Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2024

Trinseo PLC

(Exact name of registrant as specified in its charter)

Ireland		001-36473		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

440 East Swedesford Road, Suite 301

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

(610) 240-3200

(Telephone number, including area code)

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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading symbol	Name of Exchange on which registered
Ordinary Shares, par value $0.01 per share	TSE	New York Stock Exchange

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

Emerging growth company ¨

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

Item 1.01 Entry into a Material Definitive Agreement

Entry into Supplemental Indentures

On December 13, 2024, pursuant to the transaction support agreement dated December 9, 2024 (the “Support Agreement”) previously disclosed by Trinseo PLC (the “Company”), two subsidiaries of the Company, Trinseo Materials Operating S.C.A (“Trinseo Materials Operating”) and Trinseo Holding S.à r.l. (“Trinseo Holdings”) were merged, with Trinseo Holdings as the surviving entity (the “LuxCo Merger”).

In connection with the LuxCo Merger, on December 13, 2024, Trinseo Materials Operating and Trinseo Materials Finance, Inc. (together, the “Existing Issuers”), Trinseo Holdings, the guarantors party to the indentures described below, and The Bank of New York Mellon entered into: (a) a sixth supplemental indenture to the indenture governing the Existing Issuers’ outstanding 5.375% Senior Notes due 2025, dated as of August 29, 2017 (as amended, supplemented or otherwise modified, the “2025 Notes Indenture”); and (b) a sixth supplemental indenture to the indenture governing the Existing Issuers’ outstanding 7.625% Senior Notes due 2029 (the “2029 Notes”), dated as of March 24, 2021 (as amended, supplemented or otherwise modified, the “2029 Notes Indenture”), pursuant to the which Trinseo Holdings expressly assumed all of the obligations of Trinseo Materials Operating, as the primary issuer, under the 2025 Notes Indenture and 2029 Notes Indenture.

The foregoing description of the sixth supplemental indenture to the 2025 Notes Indenture and the sixth supplemental indenture to the 2029 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of each supplemental indenture, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Entry into Credit Agreement Amendments

Pursuant to the Support Agreement and in connection with the LuxCo Merger, on December 12, 2024, certain of the Company’s subsidiaries entered into and directed their respective applicable administrative agent to enter into, as applicable, (i) an amendment to that certain credit agreement dated as of September 6, 2017 (the “OpCo Credit Agreement” and such amendment, the “OpCo Credit Agreement Amendment”), and (ii) a second amendment to that certain credit agreement dated September 8, 2024 (the “Super Holdco Credit Agreement,” and such amendment, together with the OpCo Credit Agreement Amendment, the “Credit Agreement Amendments”).

Pursuant to the Credit Agreement Amendments, each of the OpCo Credit Agreement and the Super HoldCo Credit Agreement were amended to expressly permit the LuxCo Merger and all transactions associated therewith, including (i) the express assumption by Trinseo Holdings of all rights and obligations of Trinseo Materials Operating as the lead borrower under the OpCo Credit Agreement, (ii) the release of Trinseo Luxco S.á r.l. (“Trinseo LuxCo”) as a guarantor under the Super HoldCo Credit Agreement and its subsequent joinder under the OpCo Credit Agreement (iii) the transfer of all outstanding equity interests in Trinseo Luxco Finance SPV S.á r.l. by Trinseo LuxCo to the Company and (iv) the joinder of the Company as a guarantor under the Super HoldCo Credit Agreement.

The foregoing description of the Credit Agreement Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, copies of which are attached to this Current Report on Form 8-K as exhibits 10.3 and 10.4 and incorporated herein by reference.

Item 8.01. Other Events.

Launch of Exchange Offer

On December 16, 2024, the Company issued a press release announcing that certain of its direct and indirect subsidiaries have commenced the previously-announced exchange offer and consent solicitation with respect to the 2029 Notes.

A copy of the press release announcing the exchange offer and consent solicitation is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Sixth Supplemental Indenture to the indenture dated as of August 19, 2017, by and among Trinseo Materials Operating S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., the Guarantors named therein, and The Bank of New York Mellon, as trustee, dated December 13, 2024.
10.2		Sixth Supplemental Indenture to the indenture dated as of March 24, 2021, by and among Trinseo Materials Operating S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., the Guarantors named therein, and The Bank of New York Mellon, as trustee, dated December 13, 2024.
10.3		2024 LuxCo Merger Amendment, dated as of December 12, 2024, to the Existing Credit Agreement, by and among Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., Trinseo LuxCo S.à r.l. Deutsche Bank AG New York Branch, as Administrative Agent, dated December 12, 2024.
10.4		Second Amendment to Credit Agreement by and among Trinseo LuxCo S.à.r.l., Trinseo NA Finance LLC, Trinseo LuxCo Finance SPV S.à.r.l., Trinseo NA Finance SPV LLC, Trinseo PLC, and Alter Domus (US) LLC, as Administrative Agent, dated December 12, 2024.
99.1		Press Release announcing exchange offer and consent solicitation with respect to 2029 Notes, dated December 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note on Forward-Looking Statements

This Current Report contains forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” “estimate,” “see,” “outlook,” “will,” “may,” “might,” “tend,” “assume,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of similar meaning. Examples of forward-looking statements include, without limitation, statements concerning our ability to consummate the proposed exchange offer and consent solicitation and the timing thereof, and other statements which are not statements of historical facts. Forward-looking statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding its business, the economy, its current indebtedness, accessibility of debt markets, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Specific factors that may cause future results to differ from those expressed by the forward-looking statements, or otherwise impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction support agreement; our ability to consummate the note exchange offer and the solicitation of lender consents; the ability to satisfy closing conditions to the completion of the proposed transactions described in the transaction support agreement; the Company’s ability to achieve the anticipated benefits from the proposed transactions described in the transaction support agreement; other risks related to the completion of the proposed transactions described in the transaction support agreement and actions related thereto; our ability to successfully implement proposed restructuring initiatives, including the closure of certain plants and product lines, and to successfully generate cost savings through restructuring and cost reduction initiatives; our ability to successfully execute our business and transformation strategy; the timing of, and our ability to complete, a sale of our interest in Americas Styrenics; increased costs or disruption in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; increased energy costs; compliance with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing facilities, including those resulting from accidental spills or discharges; conditions in the global economy and capital markets; our current and future levels of indebtedness and our ability to service, repay or refinance our indebtedness; our ability to meet the covenants under our existing indebtedness; our ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed in our Annual Report on Form 10-K filed with the SEC on February 23, 2024, under Part I, Item 1A - Risk Factors, our Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024 and elsewhere in our other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, the Company’s actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

SIGNATURE

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

	TRINSEO PLC

	By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

Date: December 16, 2024

Exhibit 10.1

SIXTH SUPPLEMENTAL INDENTURE

This SIXTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 13, 2024, by and among Trinseo Materials Operating S.à r.l. (formerly known as Trinseo Materials Operating S.C.A.), a private limited liability company (société à responsabilité limitée) organized and existing under the laws of the Grand Duchy of Luxembourg having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (the “RCS”) under number B 153.586 (the “Company”), Trinseo Holding S.à r.l., a private limited liability company (société à responsabilité limitée) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B 153.582 (the “Successor Company”), Trinseo Materials Finance, Inc., a Delaware corporation (“Trinseo Finance” and, together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, each of the Issuers, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of August 29, 2017 (as amended, supplemented, waived or otherwise modified, including by that First Supplemental Indenture, dated as of May 3, 2021, by and among Altuglas LLC, as Guarantor, the Issuers and the Trustee, that Second Supplemental Indenture, dated as of August 27, 2021, by and among Trinseo Services Ireland Limited, as Guarantor, the Issuers and the Trustee, that Third Supplemental Indenture, dated as of November 5, 2021, by and among Aristech Surfaces LLC, as Guarantor, the Issuers and the Trustee, that Fourth Supplemental Indenture, dated as of December 20, 2022, by and among Trinseo Ireland Global IHB Limited, as Guarantor, the Issuers and the Trustee and that that Fifth Supplemental Indenture, dated as of April 12, 2023, by and among Heathland B.V., as Guarantor, the Issuers and the Trustee , the “Indenture”), providing for the issuance of $500.0 million aggregate principal amount of 5.375% Senior Notes due 2025 (the “Initial Notes”) (the Initial Notes and any Additional Notes are collectively referred to as the “Notes”);

WHEREAS, the Indenture provides that if either Issuer consolidates with or merges with or into any Person, such Person will expressly assume, by a supplemental indenture, amendment or other instrument executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture, subject to certain conditions, including compliance with Section 4.1(a)(3) thereof;

WHEREAS, Section 9.2 of the Indenture provides that compliance with any provision of the Indenture may be waived with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding;

WHEREAS, Holders representing a majority of the aggregate principal amount of Notes outstanding have agreed to waive (the “Waiver”) compliance with the requirements of Section 4.1(a)(3) of the Indenture in connection with the Merger (as defined below);

WHEREAS, on the date hereof, the Company will merge with and into the Successor Company (the “Merger”);

WHEREAS, the parties hereto desire to enter into this Supplemental Indenture contemporaneously with the Merger to evidence the assumption by the Successor Company of all the obligations of the Company under the Notes and the Indenture;

WHEREAS, pursuant to Section 9.1(2) of the Indenture, and after giving effect to the Waiver, the Trustee, the Issuers and the Guarantors are authorized to execute and deliver this Supplemental Indenture without the consent of any other Holder;

WHEREAS, the Issuers have requested and hereby request that the Trustee join them in the execution of this Supplemental Indenture and all acts and all things necessary to make this Supplemental Indenture a legal, valid and binding obligation of the Issuers and the Successor Company, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done and performed.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Company, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.         Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

ASSUMPTION OF OBLIGATIONS

SECTION 2.1.         Assumption of Obligations. The Successor Company hereby agrees, as of the date hereof, to expressly assume all the obligations of the Company under the Notes and the Indenture, as if named the “Company” thereunder.

ARTICLE III

MISCELLANEOUS

SECTION 3.1.         Notices. All notices and other communications to the Successor Company, the Issuers and the Guarantors shall be given as provided in the Indenture and with respect to the Successor Company, shall be given at the same address as the Company.

SECTION 3.2.         Execution and Delivery. The Successor Company agrees that its assumption of all the obligations under the Notes and the Indenture shall remain in full force and effect notwithstanding the absence of any endorsement of any notation of such assumption on the Notes. Each Guarantor agrees that its Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Note Guarantee.

