maturity Date and (ii) the Borrower
and Investment Manager, on behalf of the Borrower, may not request more than one Advance in any given calendar week during the Revolving
Period. All subsequent Advances shall be subject to Section 4.2 hereof. The aggregate principal amount of each borrowing of
Advances shall not be less than $500,000 or an integral multiple of $100,000 in excess thereof (or such other amount as the Administrative
Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree from time to time).

  

 (d)             The
Administrative Agent shall give each Lender prompt notice of the Administrative Agent&rsquo;s receipt of a Borrowing Notice and the applicable
Interest Rate determined pursuant to Section 1.7 . Each applicable Lender shall, before 12:00 p.m. (New York City time)
on the date of the requested Advance, make available to the Administrative Agent at its address referred to in Section 12.2 ,
in immediately available funds, such Lender&rsquo;s Percentage of the principal amount of the Advance requested. After the Administrative
Agent&rsquo;s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IV , the Administrative
Agent will promptly make such funds available to the Borrower, Investment Manager or such other Person, in each case, as directed
in the Borrowing Notice, in each case, on behalf of the Borrower, in accordance with the payment instructions set forth in the Borrowing
Notice. All payments made by any Lender under this Section 1.2 shall be made without setoff or counterclaim of any kind.

  

 (e)             The
failure of any Lender to make the Advance required by it on the date specified shall not relieve any other Lender of its obligations to
make its Advance on such date and the proceeds of the Advances made by such other Lenders shall be disbursed as directed by the Borrower
or Investment Manager in accordance with the payment instructions set forth in the applicable Borrowing Notice, but no such other Lender
or the Administrative Agent shall be responsible for the failure of any other Lender to make its Advance (as applicable) or payment required
under this Agreement. If an Advance is not made on the proposed Borrowing Date therefor, in each case because any condition precedent
to such requested Advance herein specified has not been met, the Administrative Agent shall return any amounts received to the respective
Lenders without interest.

  

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

  

 (a)             To
the extent not previously repaid, the Borrower shall repay the Aggregate Revolving Principal in full in cash on the Contractual Maturity
Date or on demand by the Administrative Agent (acting at the direction of the Requisite Lenders) upon the acceleration of the Borrower
Obligations following the occurrence of an Amortization Event.

  

   3  

  

  

 (b)             The
Borrower shall have no right to prepay or repay the Aggregate Revolving Principal other than as provided in this Section 1.3 .

  

 (c)             The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay any Advances in whole or in
part without premium or penalty; provided that (i) each prepayment of the Aggregate Revolving Principal (or part thereof)
shall be in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof (or such other amount as
the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree from
time to time), (ii) such notice of prepayment must be received by the Administrative Agent by 10:00 a.m. (New York City time)
not less than two Business Days (or such shorter time as the Administrative Agent (acting at the direction of the Requisite Lenders acting
in their sole and absolute discretion) may agree) prior to the date of such prepayment. Upon the giving of notice of such prepayment,
such principal amount or amounts specified to be prepaid shall become due and payable on the applicable date specified in such notice.
Each such notice shall specify the date and amount of such prepayment and the Advances prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Lender&rsquo;s Percentage of such prepayment. Any prepayment
of an Advance shall be accompanied by all accrued interest thereon.

  

 (d)             If
on any Withdrawal Date an Overadvance exists, the Borrower shall prepay the Aggregate Revolving Principal in an aggregate amount equal
to such Overadvance on such Withdrawal Date. For the purposes of any prepayments or cure of Overadvances made under this Section 1.3 ,
the Borrower shall provide written notice to the Administrative Agent and the Lenders of the amount of Aggregate Revolving Principal to
be prepaid. If an Overadvance exists on any Payment Date, available funds shall be paid to the Lenders in accordance with Section 2.1
or 2.2 , as applicable.

  

 (e)             In
the event that an Overadvance exists on any date of determination as determined by the Administrative Agent (such calculations and determinations
to be binding absent manifest error), the Borrower shall prepay the Aggregate Revolving Principal in an amount equal to such Overadvance
within two Business Days of receipt of written notice of such Overadvance from the Administrative Agent, with a copy to the Investment
Manager; provided that any notice received by the Borrower after 10:00 a.m. (New York City time) shall be deemed to
be received on the following Business Day.

  

 (f)              The
Borrower may also cure an Overadvance on any date by purchasing additional Eligible Receivables.

  

 Section 1.4.             Reduction
and Termination of Commitments .

  

 (a)             The
Revolving Commitments shall terminate on the Contractual Maturity Date.

  

   4  

  

  

 (b)             At
any time the Borrower or the Investment Manager, on behalf of the Borrower, may, upon at least five Business Days&rsquo; (or such shorter
time as the Administrative Agent (acting at the direction of the Requisite Lenders acting in their sole and absolute discretion) may agree)
irrevocable written notice to the Administrative Agent (for distribution to the Lenders), terminate in whole ratably among the Lenders
in accordance with their respective Percentages, the unused portion of the Revolving Commitments and the Facility Limit; provided
that (x) any such termination shall be made in conjunction with a repayment of any remaining Aggregate Revolving Principal pursuant
to Section 1.3 and (y) a notice of termination of the Revolving Commitments may state that such notice is conditioned
upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may
be delayed until such time as such condition is satisfied or waived, or revoked if the Borrower or Investment Manager determines that
such condition will not be satisfied or waived.

  

 Section 1.5.             Payment
Requirements . The Borrower shall initiate a wire transfer to the Administrative Agent&rsquo;s Account of amounts payable by the Borrower
to the Administrative Agent or the Lenders pursuant to Section 2.1 or 2.2 no later than 2:00 p.m. (New York City
time) on the Payment Date when due in immediately available funds, and the Administrative Agent shall promptly forward to the Lenders
their respective shares of the funds so received. All payments received by the Administrative Agent after 2:00 p.m. (New York City
time) on the Payment Date when due shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. All computations of Interest, Unused Facility Fees and per annum Fees under the Transaction Documents shall be made
on the basis of a year consisting of 360 days for the actual number of days elapsed (or, in the case of Interest calculated by reference
to the Prime Rate, 365 days or, in the case of a leap year, 366 days). Interest shall accrue on each Advance for the day on which the
Advance is made, and shall not accrue on an Advance, or any portion thereof, for the day on which the Advance or such portion is paid;
 provided that any Advance that is repaid on the same day on which it is made shall, subject to this Section 1.5 ,
bear interest for one day.

  

 Section 1.6.             Deemed
Collections . Upon the occurrence of any Dilution with respect to any Eligible Receivable included in the Borrowing Base, the Borrower
shall be deemed to have received a Deemed Collection in the amount specified in the definition of &ldquo;Deemed Collection,&rdquo; and
the Outstanding Balance of each Pool Receivable affected thereby shall be immediately reduced by the amount of such Dilution. If, after
giving effect to any Dilution (and the reduction of each such Pool Receivable affected thereby), an Overadvance shall exist, the Borrower
shall prepay the Aggregate Revolving Principal to the extent of such Overadvance in accordance with Section 1.3 and Section 2.1(b)(iv) .

  

 Section 1.7.             Interest .

  

 (a)             Prior
to the occurrence of an Amortization Event, the Aggregate Revolving Principal shall accrue Interest for each day at a rate per annum
equal to the applicable Interest Rate. Upon (i) the occurrence and continuance of an Amortization Event and (ii) written notice
from the Administrative Agent (acting at the direction of the Requisite Lenders) to the Borrower and Investment Manager that the Requisite
Lenders are instituting the Default Rate ( provided that the Default Rate shall be automatically instituted, without notice from
the Administrative Agent, upon the occurrence of an Amortization Event occurring under Section 7.1(i) ), the Aggregate Revolving
Principal shall accrue Interest for each day at a rate per annum equal to (x) the applicable Interest Rate plus (y) the
Default Rate. The Requisite Lenders may elect (in their sole discretion) for Default Interest to begin accruing as of the date of the
applicable Amortization Event or as of the date on which written notice is delivered to the Borrower and Investment Manager pursuant to
the foregoing clause (ii) .

  

   5  

  

  

 (b)             At
least four Business Days before each Monthly Payment Date, the Administrative Agent shall calculate the aggregate amount of Interest owing
for the next Payment Date and shall notify the Borrower and Investment Manager of such aggregate amount.

  

 (c)             The
Borrower shall pay to the Administrative Agent for distribution to the Lenders, in accordance with Article II , their respective
Percentages of (i) such accrued and unpaid Interest, which Interest shall be payable in cash in arrears on each Payment Date and
(ii) Shortfall Interest, which Shortfall Interest shall be payable in cash in arrears on each Monthly Payment Date. In addition,
accrued and unpaid Shortfall Interest shall be due and payable to the Lenders if the Revolving Commitments are terminated prior to the
Contractual Maturity Date for any reason (including as a result of acceleration of the Revolving Commitments or otherwise) pursuant to
this Agreement and, for the avoidance of doubt, shall be in addition to, without limitation, any accrued and unpaid interest (other than
Shortfall Interest) due as a result thereof, but without duplication of any Shortfall Interest.

