Common use of Third Amendment Effective Date Clause in Contracts

Third Amendment Effective Date. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of facsimile or other electronic transmission); (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third 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 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may be.

Third Amendment Effective Date. This Third Amendment shall become effective as of the date first date written above (the “"Third Amendment Effective Date”") on which upon the satisfaction of each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdingsconditions, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including in form and substance satisfactory to Successor Agent: Successor Agent shall have received counterparts hereof executed by way Transferor, Collection Agent, GECC Committed Purchaser and Existing Agent; Successor Agent shall have received counterparts from each party thereto with respect to each of facsimile or other electronic transmission); (c) the 2021 Incremental following documents: that certain Second AmendmentAmendment to Amended and Restated Receivables Purchase Agreement, dated as of the date hereof, among Holdingsthe Sellers and Transferor and acknowledged by GECC Committed Purchaser; that certain letter agreement regarding fees and syndication, dated as of December 2, 2004, between GE Capital and Collection Agent; that certain letter agreement regarding commitments to lend, dated as of December 2, 2004, between GE Capital and Collection Agent (the Borrowers"Commitment Letter"); that certain letter agreement, dated as of the Administrative date hereof, among Transferor, Successor Agent and Existing Agent and acknowledged by JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA), as collection bank; that certain letter agreement, dated as of the Lenders party theretodate hereof, shall have become effective; among Transferor, Successor Agent and Existing Agent and acknowledged by JPMorgan Chase Bank, N.A., as collection bank; that certain Required Currency Hedge Assignment, dated as of the date hereof, among Transferor and Successor Agent and acknowledged by JPMorgan Chase Bank, N.A., as currency hedge counterparty; that certain letter agreement, dated as of the date hereof, among Transferor, Successor Agent and Existing Agent and acknowledged by JPMorgan Chase Bank, N.A., as swap counterparty; that certain Credit Default Swap Assignment, dated as of the date hereof, among Transferor, Successor Agent and Existing Agent and acknowledged by JPMorgan Chase Bank, N.A. as swap counterparty; that certain Transfer Supplement No. 1, dated as of the date hereof, among GECC Committed Purchaser, JPMorgan Chase Bank, N.A., Delaware Funding Corporation (d) successor by assignment to Park Avenue Receivables Corporation), Existing Agent, Transferor and Collection Agent; that certain Transfer Supplement No. 2, dated as of the Administrative date hereof, among GECC Committed Purchaser, IXIS Financial Products (formerly known as CDC Financial Products Inc.), Eiffel Funding, LLC, Existing Agent, Transferor and Collection Agent; and that certain Transfer Supplement No. 3, dated as of the date hereof, among GECC Committed Purchaser, The Bank of Nova Scotia, Liberty Street Funding Corp., Existing Agent, Transferor and Collection Agent; Successor Agent (or its counsel) shall have received a certificate of a Responsible Officer of Collection Agent which certificate certifies as to the truth and completeness of the Transfer Agreement, the Receivables Purchase Agreement, each existing Lockbox Agreement, each existing Credit Default Swap and assignment thereof, each existing Required Currency Hedge and assignment thereof and each effective UCC-1 financing statement filed in connection with the Receivables Purchase Agreement or the Transfer Agreement, in each case, attached to such certificate; Successor Agent shall have received evidence satisfactory to it that the UCC-3 amendments have been filed in the appropriate filing offices to evidence the assignment to Successor Agent of all effective UCC-1 financing statements filed in connection with the Receivables Purchase Agreement or the Transfer Agreement; All of the representations and warranties of Transferor and Collection Agent contained in this Third Amendment, the Transfer Agreement and the other Transaction Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date, as if then made (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the other than representations and warranties contained in Section 4 which expressly speak as of this Amendment a different date, which shall be true and correct in all material respects as of that date); All of the representations and warranties of the Sellers contained in the Receivables Purchase Agreement and the other Transaction Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date Date, as if then made (other than representations and warranties which expressly speak as of a different date, which shall be true and correct in all material respects as of that date); Both immediately prior to and after giving effect to the Administrative Third Amendment, no Termination Event or Potential Termination Event shall has occurred and be continuing; Successor Agent (or its counsel) shall have received a certificate dated received, for the account of itself and GECC Committed Purchaser, (i) payment of all Fees due and payable under the Fee Letters as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, and (ii) a certificate payment of all costs and expenses due and payable under Section 2.23 of the secretaryTransfer Agreement, an authorized representative, assistant secretary or managing director (as applicable) of each Loan Party dated the Third Amendment Effective Date Fee Letters and certifying (A) that (x) attached thereto is a true the Commitment Letter. Reference to and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect Effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third 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 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may beRelated Documents.