SECTION 3.3.         Successors. All agreements of the Successor Company, the Issuers and the Guarantors in the Indenture, this Supplemental Indenture and the Notes shall bind their successors. All agreements of the Trustee in the Indenture and this Supplemental Indenture shall bind its successors.

SECTION 3.4.         Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.5.         Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE APPLICATION OF ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED (THE “LUXEMBOURG COMPANIES LAW”) ARE EXPRESSLY EXCLUDED. THE PROVISIONS UNDER SECTION 13.10 OF THE INDENTURE IN RESPECT OF SUBMISSION TO JURISDICTION SHALL APPLY TO THIS SUPPLEMENTAL INDENTURE.

SECTION 3.6.         Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.7.         Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 3.8.         The Trustee. The Trustee makes no representation or warranty as to the validity, adequacy or sufficiency of this Supplemental Indenture or with respect to the recitals or statements contained herein, all of which recitals are made solely by the other parties hereto, and the Trustee assumes no responsibility for their correctness.

SECTION 3.9.         Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.

The exchange of copies of this Supplemental Indenture and of signature pages that are executed by manual signatures that are scanned, photocopied or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall constitute effective execution and delivery of this Supplemental Indenture for all purposes. Signatures of the parties hereto that are executed by manual signatures that are scanned, photocopied or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee, shall be deemed to be their original signatures for all purposes of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original.

Anything in this Supplemental Indenture or the Note to the contrary notwithstanding, for the purposes of the transactions contemplated by this Supplemental Indenture, the Notes and any document to be signed in connection with the Indenture or the Notes (including the Notes and amendments, supplements, waivers, consents and other modifications, Officer’s Certificates, Issuer Orders and Opinions of Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.

SECTION 3.10.       Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.11.       Benefits Acknowledged. The Successor Company’s assumption of all obligations under the Notes and the Indenture is subject to the terms and conditions set forth in the Indenture. The Successor Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that its assumption of all obligations under the Notes and the Indenture is knowingly made in contemplation of such benefits. Each Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee made by it pursuant to its Note Guarantee is knowingly made in contemplation of such benefits.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

TRINSEO MATERIALS OPERATING S.À R.L.,

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager

TRINSEO MATERIALS FINANCE, INC.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

TRINSEO HOLDING S.À R.L.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager

THE BANK OF NEW YORK MELLON, as Trustee

By:	/s/ Leslie Morales
	Name:	Leslie Morales
	Title:	President

	TRINSEO (HONG KONG) LIMITED, as a Guarantor

	SEALED with the COMMON SEAL of TRINSEO (HONG KONG) LIMITED and SIGNED by Leong Chin Bown,

	/s/ Leong Chin Brown
	[Signature of Director]
	Leong Chin Bown

	/s/ Martin (Fung) Chan
	[Signature of Director]
	Martin (Fung) Chan

	In the presence of:

	/s/ Chong Ying Ying
	[Signature of Witness]

	Name of Witness:	Chong Ying Ying
	Address of Witness:	Unit 1207-17, 12/F, Tower 1, Metroplaza. 223 Hing Fong
	Occupation of Witness:	Administrative Specialist Kwai Fong, N.T. Hong Kong

Given under the common seal of

TRINSEO FINANCE IRELAND UNLIMITED COMPANY,
as Guarantor and delivered as a DEED

	/s/ Seamus McCormack
	Seamus McCormack
	Director

	/s/ Cristina Capacchietti
	Cristina Capacchietti
	Director

	TRINSEO HOLDING B.V., as Guarantor

	/s/ Han Hendriks
	By:	Han Hendriks
	Title:	Director

	TRINSEO NETHERLANDS B.V., as Guarantor

	/s/ Marius Cornelis van den Eijkel
	By:	Marius Cornelis van den Eijkel
	Title:	Director

Executed and Delivered as a Deed for and on behalf of TRINSEO HOLDINGS ASIA PTE, LTD.

By Cai Dongyu, as director and		/s/ Dongyu Cai
		Director

Xu Chenbin, as director


In the presence of:

Sim Bee Leng		/s/ Sim Bee Leng
Name:		Signature of Witness

TRINSEO EUROPE GMBH, as Guarantor

By:	/s/ Bregje Leonarda van Kessel
	Name:	Bregje Leonarda van Kessel
	Title:	Managing Director

TRINSEO EXPORT GMBH, as Guarantor

By:	/s/ Bregje Leonarda van Kessel
	Name:	Bregje Leonarda van Kessel
	Title:	Managing Director

TRINSEO US HOLDING, INC., as Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

TRINSEO LLC, as Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

HEATHLAND B.V., as Guarantor

By:	/s/ Han Hendriks
	Name:	Han Hendriks
	Title:	Director

Given under the common seal of TRINSEO IRELAND GLOBAL IHB LIMITED, as Guarantor and delivered as a DEED

		/s/ Johanna Frisch
		Johanna Frisch
		Director

		/s/ Seamus McCormack
		Seamus McCormack
		Director

Given under the common seal of TRINSEO IRELAND HOLDINGS LIMITED, as Guarantor and delivered as a DEED

		/s/ Seamus McCormack
		Seamus McCormack
		Director

		/s/ Cristina Capacchietti
		Cristina Capacchietti
		Director

ARISTECH SURFACES LLC, as a Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

Given under the common seal of TRINSEO SERVICES IRELAND LIMITED, as Guarantor and delivered as a DEED

		/s/ Seamus McCormack
		Seamus McCormack
		Director

		/s/ Cristina Capacchietti
		Cristina Capacchietti
		Director

ALTUGLAS LLC, as a Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 10.2

SIXTH SUPPLEMENTAL INDENTURE

W I T N E S S E T H:

WHEREAS, each of the Issuers, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of March 24, 2021 (as amended, supplemented, waived or otherwise modified, including by that First Supplemental Indenture, dated as of May 3, 2021, by and among Altuglas LLC, as Guarantor, the Issuers and the Trustee, that Second Supplemental Indenture, dated as of August 27, 2021, by and among Trinseo Services Ireland Limited, as Guarantor, the Issuers and the Trustee, that Third Supplemental Indenture, dated as of November 5, 2021, by and among Aristech Surfaces LLC, as Guarantor, the Issuers and the Trustee, that Fourth Supplemental Indenture, dated as of December 20, 2022, by and among Trinseo Ireland Global IHB Limited, as Guarantor, the Issuers and the Trustee and that that Fifth Supplemental Indenture, dated as of April 12, 2023, by and among Heathland B.V., as Guarantor, the Issuers and the Trustee , the “Indenture”), providing for the issuance of $450.0 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Initial Notes”) (the Initial Notes and any Additional Notes are collectively referred to as the “Notes”);

WHEREAS, on the date hereof, the Company will merge with and into the Successor Company (the “Merger”);

ARTICLE I

DEFINITIONS

ARTICLE II

ASSUMPTION OF OBLIGATIONS

ARTICLE III

MISCELLANEOUS

SECTION 3.5.         Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE APPLICATION OF ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED (THE “LUXEMBOURG COMPANIES LAW”) ARE EXPRESSLY EXCLUDED. THE PROVISIONS UNDER SECTION 13.10 OF THE INDENTURE IN RESPECT OF SUBMISSION TO JURISDICTION SHALL APPLY TO THIS SUPPLEMENTAL INDENTURE.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

TRINSEO MATERIALS OPERATING S.À R.L.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager

TRINSEO MATERIALS FINANCE, INC.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

TRINSEO HOLDING S.À R.L.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager

THE BANK OF NEW YORK MELLON, as Trustee

By:	/s/ Leslie Morales
	Name:	Leslie Morales
	Title:	Vice President

	TRINSEO (HONG KONG) LIMITED, as a Guarantor

	SEALED with the COMMON SEAL of TRINSEO (HONG KONG) LIMITED and SIGNED by Leong Chin Bown,

	/s/ Leong Chin Brown
	[Signature of Director]
	Leong Chin Bown

	/s/ Martin (Fung) Chan
	[Signature of Director]
	Martin (Fung) Chan

	In the presence of:

	/s/ Chong Ying Ying
	[Signature of Witness]

	Name of Witness: Chong Ying Ying
	Address of Witness: Unit 1207-17, 12/F, Tower 1, Metroplaza, 223 Hing Fong
	Occupation of Witness: Administrative Specialist Kwai Fong, N.T. Hong Kong

Given under the common seal of

TRINSEO FINANCE IRELAND UNLIMITED COMPANY,
as Guarantor and delivered as a DEED

	/s/ Seamus McCormack
	Seamus McCormack
	Director

	/s/ Cristina Capacchietti
	Cristina Capacchietti
	Director

	TRINSEO HOLDING B.V., as Guarantor

	/s/ Han Hendriks
	By:	Han Hendriks
	Title:	Director

	TRINSEO NETHERLANDS B.V., as Guarantor

	/s/ Marius Cornelis van den Eijkel
	By:	Marius Cornelis van den Eijkel
	Title:	Director

Executed and Delivered as a Deed for and on behalf of TRINSEO HOLDINGS ASIA PTE, LTD.

By Cai Dongyu, as director and		/s/ Cai Dongyu
		Director

Xu Chenbin, as director


In the presence of:

Sim Bee Leng		/s/ Sim Bee Leng
Name:		Signature of Witness

TRINSEO EUROPE GMBH, as Guarantor

By:	/s/ Bregje Leonarda van Kessel
	Name:	Bregje Leonarda van Kessel
	Title:	Managing Director

TRINSEO EXPORT GMBH, as Guarantor

By:	/s/ Bregje Leonarda van Kessel
	Name:	Bregje Leonarda van Kessel
	Title:	Managing Director

TRINSEO US HOLDING, INC., as Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

TRINSEO LLC, as Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

HEATHLAND B.V., as Guarantor

By:	/s/ Han Hendriks
	Name:	Han Hendriks
	Title:	Director

Given under the common seal of
TRINSEO IRELAND GLOBAL IHB LIMITED, as Guarantor
and delivered as a DEED

	/s/ Johanna Frisch
	Johanna Frisch
	Director

	/s/ Seamus McCormack
	Seamus McCormack
	Director

ARISTECH SURFACES LLC, as a Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

Given under the common seal of
TRINSEO SERVICES IRELAND LIMITED, as Guarantor
and delivered as a DEED

	/s/ Seamus McCormack
	Seamus McCormack
	Director

	/s/ Cristina Capacchietti
	Cristina Capacchietti
	Director

Given under the common seal of
TRINSEO IRELAND HOLDINGS LIMITED, as Guarantor
and delivered as a DEED

	/s/ Seamus McCormack
	Seamus McCormack
	Director

	/s/ Cristina Capacchietti
	Cristina Capacchietti
	Director

ALTUGLAS LLC, as a Guarantor

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 10.3

Execution Version

2024 LUXCO MERGER AMENDMENT (this “Amendment”), dated as of December 12, 2024, to the Existing Credit Agreement (as hereinafter defined), by and among TRINSEO HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B153582 (“Existing Holdings”), TRINSEO IRELAND HOLDINGS LIMITED, an Irish private company limited by shares (“Intermediate Holdings”), TRINSEO MATERIALS OPERATING S.C.A., a partnership limited by shares (société en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153586 (the “Existing Lead Borrower”), acting by its general partner, Existing Holdings, TRINSEO MATERIALS FINANCE, INC., a Delaware corporation (the “Co-Borrower”, and together with the Existing Lead Borrower, the “Existing Borrowers” and each, an “Existing Borrower”), TRINSEO LUXCO S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153577 (“Trinseo LuxCo”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender.