  

 (d)             Minimum
Interest . The interest rates provided for in this Agreement are minimum interest rates. When entering into this Agreement, the parties
have assumed that the interest payable at the rates set out in this Section 1.7 or in other Sections of this Agreement is
not and will not become subject to Swiss Withholding Tax. Notwithstanding that the parties do not anticipate that any payment of interest
will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax is imposed on interest payments, the
payment of interest due by the Borrower shall, in line with and subject to Section 8.5 including any limitations therein and
any obligations thereunder, be increased to an amount which (after making any deduction of the Non-Refundable Portion (as defined below)
of the Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would
have been due had no deduction of the Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated
on the full grossed-up interest amount. For the purposes of this Section, &ldquo;Non-Refundable Portion&rdquo; shall mean the Swiss Withholding
Tax at the standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration confirms
that, in relation to a specific Lender based on an applicable double tax treaty, the Non-Refundable Portion is a specified lower rate,
in which case such lower rate shall be applied in relation to such Lender. The Lenders shall provide to the Borrower and the Investment
Manager all reasonably requested information, and otherwise reasonably cooperate, to obtain such Swiss tax ruling. The Borrower and the
Investment Manager shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for
the Lenders to claim a refund of any Swiss Withholding Tax so deducted.

  

   6  

  

  

 Section 1.8.             Benchmark
Replacement Setting .

  

 (a)             Benchmark
Replacement . Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event
and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark
Replacement is determined in accordance with clause (a)  of the definition of &ldquo;Benchmark Replacement&rdquo; for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance
with clause (b)  of the definition of &ldquo;Benchmark Replacement&rdquo; for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting
at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided
to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document
so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the
Requisite Lenders.

  

 (b)             Benchmark
Replacement Conforming Changes . In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent (acting at the direction of the Requisite Lenders) may make Conforming Changes from time to time, in consultation
with the Borrower and the Investment Manager (on behalf of the Borrower), and, notwithstanding anything to the contrary herein or in any
other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent
of any other party to this Agreement or any other Transaction Document.

  

 (c)             Notices;
Standards for Decisions and Determinations . The Administrative Agent will promptly notify the Investment Manager, the Borrower and
the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection
with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Investment
Manager, Borrower and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d)  below
and (y) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be
made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) subject to the consent of the Investment Manager
(on behalf of the Borrower) pursuant to this Section 1.8 , including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this
 Section 1.8 .

  

 (d)             Benchmark
Unavailability Period . Upon the Investment Manager and Borrower&rsquo;s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Investment Manager, on behalf of the Borrower, may (i) revoke any pending request for an Advance to be made during any
Benchmark Unavailability Period or (ii) request that such Advance be based on ABR.

  

   7  

  

  

 Section 1.9.              Designated
Funding Offices . Each Lender at its option may make any Advance or otherwise perform its obligations hereunder through any funding
office (each, a &ldquo; Designated Funding Office &rdquo;); provided that any exercise of such option shall
not affect the obligation of the Borrower to turn over Collections in accordance with the terms of this Agreement. Any Designated Funding
Office shall be considered part of the applicable Lender; provided that such provisions that would be applicable with respect
to the Advances actually provided by an Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender to the
same extent as such Lender.

  

 Section 1.10.            Fees .

  

 (a)             Restatement
Date Fees. The Borrower has agreed to pay such fees, in the amounts and on the dates, as set forth in the Lender Fee Letter.

  

 (b)             Agent
Fees . The Borrower has agreed to pay to the Administrative Agent and Collateral Agent such fees in the amounts and on the dates as
set forth in the Agent Fee Letter.

  

 (c)             Unused
Facility Fees . The Borrower, has agreed to pay to each Lender, through the Administrative Agent, an &ldquo; Unused Facility Fee &rdquo;
for each day in an amount equal to the product of (i) 0.50% multiplied by (ii) the lesser of (x) the unfunded portion
of such Lender&rsquo;s Revolving Commitments as of the close of business on such day and (y) 30% of such Lender&rsquo;s Revolving
Commitments as of such date multiplied by (iii) 1/360, which Unused Facility Fee shall accrue on each day from the Restatement
Date to (but excluding) the earlier of (A) the Contractual Maturity Date and (B) such other date on which the Revolving Commitments
have been terminated. Accrued and unpaid Unused Facility Fees shall be due and payable in cash in arrears on each Payment Date; provided
that if the Contractual Maturity Date occurs or the Revolving Commitments are terminated for any reason, all accrued and unpaid Unused
Facility Fees shall be due and payable on the earlier of (A) Contractual Maturity Date and (B) such other date on which the
Revolving Commitments have been terminated.

  

 Section 1.11.            Access
to Collections .

  

 (a)             Neither
the Borrower nor the Investment Manager shall, and the Investment Manager shall not permit any other Trinseo Party to, withdraw or otherwise
access cash in the Collection Accounts, unless pursuant to Section 1.11(b)  or in accordance with a payment pursuant to
the payment priority waterfalls in Section 2.1 and 2.2 below.

  

   8  

  

  

 (b)             At
any time after the Restatement Date, the Borrower or the Investment Manager, on behalf of the Borrower, may submit an irrevocable written
notice to the Administrative Agent, the Collateral Agent and the Lenders, in substantially the form set forth as Exhibit II-B
hereto (a &ldquo; Withdrawal Notice &rdquo;) by 11:00 a.m. (New York City time) on any Business Day, to access cash in
any Collection Account (each such withdrawal, a &ldquo; Withdrawal &rdquo;), subject to the following conditions (unless waived
by the Administrative Agent (acting at the direction of the Requisite Lenders)) (i) such a Responsible Officer of Borrower or the
Investment Manager, on behalf of the Borrower certifies in such Withdrawal Notice (A) that there is sufficient cash in the Collection
Accounts or Facility Accounts after giving effect to such Withdrawal to pay the Estimated Senior Cost Amount, (B) that no Potential
Amortization Event or Amortization Event has occurred and is continuing or would result from such Withdrawal ( provided that no
Amortization Event will be deemed to result from such Withdrawal if the Borrower immediately applies the proceeds of such Withdrawal or
other cash to cure such Potential Amortization Event or Amortization Event) and (C) the representations and warranties set forth
in Article III are true and correct in all material respects on and as of date of such Withdrawal Notice (except to the extent
that such representation and warranty is qualified by materiality or Material Adverse Effect, in which instance such representation and
warranty shall be true and correct in all respects) as though made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all
material respects as of such earlier date (except to the extent that such representation and warranty is qualified by materiality or Material
Adverse Effect, in which instance such representation and warranty shall be true and correct in all respects) and (ii) a Daily Report
(as of the Business Day immediately prior to the date of the Withdrawal) is attached to such Withdrawal Notice showing no Overadvance
exists or will result from such Withdrawal before and after the applicable Withdrawal, unless the Borrower is prepaying the Aggregate
Revolving Principal in an aggregate amount equal to such Overadvance on the date of such Withdrawal. The Administrative Agent shall give
each Lender prompt notice of the Administrative Agent&rsquo;s receipt of a Withdrawal Notice.

  

 Section 1.12.            [Reserved].

  

 Section 1.13.            Borrower
Payments without Setoff or Counterclaim . All payments to be made by or on behalf of the Borrower, the Investment Manager, the U.S.
Intermediate Transferor or any Originator under the Transaction Documents shall be calculated and be made without (and free and clear
of any deduction for) set-off or counterclaim.

  

 ARTICLE II.

  

 PAYMENTS
AND COLLECTIONS; WITHDRAWALS AND TRANSFERS; USE OF PROCEEDS

  

 Section 2.1.              Collections
and Payments during the Revolving Period .

  

 (a)             On
each Business Day during the Revolving Period, all Collections shall be administered in accordance with the applicable Servicing Agreement
and Purchase and Sale Agreement and any withdrawal of cash from a Collection Account shall be in accordance with Section 1.11
or Sections 2.1 or 2.2 , as applicable.