Third Amendment Effective Date. This Third Amendment shall will become effective on April 19, 2002 or the first Business Day thereafter as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have precedent has been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders"Third Amendment Effective Date"): (a) The Agent has received from the Administrative Agent (Company and each of the Banks a duly executed original or its counsel) shall have received a facsimile counterpart signature page of this Amendment duly executed (any such facsimiles to be promptly followed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender;originals thereof). (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of facsimile or other electronic transmission); (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the The "Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (" as defined in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (Facility A Credit Agreement of even date herewith has occurred or shall substantially is occurring contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same;hereunder. (hc) The Agent has received the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor opinions of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower orSkadden, if no chief financial officer has been appointedArps, from the Permanent RepresentativeSlate, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes ▇▇▇▇▇▇▇ & G▇▇▇▇ LLP, as New York special counsel for to the Loan PartiesCompany, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ Ball ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong special counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent Company and the Partner Entities (other than Fremont), addressed to the 2021 Refinancing Revolving Credit Lenders dated Agent and the Banks, substantially in the forms attached as Exhibits B and C hereto. (d) The Company shall have paid to the Agent, for application to the payment and/or prepayment of the Facility A Loans and the Facility B Loans, an amount equal to $64,734,356; provided that satisfaction of the corresponding condition precedent in the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third 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 Facility A Credit Agreement dated as a “legal entity customer” under the Beneficial Ownership Regulation, that has been requested in writing at least 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment hereof shall be deemed to satisfy this condition precedent. (e) The Company shall have consented to, approved or accepted, paid to the Agent (or to such party as the Agent directs), its reasonable legal and non-legal expenses incurred through the date hereof in connection with this Third Amendment including the reasonable legal fees and expenses of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇, PLLC, as counsel to the Agent and the fees and expenses of Ernst & Young Corporate Finance LLC, as financial advisor to the Agent's counsel; provided that satisfaction of the corresponding condition precedent in the Third Amendment to the Facility A Credit Agreement dated as of the date hereof shall be satisfied withdeemed to satisfy this condition precedent. (f) The Company shall have funded the retainer required by Section 8 hereof to the reasonable satisfaction of the Agent. (g) The Company shall have delivered to the Agent a Borrowing Base Certificate as of March 31, each document or other matter required hereunder 2002 in substantially the form of Schedule 7.1(j) and certified by a Responsible Officer of the Company to be consented to or approved by or acceptable or satisfactory true and correct as of such date. (h) The Company shall have delivered to the Administrative Agent or such 2021 Refinancing Revolving Credit Lendera fully executed copy of that certain Intercreditor Agreement dated as of the date hereof among the Company, the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, Bank of America, N.A., as Agent for the case may beBanks from time to time party to the Facility A Credit Agreement, the Banks party to the Facility A Credit Agreement, and the holders of the Senior Notes.

Third Amendment Effective Date. This Third Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 2020 Refinancing Revolving Credit LendersTerm Lenders and the Administrative Agent): (a) the The Administrative Agent (or its counsel) shall have received a counterpart signature page of this Third Amendment duly executed by Holdings, Intermediate Holdings, each BorrowerLoan Party, the Administrative Agent, the Swing Line Lender, each L/C Issuer Agent and each 2021 2020 Refinancing Revolving Credit Lender;Term Lender (which, for the avoidance of doubt, shall constitute the Required Lenders). (b) the The Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party and the Lead Borrowerbylaws, the Co-Borrower and each Guarantor (operating agreement or comparable governing document of such Loan Party, in each case, including certified by way an appropriate Governmental Authority, to the extent applicable, (ii) certifying that attached thereto are the resolutions of facsimile the Board of Directors (or other electronic transmission); (cgoverning body) of such Loan Party approving and authorizing the 2021 Incremental Second Amendmentexecution, dated delivery and performance of this Third Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the Third Amendment Effective Date, (iiii) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect attaching signature and incumbency certificates of the debenture dated 6 September 2017, as supplemented by the deed Responsible Officers of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) such Loan Party executing Loan Documents to which it is a party and (iv) attaching the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent;good standing certificates described in clause (c) below. (ec) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the The Administrative Agent shall have received a Revolving Credit Note executed certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the Borrowers in favor appropriate Governmental Authority of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at the state of incorporation or formation, as the case may be and to the extent such concept exists. (d) (i) At least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least two ten (10) Business Days prior to the Third Amendment Effective Date, all documentation Date and other information required about that the Borrowers Administrative Agent and the Guarantors 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 USA PATRIOT Act and a Beneficial Ownership Certification for (ii) if any Borrower or Guarantor that (as defined in the Amended Credit Agreement) qualifies as a “legal entity customerentity” customer under the Beneficial Ownership Regulation, that has been requested such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in writing at least 10 Business Days prior relation to such Borrower (as defined in the Amended Credit Agreement). (e) The Administrative Agent shall have received a written legal opinion reasonably satisfactory to it (addressed to it and each 2020 Refinancing Term Lender party hereto and dated the Third Amendment Effective Date. For purposes ) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; and (ii) Stikeman Elliot LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of determining whether Section 10.04 of the conditions specified in this ‎Section 5 Existing Credit Agreement, the Borrowers shall have been satisfied on paid all fees and other amounts due and payable to the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, Lead Arrangers and the Administrative Agent in connection with this Third Amendment, including reimbursement or payment of reasonable costs and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved expenses actually incurred by the Lead Arrangers or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent in connection with this Third Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent. (g) The Administrative Agent shall have received a Request for Credit Extension in respect of the 2020 Refinancing Term Loans to be made on the Third Amendment Effective Date. (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 Third Amendment Effective Date, of the Initial Borrower’s chief financial officer. (i) This Third Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement. ​ (j) The Administrative Agent shall have received payment, by or such 2021 on behalf of the Borrower for the account of each 2020 Refinancing Revolving Credit Term Lender, as of a consent fee for such lender equal to the case may beamount of 0.25% of the aggregate principal amount of the 2020 Refinancing Term Loans of such 2020 Refinancing Term Lender.