WHEREAS, Existing Holdings, Intermediate Holdings, the Existing Borrowers, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and Deutsche Bank AG New York Branch, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, are parties to the Credit Agreement dated as of September 6, 2017 (as amended, restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, the Loan Parties have requested that the Required Lenders (as defined in the Existing Credit Agreement) amend the Existing Credit Agreement to permit the LuxCo Merger Transactions and such Lenders have consented to the amendments in Section 2 hereof and have instructed the Administrative Agent to agree to the waivers herein and execute this Amendment and the related documents;

WHEREAS, upon consummation of the LuxCo Merger Transactions, Trinseo LuxCo, the direct parent of Existing Holdings, will become a Guarantor under the Amended Credit Agreement; and

WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement to permit the LuxCo Merger Transactions upon the satisfaction of the requirements set forth herein, including, but not limited to, the joinder of Trinseo LuxCo as a Guarantor under the Amended Credit Agreement and Existing Holdings assuming all obligations of the Existing Lead Borrower under the Amended Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

SECTION 2. Amendments. Each of the parties hereto agrees that, effective as of the Sixth Amendment Effective Date (as defined below) and subject to the satisfaction (or waiver) of the conditions set forth herein, the Existing Credit Agreement shall be amended as set forth below:

(a)       The introductory paragraph of the Existing Credit Agreement shall be amended by (i) replacing the reference to “(“Holdings”)” contained therein with “(“Trinseo SARL”)”, (ii) replacing the reference to “(the “Lead Borrower”)” contained therein with “(“Trinseo Materials”)”, and (iii) replacing the “.” at the end of such paragraph with the following:

“, and, upon the occurrence of the 2024 LuxCo Merger Amendment Effective Date, TRINSEO LUXCO S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153577 (“Successor Holdings”).”

(b)       The following new defined terms and their respective definitions shall be added in the appropriate alphabetical order in Section 1.01:

““2024 LuxCo Merger Amendment” means that certain 2024 LuxCo Merger Amendment, dated as of the 2024 LuxCo Merger Amendment Effective Date, under which the Administrative Agent (pursuant to Required Lender instruction) consented to, among other things, the LuxCo Merger Transactions.

“2024 LuxCo Merger Amendment Effective Date” means December 12, 2024.

“Lead Borrower” shall mean (a) prior to the 2024 LuxCo Merger Amendment Effective Date, Trinseo Materials and (b) on and after 2024 LuxCo Merger Amendment Effective Date, Trinseo SARL.

“LuxCo Finance” means Trinseo LuxCo Finance SPV S.à r.l., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under number B279526.

“LuxCo Merger Transactions” means (a) the transfer by Intermediate Holdings of all of its Equity Interests in Trinseo Materials to Trinseo SARL, (b) the transfer by Successor Holdings of its entire ownership interest in LuxCo Finance to Trinseo PLC, a public limited company incorporated in Ireland, (c) the conversion of Trinseo Materials from a partnership limited by shares (société en commandite par actions) to a private limited liability company (société à responsabilité limitée), (d) the merger of Trinseo Materials with and into Trinseo SARL, with Trinseo SARL as the surviving entity and (e) any other transaction, merger, amalgamation, consolidation, conversion or other transaction consummated in connection therewith.

“Successor Holdings” shall have the meaning set forth in the introductory paragraph.

“Trinseo Materials” shall have the meaning set forth in the introductory paragraph.

“Trinseo SARL” shall have the meaning set forth in the introductory paragraph.”

(c) the following defined terms and their respective definitions as they appear in Section 1.01 shall be amended and restated as follows:

““Change of Control” shall be deemed to occur if:

(a) any (1) Person (other than the Management Stockholders that in the aggregate own, beneficially or of record, no more than ten percent (10%) of the outstanding voting stock of Holdings) or (2) Persons (other than the Management Stockholders that in the aggregate own, beneficially or of record, no more than ten percent (10%) of the outstanding voting stock of Holdings) constituting a “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), becomes the beneficial owner, directly or indirectly, of Equity Interests representing more than forty percent (40%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(b) a “change of control” (or similar event) shall occur in any document pertaining to any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Senior Notes or, in each case, any Permitted Refinancing thereof and such Indebtedness is in an aggregate outstanding principal amount in excess of the Threshold Amount; or

(c) Holdings or one or more Intermediate Holding Companies ceases to own, in the aggregate, 100% of the Equity Interests of the Lead Borrower.

Notwithstanding anything to the contrary contained herein, the consummation of the LuxCo Merger Transactions shall not constitute a Change of Control.

“fair market value” means (a) except as otherwise provided clause (b) below, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Lead Borrower in good faith and (b) with respect to Securitization Assets, the current value that would be attributed to such Securitization Assets by an independent and unaffiliated third party purchasing the Securitization Assets in an arms-length sale transaction, as determined in good faith by the board of managers (conseil de gérance) of, prior to the 2024 LuxCo Merger Amendment Effective Date, Existing Holdings, as general partner of the Lead Borrower and, on and after the 2024 LuxCo Merger Amendment Effective Date, the Lead Borrower.

“Holdings” shall mean (i) prior to the 2024 LuxCo Merger Amendment Effective Date, Trinseo SARL and (ii) on and after the 2024 LuxCo Merger Amendment Effective Date, Successor Holdings.

“Parent” means Trinseo Public Limited Company, a public limited company incorporated in Ireland with registered number 562693, and any holding company Subsidiary thereof which owns, directly or indirectly, 100% of the outstanding Equity Interests of the Lead Borrower.

“Permanent Representative” means the permanent representative of the general partner of Trinseo Materials.”

(d) The defined terms “Irish Finco” and “Irish Finco Collateral and Guarantee Requirement” shall be deleted from Section 1.01.

(e) Section 7.14 to the Existing Credit Agreement is hereby amended by: (i) replacing “(ix)” appearing therein with “(x)”; and (ii) inserting a new clause (ix) as follows:

“(ix) in the case of Holdings, the incurrence of Indebtedness under that certain Loan Agreement dated as of September 8, 2023, by and between LuxCo Finance, as lender, and Holdings, as borrower, in an aggregate principal amount equal to $128,865,980, as in effect on the 2024 LuxCo Merger Amendment Effective Date, so long as such Indebtedness: (t) is not guaranteed by any Loan Party or Restricted Subsidiary, (u) is unsecured, (v) has a final scheduled maturity date after the Latest Maturity Date, (w) has a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the 2021 Incremental Term Loans, the 2023 Term Loans or any Extended Term Loans as to which the 2021 Incremental Term Loans or the 2023 Term Loans were the Existing Term Loan Tranche, (x) has no scheduled amortization, payments of interest in cash, payments of principal or any mandatory redemption, repurchase, prepayment or sinking fund obligations, in each case, prior to the Latest Maturity Date and (y) is subject to a Subordination Agreement”.

SECTION 3. Waiver and Consent to LuxCo Merger Transactions. Subject to the terms of this Agreement, and upon satisfaction or wavier of the conditions specified in Section 5 of this Amendment, the Administrative Agent (subject to Section 11 hereof) hereby (a) consents to the LuxCo Merger Transactions and (b) waives any Defaults or Events of Default that may arise out of, or occur in connection with, the LuxCo Merger Transactions (the “Waiver and Consent”). The Waiver and Consent shall be effective only in this specific instance and for the specific purpose set forth herein, and does not allow for any other or further departure from the terms and conditions of the Amended Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, Existing Holdings, Intermediate Holdings, the Existing Borrowers and Trinseo LuxCo each represents and warrants to the other parties hereto on the Sixth Amendment Effective Date that:

(a)            (i) the execution, delivery and performance by such Loan Party of this Amendment (which for purposes of this Section 4 shall include the Acknowledgment and Confirmation delivered pursuant to Section 5 of this Amendment) is within such Loan Party’s corporate or other organizational power and has been duly authorized by all necessary corporate or other organizational action of each such Loan Party and (ii) this Amendment has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except (A) as such enforceability may be limited by Debtor Relief Laws and by general principles of equity, (B) the need for filings, registrations and, with respect to Collateral owned by Foreign Subsidiaries, any other perfection steps necessary to create or perfect or register the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (C) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries;

(b)            the execution and delivery of this Amendment by each Loan Party party hereto and the performance by such Loan Party hereof:

(i)            does not require any material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person in connection with (A) the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, (B) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (C) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (D) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (1) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are or (within such applicable period will be) in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (2) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect; and

(ii)            does not (A) contravene the terms of any Loan Party’s Organization Documents, (B) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Amended Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or (C) violate any material Law; except with respect to any conflict, breach, contravention or payment (but not the creation of any Lien) referred to in clause (ii)(B)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect; and

(c)             the representations and warranties contained in Article V of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Sixth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period (other than the representations and warranties contained in Sections 5.05 and 5.13 of the Amended Credit Agreement, which shall be true and correct as of the Sixth Amendment Effective Date); provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

SECTION 5. Sixth Amendment Effective Date. This Amendment, including the amendments to the Existing Credit Agreement contained in Section 2 hereof shall become effective as of the first date (the “Sixth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent at the direction of the Required Lenders):

(a)

the Administrative Agent (or its counsel) shall have received, each dated as of the date hereof unless otherwise indicated:

(i)

a counterpart signature page of this Amendment duly executed by Existing Holdings, Intermediate Holdings, the Existing Borrowers, Trinseo LuxCo and the Administrative Agent;

(ii)

the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each Loan Party under the Amended Credit Agreement (in each case, including by way of facsimile or other electronic transmission);

(iii)

the Assumption Agreement, executed by Existing Holdings, Existing Borrower, Trinseo LuxCo and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;