  

 (b)             On
each Monthly Payment Date during the Revolving Period, the Borrower shall make (or in the case of Collections held in any Collection Account,
the Borrower shall cause the applicable Servicer, on behalf of the Borrower, to make, or cause to be made), the following payments in
the following order of priority:

  

 (i)               first ,
to the Administrative Agent and the Collateral Agent for each of their own account, an amount equal to the fees pursuant to the Agent
Fee Letter, and any invoiced out-of-pocket expenses, indemnities and any other amounts (if any) payable to the Administrative Agent or
the Collateral Agent under the Transaction Documents that are then due and owing;

  

   9  

  

  

 (ii)             second ,
 to the Administrative Agent for distribution to the Lenders an amount equal to any invoiced out-of-pocket expenses (if any) and indemnities
of the Lenders under Section 8.4 , in each case, that are then due and payable;

  

 (iii)            third ,
to the Administrative Agent for distribution to the Lenders an amount equal to all accrued and unpaid Interest, including any Shortfall
Interest and Unused Facility Fees, in each case accrued since the previous Monthly Payment Date, plus any previously accrued Interest,
including any Shortfall Interest or Unused Facility Fees that is due and payable but remains unpaid;

  

 (iv)             fourth ,
to the Administrative Agent for distribution to the Lenders an amount sufficient to repay the Aggregate Revolving Principal to the extent
required to eliminate any Overadvance pursuant to Section 1.3(d) ;

  

 (v)             fifth ,
to the Administrative Agent for distribution to the Secured Parties an amount equal to all other amounts (if any) then due and owing to
the Secured Parties by the Borrower under the Transaction Documents;

  

 (vi)            sixth ,
to the Corporate Administrator for its own account, an amount equal to the costs, charges and expenses incurred by it for which it is
entitled to be reimbursed under the Corporate Administration Agreement (together with any interest thereon as provided for herein);

  

 (vii)           seventh ,
 t o the Borrower for the costs and expenses of maintaining the Facility Accounts;

  

 (viii)          eighth ,
 ratably , towards payments of fees or other remuneration (if any) payable to the Junior Noteholder, Investment Manager,
Originators and Servicers and any costs, charges and expenses incurred by such Person for which it is entitled to be reimbursed under
this Agreement, the Junior Loan Note Documents the Purchase and Sale Agreements and Servicing Agreements, as applicable, (together with
any interest thereon as provided for therein);

  

 (ix)             ninth ,
 towards payment of any other fees, taxes (including any annual corporation tax), and expenses incurred or payable by the Borrower
in connection with the purchase of Receivables pursuant to the Purchase and Sale Agreements or the borrowing of Advances under this Agreement;

  

 (x)              tenth ,
to pay a monthly fee of &euro;84 to the Borrower;

  

 (xi)             eleventh ,
to the Junior Noteholder an amount equal to all accrued and unpaid interest accrued under the Junior Loan Note Agreement since the previous
Monthly Payment Date, plus any previously accrued interest that is due and payable under the Junior Loan Note Agreement but remains unpaid;

  

 (xii)            twelfth ,
 to the Junior Noteholder an amount sufficient to reduce the Junior Loan Note Obligations to $0;

  

   10  

  

  

 (xiii)           thirteenth ,
to the Originators in respect of any Eligible Purchase Price then due and payable; and

  

 (xiv)           fourteenth ,
to the Originators in respect of any Ineligible Purchase Price then due and payable.

  

 (c)             In
carrying out the foregoing payments under clause (b), amounts received shall be applied in the numerical order provided until exhausted
prior to the application to the next succeeding category

  

 Section 2.2.              Collections
and Payments during the Liquidation Period .

  

 (a)             On
each Payment Date during the Liquidation Period the Borrower shall make (or in the case of Collections held in any Collection Account,
the Borrower shall cause the applicable Servicer, on behalf of the Borrower, to make, or cause to be made) the following payments in the
following order of priority:

  

 (i)               first ,
to the Administrative Agent and the Collateral Agent for each of their own account, an amount equal to the fees, and any invoiced out-of-pocket
expenses, indemnities and any other amounts (if any) payable to the Administrative Agent or the Collateral Agent that are then due and
owing under the Transaction Documents;

  

 (ii)             second ,
to the Administrative Agent for distribution to the Lenders an amount equal to all fees payable to the Lenders under the Transaction Documents
and any invoiced out-of-pocket expenses (if any) of the Lenders under Section 8.4 , in each case, that are then due and payable;

  

 (iii)             third,
 to the Administrative Agent for distribution to the Lenders an amount equal to any due and unpaid Interest, including any Shortfall
Interest and Unused Facility Fees that are due and payable but remain unpaid;

  

 (iv)             fourth,
to the Administrative Agent for distribution to the Lenders an amount sufficient to reduce to $0 the Aggregate Revolving Principal;

  

 (v)              fifth ,
to the Administrative Agent for distribution to the Secured Parties an amount equal to other amounts (if any) then due and owing by the
Borrower to the Secured Parties under the Transaction Documents;

  

 (vi)            sixth ,
to the Corporate Administrator for its own account, an amount equal to the costs, charges and expenses incurred by it for which it is
entitled to be reimbursed under the Corporate Administration Agreement (together with any interest thereon as provided for herein);

  

 (vii)           seventh ,
 t o the Borrower for the costs and expenses of maintaining the Facility Accounts;

  

   11  

  

  

 (viii)          eighth ,
 towards payment of any other fees, taxes (including any annual corporation tax), and expenses incurred or payable by the Borrower
in connection with the purchase of Receivables pursuant to the Purchase and Sale Agreements or the borrowing of Advances under this Agreement;

  

 (ix)             ninth ,
to the Junior Noteholder an amount equal to all due and unpaid interest accrued under the Junior Loan Note Agreement;

  

 (x)              tenth ,
to the Junior Noteholder an amount sufficient to reduce the Junior Loan Note Obligations to $0;

  

 (xi)             eleventh,
 ratably to pay any fees, expenses or other remuneration and indemnity payments payable to the Servicers, Junior Noteholder, Originators
or the Investment Manager in accordance with the applicable Servicing Agreement, Purchase and Sale Agreement, Junior Loan Note Documents
and this Agreement;

  

 (xii)            twelfth ,
to the Originators in respect of any Eligible Purchase Price then due and payable; and

  

 (xiii)           thirteen ,
to the Originators in respect to any Ineligible Purchase Price then due and payable .

  

 (b)             In
carrying out the foregoing payments under clause (a), amounts received shall be applied in the numerical order provided until exhausted
prior to the application to the next succeeding category.

  

 (c)             The
Parties hereto acknowledge and agree that, in the case of an Insolvency Proceeding of any Trinseo Party, all amounts on deposit in any
Collection Account as of the date of the commencement of such Insolvency Proceeding, or deposited any time thereafter, in respect of Collections
for any Purchased Receivable shall not constitute &ldquo;property of the estate&rdquo; under the Bankruptcy Code (or the equivalent concept
under any other Debtor Relief Law), and shall be held in trust to be applied to the Borrower Obligations until such time as all Borrower
Obligations have been indefeasibly paid in full in cash.

  

 Section 2.3.             Interim
Settlement Dates . On each Settlement Date (other than a Monthly Payment Date) prior to the occurrence and continuation of an Amortization
Event, the Borrower shall effect payment of amounts due and payable by the Borrower on such Settlement Date in or towards payment to the
Originator of any Junior Loan Note, Eligible Purchase Price or Ineligible Purchase Price then due and payable (which payment, for the
avoidance of doubt, may be effected by set-off against Collections that would otherwise be payable to the Borrower from the applicable
Originator or U.S. Intermediate Transferor pursuant to the applicable Purchase and Sale Agreement, U.S. Intermediate Transfer Agreement
and Servicing Agreement).

  

 Section 2.4.             Payment
Rescission . No payment of any of the Aggregate Revolving Principal shall be considered paid or applied hereunder to the extent that,
at any time, all or any portion of such payment or application is rescinded by application of Law or judicial authority, or must otherwise
be returned or refunded for any reason. The Borrower shall remain obligated for the amount of any payment or application so rescinded,
returned or refunded, and shall promptly pay to the Administrative Agent for distribution to the Lenders the full amount thereof together
with any Interest thereon from the date of any such rescission, return or refunding.

  

   12  

  

  

 ARTICLE III.

  

 REPRESENTATIONS
AND WARRANTIES

  

 Section 3.1.              Representations
and Warranties of the Borrower . The Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and
the Lenders as of the Restatement Date, each Interim Withdrawal Date and as of each Borrowing Date that:

  

 (a)             Organization
and Qualification . The Borrower, a private designated activity company with limited liability was incorporated under the laws of Ireland
on 29 June 2010. The Borrower is a company duly incorporated and validly existing under the laws of Ireland. The Borrower has all
necessary power and authority under its constitutional documents and is duly qualified, registered or licensed to do business as a company
incorporated under the laws of Ireland and is in good standing in all jurisdictions in which the ownership of its properties or the nature
of its activities or both makes such qualification, registration or licensing necessary, except to the extent that the failure to be so
qualified or licensed could not reasonably be expected to have a Material Adverse Effect.