Third Amendment Effective Date. This Amendment The amendments set forth in Section 1 of this Agreement shall become effective as upon satisfaction of the first date following conditions (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) (i) the Administrative Agent (or its counsel) Third Amendment Signing Date shall have received a counterpart signature page of this occurred and (ii) the Third Amendment duly executed by Holdings, Intermediate Holdings, each Borrower, Effective Date shall occur on or before the Administrative Agent, date that is 60 days following the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit LenderThird Amendment Signing Date; (b) the Administrative Agent (or its counsel) Third Amendment Transactions shall have received be consummated substantially simultaneously with the Acknowledgment and Confirmation, Third Amendment Effective Date substantially in accordance with the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each terms of the Lead BorrowerTransaction Support Agreement without any amendment, supplement or other modification thereto materially adverse to the Co-Borrower and each Guarantor (in each caseLenders, including by way of facsimile or other electronic transmission)without limitation the Term Loan B Prepayment and Senior Secured Notes Redemption; (c) Agent shall have received (i) a payoff letter evidencing the 2021 Incremental Second AmendmentTerm Loan B Prepayment, dated as of in form and substance reasonably satisfactory to the date hereof, among Holdings, the Borrowers, the Administrative Agent and (ii) a copy of a notice of redemption with respect to the Lenders party theretoSenior Secured Notes Redemption and, shall have become effectivein each case, customary documentation with respect to the release and termination of security interests in connection with the Term Loan B Prepayment and the Senior Secured Notes Redemption (including UCC-3 financing statement releases); (d) the Administrative Agent execution and delivery of each applicable Intercreditor Agreement by the applicable parties thereto; (or its counsele) shall have received on after giving effect to the amendments in Section 1 hereof and upon consummation of the Third Amendment Effective DateTransactions, (i) the Hong Kong law-governed second deed no Default or Event of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”)Default shall exist, (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained set forth in Section 4 9 of this Amendment shall be the Loan Agreement are true and correct in all material respects as of the Third Amendment Effective Date (or, with respect to representations and the Administrative Agent warranties qualified by materiality, in all respects) (or its counselexcept for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) shall have received a certificate dated as of such earlier date), (iii) the Third Amendment Effective Date signed by Borrowers and their consolidated Restricted Subsidiaries, taken as a Responsible Officer whole, are Solvent and (iv) since December 31, 2021, there has been no change in the condition, financial or otherwise, of the Lead Borrower certifying Holdings and its Restricted Subsidiaries, taken as a whole, that could reasonably be expected to the samehave a Material Adverse Effect; (hf) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (i) either (x) a copy of the certificate or articles of incorporationcertificate, articles of association (statuts) or equivalent organizational documentin form and substance reasonably satisfactory to it, including all amendments thereto, from a Responsible Officer of each Loan Party, certified Borrower certifying 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 satisfaction of clause (ye) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, of this Section 3 and (ii) a certificate perfection certificate, in form and substance reasonably satisfactory to it, executed by a Responsible Officer of the secretary, an authorized representative, assistant secretary or managing director (as applicable) of each Loan Party dated Agent; (g) all accrued fees and expenses of Agent (including the fees and expenses of counsel (including any local counsel) for Agent) due from the Loan Parties on or prior to the Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy pursuant to the Loan Documents shall have been paid in full in cash, including an amendment fee for the ratable benefit of each Lender party hereto in an amount equal to 0.25% of the by-laws, articles aggregate amount of association or operating, management, partnership or similar agreement of such Loan Party as in effect each Lender’s Facility Commitments on the Third Amendment Effective Date (such amendment fee to be fully earned and at all times since a date prior due and payable on, and subject to the date occurrence 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third Amendment Effective Date; , and (F) shall not be refundable 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 (failliteany reason), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (kh) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative extent reasonably requested by Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, or any Lender at least two 10 Business Days prior to the Third Amendment Effective Date, each Borrower shall have provided all documentation and other information required about the Borrowers and the Guarantors under as Agent or any Lender shall have reasonably requested in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation the USA PATRIOT Patriot Act and a Beneficial Ownership Certification for Regulation. If any Borrower or Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that has been requested it shall have provided a Beneficial Ownership Certification to Agent and Lenders in writing at least 10 Business Days prior relation to such Borrower; and (i) giving effect to the Third Amendment Effective Date. For purposes of determining whether Date and the conditions specified in this ‎Section 5 have been satisfied on the date hereoftransactions contemplated herein, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment Availability shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory at least $60,000,000 (without giving effect to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as $35,000,000 U.S. Bank Product Reserve included in the case may beBorrowing Base).