(iv)

an Irish law share charge, in a form and substance reasonably satisfactory to the Collateral Agent, executed by Existing Holdings and the Collateral Agent together with all share certificates, stock transfer forms, dividend mandates, letters of authority and all other deliverables required to be delivered under the share charge;

(v)

a Share Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed by Trinseo LuxCo in favor of the Collateral Agent;

(vi)

a UCC-1 financial statement with respect to Trinseo LuxCo to be recorded, filed or stamped in form and substance reasonably satisfactory to the Collateral Agent;

(vii)

a counterpart signature page to the Global Intercompany Note and related allonge, executed by Trinseo LuxCo;

(viii)

a Release Agreement, executed by Alter Domus (US) LLC, as collateral agent (the “Super Holdco Facility Agent”) pursuant to that Credit Agreement, dated as of September 8, 2023 (the “Super HoldCo Credit Agreement”), by and among Trinseo LuxCo, as parent, Trinseo NA Finance LLC, a Delaware limited liability company, as holdings, LuxCo Finance, as the lead borrower, Trinseo NA Finance SPV LLC, a Delaware limited liability company, as the co-borrower, the guarantors party thereto from time to time and the lenders party thereto from time to time, which Release Agreement shall release Trinseo LuxCo from all of its obligations under the Super HoldCo Credit Agreement and Loan Documents (under and as defined in the Super HoldCo Credit Agreement);

(ix)

(i) either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all amendments thereto (and, for the avoidance of doubt, including such organizational documents executed in connection with the LuxCo Merger Transactions), of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (where relevant) or by the Luxembourg Companies Register with respect to the Luxembourg Loan Parties or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, (ii) a certificate of the secretary, an authorized representative, assistant secretary, or managing director (as applicable) of each Loan Party, dated the Sixth Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the certificate of incorporation (and, where applicable, certificate of change of name), by-laws, articles of association, constitution or operating, management, partnership or similar agreement of such Loan Party as in effect on the Sixth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this Amendment, as applicable, the Acknowledgment and Confirmation delivered pursuant to clause (B) above and any necessary security or pledge documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement (including, for the avoidance of doubt, including such similar documents and agreements executed in connection with the LuxCo Merger Transactions) of such Loan Party has not been amended (in the case of the articles of incorporation of each such Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency (where applicable) and specimen signature of each officer or authorized signatory executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for each Loan Party from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties and Irish Guarantors), each dated a recent date prior to the Sixth Amendment Effective Date; and (F) for Luxembourg Loan Parties (x) that each such Luxembourg Loan Party is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis de paiement), conciliation (conciliation), reorganisation procedure in the form of a mutual agreement (réorganisation par accord amiable), judicial reorganisation proceedings in the form of a mutual agreement (réorganisation judiciaire par accord amiable), a collective agreement (réorganisation judiciaire par accord collectif) or a transfer by court order (réorganisation judiciaire par transfert par décision de justice), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (y) a certificate of non-inscription of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) issued by the Luxembourg Insolvency Register (Registre de l’insolvabilité) held and maintained with the Luxembourg Companies Register in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the Sixth Amendment Effective Date and reflecting the situation no more than two Business Days prior to the Sixth Amendment Effective Date and (z) an excerpt (extrait) from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the Sixth Amendment Effective Date;

(x)

(i) a customary opinion from Ropes & Gray LLP, as New York counsel for the Loan Parties and (ii) a capacity opinion from Loyens & Loeff Luxembourg S.à r.l., as Luxembourg counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Lenders and dated as of the Sixth Amendment Effective Date;

(xi)

a Subordination Agreement, executed by LuxCo Finance, Trinseo LuxCo, each Loan Party, the Administrative Agent and the Super Holdco Facility Agent, with respect to that certain Loan Agreement, dated as of September 8, 2023, by and between Trinseo LuxCo, as borrower, and LuxCo Finance, as lender, pursuant to which Luxco Finance made available to Trinseo LuxCo a loan in an aggregate principal amount equal to $128,865,980; and

(xii)

a copy of the joint merger proposal dated as of July 29, 2024, published in the Luxembourg official gazette (Recueil Électronique des Sociétés et Associations) under publication reference RESA_2024_173.1549 on August 5, 2024, by and among Existing Holdings and the Existing Lead Borrower.

(b)             all fees and expenses required to be paid by (or on behalf of) the Existing Borrowers to the Administrative Agent (including the reasonable and documented fees and expenses of White & Case LLP as counsel for the Administrative Agent) and the Required Lenders with respect to the transactions and amendments contemplated by this Amendment on or before the Sixth Amendment Effective Date pursuant to any written agreement with the Existing Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash;

(c)             the representations and warranties contained in Section 4 of this Amendment shall be true and correct on and as of the Sixth Amendment Effective Date;

(d)             after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and

(e)             the Administrative Agent shall have received, at least two Business Days prior to the Sixth Amendment Effective Date, all documentation and other information required about the Borrowers and the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and a Beneficial Ownership Certification for any Borrower or Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that has been requested in writing at least ten (10) Business Days prior to the Sixth Amendment Effective Date.

SECTION 6. Effect of Amendment.

(a)             Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle either Existing Borrower, Trinseo LuxCo or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

(b)             From and after the Sixth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed to include a reference to the Amended Credit Agreement.

(c)             From and after the date hereof, this Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. This Agreement shall not constitute a novation of the Amended Credit Agreement or any of the other Loan Documents.

SECTION 7. Amendments; Severability. (a) As of the date hereof, this Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.01 of the Amended Credit Agreement.

(b)             If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The illegality, invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction. In the event of any such illegality, invalidity or unenforceability, the parties shall negotiate in good faith with a view to agreeing on a legal, valid and enforceable replacement provision which, to the extent practicable, is in accordance with the intent and purposes of this Amendment and in its economic effect comes as close as possible to the illegal, invalid or unenforceable provision.

SECTION 8. Ratification and Reaffirmation. Each Loan Party hereto hereby (a) consents to the execution, delivery and performance of this Amendment and the performance of the Amended Credit Agreement and (b) ratifies and reaffirms: (x) its Obligations in respect of the Amended Credit Agreement and each of the other Loan Documents to which it is a party (including, without limitation, the Guaranty), as such Obligations have been amended by this Amendment, and all of the covenants, duties, indebtedness and liabilities under the Amended Credit Agreement and the other Loan Documents to which it is a party and (y) the Liens and security interests created in favor of the Administrative Agent and the Lenders pursuant to each Collateral Document; which Liens shall continue to secure the Obligations, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the other Loan Documents.

Governing Law; Waiver of Jury Trial. THIS AMENDMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIMS, CONTROVERSIES, DISPUTES OR CAUSES OF ACTIONS (WHETHER ARISING IN CONTRACT OR TORT, IN LAW OR EQUITY OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15 and 10.16 of the Amended Credit Agreement as amended by this Amendment are incorporated herein by reference, mutatis mutandis.

SECTION 9. Headings. Section headings herein are included for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

SECTION 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by “.pdf” or similar electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 11. Administrative Agent. Pursuant to Section 3(a)(i) of that certain Transaction Support Agreement, dated as of December 9, 2024, the Administrative Agent is executing this Amendment on behalf, and at the instruction of, the Required Lenders. For the avoidance of doubt, the expense, indemnity and exculpatory provisions of Article IX of the Credit Agreement shall apply to this Amendment.

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

TRINSEO MATERIALS OPERATING S.C.A, acting by its general partner,
TRINSEO HOLDING S.À R.L.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager

TRINSEO MATERIALS FINANCE, INC.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer

SIGNED and DELIVERED as a DEED for and on behalf of
TRINSEO IRELAND HOLDINGS LIMITED by its lawfully appointed attorney

By:	/s/ Seamus McCormack
	under a power of attorney dated December 9, 2024
	in the presence of:


	(Attorney’s signature)

	/s/ Angela Torti
	(Witness’ signature)

	Angela Torti
	(Witness’ name)

	76 Sir John Rogerson's Quay, Dublin 2
	(Witness’ address)

	Administrative Specialist
	(Witness’ occupation)

[Signature Page to Amendment to Credit Agreement]

TRINSEO HOLDING S.À R.L.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager.

[Signature Page to Amendment to Credit Agreement]

TRINSEO LUXCO S.À R.L.

By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Manager

[Signature Page to Amendment to Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent

By:	/s/ Philip Tancorra
	Name:	Philip Tancorra
	Title:	Director

By:	/s/ Lauren Danbury
	Name:	Lauren Danbury
	Title:	Vice President

[Signature Page to Amendment to Credit Agreement]

EXHIBIT B: Form of Acknowledgement and Confirmation

ACKNOWLEDGMENT AND CONFIRMATION

[__], 2024

1.            Reference is made to the 2024 LuxCo Merger Amendment dated as of December 12, 2024 (the “2024 LuxCo Merger Amendment”) to the Credit Agreement dated as of September 6, 2017 (as amended, restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among TRINSEO HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 153582, TRINSEO IRELAND HOLDINGS LIMITED an Irish private company limited by shares, TRINSEO MATERIALS OPERATING S.C.A., a partnership limited by shares (société en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153586, acting by its general partner, Holdings, TRINSEO MATERIALS FINANCE, INC., a Delaware corporation, as Co-Borrower, the Guarantors party thereto from time to time, Lenders party thereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, upon the 2024 LuxCo Merger Amendment Effective Date, TRINSEO LUXCO S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153577 and each of the other Persons party thereto. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Credit Agreement or 2024 LuxCo Merger Amendment, as applicable.

2.            Certain provisions of the Credit Agreement are being amended and/or modified pursuant to the 2024 LuxCo Merger Amendment. Each of the parties hereto hereby agrees that, with respect to each Loan Document to which it is a party, after giving effect to the 2024 LuxCo Merger Amendment:

(a)            all of its obligations (including all obligations under the Guaranty, which shall include, for the avoidance of doubt, following the Sixth Amendment Effective Date, the Obligations of Trinseo SARL as a Borrower), liabilities and indebtedness under such Loan Document, including guarantee obligations, shall remain in full force and effect on a continuous basis;

(b)            all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority to the extent provided for in Section 5.18 of the Credit Agreement of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged as collateral security for the applicable Obligations (including, for the avoidance of doubt, following the Sixth Amendment Effective Date, the Obligations of Trinseo SARL);

(c)            all liabilities and obligations arising under the Credit Agreement as amended pursuant to the 2024 LuxCo Merger Amendment shall form part of (but do not limit) the “Secured Obligations” (as applicable) as defined in each Collateral Document to which it is a party (including by incorporation); and

(d)            it only wishes to amend its rights and obligations under the Credit Agreement in accordance with the terms of the 2024 LuxCo Merger Amendment and that they do not wish to novate and/release any of their rights and obligations under the Credit Agreement.