  

 (b)             Authority;
No Conflict or Violation . The execution and delivery by the Borrower of the Transaction Documents to which it is a party, the performance
of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions
contemplated in this Agreement and the other Transaction Documents to which it is a party, (i) are within the Borrower&rsquo;s power
and authority, (ii) have been duly authorized by all necessary company action on the part of the Borrower and (iii) do not and
will not (A) require any consent or approval of its members, or any authorization, consent, approval, order, filing, registration
or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except
for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement, (B) violate any
provision of (x) any applicable Law or of any order, writ, injunction or decree having applicability to the Borrower and in effect
on the date of such representation or (y) the Organizational Documents of the Borrower, (C) result in a breach of or constitute
a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is
a party or by which it or its properties may be bound or affected, or (D) result in, or require, the creation or imposition of any
Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by the Borrower;
except, with respect to clauses (i)  and (iii)  above, where the failure to so comply with any of the foregoing
could not reasonably be expected to have a Material Adverse Effect.

  

 (c)             Legal
Agreements . This Agreement and each of the other Transaction Documents to which the Borrower is a party have been duly authorized,
executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower, enforceable against it
in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar
Laws affecting the enforcement of creditors&rsquo; rights generally or by general equitable principles.

  

   13  

  

  

 (d)             Compliance
with Laws . The Borrower has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have
a Material Adverse Effect.

  

 (e)             Margin
Regulations . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of
any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.

  

 (f)              Not
an Investment Company; Volcker Rule . The Borrower (i) is not a &ldquo;covered fund&rdquo; under the Volcker Rule and (ii) is
not required to register as an &ldquo;investment company&rdquo; within the meaning of the Investment Company Act.

  

 (g)             Solvency .
No Insolvency Event has occurred in respect of the Borrower and no Insolvency Event will occur in respect of the Borrower in consequence
of its entering into the Transaction Documents to which it is a party or purchasing Receivables under the Purchase and Sale Agreements.

  

 (h)             Sanctions .
(i) The Borrower is not a Sanctioned Person and (ii) the Borrower is in compliance with Anti-Corruption Laws and applicable
Sanctions.

  

 (i)              Compliance
with Anti-Corruption Laws and Sanctions . No use of proceeds of any Advance will violate any Anti-Corruption Laws or applicable Sanctions
or be used to fund any operations in, finance any investments or activities in or with, or make any payments to any Person in the Russian
Federation or the Republic of Belarus.

  

 (j)              Places
of Business and Locations of Records . The Borrower&rsquo;s principal place of business, chief executive office and the other locations
(if any) where its Records are located are at the addresses listed on Exhibit III ; provided that the Borrower
may amend the addresses on Exhibit III hereto at any time upon 15 Business Days&rsquo; prior written notice to the Administrative
Agent.

  

 (k)             Names
and Identification Numbers . The Borrower has not used any legal names, trade names or assumed names within the past five years, other
than the name in which it has executed this Agreement. The Borrower&rsquo;s sole jurisdiction of organization is Ireland and such jurisdiction
has not changed within four months prior to the date of this Agreement.

  

 (l)              Ownership
of Borrower . The entire issued share capital of the Borrower comprises 3 ordinary shares with the following registered shareholders:
(1) one share to Registered Shareholder Services No.3 CLG (previously BADB Charitable Trust Limited), (2) one share to Registered
Shareholder Services No.1 CLG (previously Eurydice Charitable Trust Limited) and (3) one share to Registered Shareholder Services
No.2 CLG (previously MEDB Charitable Trust Limited (collectively, the &ldquo; Share Trustees &rdquo;) and each of such shares
are held by the Share Trustees on trust for charitable purposes under the terms of a declaration of trust dated July 14, 2010.

  

 (m)            Ordinary
Course of Business . Each remittance of Collections by or on behalf of the Borrower to the Lenders and the Administrative Agent under
this Agreement will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs
of the Borrower and (ii) made in the ordinary course of business or financial affairs of the Borrower.

  

   14  

  

  

 (n)             Bulk
Sales Act . No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  

 (o)             Good
Title . The Borrower is the legal and beneficial owner of each Purchased Receivable, together with Collections and, to the extent set
forth in each applicable Purchase and Sale Agreement and U.S. Intermediate Transfer Agreement, the Related Security with respect thereto,
free and clear of any Lien except for Permitted Liens.

  

 (p)             Perfection .

  

 (i)              All
appropriate financing statements, financing statement amendments, continuation statements and other documents have been filed in the proper
filing office in the appropriate jurisdictions under the applicable Law of the Purchase and Sale Agreements in order to perfect (and continue
the perfection of) the sale of the Receivables and Related Security from each Originator to the Borrower pursuant to the applicable Purchase
and Sale Agreement (or from the U.S. Intermediate Transferor pursuant to the U.S. Intermediate Transfer Agreement, as applicable).

  

 (ii)             Assuming
the filing of the financing statement approved by the Borrower on or prior to the Original Closing Date and, to the extent applicable,
on the Restatement Date, and the entry into this Agreement and each other Collateral Document, the Collateral Agent shall have, for the
benefit of the Secured Parties, a valid and perfected Security Interest in the Collateral under the applicable Laws of the Collateral
Documents, free and clear of any Lien except for Permitted Liens.

  

 (iii)            The
Pool Receivables constitute &ldquo;accounts&rdquo; or &ldquo;general intangibles&rdquo; within the meaning of Section 9-102 of the
UCC.

  

 (iv)            Notwithstanding
any other provision of this Agreement or any other Transaction Document, the representation contained in this Section 3.1(p)  shall
be continuing and remain in full force and effect until the Final Payout Date.

  

 (q)             Accuracy
of Information . No written information heretofore furnished by the Borrower or the Investment Manager, on behalf of the Borrower,
to the Administrative Agent or any of the Lenders for purposes of or in connection with this Agreement and the transactions contemplated
hereby, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such information
(taken as a whole) not materially misleading in light of the circumstances under which made, in each case, as of the date such information
is furnished (it being recognized by the Administrative Agent and the Lenders that (i) any projections and forecasts provided by
the Borrower are based on good faith estimates and assumptions believed by the Trinseo Parties to be reasonable as of the date of the
applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts
may materially differ from projected or forecasted results and (ii) no representation is made with respect to information of a general
economic or general industry nature).

  

   15  

  

  

 (r)              Material
Adverse Effect . Since the Original Closing Date, no event other than the commencement of the Chapter 11 Cases by the Investment Manager,
the Parent Guarantor and certain Originators has occurred and is continuing that could reasonably be expected to have a Material Adverse
Effect pursuant to clause (b), (c), (d) or (e) of such definition.

  

 (s)             Opinions .
The facts regarding the Borrower, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions
of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

  

 (t)              Other
Transaction Documents . Each representation and warranty made by the Borrower under each other Transaction Document to which it is
a party is true and correct in all material respects as of the date when made, subject to the qualifications set forth in such Transaction
Document.

  

 (u)             Taxes .
(i) The Borrower has timely filed all federal and material state, local and foreign income and franchise and other material Tax returns,
reports and statements required to be filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax returns
are required to be filed and (ii) all Taxes reflected therein or otherwise due and payable have been paid prior to the date on which
any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except where contested in good faith by
appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP. The Borrower is not subject to tax
on its net income or net profits (however denominated) in any jurisdiction outside of Ireland.

  

 (v)             Tax
Status . The Borrower is a qualifying company within the meaning of section 110 of the Irish Taxes Act. The Borrower is not registered
or liable to be registered (or part of any registration), and will not voluntarily become registered (or part of any registration), for
VAT in the United Kingdom. The Borrower is not, and will not be, treated as a member of any VAT Group.

  

 (w)            Litigation
and Other Proceedings . There are no actions, suits, proceedings, claims, investigations or disputes pending or, to the knowledge of
the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or on behalf of any creditor
of the Parent Guarantor or its Subsidiaries or any other Person against the Parent Guarantor or its Subsidiaries, the Administrative Agent,
the Collateral Agent or any Lender that, either individually or in the aggregate, would reasonably be expected to (i) materially
and adversely affect (A) the validity or enforceability of this Agreement or any other Transaction Document, (B) subject to
the entry of the Interim Order, and when applicable, the Final Order, the consummation of any of the transactions contemplated by this
Agreement or any other Transaction Document, or (C) subject to the entry of the Interim Order, and when applicable, the Final Order,
the performance by a Trinseo Party of its obligations under this Agreement or any other Transaction Document or (ii) result in the
Borrower and its assigns (including the Collateral Agent) failing to have a valid and perfected first priority Security Interest under
the applicable Laws of the United States of America or any applicable state or territory thereof, in the Purchased Receivables and the
Related Security or Collections with respect thereto, free and clear of any Adverse Claim other than Permitted Liens.