Third Amendment Effective Date. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit LendersAdministrative Agent): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, Intermediate Holdings, the Borrower and each BorrowerLoan Party, the Administrative Agent, each New Term Lender and certain other Lenders, who shall, collectively with the Swing Line LenderNew Term Lenders, each L/C Issuer and each 2021 Refinancing Revolving Credit Lenderrepresent (immediately after giving effect to this Amendment) the Required Lenders; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the Lead Borrowerstate of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the Co-Borrower transactions contemplated therein and each Guarantor authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the Third Amendment Effective Date to be true and correct and in force and effect as of such date, (in each case, including by way iii) certifying as to the incumbency and genuineness of facsimile the signatures of the officers or other electronic transmission)authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5; (c) to the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, extent requested by the Administrative Agent and the Lenders party theretoAgent, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received received, on behalf of itself and the Lenders and each Issuing Bank on the Third Amendment Effective Date, a customary written opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited Borrower and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”)Subsidiary Guarantors, (ii) DLA Piper LLP in its capacity as special Delaware counsel for Holdings, the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. Borrower and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), Subsidiary Guarantors and (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (DLA Piper LLP in respect (A) the Singapore law security deed dated 6 September 2017, its capacity as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between special Virginia counsel for Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company Borrower and the Collateral Subsidiary Guarantors; (d) to the extent requested by the Administrative Agent, the Administrative Agent shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, at least two Business Days prior to the Third Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Third Amendment Effective Date); (f) all fees and expenses required to be paid by (or on behalf of) the Borrowers Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Credit Agreement and pursuant to Section 7 hereof) or any arranger pursuant to any engagement letter with respect to the 2021 Refinancing Revolving Credit Loans Borrower on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; cash (f) no Default shall have occurred and be continuing; (g) in the representations and warranties contained in Section 4 case of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as expenses, to the same; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note extent invoiced at least three (3) Business Days prior to the Third Amendment Effective Date); (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (kg) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as Borrowing Request in respect of the New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable Term Loans to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated be made on the Third Amendment Effective DateDate in accordance with the requirements of the Credit Agreement; and (lh) no Event of Default under Sections 7.01(a), (f) or (g) of the Administrative Agent Credit Agreement shall have received, at least two Business Days exist immediately prior to the Third 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 10 Business Days prior after giving effect to the Third Amendment Effective Dateeffectiveness of this Amendment. For purposes of determining whether the conditions specified in this ‎Section Section 5 have been satisfied on the date hereof, by funding the funding of 2021 Refinancing Revolving Credit New Term Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit New Term Lender that has executed this Amendment Agreement (or an Assignment and Assumption on the date hereof) shall be deemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may behereunder.

Third Amendment Effective Date. This Amendment (subject to the last sentence of this Section 6) and the amendments to the Credit Agreement set forth in Section 4(a) above shall become effective as of the first date hereof (such date, the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of facsimile or other electronic transmission); (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender ; provided that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from duly executed counterparts hereof that, when taken together, bear the Lead Borrower a solvency certificate from the chief financial officer signatures of the Lead Borrower orAdministrative Agent, if no chief financial officer has been appointedthe Company, from the Permanent RepresentativeRequired Lenders, in the form of Exhibit I to the Credit Agreement; each Increasing/Joinder Lender and each New Swing Line Euro Lender, (jii) the Administrative Agent shall have received (i) either (x) a copy of such documents and certificates as the certificate Administrative Agent or articles of incorporationits counsel may reasonably request relating to the organization, articles of association (statuts) or equivalent organizational document, including all amendments thereto, existence and good standing of each Loan Party, certified as the authorization 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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or and the Acknowledgment Amended Credit Agreement and Confirmation delivered pursuant any other legal matters relating to clause the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, (biii) above the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the date hereof signed by a Responsible Officer of the Company certifying to the accuracy of the representations and that such resolutions have not been modified, rescinded or amended warranties contained in Sections 5(c) and are in full force and effect (as applicabled), (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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (kiv) the Administrative Agent shall have received a customary favorable legal opinion from (i) Ropes & G▇▇▇ LLP, as New York of counsel for to the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for Company addressed to the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇the Lenders, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore L/C Issuers and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent Swing Line Lenders and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and , which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent and (lv) the Company shall have paid all fees, expenses and other amounts due to (x) JPMCB and the Increasing/Joinder Lenders in connection with this Amendment as separately agreed by the Company and (y) the Administrative Agent pursuant to Section 10 hereof. For the avoidance of doubt, it is understood and agreed that the Worldpay Closing Date Amendments shall have received, at least two Business Days prior to not become effective until and upon the occurrence of the Worldpay Closing Date. The Administrative Agent shall notify the Company and the Lenders of the Third 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 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment such notice shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may beconclusive and binding.

