Sixth Amendment Effective Date. This Amendment shall become effective as of the date first above written when and only when: (a) Administrative Agent shall have received all of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date reasonably satisfactory to Administrative Agent: (i) this Amendment, executed by the Borrower, the Guarantors, each of the Existing Lenders, New Lenders, the Administrative Agent, Issuing Bank, and Swingline Lender; (ii) the Consent and Agreement attached to this Amendment executed by the Guarantors; (iii) a Note for each New Lender requesting such a Note executed by the Borrower in favor of each such New Lender, each Note dated as of the Sixth Amendment Effective Date; (iv) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof; (v) a certificate from Borrower (i) representing and warranting that, on and as of the Sixth Amendment Effective Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Sixth Amendment Effective Date after giving effect to actual Credit Exposure on the Sixth Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (vi) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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Sixth Amendment Effective Date. This Amendment Amendment, including the amendments to the Existing Credit Agreement contained in Section 2 hereof shall become effective as of the first date first above written when and only when: (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 all received, each dated as of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date reasonably satisfactory to Administrative Agenthereof unless otherwise indicated:
(i) a counterpart signature page of this Amendment, Amendment duly executed by the BorrowerExisting Holdings, Intermediate Holdings, the GuarantorsExisting Borrowers, each of the Existing Lenders, New Lenders, Trinseo LuxCo and the Administrative Agent, Issuing Bank, and Swingline Lender;
(ii) the Consent 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 attached to this Amendment executed (in each case, including by the Guarantorsway of facsimile or other electronic transmission);
(iii) a Note for each New Lender requesting such a Note the Assumption Agreement, executed by Existing Holdings, Existing Borrower, Trinseo LuxCo and the Borrower 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 New LenderLoan 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 Note 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 ▇▇▇▇▇▇ & Loeff Luxembourg S.à ▇.▇., 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;
(ivxi) from the Borrower and the Guarantorsa Subordination Agreement, such certificates of secretaryexecuted by LuxCo Finance, assistant secretaryTrinseo LuxCo, managereach Loan Party, or general partner, as applicable, as the Administrative Agent may reasonably requireand the Super Holdco Facility Agent, certifying 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
(ixii) resolutions a copy of its board the joint merger proposal dated as of directorsJuly 29, managers or members 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 their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (iion behalf of) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered 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 attaching before the Sixth Amendment Effective Date pursuant to any amendments written agreement with the Existing Borrowers shall have been (or restatements thereofshall substantially contemporaneously be) paid in full in cash;
(vc) a certificate from Borrower (i) representing the representations and warranting that, warranties contained in Section 4 of this Amendment shall be true and correct on and as of the Sixth Amendment Effective Date, before and ;
(d) after giving effect to the increase in Commitments resulting hereunder (A) this Amendment, no Default or Event of Default exists or would exist immediately after giving effect to the increase in the Commitments, shall have occurred and be continuing; and
(Be) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of Administrative Agent shall have received, at least two Business Days prior to the Sixth Amendment Effective Date, except 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 extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Sixth Amendment Effective Date after giving effect to actual Credit Exposure on the Sixth Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and
(vi) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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Sources: Credit Agreement (Trinseo PLC)
Sixth Amendment Effective Date. This Sixth Amendment shall become effective as of the first date first above written when (the “Sixth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2024 Refinancing Term Lenders and only when: the Administrative Agent):
(a) The Administrative Agent shall have received all a counterpart signature page of the following, at Administrative Agent’s office, this Sixth Amendment duly executed by each Loan Party, the Administrative Agent and delivered and in formeach 2024 Refinancing Term Lender (which, substance and date reasonably satisfactory to for the avoidance of doubt, shall constitute the Required Lenders).
(b) The Administrative Agent:
Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) this Amendmentattaching the articles of formation or other or formation documents of such Loan Party and the bylaws, executed operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the Borrowerextent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the Guarantors, each of the Existing Lenders, New Lenders, date such documents were previously delivered to the Administrative Agent, Issuing Bank, and Swingline Lender;
(ii) certifying that attached thereto are the Consent and Agreement attached to this Amendment executed by the Guarantors;
(iii) a Note for each New Lender requesting such a Note executed by the Borrower in favor of each such New Lender, each Note dated as resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Sixth Amendment Effective Date;
(iv) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partnerother Loan Documents, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers being in full force and effect without modification or members (or their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent and Lenders or attaching any amendments or restatements thereof;
(v) a certificate from Borrower (i) representing and warranting that, on and amendment as of the Sixth Amendment Effective Date, before (iii) attaching signature and after giving effect incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below.
(c) The Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the increase in Commitments resulting hereunder extent such concept exists.
(Ai) no Default or Event of Default exists or would exist immediately after giving effect At least three (3) Business Days prior to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Sixth Amendment Effective Date, except the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Sixth Amendment Effective Date after giving effect and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to actual such Borrower (as defined in the Amended Credit Exposure Agreement).
(e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2024 Refinancing Term Lender party hereto and dated the Sixth Amendment Effective Date) of:
(i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and
(ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties.
(f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Sixth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Sixth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent.
(g) The Administrative Agent shall have received:
(i) A Request for Credit Extension in respect of the 2024 Refinancing Term Loans to be made on the Sixth Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and
(viii) an opinion from A notice of prepayment with respect to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement.
(h) The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby), dated the Sixth Amendment Effective Date, of the Initial Borrower’s President.
(i) This Sixth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.
(j) The Administrative Agent shall have received a Co-Borrower Joinder Agreement, executed by ▇▇▇▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel▇▇▇▇▇▇.
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