  

   16  

  

  

 (x)             Non-consolidation .
The Borrower is operated in such a manner that the separate legal existence of the Borrower, on the one hand, and the Parent Guarantor
and its Subsidiaries, on the other hand, would not be disregarded in the event of the bankruptcy, insolvency reorganization, or other
similar laws relating to or limiting creditors&rsquo; rights generally of the Parent Guarantor or any of its Subsidiaries and, without
limiting the generality of the foregoing, in accordance with (and at all times will comply with) the terms of its Organizational Documents.
Since its formation, the Borrower has not used any company name, tradename or doing-business-as name other than the name in which it has
executed this Agreement.

  

 (y)             Amortization
Events . No event has occurred and is continuing that constitutes an Amortization Event or a Potential Amortization Event (other than
any Amortization Event arising from the commencement of the Chapter 11 Cases that is expressly carved out pursuant to Section 7.1 ).

  

 (z)             No
Other Liens . On the Restatement Date and on each Borrowing Date, none of the properties and assets including the Pool Receivables
(and other Collateral) of the Borrower are subject to any Liens (other than Permitted Liens) not permitted by this Agreement.

  

 (aa)           Ventures
and Subsidiaries; Outstanding Debt . The Borrower has no Subsidiaries and is not engaged in any joint venture or partnership with any
other Person. Other than the Indebtedness arising under this Agreement and the other Transaction Documents and Indebtedness permitted
under Section 5.2(f) , the Borrower has no outstanding Indebtedness.

  

 (bb)           Bank
Accounts . The Facility Accounts are the only bank accounts maintained by the Borrower. Each Facility Account is free and clear of
any Adverse Claim other than Permitted Liens. The Collateral Agent will have a first priority perfected security interest in each Facility
Account and all Collateral on deposit therein upon execution and delivery of a Control Agreement.

  

 Section 3.2.              Representations
and Warranties of the Investment Manager . The Investment Manager hereby represents and warrants to the Administrative Agent and the
Lenders as of the Restatement Date, each Interim Withdrawal Date and as of each Borrowing Date that:

  

 (a)             Organization
and Qualification . The Investment Manager is a company duly incorporated and validly existing under the laws of Ireland and the Investment
Manager has obtained all necessary licenses, approvals and registrations in all jurisdictions in which the conduct of its business (including
in its capacity as the Investment Manager hereunder) requires such qualification, licenses, approvals or registrations, except to the
extent that any such failure could not reasonably be expected to have a Material Adverse Effect.

  

   17  

  

  

 (b)             Authority;
No Conflict or Violation . Subject to entry of the Interim Order, and when applicable, the Final Order, the execution and delivery
by the Investment Manager of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement
and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and
the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate action on the part of the
Investment Manager and do not and will not (A) require any consent or approval of its Board of Directors or equivalent governing
body, or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except
those that have been obtained and are in full force and effect, (B) violate any provision of (x) any applicable Law or of any
order, writ, injunction or decree having applicability to the Investment Manager as of the date of the representation or (y) the
Organizational Documents of the Investment Manager, (C) result in a breach of or constitute a default under (x) any Material
Indebtedness (other than with respect to Material Indebtedness incurred prior to the Filing Date) to which the Investment Manager is a
party or by which it or its properties may be bound or affected (other than any default or breach arising as a result of the commencement
of the Chapter 11 Cases or any stay or injunction imposed thereby) or (y) any other material agreement, lease or instrument to which
the Investment Manager is a party or by which it or its properties may be bound or affected (other than any default or breach arising
as a result of the commencement of the Chapter 11 Cases or any stay or injunction imposed thereby), or (D) other than with respect
to any Lien or other charge or encumbrance imposed upon the entry of the Facility Orders, result in, or require, the creation or imposition
of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by
the Borrower except, with respect to clauses (A) , (B)(x) , (C)(y)  and (D)  above, where the failure
to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

  

 (c)             Legal
Agreements . This Agreement and each of the other Transaction Documents to which the Investment Manager is a party have been duly authorized,
executed and delivered by the Investment Manager, and, subject to entry of the Interim Order and, when applicable, the Final Order, constitute
the legal, valid and binding obligations of the Investment Manager, enforceable against it in accordance with their respective terms.

  

 (d)             Information .

  

 (i)              No
Monthly Report or other written information furnished by the Investment Manager to the Administrative Agent and any Lender for purposes
of or in connection with this Agreement and the transactions contemplated hereby, when taken as a whole, contains any material misstatement
of fact or omits to state any material fact necessary to make such information (taken as a whole) not materially misleading in light of
the circumstances under which made, in each case, as of the date such information is furnished (it being recognized by the Administrative
Agent and the Lenders that (i) any projections and forecasts provided by the Investment Manager are based on good faith estimates
and assumptions believed by the Investment Manager to be reasonable as of the date of the applicable projections or assumptions and that
actual results during the period or periods covered by any such projections and forecasts may materially differ from projected or forecasted
results and (ii) no representation is made with respect to information of a general economic or general industry nature).

  

   18  

  

  

 (ii)             All
such written information heretofore furnished by the Investment Manager to the Administrative Agent or any of the Lenders which pertains
to the Pool Receivables was prepared in accordance with, and reflects practices and procedures that comply in all material respects with,
the applicable Credit and Collection Policy, and there has been no change in the Credit and Collection Policy or application thereof since
the date any such information was so furnished (other than any changes thereto expressly permitted under this Agreement).

  

 (e)             Compliance
with Laws . The Investment Manager (i) shall duly satisfy all obligations on its part to be fulfilled under or in connection with
the Pool Receivables and the related Contracts and (ii) has complied with all applicable Laws the non-compliance with which could
reasonably be expected to have a Material Adverse Effect.

  

 (f)              Other
Transaction Documents . Each representation and warranty made by the Investment Manager under each other Transaction Document to which
it is a party is true and correct in all material respects as of the date when made, subject to the qualifications set forth in such Transaction
Document.

  

 (g)             Servicing
Programs . No license or approval is required for the Administrative Agent&rsquo;s, the Collateral Agent&rsquo;s, or any Servicer&rsquo;s
use of any software or other computer program used by any Servicer, the Investment Manager, any Originator or the U.S. Intermediate Transferor
in the servicing of the Pool Receivables, other than those which have been obtained and are in full force and effect.

  

 (h)             Servicing
of Receivables . Since May 13, 2026, there has been no material adverse change in the ability of each Servicer to service the
Receivables and the Related Security.

  

 (i)              Material
Adverse Effect . Since the Original Closing Date, there has been no Material Adverse Effect (other than with respect to clause (a)  of
the definition thereof) other than the commencement of the Chapter 11 Cases.

  

 (j)              Litigation
and Other Proceedings . Upon the entry of the Interim Order, and, when applicable, the Final Order, there are no actions, suits, proceedings,
claims, investigations or disputes pending or, to the knowledge of the Investment Manager, threatened in writing, at law, in equity, in
arbitration or before any Governmental Authority, by or on behalf of any creditor of the Parent Guarantor or its Subsidiaries or any other
Person against the Parent Guarantor or its Subsidiaries, the Administrative Agent, Collateral Agent or any Lender that, either individually
or in the aggregate, would reasonably be expected to materially and adversely affect (A) the validity or enforceability of this Agreement
or any other Transaction Document, (B) the consummation of any of the transactions contemplated by this Agreement or any other Transaction
Document, or (C) the performance by a Trinseo Party of its obligations under this Agreement or any other Transaction Document.

  

 (k)             Taxes .
(i) The Investment Manager has timely filed all income and other material state, local and foreign income and franchise and other
material Tax returns, reports and statements required to be filed with the appropriate Governmental Authorities in all jurisdictions in
which such Tax returns are required to be filed and (ii) all Taxes, charges and other impositions reflected therein or otherwise
due and payable have been paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment
thereof except where contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance
with GAAP.

  

   19  

  

  

 (l)              Adverse
Selection . No selection procedures were used to allocate Eligible Receivables to the Borrower that would result in such Eligible Receivables
being less desirable or valuable, taken as a whole, than other comparable Receivables originated by the Originators (or sold by the U.S.
Intermediate Transferor to the Borrower); provided that selection procedures that address different eligibility criteria
and other similar terms relative to other credit facilities or receivables sale arrangements shall not be deemed to violate this clause
(n).

  

 (m)            Anti-Corruption
Laws and Applicable Sanctions. Each of the Parent Guarantor and its Subsidiaries has implemented and maintains in effect policies
and procedures designed to ensure compliance by the Parent Guarantor, its Subsidiaries and their respective directors, officers, employees
and agents, with Anti-Corruption Laws and applicable Sanctions, and each of the Parent Guarantor, its Subsidiaries and their respective
officers and directors and, to the knowledge of the Investment Manager, their respective employees and agents, are in compliance with
Anti-Corruption Laws and applicable Sanctions and are not engaged in any activity that would reasonably be expected to result in the Investment
Manager, the Parent Guarantor or any of its Subsidiaries as being designated as a Sanctioned Person. None of the Investment Manager, the
Parent Guarantor or any of its Subsidiaries, or to the knowledge of the Investment Manager, any of their respective directors, officers,
employees or agents, is a Sanctioned Person.