Third Amendment Effective Date. This Third Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders):satisfied: (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached heretoThird Amendment, executed and delivered by a Responsible Officer of the Administrative Agent, each Loan Party and each Term Lender listed on Schedule 2.01 of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of facsimile or other electronic transmission)Amended Credit Agreement; (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (eb) all fees and expenses required to be paid by (or on behalf of) the Borrowers Borrower to the Administrative Agent or any arranger pursuant to any fee letter with respect to the 2021 Refinancing Revolving Credit Loans Borrower on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cashcash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Third Amendment Effective Date or such shorter period agreed by the Borrower in its sole discretion); (f) no Default shall have occurred and be continuing; (gc) the representations and warranties contained of each Loan Party set forth herein and in Section 4 the Loan Documents shall be true and correct in all material respects on and as of this the Third Amendment Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the Third Amendment Effective Date or on such earlier date, as the case may be; (d) at the time of and immediately after giving effect to this Third Amendment, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (c) and (d) of this Section 5; (f) the Administrative Agent (or its counsel) shall have received a certificate favorable written opinion (addressed to the Administrative Agent and the Lenders) of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties (i) dated as of the Third Amendment Effective Date signed and (ii) in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received a copy of (i) organizational document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the responsible officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Third Amendment Effective Date by a Responsible Officer secretary, an assistant secretary or a responsible officer of the Lead Borrower certifying such Loan Party as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the sameextent such concept, or an analogous concept, exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third Amendment Effective Date, all documentation and other information required about the Borrowers and the Guarantors by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including including, without limitation limitation, the USA PATRIOT Act Act, that has been requested at least ten days prior to the Third Amendment Effective Date and a Beneficial Ownership Certification for any (ii) to the extent the Borrower or Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that Regulation and a Lender has been requested in writing a written notice to the Borrower at least 10 days prior to the Third Amendment Effective Date a Beneficial Ownership Certification in relation to the Borrower, such Lender shall have received such Beneficial Ownership Certification with respect to the Borrower at least three Business Days prior to the Third Amendment Effective Date. For purposes Date (provided that, upon the execution and delivery by such Lender of determining whether its signature page to this Third Amendment, the conditions specified set forth in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment clause (h) shall be deemed to be satisfied); (i) the Borrower shall have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory delivered to the Administrative Agent the notice required by Section 2.03 of the Amended Credit Agreement; and (j) all Existing Term Loans shall have been continued as or such 2021 Refinancing Revolving replaced with (as applicable) Initial Term Loans under the Amended Credit Lender, as the case may beAgreement.

Third Amendment Effective Date. This Amendment The Limited Waiver in Section 1 and the amendment to the Credit Agreement in Section 2 shall become effective as on the date on which each of the first date following conditions precedent is satisfied in a manner reasonably satisfactory to the Lender (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) the Administrative Agent (or its counsel) and the Lender shall have received a counterpart signature page received: (i) counterparts of this Amendment Third Amendment, duly executed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached heretoauthorized, executed and delivered by the Borrower, the Guarantors the Lender, the Sellers and the Administrative Agent; provided that counterparts may be delivered by Mobil Pacific Pipeline Company and the Administrative Agent on or before June 30, 2026; (ii) certificate of the appropriate state agencies, as requested by the Lender, with respect to the existence, qualification and good standing of each Credit Party in its jurisdiction of organization; (iii) a certificate of a Responsible Officer of each the Borrower certifying that the (A) conditions set forth in Sections 5(b) and 5(c) have been satisfied as of the Lead BorrowerThird Amendment Effective Date and (B) the representations and warranties contained in Section 3 of this Third Amendment are true and correct on and as of the Third Amendment Effective Date (except for such representations and warranties made as of a specific date, in which case such representations and warranties are true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality contained in Section 3 of this Third Amendment as to such representations and warranties. 3 (b) there shall be no pending litigation seeking to enjoin or prevent the Co-Borrower and each Guarantor (in each case, including by way execution of facsimile this Third Amendment or other electronic transmission);the consummation of the transactions contemplated thereby; [and] (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, no Material Adverse Effect shall have become effective;occurred; and (d) the Administrative Agent (or its counsel) Borrower shall have received paid Lender on or before the Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated a $30,000,000 amendment fee, which fee shall be fully earned, due and payable in full in cash on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited hereof and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) to the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017extent invoiced, as supplemented all other outstanding fees, premiums, expenses and other charges then payable by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers it to the Administrative Agent and the Lender (including the reasonable fees, charges and disbursements of counsel for the Lender and the Administrative Agent). Any fees, premiums, expenses or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers other charges not so invoiced shall have been (or shall substantially contemporaneously be) be paid in full in cash; (f) no Default shall have occurred an estimated amount agreed to by the Parties, and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as trued up within ten business days of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes & G▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third 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 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may be.

Third Amendment Effective Date. This Amendment shall become effective as of be binding upon the first date Administrative Agent, Borrower, the Increasing Lenders, and each other Lender on the last day (the “Third Amendment Effective Date”) on upon which each (a) counterparts of the following conditions this Amendment shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders): (a) the executed and delivered to Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, and the Swing Line LenderIncreasing Lenders, each L/C Issuer or when Administrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and each 2021 Refinancing Revolving Credit Lender; are delivering to Administrative Agent counterparts thereof; (b) the Revolving Notes (if any have been previously been requested by the Increasing Lenders) are executed by Borrower and delivered in accordance with Paragraph 1.3 hereof; (c) Borrower shall have paid to Administrative Agent (or its counselfor distribution to the Increasing Lenders) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of upfront fee payable to each of the Lead Borrower, Increasing Lenders in the Co-Borrower and respective amounts set forth as the “Third Amendment Upfront Fee” on Annex B for each Guarantor (in each case, including by way of facsimile or other electronic transmission); (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; Increasing Lender; (d) the Administrative Agent (or its counsel) Borrower shall have received on repaid all outstanding Loans, to the Third Amendment Effective Date, extent any such Loans are outstanding (i) without giving effect to any Loans made after the Hong Kong law-governed second deed of confirmatory security dated on or about the date effectiveness of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”Amendment), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; ; (e) all fees and expenses required Borrower shall have delivered to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been copies (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 or Assistant 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 applicableBorrower) of each Loan Party dated the Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third Amendment Effective Date and at all times since a date prior corporate action taken by Borrower 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 authorize the execution, delivery delivery, and performance of this Amendment and/or the Acknowledgment Amendment, and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third Amendment Effective Daterelated Debt incurrence; and (Ff) for Luxembourg Loan Parties (x) that each such Luxembourg Loan Party is not subject Borrower shall have delivered 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary an opinion from (i) Ropes & Gof ▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ & ▇▇▇▇▇▇▇ LLP, as Germancounsel to Borrower, Singapore addressed to Administrative Agent and Hong Kong counsel for the Loan PartiesLenders, in each case, form and substance reasonably acceptable to the Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders dated the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third 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 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may beAgent.