3.            All clauses, terms, representations and conditions of the Collateral Documents shall remain in full force and effect and shall continue to secure any and all present and future obligations and liabilities under the Loan Documents.

4.            The security interests granted under the Collateral Documents shall be preserved and remain in full force and effect, as security over the collateral respectively secured therein, in accordance with its terms. Neither the rights and obligations of the pledgor under the Collateral Documents nor the rights, powers and remedies conferred upon the Collateral Agent by the Collateral Documents or by law, nor the pledges (as referred to therein) created thereby shall be discharged, released, impaired or otherwise affected by the 2024 LuxCo Merger Amendment.

5.            Each Guarantor party hereto consents to the terms and conditions of the 2024 LuxCo Merger Amendment, and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Sixth Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by the 2024 LuxCo Merger Amendment.

6.            THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15 and 10.16 of the Credit Agreement as amended, are incorporated herein by reference, mutatis mutandis.

7.            This Acknowledgment and Confirmation may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Acknowledgment and Confirmation by facsimile transmission or by “.pdf” or similar electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Acknowledgment and Confirmation shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	TRINSEO MATERIALS OPERATING S.C.A, acting by its general partner,
	TRINSEO HOLDING S.À R.L.

	By:
		Name:
		Title:

	TRINSEO HOLDING S.À R.L.

	By:
		Name:
		Title:

	TRINSEO MATERIALS FINANCE, INC.

	By:
		Name:
		Title:

	TRINSEO LUXCO S.À R.L.

	By:
		Name:
		Title:

GUARANTORS:

	TRINSEO LLC

	By:
		Name:
		Title:

	TRINSEO US HOLDING, INC.

	By:
		Name:
		Title:

	ALTUGLAS LLC

	By:
		Name:
		Title:

	ARISTECH SURFACES LLC

	By:
		Name:
		Title:

TRINSEO (HONG KONG) LIMITED

Executed and Delivered as a DEED by
TRINSEO (HONG KONG) Limited
盛禧奧（香港）有限公司
Acting by:

Name:
Title: Director


Name:
Title: Director

Executed and Delivered as a Deed
for and on behalf of
TRINSEO HOLDINGS ASIA PTE. LTD.

By:
	Name:
	Title:	Director
By:
	Name:
	Title:	Director

	SIGNED and DELIVERED as a DEED for and on behalf of
	TRINSEO FINANCE IRELAND UNLIMITED COMPANY by its lawfully appointed attorney

	By:
		under a power of attorney dated
		in the presence of:


		(Attorney’s signature)


		(Witness’ signature)


		(Witness’ name)


		(Witness’ address)


		(Witness’ occupation)

	SIGNED and DELIVERED as a DEED for and on behalf of
	TRINSEO IRELAND HOLDINGS LIMITED by its lawfully appointed attorney

	By:
		under a power of attorney dated
		in the presence of:


		(Attorney’s signature)


		(Witness’ signature)


		(Witness’ name)


		(Witness’ address)


		(Witness’ occupation)

	SIGNED and DELIVERED as a DEED for and on behalf of
	TRINSEO IRELAND GLOBAL IHB LIMITED by its lawfully appointed attorney

	By:
		under a power of attorney dated
		in the presence of:

		(Attorney’s signature)


		(Witness’ signature)


		(Witness’ name)


		(Witness’ address)


		(Witness’ occupation)

	SIGNED and DELIVERED as a DEED for and on behalf of
	TRINSEO SERVICES IRELAND LIMITED by its lawfully appointed attorney

	By:
		under a power of attorney dated
		in the presence of:

		(Attorney’s signature)


		(Witness’ signature)


		(Witness’ name)


		(Witness’ address)


		(Witness’ occupation)

	TRINSEO EUROPE GMBH

	By:
		Name:
		Title:

	TRINSEO EXPORT GMBH

	By:
		Name:
		Title:

	TRINSEO NETHERLANDS B.V.

	By:
		Name:
		Title:

	TRINSEO HOLDING B.V.

	By:
		Name:
		Title:

	HEATHLAND B.V.

	By:
		Name:
		Title:

Exhibit 10.4

Execution Version

SECOND AMENDMENT

TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 12, 2024, and is by and among TRINSEO LUXCO 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 26, boulevard Royal, L-2449 Luxembourg, registered with the Luxembourg Register of Commerce and Companies (the “R.C.S. Luxembourg”) under number B153577 (“Trinseo LuxCo”), TRINSEO NA FINANCE LLC, a Delaware limited liability company (“Holdings”), 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 26, boulevard Royal, L-2449 Luxembourg, registered with the R.C.S. Luxembourg under number B279526 (the “Lead Borrower”), TRINSEO NA FINANCE SPV LLC, a Delaware limited liability company (the “Co-Borrower”, together with the Lead Borrower, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto from time to time, TRINSEO PLC, an Irish public limited company (“Successor Parent”), the Required Lenders identified on the signature pages hereof and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).

RECITALS:

WHEREAS, the Borrowers, Trinseo LuxCo, Holdings, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of September 8, 2023 (as amended by that certain First Amendment dated as of January 26, 2024 and as may be further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the “Credit Agreement”);

WHEREAS, the Loan Parties have requested that the Required Lenders amend the Credit Agreement to permit and approve (a) the transfer by Trinseo LuxCo of 100% of its Equity Interests in the Lead Borrower to Successor Parent and the subsequent joinder of Successor Parent as a Guarantor under the Credit Agreement and (b) the irrevocable release, termination and discharge of (x) any Obligations of Trinseo LuxCo under the Loan Documents and (y) any and all Liens, pledges or other security interests granted by Trinseo LuxCo in its assets pursuant to the Loan Documents (collectively, the “LuxCo Merger Transactions”) upon the satisfaction of the requirements set forth herein.

WHEREAS, the Loan Parties, the Required Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement to facilitate the LuxCo Merger Transactions on the terms and subject to the conditions set forth herein.

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

ARTICLE I

DEFINITIONS

SECTION 1.01          Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement.

SECTION 1.02          Other Interpretive Provisions. The rules of construction in Article I of the Credit Agreement shall be equally applicable to this Amendment.

ARTICLE II

AMENDMENTS

SECTION 2.01          Credit Agreement Amendments. Each of the parties hereto agrees that, effective as of the Second Amendment Effective Date (as defined below) and subject to the satisfaction (or waiver) of the conditions set forth herein, the Existing Credit Agreement shall be amended as set forth below:

(a)

The introductory paragraph of the Existing Credit Agreement shall be amended by (i) replacing the reference to “(“Parent”)” contained therein with “(“Trinseo LuxCo”)” and (ii) replacing the “.” at the end of such paragraph with the following:

“, and, upon the occurrence of the Second Amendment Effective Date, TRINSEO PLC, an Irish public limited company (“Successor Parent”).”

(b)

All references to “Intercompany Parent Loan” shall be updated to “Intercompany Parent Note.”

(c)

The following new defined terms and their respective definitions shall be added in the appropriate alphabetical order in Section 1.01:

““LuxCo Merger Transaction” means the transfer by Trinseo LuxCo of 100% of its Equity Interests in the Lead Borrower to Successor Parent.”

““Lead Borrower AoA Amendment” means that amendment of the corporate object set forth in the articles of association of the Lead Borrower, to be enacted by notarial deed, which is to be executed on or around the Second Amendment Effective Date.”

““Second Amendment Effective Date” means December 12, 2024.”

““Successor Parent” shall have the meaning set forth in the introductory paragraph.”

““Trinseo LuxCo” shall have the meaning set forth in the introductory paragraph.”

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““Trinseo PLC Luxembourg Share Pledge Agreement” means, the Luxembourg law governed share pledge agreement, dated as of the Second Amendment Effective Date, pursuant to which Successor Parent pledges to the Collateral Agent, on behalf of the Secured Parties, all the shares issued by the Lead Borrower.”

(d)

The following defined terms as they appear in Section 1.01 shall be amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth below:

““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, or 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.”

““Change of Control” shall be deemed to occur if:

(a)

Parent ceases to own one hundred percent (100%) of voting and economic interests of the Lead Borrower;

(b)

Holdings ceases to own one hundred percent (100%) of voting and economic interests of the Co-Borrower; or

(c)

a “change of control” (or similar event) shall occur in any document pertaining to any Incremental Equivalent Debt, the Trinseo Credit Agreement, the 2025 Senior Notes, the 2029 Senior Notes or, in each case, any refinancing thereof and such Indebtedness is in an aggregate outstanding principal amount in excess of the Threshold Amount.

Notwithstanding anything to the contrary contained herein, the consummation of the LuxCo Merger Transaction shall not constitute a Change of Control.”

““Collateral Documents” means, collectively, the Security Agreement, the Limited Guaranty, Limited Guarantor Security Agreement, ~~the Luxembourg Share Pledge Agreement,~~ the Luxembourg Receivables Pledge Agreement, the Intercompany Parent Note and accompanying allonge, any Intercompany Note and accompanying allonge, each Control Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, deeds of hypothecs, bonds, bond pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Sections 4.01, 4.02, 6.11 or 6.14, prior to the Second Amendment Effective Date, the Luxembourg Share Pledge Agreement and, on and after the Second Amendment Effective Date, the Trinseo PLC Luxembourg Share Pledge Agreement, 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.”

““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, Luxembourg, Ireland or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.”

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““Excluded Asset” means (i) 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 (ii) (x) prior to the Second Amendment Effective Date, the Equity Interests that Parent owns in Trinseo Holdings. and (y) on and after the Second Amendment Effective Date, the Equity Interests that Parent owns in Trinseo LuxCo.”

““Intercompany Parent Note” means that certain Loan Agreement, dated as of the Closing Date, by and between the Lead Borrower as lender and ~~Parent~~Trinseo LuxCo as borrower, pursuant to which the Lead Borrower made available to ~~Parent~~Trinseo LuxCo a loan in the principal amount of $128,865,980.””

““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), ~~composition with creditors (concordat préventif de faillite)~~, moratorium or reprieve from payment (sursis de paiement), ~~controlled management (gestion contrôlée)~~, or any of the out of court or in-court reorganization procedures as provided for in the Luxembourg bill no. 6539A of 19 July 2023 on business preservation and modernization of bankruptcy law, which aims to modernize Luxembourg’s insolvency laws, implementing the EU Directive 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks 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.

““Parent” ~~has the meaning set forth in the introductory paragraph of this Agreement.~~shall mean (i) prior to the Second Amendment Effective Date, Trinseo LuxCo and (ii) on and after the Second Amendment Effective Date, Successor Parent.”