  

 (n)             Accounting
Methodology . Since the Restatement Date, neither the Investment Manager nor any Originator or Servicer has, without the prior written
consent of the Administrative Agent (acting at the direction of the Requisite Lenders), modified its accounting policies or methodology
or financial reporting practices, in each case, with respect to determining the Dilution of any Pool Receivable for purposes of the Transaction
Documents.

  

 (o)             Financial
Information . All balance sheets, all statements of income and of cash flow and all other financial information of the Parent Guarantor
and its consolidated Subsidiaries (other than projections) furnished to the Administrative Agent or any of the Lenders and described in
 Section 5.1 have been or will be prepared in accordance with GAAP and do or will present fairly in all material respects the
financial condition and results of operations of the Parent Guarantor and its consolidated Subsidiaries, as applicable, as at such dates
and for such periods in accordance with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal
year-end audit adjustments and the absence of footnotes.

  

 (p)             Opinions .
The facts regarding the Trinseo Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of
the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material
respects.

  

   20  

  

  

 (q)             The
Collection Accounts .

  

 (i)              Nature
of U.S. Collection Accounts . Each of the U.S. Collection Accounts constitutes a &ldquo;deposit account&rdquo; within the meaning of
the applicable UCC.

  

 (ii)             Ownership .
Each of the Collection Accounts is in in the name of the applicable Originator as set forth on Exhibit IV hereto, and each
Originator owns and has good and marketable title to each such Collection Account free and clear of any Adverse Claim other than Permitted
Liens.

  

 (iii)            Control
Agreement . Each Collection Account shall be subject to a Control Agreement pursuant to which each applicable Collection Bank may be
directed, following an Amortization Event, to comply with the instructions originated by the Collateral Agent directing the disposition
of funds in such Collection Account without further consent by the Borrower, the Investment Manager, the U.S. Intermediate Transferor,
any Servicer, any Originator or any other Person. The Originators have not granted any Person (other than the Originators, Servicers,
Collateral Agent, the Investment Manager and their respective assigns) access to or control of any Collection Account, or the right to
take dominion and control of any such Collection Account at a future time or upon the occurrence of a future event. To the extent that
funds other than Collections are deposited into any Collection Account, the Borrower or applicable Servicer can promptly trace and identify
which funds constitute Collections.

  

 (iv)            Collections .
The Obligors have been directed to make payments on the Purchased Receivables directly to a Collection Account, (ii) the conditions
and requirements set forth in Sections 5.1(y) , and 6.2 have at all times been satisfied in all material respects and duly
performed in all material respects by the Borrower, Servicers or the Investment Manager, as applicable, and (iii)  Exhibit IV
hereto sets forth the names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts and Facility
Accounts, and such information is true and correct.

  

 (v)             Instructions .
None of the Borrower, the Investment Manager, the U.S. Intermediate Transferor, Servicers or the Originators has consented to the applicable
Collection Bank complying with instructions from any Person other than the Originators, Servicers, Investment Manager and Collateral
Agent in respect of any Collection Account.

  

 (vi)            Eligible
Bank . Each Collection Account shall be held at an Eligible Bank.

  

   21  

  

  

 (r)              Compliance
with the Swiss Non-Bank Rules .

  

 (i)              Each
Swiss Originator is in compliance with the Swiss Non-Bank Rules; provided, however, that a Swiss Originator shall not be in breach of
this representation if the permitted number of Swiss Non-Qualifying Lenders is exceeded solely by reason of:

  

 (1) a failure by one or more Lenders or Participants to comply with their obligations under Section 10.1 ;
or

  

 (2) a confirmation made by one or more Lenders or Participants to be one single Swiss Non-Qualifying Lender
is incorrect; or

  

 (3) one or more Lenders or Participants ceasing to be a Swiss Qualifying Lender (to the extent such Lender
or Participant is confirmed to be a Swiss Qualifying Lender) as a result of any reason attributable to such Lender or Participant; or

  

 (4) an assignment or participation under this Agreement to a Swiss Non-Qualifying Lender after the occurrence
of an Amortization Event.

  

 (ii)             For
the purposes of this Section 3.2(r) , the Investment Manager shall assume that the aggregate number of Lenders or Participants
under this Agreement which are Swiss Non-Qualifying Lenders is ten.

  

 (s)             Effectiveness
of Orders . The Interim Order or Final Order, as applicable, and the Eligible DIP Order are each in full force and effect and have
not been vacated, reversed, stayed, modified or amended (other than any modification or amendment approved in writing by each of the Administrative
Agent and each Lender).

  

 (t)              Compliance
with Orders . The Investment Manager and each other Debtor is in compliance in all material respects with the Facility Orders and the
Eligible DIP Order, in each case to the extent applicable to such Person.

  

 ARTICLE IV.

  

 CONDITIONS
OF CLOSING AND FUNDING

  

 Section 4.1.             [Reserved] .

  

 Section 4.2.             Conditions
Precedent to the Restatement Date . The effectiveness of the Restatement Date is subject to the satisfaction (or waiver) of the following
conditions precedent, except as otherwise agreed between the Borrower and the Lenders:

  

 (a)             Credit
Agreement . The Administrative Agent shall have received on or before the Restatement Date a copy of this Agreement, duly executed
by the Borrower, the Investment Manager, the Administrative Agent, the Collateral Agent and the Lenders;

  

 (b)             Other
Transaction Documents . The Administrative Agent shall have received on or before the Restatement Date copies of the following documents,
duly executed by the parties thereto, in each case in form and substance satisfactory to the Administrative Agent:

  

 (i)              The
Amendment and Restatement Agreement;

  

   22  

  

  

 (ii)             Each
Purchase and Sale Agreement;

  

 (iii)            The
U.S. Intermediate Transfer Agreement;

  

 (iv)            Each
Servicing Agreement;

  

 (v)             The
Lender Fee Letter;

  

 (vi)            The
Agent Fee Letter;

  

 (vii)           The
Parent Guaranty;

  

 (viii)          The
Borrower Power of Attorney;

  

 (ix)             The
Corporate Services Agreement;

  

 (x)              The
U.S. Intermediate Transferor Receivables Power of Attorney;

  

 (xi)             Each
Control Agreement;

  

 (xii)            The Swiss Security Amendment and Restatement Agreement;

  

 (xiii)           The
German Security Amendment Agreement; and

  

 (xiv)          The
Junior Loan Note Agreement and all other Junior Loan Note Documents.

  

 (c)             Legal
Opinions . Counsel for the Investment Manager, the Parent Guarantor, the Borrower, the U.S. Intermediate Transferor, Servicers and
the Originators will deliver the following legal opinions, as applicable, and under applicable Laws, in each case, dated as of the Restatement
Date and addressed to the Administrative Agent, Collateral Agent and the Lenders, in form and substance reasonably satisfactory to the
Administrative Agent and the Lenders:

  

 (i)              A
legal opinion from Latham & Watkins LLP:

  

 (1) as to (i) the enforceability of the applicable U.S. Transaction Documents and the Dutch Purchase
and Sale Agreement (New York Law) and Liens granted by the U.S. Intermediate Transferor and the U.S. Originators in respect of the applicable
U.S. Transaction Documents and the Dutch Purchase and Sale Agreement (New York Law), (ii) no conflicts with the DIP Credit Agreement
and (iii) such other customary opinions under New York law and the federal laws of the United States of America; and

  

 (2) a Delaware limited liability company opinion (including corporate authority, execution and delivery) and
perfection opinion as to the U.S. Intermediate Transferor, Trinseo LLC and Altuglas LLC under the applicable U.S. Transaction Documents.

  

   23  

  

  

 (ii)             A
Kentucky limited liability company opinion from Stites & Harbison PLLC (including corporate authority, execution and delivery),
and perfection as to Aristech Surfaces LLC addressed to the Administrative Agent and Lenders.

  

 (iii)            A
Luxembourg legal opinion from Loyens & Loeff Luxembourg S.&agrave; r.l. regarding the corporate authority of the Parent Guarantor
and the execution by the Parent Guarantor of the Parent Guaranty.

  

 (iv)            A
German legal opinion from Latham & Watkins LLP regarding the capacity of the German Originator to enter into the German Security
Amendment Agreement.

  

 (v)             A
German legal opinion from Orrick, Herrington & Sutcliffe LLP regarding (i) true sale aspects and (ii) the enforceability
of the German Security Amendment Agreement.

  

 (vi)            An
Irish legal opinion from McCann FitzGerald LLP regarding the corporate authority of the Investment Manager and the Borrower and the execution
by the Investment Manager and the Borrower to execute the applicable Transaction Documents.