Third Amendment Effective Date. This Amendment shall will become effective on April 19, 2002 or the first Business Day thereafter as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have precedent has been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders"Third Amendment Effective Date"): (a) The Agent has received from the Administrative Agent (Company and each of the Banks a duly executed original or its counsel) shall have received a facsimile counterpart signature page of this Amendment duly executed (any such facsimiles to be promptly followed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender;originals thereof). (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of facsimile or other electronic transmission); (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the The "Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (" as defined in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (Facility B Credit Agreement of even date herewith has occurred or shall substantially is occurring contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same;hereunder. (hc) The Agent has received the Administrative Agent shall have received a Revolving Credit Note executed by the Borrowers in favor opinions of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to the Third Amendment Effective Date; (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower orSkadden, if no chief financial officer has been appointedArps, from the Permanent RepresentativeSlate, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes ▇▇▇▇▇▇▇ & G▇▇▇▇ LLP, as New York special counsel for to the Loan PartiesCompany, (ii) Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇ Ball ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong special counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent Company and the Partner Entities (other than Fremont), addressed to the 2021 Refinancing Revolving Credit Lenders dated Agent and the Banks, substantially in the forms attached as Exhibits B and C hereto. (d) The Company shall have paid to the Agent, for application to the payment and/or prepayment of the Facility A Loans and the Facility B Loans, an amount equal to $64,734,356. (e) The Company shall have paid to the Agent (or to such party as the Agent directs), the reasonable legal and non-legal expenses incurred by the Banks through the date hereof in connection with this Third Amendment Effective Date; andincluding reasonable legal fees and expenses of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇, PLLC, as counsel to the Agent and the reasonable fees and expenses of Ernst & Young Corporate Finance LLC, as financial advisor to the Agent's counsel. (lf) the Administrative Agent The Company shall have received, at least two Business Days prior delivered to the Third Amendment Effective DateAgent an executed copy of that certain Intercreditor Agreement dated as of the date hereof among the Company, all documentation and other information required about the Borrowers Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, the Agent, the Banks and the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation holders of 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 10 Business Days prior Senior Notes. (g) The Company shall have paid to the Third Amendment Effective Date. For purposes Agent, for the ratable benefit of determining whether the conditions specified in this ‎Section 5 Banks, a restructuring fee equal to $361,000. (h) The Company shall have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory paid to the Administrative Agent or such 2021 Refinancing Revolving Credit LenderAgent, as the case may befor its own account, an administrative fee of $150,000.

Third Amendment Effective Date. This Third Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2021 Refinancing Revolving Credit Lenders):satisfied: (ai) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Third Amendment duly executed by Holdings, Intermediate Holdingseach of the Borrower, each BorrowerGuarantor, each Refinancing Term Lender and other Lenders (together with the Refinancing Term Lenders) sufficient to constitute, collectively, the Requisite Lenders; (ii) the Administrative Agent and Lenders and their respective counsel shall have received an original executed copy of the favorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Credit Parties, dated as of the Third Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Swing Line Lender, each L/C Issuer Administrative Agent and the Lenders as of the Third Amendment Effective Date after giving effect to this Third Amendment (and each 2021 Refinancing Revolving Credit LenderParty hereby instructs such counsel to deliver such opinion to the Administrative Agent and such Lenders); (biii) the Administrative Agent (or its counsel) shall have received (A) a copy of each Organizational Document of each Credit Party certified, to the Acknowledgment extent applicable, as of a recent date by the applicable Governmental Authority, or, if reasonably acceptable to the Administrative Agent, a certification by an Authorized Officer that the applicable Organizational Documents delivered in connection with the Closing Date and/or on First Amendment Effective Date and/or the Second Amendment Effective Date, as applicable, remain in full force and Confirmationeffect and have not been amended, modified, revoked or rescinded since the Second Amendment Effective Date, (B) signature and incumbency certificates of the officers or directors of each Credit Party executing this Third Amendment, substantially in the form of Exhibit B attached hereto, executed and the closing certificates delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of facsimile or other electronic transmission); (c) the 2021 Incremental Second Amendment, dated as of the date hereof, among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, shall have become effective; (d) the Administrative Agent (or its counsel) shall have received on the Third Amendment Effective Closing Date, (iC) resolutions of the Hong Kong law-governed second deed Board of confirmatory security dated on Directors or about similar governing body of each Credit Party approving and, to the date extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and performance of this Amendment (in respect of the debenture dated 6 September 2017Third Amendment, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated certified as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (by its secretary or shall substantially contemporaneously be) paid an assistant secretary as being in full force and effect without modification or amendment and (D) a good standing certificate (to the extent such concept is applicable in cashthe relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation; (f) no Default shall have occurred and be continuing; (giv) the representations and warranties contained of the Credit Parties set forth in Section 4 of this Amendment 5 hereof shall be true and correct in all material respects as of the Third Amendment Effective Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and the Administrative Agent (or its counsel) shall have received a certificate certificate, dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as