““Permitted Investment” means:

(a)

ownership of Equity Interests of any Loan Party or any Subsidiary existing as of the Closing Date or, with respect to the ownership of Equity Interests of the Lead Borrower by Successor Parent, existing on and after the Second Amendment Effective Date;

(b)

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

(c)

ownership by the Co-Borrower of the JV Interests;

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(d)

Investments in cash and Cash Equivalents;

(e)

Investments consisting of the 2023 Incremental Term Loans and 2023 Refinancing Term Loans, or any proceeds or distributions therefrom;

(f)

Investments received in connection with any Disposition permitted under Section 7.05; ~~and~~

(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; and

(i)

any unsecured Guarantee by any Loan Party of the obligations of any Affiliate of such Loan Party to suppliers, distributors, customers and licensees in the ordinary course of business.

For the avoidance of doubt, no Loan Party (other than Parent) shall form or acquire any Subsidiary after the Closing Date.”

““Solvent” and “Solvency” mean, with respect to any Person (other than a Person organized under Luxembourg law) on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is able to pay all that Person’s debts as and when they become due and payable (or, with respect to any Person incorporated under Irish law, is not unable to pay its debts as and when they become due) and does not fail or admit in writing its inability generally to pay its debts as they become due, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. With respect to any Person organized under Luxembourg law, “Solvent” and “Solvency” means such Person is not unable to pay its debts (in particular, it is not in a state of cessation of payments (cessation des paiements) and has not lost its commercial creditworthiness (ébranlement de crédit)) and would not become unable to do so.”

““Transactions” means, collectively, (a) the funding of the Tranche A Term Loans on the Closing Date, (b) the issuance by ~~Parent~~Trinseo LuxCo of the Intercompany Parent Note and the concurrent contribution of the proceeds thereof by ~~Parent~~Trinseo LuxCo to Trinseo Holdings and by Trinseo Holdings to Trinseo ~~Lead Borrower~~Materials (as defined in the Trinseo Credit Agreement) on the Closing Date, (c) contribution by Trinseo LLC of the JV Interests to the Co-Borrower, (d) the funding of the Tranche B Term Loans on the Closing Date, (e) entry into 2023 Incremental and Refinancing Amendment, (f) the refinancing in full of the 2018 Refinancing Term Loans (as defined in the Trinseo Credit Agreement) with the proceeds of the 2023 Refinancing Term Loans together with cash on hand on the Closing Date, (g) the redemption of not less than $385,000,000 of the principal amount of the 2025 Senior Notes with the proceeds of the 2023 Incremental Term Loans and cash on hand and (h) the payment of Transaction Expenses.”

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““Trinseo Credit Agreement” means the Credit Agreement, dated as of September 6, 2017 by and among the Trinseo Lead Borrower, Trinseo Holdings, Trinseo ~~Materials S.à r.l.~~Ireland Holdings Limited, as Intermediate Holdings, Trinseo Co-Borrower, certain of Trinseo ~~Materials S.à r.l.’s~~Lead Borrower’s subsidiaries identified therein, the senior lenders (as named therein) and Trinseo Administrative Agent, together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed from time to time, including pursuant to the 2023 Incremental and Refinancing Amendment and the 2024 LuxCo Merger Amendment (as defined in the Trinseo Credit Agreement).”

“Trinseo Holdings” means (i) prior to the Second Amendment Effective Date, Trinseo Holding 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 26, boulevard Royal, L-2449 Luxembourg, registered with the R.C.S. Luxembourg under number B153582 and (ii) on and after the Second Amendment Effective Date, Trinseo LuxCo.”

““Trinseo Lead Borrower” means (i) prior to the Second Amendment Effective Date, Trinseo Materials Operating S.C.A., a partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of Luxembourg, having its registered office at 26, boulevard Royal, L-2449 Luxembourg, registered with the R.C.S. Luxembourg under number B153586 and (ii) on and after the Second Amendment Effective Date, Trinseo Holding 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 26, boulevard Royal, L-2449 Luxembourg, registered with the R.C.S. Luxembourg under number B153582.”

(e)

Section 1.02(a) shall be amended as follows:

“(a) a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciare), administrative dissolution without liquidation (dissolution administrative sans liquidation), ~~composition with creditors (concordat préventif de faillite)~~, moratorium or reprieve from payment (sursis de paiement), ~~controlled management (gestion contrôlée)~~, 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;”

(f)

Section 1.02(b) shall be amended as follows:

“a receiver, administrative receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur, or curateur, mandataire de justice or conciliateur;”

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(g)

The following shall be added as Section 1.02 (m):

“commencing negotiations with two or more of its creditors with a view to rescheduling any of its indebtedness includes any negotiations conducted in order to reach an amicable agreement (accord amiable)”.

(h)

The following shall be added as Section 7.03(h):

“(h) any unsecured Guarantee by any Loan Party of the obligations of any Affiliate of such Loan Party to suppliers, distributors, customers and licensees in the ordinary course of business.”

(i)

The following shall be added as Section 7.05(d):

“(d) the Loan Parties may consummate the LuxCo Merger Transactions.”

(j)

Section 7.07(q) shall be amended and restated in its entirety as follows:

“(q) not amend, restate, supplement or otherwise modify its Organization Documents in violation of this Agreement or in any respect that would impair its ability to comply with the Loan Documents.; provided; for the avoidance of doubt, that the Lead Borrower AoA Amendment is permitted.”

(k)

Section 8.01(f) shall be amended and restated in its entirety as follows:

“(f)          Insolvency Proceedings, Etc. Any Loan Party institutes or consents to the institution of, has instituted against it or has a petition presented against it for any proceeding under any Debtor Relief Law, or makes an assignment, arrangement or composition for the benefit of creditors; or applies for or consents to the appointment of any receiver, receiver-manager, trustee, statutory manager, custodian, monitor, conservator, liquidator, rehabilitator, controller, administrator, judicial manager, administrative receiver, process advisor, examiner or similar officer for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, statutory manager, custodian, monitor, conservator, liquidator, rehabilitator, administrator, judicial manager, administrative receiver, process advisor, examiner or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or, in relation to any Luxembourg Loan Party, a Luxembourg Insolvency Event has occurred; or”

SECTION 2.02          No Novation. The execution and delivery of this Amendment shall not constitute a novation or termination of the Existing Credit Agreement or of the credit facility or any other Loan Document thereunder or in respect thereof, except as provided herein.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Required Lenders party hereto to enter into this Amendment, each Loan Party party hereto hereby represents to the Administrative Agent and the Lenders as of the date hereof as follows:

SECTION 3.01          Authorization. Such Loan Party is duly authorized to execute and deliver this Amendment and is duly authorized to perform its obligations under the Credit Agreement and the other Loan Documents to which it is a party.

SECTION 3.02          No Contravention. The execution and delivery of this Amendment by such Loan Party does not and will not (i) contravene the terms of the Organization Documents of such Loan Party; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than as permitted by Section 7.01 of the Credit Agreement) under (x) any Contractual Obligation to which such Loan Party is a party or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (iii) violate any applicable Law; in the case of the foregoing clauses (ii) and (iii), except to the extent such conflict, breach, violation or contravention could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.03          Binding Effect. This Amendment is a legal, valid, and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar Laws of the United States or other applicable jurisdictions from time to time in effect relating to or affecting the rights and remedies of creditors generally or by general equitable principles.

ARTICLE IV

CONSENT TO LUXCO MERGER TRANSACTIONS

SECTION 4.01          Waiver and Consent to LuxCo Merger Transactions. Subject to the terms of this Amendment, and upon satisfaction or waiver of the conditions specified in Article V of this Amendment, the Administrative Agent and the Required Lenders party hereto hereby (a) consent to the LuxCo Merger Transactions and (b) waive any Defaults or Events of Default that may arise out of, or occur in connection with, the LuxCo Merger Transactions (the “Waiver and Consent”). The Waiver and Consent shall be effective only in this specific instance and for the specific purpose set forth herein, and does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.

SECTION 4.02          Consent to Amendment of Trinseo Credit Agreement. Pursuant to Section 7.11 of the Existing Credit Agreement, the Required Lenders hereby (a) consent to the execution by the Lead Borrower of that certain 2024 LuxCo Merger Amendment to the Trinseo Credit Agreement, dated as of the date hereof (the “OpCo LuxCo Merger Amendment”), attached hereto as Exhibit A and (ii) confirm that the OpCo LuxCo Merger Amendment will not adversely affect the interests of the Secured Parties.

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ARTICLE V

CONDITIONS PRECEDENT

SECTION 5.01          Conditions to Effectiveness. This Amendment, including the amendments to the Existing Credit Agreement set forth in Section 2.01 hereof, shall become effective on the first date each of the following conditions shall have been satisfied (or waived by the applicable Required Lenders) in form and substance satisfactory to the Administrative Agent and the Required Lenders (such date, the “Second Amendment Effective Date”):

(a)            The Administrative Agent (or its counsel) shall have received, each dated as of the date hereof unless otherwise indicated:

(i)

a counterpart signature page of this Amendment executed by each Loan Party, Successor Parent, the Administrative Agent and the Lenders constituting Required Lenders, each of which shall be originals, facsimiles or other electronic transmission unless otherwise specified, each properly executed by the applicable Persons specified below;

(ii)

an Acknowledgment and Confirmation, executed and delivered by a Responsible Officer of each Loan Party and each Limited Guarantor under the Credit Agreement;

(iii)

a Share Purchase Agreement, executed by Trinseo LuxCo, as seller, the Successor Parent, as purchaser and the Lead Borrower, as the company, transferring 100% of the Equity Interests held by Trinseo LuxCo in the Lead Borrower to Successor Parent;

(iv)

a Luxembourg law release agreement with respect to the Luxembourg Share Pledge Agreement, executed by the Administrative Agent, Trinseo LuxCo and the Lead Borrower;

(v)

a Luxembourg law governed share pledge agreement, executed by Successor Parent, the Administrative Agent and the Lead Borrower, pursuant to which Successor Parent pledges to the Administrative Agent, on behalf of the Secured Parties, all the shares issued by the Lead Borrower;

(vi)

a fully executed copy of the OpCo LuxCo Merger Amendment;

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(vii)