  

 (vii)           An
Irish legal opinion from McCann FitzGerald LLP regarding certain Irish taxation matters relating to certain of the Transaction Documents.

  

 (viii)          A
Swiss legal opinion from Homburger AG regarding (i) true sale under the Swiss Purchase and Sale Agreement and (ii) the capacity,
corporate authority and due execution of each Swiss Originator relating to the applicable Transaction Documents to which it is a party
and the enforceability of the Swiss Purchase and Sale Agreement and the Swiss Security Assignment Agreement.

  

 (ix)             A
Dutch law legal opinion from Loyens & Loeff (including corporate authority, execution, enforceability of relevant Transaction
Documents) as to the Dutch Originator.

  

 (x)             Tax
ruling by the Swiss Federal Tax Administration in form and substance satisfactory to the Lenders.

  

   24  

  

  

 (d)             U.S.
Originator Corporate Deliverables and UCC Filings .

  

 (i)              A
certificate of the secretary or other responsible officer of each U.S. Originator, dated as of the Restatement Date, and certifying (a) that
attached thereto is a true and complete copy of the organizational documents (including all amendments or other modifications thereto)
of each such U.S. Originator, as in effect on the Restatement Date, (b) that attached thereto is a true and complete copy of the
resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of each such U.S. Originator
authorizing the execution, delivery and performance of the U.S. Transaction Documents to which it is a party and the transactions contemplated
thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect, and (c) the
specimen signature of each officer executing the U.S. Transaction Documents to which it is a party or any other document delivered in
connection therewith on behalf of each such U.S. Originator (on which certificates the U.S. Intermediate Transferor and the Borrower may
conclusively rely until such time as the U.S. Intermediate Transferor and the Borrower shall receive from a U.S. Originator a revised
certificate with respect to such U.S. Originator meeting the requirements of this paragraph).

  

 (ii)             Copies
of the latest versions of the organizational documents of each U.S. Originator certified as of a recent date by the appropriate authority
of the jurisdiction of each such U.S. Originator to be a true and up to date copy of the original, attached as a schedule to the certificate
provided under paragraph (i) above;

  

 (iii)            Certificates
of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of each U.S. Originator&rsquo;s
jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (i) above; and

  

 (iv)            Copies
of a proper financing statement, filed and recorded at each U.S. Originator&rsquo;s expense, naming the relevant U.S. Originator as the
seller and the U.S. Intermediate Transferor as the purchaser or assignee of the U.S. Purchased Receivables, in proper form for filing
in the appropriate jurisdictions to perfect the U.S. Intermediate Transferor&rsquo;s ownership interest in such U.S. Purchased Receivables
under the UCC.

  

 (e)             U.S.
Intermediate Transferor Corporate Deliverables .

  

 (i)             A
certificate of the secretary or other responsible officer of the U.S. Intermediate Transferor, dated as of the Restatement Date, and certifying
(a) that attached thereto is a true and complete copy of the organizational documents (including all amendments or other modifications
thereto) of the U.S. Intermediate Transferor, as in effect on the Restatement Date, (b) that attached thereto is a true and complete
copy of the resolutions of the board of directors (or committee thereof), directors, managers or members, as the case may be, of the U.S.
Intermediate Transferor authorizing the execution, delivery and performance of the U.S. Transaction Documents to which it is a party and
the transactions contemplated hereby and thereby, and that such resolutions have not been amended, modified, revoked or rescinded and
are in full force and effect, and (c) the specimen signature of each officer executing the U.S. Transaction Documents to which it
is a party;

  

   25  

  

  

 (ii)             Copies
of the latest versions of the organizational documents of the U.S. Intermediate Transferor certified as of a recent date by the appropriate
authority of the jurisdiction of the U.S. Intermediate Transferor to be a true and up to date copy of the original, attached as a schedule
to the certificate provided under paragraph (i) above;

  

 (iii)            Certificates
of good standing (if applicable), dated as of a recent date, from the Secretary of State or other appropriate authority of the U.S. Intermediate
Transferor&rsquo;s jurisdiction of organization, attached as a schedule to the certificate provided under paragraph (i) above;

  

 (iv)            A
Solvency Certificate in respect of the U.S. Intermediate Transferor in form and substance satisfactory to the Lenders, dated as of the
Restatement Date;

  

 (v)             Copies
of a proper financing statement, filed and recorded at each U.S. Originator&rsquo;s expense, naming the U.S. Intermediate Transferor as
the seller and the Borrower as the purchaser of the U.S. Purchased Receivables, in proper form for filing in the appropriate jurisdiction
to perfect the Borrower&rsquo;s ownership interest in such U.S. Purchased Receivables under the UCC.

  

 (f)              Parent
Guarantor Corporate Deliverables .

  

 (i)              Copies
of the latest versions of the constitutional documents of the Parent Guarantor certified by the Parent Guarantor to be a true and up to
date copy of the original;

  

 (ii)             Copies
of the resolutions, in form and substance satisfactory to the Lenders, of the board of managers of the Parent authorizing the execution,
delivery and performance of the Parent Guaranty, certified by a manager of the Parent Guarantor as of the Restatement Date which certificate
shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded;

  

 (iii)            Delivery
of a closing certificate dated as of the Restatement Date from the Parent Guarantor including a certificate as to the incumbency and signature
of the managers or other attorneys authorized to sign the Parent Guaranty on behalf of the Parent Guarantor, certified by any manager
of the Parent Guarantor;

  

 (iv)            Up
to date excerpt of the Luxembourg Register of Commerce and Companies in respect of the Parent Guarantor dated no earlier than five (5) calendar
days prior to the Restatement Date; and

  

 (v)             Up
to date excerpt of the non-registration certificate ( certificat de non-inscription d'une d&eacute;cision judiciaire ou de dissolution
administrative sans liquidation ) from the Luxembourg Insolvency Register ( Registre de l'Insolvabilit&eacute;, Luxembourg ) (REGINSOL)
held and maintained by the Luxembourg Register of Commerce and Companies in respect of the Parent Guarantor dated no earlier than five
(5) calendar days prior to the Restatement Date.

  

   26  

  

  

 (g)             Dutch
Originator Corporate Deliverables .

  

 (i)              Copies
of the latest versions of the constitutional documents of the Dutch Originator certified by the Dutch Originator to be a true and up to
date copy of the original;

  

 (ii)             Copies
of the resolutions, in form and substance satisfactory to the Administrative Agent, authorizing the execution, delivery and performance
of the Dutch Transaction Documents that that the Dutch Originator is a party to, certified by an officer of the Dutch Originator as not
having been amended, modified, revoked or rescinded on the Restatement Date;

  

 (iii)            Delivery
of a closing certificate dated as of the Restatement Date from the Dutch Originator including a certificate as to the incumbency and signature
of the officers or other employees authorized to sign the Dutch Transaction Documents on behalf of the Dutch Originator and any certificate
or other document to be delivered pursuant thereto, certified by the company secretary or a manager of the Dutch Originator together with
evidence of the incumbency of such company secretary or director;

  

 (iv)            An
electronic excerpt of the commercial register in respect of the Dutch Originator dated no earlier than five (5) calendar days prior
to the Restatement Date; and

  

 (v)             A
Solvency Certificate in respect of the Dutch Originator in form and substance satisfactory to the Lenders, dated as of the Restatement
Date.

  

 (h)             Swiss
Corporate Deliverables .

  

 (i)              Copies
of the latest versions of the articles of association of each Swiss Originator certified by the Commercial Register to be a true and up
to date copy of the original;

  

 (ii)             Copies
of the resolutions, in form and substance satisfactory to the Lenders, of (y) the board of directors or the managing officers, as
applicable of each Swiss Originator (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to
which such Swiss Obligor is a party, (ii) authorizing the execution, delivery and performance of the Swiss Transaction Documents
to which such Swiss Originator is party and (iii) authorizing a specified person or persons to execute the Transaction Documents
and to sign and/or dispatch all documents and notices to be signed and/or dispatched by such Swiss Originator under or in connection with
the Transaction Documents to which it is a party on its behalf and (z) of the shareholders or quotaholders, as applicable, of each
Swiss Originator (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which such Swiss
Obligor is a party and (ii) authorizing the execution, delivery and performance of the Transaction Documents to which such Swiss
Originator is party;

  

   27  

  

  

 (iii)            Delivery
of a closing certificate dated as of the Restatement Date from each Swiss Originator (i) certifying that the resolutions pursuant
to Section 4.1(h)(ii)  above have not been amended, modified, revoked or rescinded, (ii) including a certificate
as to the incumbency and signature of the directors or managing officers, as applicable, or other attorneys authorized to sign the Swiss
Transaction Documents to which such Swiss Originator is a party on behalf of such Swiss Originator and (iii) including any certificate
or other document to be delivered pursuant thereto, certified by any director or managing officer, as applicable of such Swiss Originator
together with evidence of the incumbency of such director or managing officer, as applicable;

  

 (iv)            A
copy of an up to date Commercial Register excerpt in respect of each Swiss Originator dated no earlier than ten (10) Business Days
prior to the Restatement Date; and

  

 (v)             A
Solvency Certificates in respect of each of the Swiss Originator in form and substance satisfactory to the Lenders, dated as of the Restatement
Date.