Borrower, confirming the accuracy thereof, which shall be in form and substance reasonably satisfactory to the sameAdministrative Agent; (hv) the Borrower shall have paid all fees and other amounts due and payable to GS Bank, ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”) as joint lead arrangers, bookrunners and co-syndication agent (in such capacities, the “Lead Arrangers”) and the Administrative Agent shall have in connection with this Third Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arrangers or the Administrative Agent in connection with this Third Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in each case, to the extent that Borrower has received a Revolving Credit Note executed by the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days reasonably detailed invoice for such costs and expenses prior to the Third Amendment Effective Date; (ivi) concurrently with the making of the Refinancing Tranche B Term Loans, (a) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer entire aggregate principal amount of the Lead Borrower orExisting Tranche B Term Loans and (b) all accrued interest, if no chief financial officer has been appointed, from the Permanent Representative, in the form fees and other amounts (including any amounts due pursuant to Section 2.18 of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date accrued prior to the Third Amendment Effective Date; and Date in connection therewith shall have been paid (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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 awarein the case of principal, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer deemed paid pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (y) a certificate of non-inscription of judicial decision (certificat de non-inscription d’une décision judiciairethis Third Amendment) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date full and all Interest Periods in respect of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendmentthereof shall have been terminated; (kvii) the Borrower shall have delivered a Funding Notice with respect to the Refinancing Tranche B Term Loans, and a notice of prepayment with respect to the Existing Tranche B Term Loans, in each case, in accordance with the Credit Agreement; and (viii) the Administrative Agent shall have received a customary opinion from payment in the amount of $25,000,000 to effect the voluntary prepayment of the Refinancing Tranche B Term Loans in accordance with Section 2.13 of the Credit Agreement immediately after giving effect to the Refinancing (the “Prepayment”). The Administrative Agent hereby acknowledges that (i) Ropes & G▇▇▇ LLP, the Borrower hereby provides notice under Section 2.13 of the Credit Agreement of such Prepayment as New York counsel for of the Loan Parties, Third Amendment Effective Date and (ii) Loyens & Loeffall notice requirements set forth in Section 2.13 of the Credit Agreement with respect to such Prepayment have been satisfied (it being understood and agreed that the Prepayment shall be made with internally generated cash of the Borrower and not the proceeds of the incurrence of Indebtedness). (b) Subject to Section 9.05(b) of the Credit Agreement, as Luxembourg and Swiss counsel for the Loan PartiesThird Amendment Effective Date shall not occur if any of the conditions set forth or referred to in this Section 6 has not been satisfied or waived in accordance with Section 10.05 of the Credit Agreement at or prior to 5:00 p.m., New York City time, on February 26, 2014 (iii) NautaDutilh, as Luxembourg and Dutch counsel for it being understood that any such failure of the Administrative Agent, (iv) W▇▇▇▇▇▇ ▇▇▇, as Irish counsel for Third Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the Administrative Agent, (v) R▇▇▇ ▇▇▇▇▇ LLP, as German, Singapore and Hong Kong counsel for the Loan Parties, in each case, reasonably acceptable to the existing Credit Agreement). The Administrative Agent shall promptly notify the Borrower and addressed to the 2021 Refinancing Revolving Credit Lenders dated of the Third Amendment Effective Date; and (l) the Administrative Agent shall have received, at least two Business Days prior to the Third 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 10 Business Days prior to the Third Amendment Effective Date. For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit Loans, the Administrative Agent and each 2021 Refinancing Revolving Credit Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may be.

Third Amendment Effective Date. This Neither (x) the amendment and restatement of the Original Credit Agreement as contemplated hereby, nor (y) the obligation of any Third Amendment Additional Term Lender or Third Amendment Additional Revolving Lender to provide any Third Amendment Term Commitment Increase or Third Amendment Revolving Commitment Increase, respectively, shall become effective as of until the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been be satisfied (or waived by the 2021 Refinancing Revolving Credit Lendersin accordance with Section 9.02 or Section 2.20, as applicable): (a) the The Administrative Agent (or its counsel) shall have received from (w) the Required Lenders under (and as defined in) the Original Credit Agreement or the Administrative Agent acting at the direction of such Required Lenders (excluding, for the avoidance of doubt, the Third Amendment Additional Term Lenders and the Third Amendment Additional Revolving Lenders), (x) the Required Revolving Lenders under (and as defined in) the Original Credit Agreement or the Administrative Agent acting at the direction of such Required Revolving Lenders (excluding, for the avoidance of doubt, the Third Amendment Additional Revolving Lenders), (y) each Third Amendment Additional Term Lender and Third Amendment Additional Revolving Lender and (z) each Loan Party either (i) a counterpart signature page of this Amendment duly executed by Holdings, Intermediate Holdings, each Borrower, the Administrative Agent, the Swing Line Lender, each L/C Issuer and each 2021 Refinancing Revolving Credit Lender; Agreement signed on behalf of such party or (bii) written evidence satisfactory to the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each of the Lead Borrower, the Co-Borrower and each Guarantor (in each case, including by way of which may include facsimile or other electronic transmissiontransmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement or, in the case of any Lender (other than any Third Amendment Additional Term Lender or Third Amendment Additional Revolving Lender); (c) the 2021 Incremental Second Amendment, dated as in lieu of the date hereofsigned counterpart referred to in clauses (i) and (ii) above, among Holdings, the Borrowers, an addendum to this Agreement in a form satisfactory to the Administrative Agent and the Borrower and furnished to the Lenders party thereto, shall have become effective;in connection with this Agreement. (db) the Administrative Agent (or its counsel) shall have received on the Third Amendment Effective Date, (i) the Hong Kong law-governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Second Deed of Confirmatory Security”), (ii) the