(i) either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (where relevant) or by the Luxembourg Companies Register with respect to the Luxembourg Loan Parties or by the Irish Companies Registration Office with respect to Successor Parent or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, (ii) a certificate of the secretary, an authorized representative, manager, assistant secretary or managing director (as applicable) of each Loan Party or a director in the case of Successor Parent, dated the Second Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the certificate of incorporation (and, where applicable, certificate of change of name), by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Second Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this Amendment, as applicable, the Acknowledgment and Confirmation delivered pursuant to clause (a)(ii) above and the other Collateral Documents, in each case, to which it is a party, authorizing a specified person or persons, on its behalf, to execute this Amendment, the Acknowledgment and Confirmation and the Collateral Documents to which it is a party, and to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection therewith and that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of such Loan Party has not been amended (in the case of the articles of incorporation of each such Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency (where applicable) and specimen signature of each officer or authorized signatory executing this Amendment, the Acknowledgment and Confirmation and the Collateral Documents to which it is a party or any other document delivered in connection herewith on behalf of such Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for each Loan Party from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties and Successor Parent), each dated a recent date prior to the Second Amendment Effective Date; (F) for Luxembourg Loan Parties (i) that each such Luxembourg Loan Party is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis de paiement), out-of-court mutual agreement (réorganisation extra-judiciaire par accord amiable), judicial reorganisation in the form of a stay to enter into a mutual agreement (sursis en vue de la conclusion d’un accord amiable), judicial reorganisation by collective agreement (réorganisation judiciaire par accord collectif), judicial reorganisation by transfer of assets or activities (réorganisation judiciaire par transfert sous autorité de justice), conciliation (conciliation) or protective measures (mesures en vue de préserver les enterprises), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally in Luxembourg or abroad, or any analogous procedure in any jurisdiction, nor subject to any proceedings under the Insolvency Regulation, no application has been made or is to be made by its managers or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur, mandataire de justice, conciliateur, or similar officer pursuant to any voluntary or judicial insolvency, winding-up, judicial reorganization, liquidation or similar proceedings, it is not in a cessation of payments (cessation de paiements) and has not lost its creditworthiness (ébranlement de crédit), (ii) a certificate of non-inscription of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) issued by the Luxembourg Insolvency Register (Registre de l’insolvabilité) held and maintained with the Luxembourg Companies Register in relation to the Luxembourg Loan Parties dated as of the Second Amendment Effective Date , (iii) an excerpt (extrait) from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated as of the Second Amendment Effective Date, (iv) it complies with the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Act dated 31 May 1999 on the domiciliation of companies, as amended from time to time, (v) that each copy document relating to it specified in this paragraph (xiii) is correct, complete and in full force and effect as at the a date no earlier than the Second Amendment Effective Date; and (G) for Successor Parent, (i) that securing or guaranteeing the Aggregate Commitments will not cause any security, guarantee or similar limit binding on Successor Parent to be exceeded, (ii) that each copy document relating to it specified in this Article V (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the Second Amendment Effective Date, and (iii) a solvency certificate in a form and substance satisfactory to the Administrator Agent; and

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(viii)

a customary opinion from each of (i) Ropes & Gray LLP, as New York counsel for the Loan Parties, (ii) a capacity opinion from Loyens & Loeff Luxembourg SARL, as Luxembourg counsel for the Loan Parties, (iii) NautaDutilh Avocats Luxembourg S.à r.l., as Luxembourg counsel to the Administrative Agent, and (iv) Arthur Cox LLP, as Irish counsel for the Required Lenders and the Administrative Agent, in respect of the capacity of Successor Parent, in each case, reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Required Lenders party hereto.

(b)            all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent (including the reasonable and documented fees and expenses of Paul Hastings LLP as counsel for the Administrative Agent and the Required Lenders) and the Required Lenders party hereto with respect to the transactions and amendments contemplated by this Amendment on or before the Second Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash;

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(c)            the representations and warranties of the Borrowers and each other Loan Party contained in Article III hereof shall be true and correct in all material respects as of the Second Amendment Effective Date; and

(d)            after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

The Administrative Agent’s delivery to the Borrowers of a copy of this Amendment executed by all necessary parties described in Section 5.01(a)(i) shall be deemed evidence that the Second Amendment Effective Date has occurred.

ARTICLE VI

RELEASE OF TRINSEO LUXCO

SECTION 6.01          Release. The Administrative Agent and the Required Lenders party hereto hereby agree that, upon the occurrence of the Second Amendment Effective Date:

(a)

Trinseo Luxco (the “Released Guarantor”) shall be irrevocably released from any and all of its obligations under the Credit Agreement, each other Loan Document and any other guaranty agreement, pledge agreement, or any other instrument executed by such Released Guarantor in connection with the Credit Agreement or any other Loan Document, which obligations of such Released Guarantor shall be deemed to be terminated and, from and after the Second Amendment Effective Date, such Released Guarantor will not have any obligations under the Credit Agreement or any other Loan Document to which it is a party;

(b)

All Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents by the Released Guarantor in the Collateral (as defined in the Credit Agreement) (such Collateral, the “Released Collateral”) shall, on the Second Amendment Effective Date, be unconditionally and irrevocably terminated and released without any recourse or warranty or representation whatsoever;

(c)

In furtherance of and in accordance with Section 9.11(b) of the Credit Agreement, the Collateral Agent shall, upon the reasonable written request of the Lead Borrower, execute or authenticate and deliver such additional lien releases, documents or instruments as may be necessary to evidence the release (including, without limitation, any documents or instruments required to terminate the Luxembourg Share Pledge Agreement), without any recourse or warranty or representation whatsoever, of any and all Liens upon the Released Collateral granted in favor of the Collateral Agent pursuant to the Loan Documents (in each case, as the expense of the Lead Borrower); and

(d)

In accordance with and as provided in, as applicable, the Credit Agreement and each other Loan Document, on the Second Amendment Effective Date, (i) the Released Guarantor shall cease to be a party to the Credit Agreement and each other Loan Document to which such Released Guarantor is a party and (ii) the Released Guarantor shall not have any rights or obligations thereunder.

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ARTICLE VII

JOINDER OF TRINSEO PLC

SECTION 7.01          Joinder. Pursuant to Section 6.14 of the Credit Agreement, Successor Parent hereby:

(a)

agrees that upon the occurrence of the Second Amendment Effective Date, Successor Parent shall become party to and a Guarantor and Loan Party under the Credit Agreement and the other Loan Documents, as applicable, and agrees to be bound by all of the terms, duties, obligations and undertakings thereof and thereunder;

(b)

agrees to irrevocably and unconditionally guaranty the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, Make-Whole Amount, Applicable Sale Premium, Applicable Prepayment Premium, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) of all Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document strictly in accordance with the terms thereof, pursuant to and in accordance with the terms and conditions set forth in Article XI of the Credit Agreement;

(c)

represents and warrants that the each of the representations and warranties set forth in the Credit Agreement and applicable to Successor Parent is true and correct in all material respects both before and after giving effect to this Article VII, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date;

(d)

[reserved]; and

(e)

that from time to time, upon reasonable request of Administrative Agent, Successor Parent shall take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Article VII.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01          Governing Law. This Amendment is governed by, and is to be construed in accordance with, the laws of the State of New York and shall be further subject to the provisions of Sections 10.15 and 10.16 of the Credit Agreement, mutatis mutandis. Each provision of this Amendment is severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.

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SECTION 8.02          Binding Effect. On and after the Second Amendment Effective Date, this Amendment shall bind the Administrative Agent, the Lenders, each Loan Party and their respective successors and assigns, and will inure to the benefit of Administrative Agent, the Lenders and each Loan Party and their respective successors and assigns.

SECTION 8.03          Ratification. Each Loan Party, by execution of this Amendment, hereby reaffirms, assumes, and binds itself to all applicable obligations, duties, rights, covenants, terms, and conditions that are contained in the Credit Agreement and the other Loan Documents (including the granting of any Liens for the benefit of the Administrative Agent and the Lenders).

SECTION 8.04          Loan Document; Expenses. This Amendment is a Loan Document. The Borrowers acknowledge that Administrative Agent’s reasonable and documented or invoiced out-of-pocket expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one primary external counsel) incurred in connection with this Amendment shall be paid by the Borrowers pursuant to Section 10.04 of the Credit Agreement.

SECTION 8.05          Counterparts; Execution. The parties may sign this Amendment in several counterparts, each of which will be deemed to be an original but all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.06          Further Assurances. Each of the parties to this Amendment agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Amendment.

SECTION 8.07          No Waivers. Except as expressly set forth herein, the amendments provided herein shall not by implication or otherwise limit, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, nor shall they constitute a waiver of any Default or Event of Default, nor shall they alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents. Except as expressly amended herein, the Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof. As used in the Credit Agreement, the terms “Agreement”, “herein”, “hereinafter”, “hereunder”, “hereto” and words of similar import shall mean, from and after the date hereof, the Existing Credit Agreement as amended hereby and as it may be amended, restated, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

SECTION 8.08          Section Captions. Section captions used in this Amendment are for convenience of reference only, and shall not affect the construction of this Amendment.

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SECTION 8.09          Lender Direction. Each Lender party hereto (which collectively constitute Required Lenders), by their execution hereof, hereby authorizes and directs the Administrative Agent to execute and deliver this Amendment on the date hereof.

SECTION 8.10          No Claims; Release. In consideration of the agreements of Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party party hereto, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective predecessors, successors, heirs, and assigns (individually and collectively, the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge each of the Administrative Agent, the Lenders, and each their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “Released Parties”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever (collectively, “Claims”), at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among each Loan Party, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof, in each case, based in whole or in part on facts, whether or not now known, existing before the date hereof; provided that the forgoing release shall not apply to (i) any Claims under or arising from or related to that certain Transaction Support Agreement, dated as of December 9, 2024, by and among Parent, certain Subsidiaries of Parent party thereto from time to time and the Supporting Creditors (as defined therein) and (ii) any Claims as a result of the gross negligence or willful miscount of any Released Party. Each Loan Party acknowledges that the foregoing release is a material inducement to each Lender’s decision to enter into this Amendment and agree to the modifications contemplated hereunder, and has been relied upon by the Lenders in connection therewith.

[Remainder of page intentionally left blank; signature pages follow.]