  

 (i)      
        German Originator Corporate Deliverables .

  

 (i)        
      Copies of the latest versions of the constitutional documents of the German Originator, including
the commercial register excerpt ( Handelsregisterauszug ) not earlier than five (5) calendar days prior to the Restatement
Date, the articles of association and a copy of the shareholders&rsquo; list ( Gesellschafterliste );

  

 (ii)             Copies
of the resolutions, in form and substance satisfactory to the Lenders, of the shareholders of the German Originator authorizing the execution,
delivery and performance of the German Security Amendment Agreement to which the German Originator is a party, certified by a managing
director of the German Originator as of the Restatement Date which certificate shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded; and

  

 (iii)            Delivery
of a closing certificate dated as of the Restatement Date from the German Originator including the constitutional documents of the German
Originator and specimen signatures of the officers or other employees authorized to sign the German Security Amendment Agreement on behalf
of the German Originator and certifying that each copy document relating to it specified in this paragraph (i) (German Originator
Corporate Deliverables) and attached to the certificate is correct, complete and in full force and effect and has not been amended or
superseded as at the date no earlier than the certificate.

  

   28  

  

  

 (j)              Borrower
Corporate Deliverables .

  

 (i)             Copies
of the latest versions of the constitutional documents of the Borrower certified by the Borrower to be a true and up to date copy of the
original;

  

 (ii)             Delivery
of a closing certificate dated as of the Restatement Date from the Borrower with the other conditions precedent to be delivered scheduled
thereto, certified by the company secretary or an officer of the Borrower;

  

 (iii)            Copies
of the resolutions, in form and substance satisfactory to the Lenders, of the board of directors of the Borrower authorizing the execution,
delivery and performance of this Agreement and the Transaction Documents to which it is a party, certified by an officer of the Borrower
as of the Restatement Date which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked
or rescinded;

  

 (iv)            A
certified copy of the power of attorney granted by the Borrower to the attorneys of the Borrower authorized to sign this Agreement and
the Transaction Documents on behalf of the Borrower; and

  

 (v)             Written
search reports, listing all effective financing statements that name the Borrower as debtor or assignor and that are filed in the jurisdictions
which filings were made pursuant to Section 4.2(e)(v)  and in any other jurisdictions that the Collateral Agent (acting
at the direction of the Requisite Lenders) reasonably determines are necessary or appropriate, together with copies of such financing
statements, and tax and judgment lien searches of the Borrower showing no such Liens exist that are not Permitted Liens or otherwise permitted
by the Transaction Documents.

  

 (k)             Investment
Manager Corporate Deliverables .

  

 (i)              Copies
of the latest versions of the constitutional documents of the Investment Manager certified by the Investment Manager to be a true and
up to date copy of the original;

  

 (ii)             Copies
of the resolutions, in form and substance satisfactory to the Lender, of the board of directors of the Investment Manager authorizing
the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party certified by an officer
of the Investment Manager as of the Restatement Date, which certificate shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded;

  

 (iii)            Delivery
of a closing certificate dated as of the Restatement Date from the Investment Manager including a certificate as to the incumbency and
signature of the directors or other attorneys authorized to sign this Agreement and the other Transaction Documents to which it is a party
on behalf of the Investment Manager and any certificate or other document to be delivered pursuant thereto, certified by an officer of
the Investment Manager together with evidence of the incumbency of such manager.

  

   29  

  

  

 (iv)            A
copy of searches in the Companies Registration Office/Petitions Office in respect of the Investment Manager and dated no earlier than
five (5) calendar days prior to the Restatement Date.

  

 (l)              Representations
and Warranties . The representations and warranties set forth in Article III are true and correct in all material respects
as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case
such representations and warranties shall remain true and correct in all material respects as of such earlier date; provided that
(x) any representation and warranty that is qualified as to &ldquo;materiality,&rdquo; &ldquo;Material Adverse Effect&rdquo; or similar
language shall be true and correct in all respects on the Restatement Date, or on such earlier date, as the case may be and (y) the
representations and warranties set forth in Article III (and in the other Transaction Documents) shall not be required to
be true and correct to the extent such representations and warranties relate to the solvency, liquidity, financial condition or ability
to pay debts of any Originator, any Servicer, the Investment Manager or the Parent Guarantor (other than the Borrower or the U.S. Intermediate
Transferor) and are false solely as a result of or in connection with the commencement of the Chapter 11 Cases.

  

 (m)            Amortization
Event . No event has occurred and is continuing that constitutes a Potential Amortization Event or an Amortization Event (other than
any Amortization Event arising from or in connection with the commencement of the Chapter 11 Cases that is expressly carved out pursuant
to Section 7.1 ).

  

 (n)             Fees
and Expenses . The Borrower or the Investment Manager shall have paid the fees specified in the Agent Fee Letter, Lender Fee Letter
and all other reasonable and documented fees and expenses (including reasonable and documented legal fees and expenses) incurred by the
Administrative Agent, the Collateral Agent and the Lenders required to be paid by the Borrower or the Investment Manager to the extent
invoiced one Business Day prior to the Restatement Date, on the Restatement Date.

  

 (o)             Daily
Report and Borrowing Notice . The Administrative Agent and each Lender shall have received a completed Daily Report (with respect to
the Borrowing Base as of the Restatement Date) and a Borrowing Notice for the Advance to be made on the Initial Funding Date.

  

 (p)             Existing
Credit Agreement . Simultaneous with the funding of the Advances on the Restatement Date, all principal, premium, interest, fees and
other amounts due or outstanding under the Existing Credit Agreement shall have been repaid in full, and the Administrative Agent and
Lenders shall have received reasonably satisfactory evidence thereof.

  

 (q)             Field
Exam . The Lenders shall have received a copy of the final version of the Due Diligence Report of Atlantic Risk Management in form
and substance reasonably satisfactory to the Requisite Lenders.

  

 (r)             Financial
Projections . The Administrative Agent and the Lenders shall have received all historical and projected financials of the Investment
Manager and each Originator requested by the Lenders, including all details requested concerning revenue.

  

   30  

  

  

 (s)             Facility
Orders . The Bankruptcy Court shall have entered the Interim Order (and, to the extent then required to be in effect, the Final Order),
in each case (i) in form and substance reasonably satisfactory to the Administrative Agent and each Lender, (ii) which shall
be in full force and effect and shall not have been vacated, reversed, stayed, modified or amended (other than as approved in writing,
not to be unreasonably withheld, by the Administrative Agent and each Lender), and (iii) which shall provide the Administrative Agent,
the Collateral Agent and each of the other Secured Parties with the protections of section 364(e) of the Bankruptcy Code with respect
to any priority or lien granted, or debt incurred, pursuant to such Facility Order.

  

 (t)              DIP
Facility . (i) The Bankruptcy Court shall have entered the Eligible DIP Order(s), which Eligible DIP Order shall be in full force
and effect and shall not have been vacated, reversed, stayed, modified or amended (other than as approved in writing, such approval not
to be unreasonably withheld, by the Administrative Agent and each Lender), and (ii) the DIP Facility approved thereby shall constitute
an Eligible DIP Facility.

  

 (u)             First
Day Orders . The Administrative Agent and each Lender shall have received (i) evidence that all &ldquo;first day orders&rdquo;
(including a cash management order) and all related pleadings intended to be entered on or prior to the entry of the Interim Order shall
have been entered by the Bankruptcy Court and shall be, with respect to the provisions thereof that have a material effect on the Secured
Parties or their rights and interests in the Collateral, in form and substance reasonably satisfactory to the Administrative Agent and
the Lenders, and (ii) forms of any &ldquo;second day orders&rdquo; filed but not yet entered, which forms shall be in form and substance
reasonably satisfactory to the Administrative Agent and each Lender with respect to the provisions thereof that have a material effect
on the Secured Parties or their rights and interests in the Collateral.

  

 (v)             Purchase
Agreements . The Administrative Agent and the Lenders shall have received evidence of the execution and satisfaction of all conditions
precedent to each Purchase and Sale Agreement.

  

 (w)            Due
Diligence . The Administrative Agent and the Lenders shall have received all due diligence materials requested by the Lenders related
to the Receivables, including historical accounts, receivable aging and roll-forward data, in each case in form and substance satisfactory
to the Lenders.

  

 (x)             KYC .
The Administrative Agent shall have received (x) all documentation and other information regarding the Borrower requested in connection
with applicable &ldquo;know your customer&rdquo; and anti-money laundering…

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