Hong Kong law governed second deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Second Deed of Confirmatory Security”), (iii) the Singapore law governed second composite deed of confirmatory security dated on or about the date of this Amendment (in respect (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018 and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Second Composite Deed of Confirmatory Security”, and together with the HK Debenture Second Deed of Confirmatory Security and the HK Share Charge Second Deed of Confirmatory Security, collectively, the “Security Confirmations”) and (iv) the Deed of Confirmation dated as of the date hereof between Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company and the Collateral Agent; (e) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Refinancing Revolving Credit Loans on or before the Third Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash; (f) no Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects as of the Third Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Third Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the same; (h) the The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders (including, without limitation, the Third Amendment Additional Term Lenders and the Third Amendment Additional Revolving Credit Note executed by Lenders) and the Borrowers in favor of each 2021 Refinancing Revolving Credit Lender that has requested a Revolving Credit Note at least three (3) Business Days prior to Issuing Banks and dated the Third Amendment Effective Date; ) of each of (i) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Credit Agreement; (j) the Administrative Agent shall have received (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 (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 Third Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Third 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 and/or the Acknowledgment and Confirmation delivered pursuant to clause (b) above 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 and specimen signature of each officer or authorised 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 Loan Parties), each dated a recent date prior to the Third 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), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), 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 decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to the date of this Amendment and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (k) the Administrative Agent shall have received a customary opinion from (i) Ropes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP, as New York counsel for the Loan Parties, (ii) Loyens ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & LoeffFinger, as Luxembourg and Swiss P.A., Delaware counsel for the Loan Parties, (iii) NautaDutilhDurham, as Luxembourg and Dutch ▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C., Utah counsel for the Administrative AgentLoan Parties, (iv) W▇▇▇▇▇▇▇ ▇▇▇, as Irish counsel for the Administrative Agent, (v) R▇▇▇▇ ▇▇▇▇▇▇ LLP, as GermanFlorida counsel for the Loan Parties, Singapore and Hong Kong (v) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Georgia counsel for the Loan Parties, in each case, case in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent and addressed to the 2021 Refinancing Revolving Credit Lenders shall have received a certificate of each Loan Party, dated the Third Amendment Effective Date; and, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents or certifications, as applicable, referred to in paragraph (d) of this Section. (ld) the The Administrative Agent shall have receivedreceived (i) as to each Loan Party, either (x) a copy of each Organizational Document of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s Organizational Documents certified and delivered to the Administrative Agent on the Incremental Amendment Effective Date pursuant to paragraphs (d) and (e), respectively, of Section 4.03 of the Original Credit Agreement remain in full force and effect on the Third Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates delivered to the Administrative Agent on the Incremental Amendment Effective Date pursuant to paragraphs (d) and (e) of Section 4.03 of the Original Credit Agreement remain true and correct as of the Third Amendment Effective Date, (iii) copies of resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution and delivery, as applicable, and performance of the Loan Documents to which it is a party, certified as of the Third Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received all fees and other amounts (which may, at the Administrative Agent’s option in consultation with the Borrower, be offset against the Term Loans made on the Third Amendment Effective Date) previously agreed in writing by the Joint Bookrunners and the Borrower to be due and payable on or prior to the Third Amendment Effective Date, including, to the extent invoiced at least two three Business Days prior to the Third Amendment Effective Date, reimbursement or payment of all documentation out-of-pocket expenses (including reasonable fees, charges and other information disbursements of counsel) required about to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Lenders shall have received a certificate from the Borrowers chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis immediately after giving effect to the Third Amendment Transactions. (g) The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower (i) certifying that upon giving effect to the Third Amendment Revolving Commitment Increase and the Guarantors under applicable Third Amendment Term Commitment Increase and the consummation of the Third Amendment Transactions, (A) no Event of Default will have occurred and be continuing or will result therefrom and (B) the Borrower will be in compliance on a Pro Forma Basis (treating the Third Amendment Revolving Commitment Increase as fully drawn and excluding from the calculation of Consolidated Senior Secured Indebtedness the cash proceeds of the Third Amendment Revolving Commitment Increase and the Third Amendment Term Commitment Increase) with the Financial Performance Covenant as of the end of the most recently ended Test Period and (ii) providing reasonably detailed calculations demonstrating compliance with clause (i)(B) above. (h) Each of the conditions set forth in Section 4.02 shall have been satisfied (it being understood that all references to “know your customerthe date of such Borrowing” 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 10 Business Days prior such Section 4.02 shall be deemed to refer to the Third Amendment Effective Date). For purposes of determining whether the conditions specified in this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Refinancing Revolving Credit LoansThe Administrative Agent shall notify Holdings, the Administrative Agent Borrower and each 2021 Refinancing Revolving Credit Lender that has executed this the Lenders of the Third Amendment Effective Date, and such notice shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Refinancing Revolving Credit Lender, as the case may beconclusive and binding.