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

	TRINSEO LUXCO S.À R.L.,
	as Trinseo LuxCo

	By:	/s/ David Stasse
		Name: David Stasse
		Title: Manager

	Trinseo NA Finance LLC,
	as Holdings

	By:	/s/ David Stasse
		Name: David Stasse
		Title: Executive Vice President and Chief Financial Officer

	TRINSEO LUXCO FINANCE SPV S.À R.L.,
	as Lead Borrower

	By:	/s/ David Stasse
		Name: David Stasse
		Title: Manager

	Trinseo NA Finance SPV LLC,
	as Co-Borrower

	By:	/s/ David Stasse
		Name: David Stasse
		Title: Executive Vice President and Chief Financial Officer

	TRINSEO PLC
	as Successor Parent

	By:	/s/ Frank Bozich
		Name: Frank Bozich
		Title: Director

[Signature Page to Second Amendment to Credit Agreement]

	ALTER DOMUS (US) LLC,
	as Administrative Agent

	By:	/s/ Emily Ergang Pappas
		Name: Emily Ergang Pappas
		Title: Head of Legal, North America

[Signature Page to Second Amendment to Credit Agreement]

		AG CSF2A DISLOCATION MASTER FUND A,L.P.
		AG MM, L.P.
		AG CAPITAL SOLUTIONS SMA ONE, L.P.
		AG CREDIT SOLUTIONS MASTER FUND II A, L.P.
		AG CORPORATE CREDIT OPPORTUNITIES FUND, L.P.
		AG CATALOOCHEE, L.P.
		AG CSF 2023 OVERFLOW FUND (G), L.P.
		AG POTOMAC FUND, L.P.
		AG CENTRE STREET PARTNERSHIP, L.P.
		TPG AG PRIVATE CREDIT FINANCING 1 LLC
		AG SUPER FUND MASTER, L.P.
		AG CREDIT SOLUTIONS FUND II CO-INVESTMENT, L.P.
		each as a Lender

	By:	Angelo,Gordon & Co., L.P., as manager or advisor

	By:	/s/ Christopher Moore
		Name: Christopher Moore
		Title: Authorized Person

	OPPS XI TRINSEO HOLDINGS, L.P., as a Required Lender

	By:	Oaktree Fund GP, LLC – Its: General Partner

	By:	Oaktree Fund GP I, L.P. – Its: Managing Member


	By:	/s/ David Nicoll
		Name: David Nicoll
		Title: Managing Director

	By:	/s/ Ross Rosenfelt
		Name: Ross Rosenfelt
		Title: Managing Director


	OPPS XII TRINSEO HOLDINGS, L.P., as a Required Lender

	By:	Oaktree Fund GP IIA, LLC – Its: General Partner

	By:	Oaktree Fund GP II, L.P. – Its: Managing Member


	By:	/s/ David Nicoll
		Name: David Nicoll
		Title: Managing Director

	By:	/s/ Ross Rosenfelt
		Name: Ross Rosenfelt
		Title: Managing Director

EXHIBIT A

OpCo LuxCo Merger Amendment

[See attached]

Exhibit 99.1

Trinseo Launches Previously Announced Exchange Offer and Consent Solicitation

WAYNE, PA – December 16, 2024 – Trinseo PLC (NYSE: TSE), a specialty material solutions provider (“Trinseo” or the “Company”), today announced that its subsidiaries, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC (the “New Issuers”), have commenced a private offer to exchange (the “Exchange Offer”) any and all of the outstanding 5.125% Senior Notes due 2029 issued by the Existing Issuers (as defined herein) (the “Existing Notes”) in exchange for new 7.625% Second Lien Senior Secured Notes due 2029 (the “New Notes”) of the New Issuers. For each $1,000 principal amount of Existing Notes validly tendered prior to the expiration of the Exchange Offer, holders will be eligible to receive $850 principal amount of New Notes. The New Notes will have a coupon of 7.625% and will mature on May 3, 2029.

Simultaneously with the Exchange Offer, other Company subsidiaries, Trinseo Holding S.à r.l., and Trinseo Materials Finance, Inc. (the “Existing Issuers”), are conducting a solicitation of consents (the “Consent Solicitation”) with respect to certain amendments (the “Proposed Amendments”) to the indenture governing the Existing Notes. The Proposed Amendments will eliminate or waive substantially all of the restrictive covenants contained in the indenture governing the Existing Notes, eliminate certain events of default, releases the existing guarantees of the Existing Notes and modify or eliminate certain other provisions. The Proposed Amendments will be set forth in a supplemental indenture and subject to, among other things, the receipt of consents of the holder of more than 50% in aggregate principal amount of the Existing Notes. The supplemental indenture is expected to be executed promptly after the deadline for withdrawal.

The Exchange Offer and Consent Solicitation are being made upon the terms and conditions set forth in the confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”) dated December 16, 2024. The Exchange Offer will expire at 5:00 p.m., New York City time, on January 15, 2025, subject to being amended or extended. Existing Notes may be validly withdrawn and consents may be revoked at any time on or prior to 5:00 p.m., New York City time, on January 2, 2025, but not thereafter, unless extended.

The Exchange Offer is only being made, and copies of the Offering Memorandum will only be made available, to holders of the Existing Notes that have certified in an eligibility letter as to certain matters, including their status as either (1) a “qualified institutional buyer” under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (2) a person who is not a “U.S. person” as defined under Regulation S under the Securities Act. Requests for copies of this eligibility letter, the Offering Memorandum or other offering documents may be directed to the exchange and information agent, D.F. King & Co., Inc., at: (800) 791-3319 (toll free), (212) 269-5550 (for banks and brokers); by email at trinseo@dfking.com; or by mail, overnight courier or by hand at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005.

The New Notes will be jointly and severally unconditionally guaranteed by the Company, and certain of the Company’s direct and indirect subsidiaries organized in the United States, Luxembourg, Belgium, Germany, Indonesia, Taiwan and Switzerland. The New Notes and related guarantees will, subject to permitted liens and other limitations, be secured by certain second-priority security interests in the equity interests of the New Issuers, the assets of certain of the guarantors of the New Notes and substantially all of the assets of Altuglas LLC and Aristech Surfaces LLC, each an indirect subsidiary of the Company (and with respect to certain other assets of Trinseo Europe GmbH, a third or fourth-priority security interest, as applicable).

The consummation of the Exchange Offer and the Consent Solicitation is subject to and conditioned upon, among other things, more than 50% of the aggregate principal amount of the Existing Notes participating in the Exchange Offer and delivering consents to the Proposed Amendments. As previously disclosed, Trinseo and certain of its subsidiaries entered into a transaction support agreement (the “Support Agreement”) with certain holders and lenders of Trinseo’s outstanding senior notes and term loans, including holders of the Existing Notes representing approximately 74% of the aggregate principal amount outstanding of the Existing Notes (such holders of Existing Notes, the “Supporting Holders”). Pursuant to the Support Agreement, the Supporting Holders agreed, among other things and subject to the terms and conditions set forth therein, to tender in the Exchange Offer their Existing Notes in exchange for New Notes and deliver their consents for the Proposed Amendments in the Consent Solicitation.

Holders may not tender their Existing Notes pursuant to the Exchange Offer without delivering a consent with respect to such Existing Notes tendered pursuant to the Consent Solicitation, and holders may not deliver their consents pursuant to the Consent Solicitation without tendering the related Existing Notes pursuant to the Exchange Offer. No consideration will be paid for consents in the Consent Solicitation.

The following table describes certain terms of the exchange offer:

Title of Existing Notes

CUSIP Numbers or
ISINs

Outstanding
Principal
Amount

Exchange Consideration⁽¹⁾

5.125% Senior Notes due 2029

144A: 89668Q AF5 / US89668QAF54
Reg S: L9339W AE9 / USL9339WAE95

447,000,000

$850 Principal Amount of New Notes per $1,000 Principal Amount of Existing Notes

(1) Consideration in the form of principal amount of New Notes per $1,000 principal amount of Existing Notes that are validly tendered and accepted for exchange, subject to any rounding. Excludes accrued and unpaid interest on such Existing Notes from and including the last interest payment date on such Existing Notes to, but excluding, the settlement date of the Exchange Offer, which will be paid in the form of cash, in addition to the Exchange Consideration, as applicable.

The New Notes will not be registered under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) to non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell or the solicitation of tenders or consents. The Exchange Offer and the Consent Solicitation are only being made pursuant to the Offering Memorandum. The Exchange Offer and the Consent Solicitation are not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offering Memorandum, which more fully set forth and govern the terms and conditions of the Exchange Offer and Consent Solicitation. The Offering Memorandum contains important information and should be read carefully before any decision is made with respect to the Exchange Offer or Consent Solicitation.

Goldman Sachs & Co. LLC is acting as the dealer manager and solicitation agent in connection with the Exchange Offer and the Consent Solicitation.

About Trinseo

Trinseo (NYSE: TSE), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers.

From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers’ unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility.

Trinseo’s employees bring endless creativity to reimagining the possibilities with clients all over the world from the company’s locations in North America, Europe and Asia Pacific. Trinseo reported net sales of approximately $3.7 billion in 2023.

Cautionary Note on Forward-Looking Statements

This press release contains certain forward-looking statements, including without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” “estimate,” “see,” “outlook,” “will,” “may,” “might,” “tend,” “assume,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of similar meaning. Examples of forward-looking statements include, without limitation, statements concerning our ability to consummate the Exchange Offer and Consent Solicitation, the timing of the transactions and other statements which are not statements of historical facts. Forward-looking statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding its business, the economy, its current indebtedness, accessibility of debt markets, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Specific factors that may cause future results to differ from those expressed by the forward-looking statements, or otherwise impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, our ability to successfully consummate the Exchange Offer and the Consent Solicitation; the occurrence of any event, change or other circumstance that could give rise to the termination of the previously-announced transaction support agreement; ability to satisfy closing conditions to the completion of the transactions contemplated by the transaction support agreement; the Company’s ability to achieve the anticipated benefits from the transactions contemplated by the transaction support agreement; other risks related to the completion of the transactions contemplated by the transaction support agreement and actions related thereto; our ability to successfully implement proposed restructuring initiatives, including the closure of certain plants and product lines, and to successfully generate cost savings through restructuring and cost reduction initiatives; our ability to successfully execute our business and transformation strategy; the timing of, and our ability to complete, a sale of our interest in Americas Styrenics; increased costs or disruption in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; increased energy costs; compliance with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing facilities, including those resulting from accidental spills or discharges; conditions in the global economy and capital markets; our current and future levels of indebtedness and our ability to service, repay or refinance our indebtedness; our ability to meet the covenants under our existing indebtedness; our ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed in our Annual Report on Form 10-K filed with the SEC on February 23, 2024, under Part I, Item 1A – Risk Factors, our Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, and elsewhere in our other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, the Company’s actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Trinseo Contact: Bee van Kessel

Tel : +41 44 718 3685

Email: bvankessel@trinseo.com

# # #

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	001-36473
Entity Registrant Name	Trinseo PLC
Entity Central Index Key	0001519061
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	440 East Swedesford Road
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Wayne
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	610
Local Phone Number	240-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value $0.01 per share
Trading Symbol	TSE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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