Trinseo PLC

Current report (Form 8-K) · Jun 12, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

TSEOQ

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 12, 2026

Overview Analysis Documents(7)Full text Exhibits(1)

Type

EX-10.2

File

tm2617803d1_ex10-2.htm

Document text
EX-10.2 · tm2617803d1_ex10-2.htm EX-10.2 2 tm2617803d1_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 · tm2617803d1_ex10-2.htm

EX-10.2
 2
 tm2617803d1_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…

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