Trinseo S.A. Sample Contracts

Trinseo S.A. Ordinary Shares, Nominal Value $0.01 Underwriting Agreement
Underwriting Agreement • June 9th, 2014 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,000,000 ordinary shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,500,000 additional ordinary shares (the “Optional Shares”) of ordinary shares, nominal value $0.01 per ordinary share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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TRINSEO MATERIALS OPERATING S.C.A. and TRINSEO MATERIALS FINANCE, INC. and THE BANK OF NEW YORK MELLON as Trustee 5.125% Notes due 2029 INDENTURE Dated as of March 24, 2021
Indenture • March 24th, 2021 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

INDENTURE dated as of March 24, 2021, among TRINSEO MATERIALS OPERATING S.C.A., a partnership limited by shares (société en commandite par actions) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 26-28, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B153586 (the “Company”) and Trinseo Materials Finance, Inc., a Delaware corporation (“Trinseo Finance” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 5th, 2014 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

This Indemnification Agreement (“Agreement”) is made and entered into as of this [—] day of [—],[—], by and between Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg (the “Company”), and [—] (“Indemnitee”).

CREDIT AGREEMENT Dated as of June 17, 2010 among STYRON S.À R.L, as the Borrower THE GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and THE OTHER...
Credit Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • London

This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 17, 2010, among STYRON S.À R.L., a limited liability company (societe a responsabilite limitee) organized under the laws of Luxembourg (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

TRINSEO LLC EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2023 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 15, 2021 (the “Effective Date”), among Trinseo LLC, a Delaware limited liability company, with offices at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312 (the “Company”), and Paula Cooney, of 100 S. 3rd Avenue, Unit 1503, Minneapolis, MN 55401 (the “Executive”).

Trinseo PLC Amended & Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • May 5th, 2022 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers

This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Trinseo PLC (the “Company”) to the undersigned (the “Grantee”) pursuant to the Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

TRINSEO S.A. Amended & Restated 2014 Omnibus Incentive Plan Non-Statutory Stock Option Agreement
Non-Statutory Stock Option Agreement • November 8th, 2021 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers

This agreement (this “Agreement”) evidences an award (the “Award”) of a stock option (the “Stock Option”) granted by Trinseo S.A. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Trinseo S.A. 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

TRINSEO EUROPE GMBH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2022 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 1, 2021, is among Trinseo Europe GmbH, a Swiss limited liability company (Gesellschaft mit beschrӓnkter Haftung) (the “Company”), and Francesca Reverberi of Bremgartnerstrasse 15, 8003 Zurich, Switzerland (the “Executive”); which amends and restates the previous employment agreement entered into between the parties.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 3rd, 2017 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

This Indemnification Agreement (“Agreement”) is effective as of [DATE] by and between Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg (the “Company”), and <NAME> (“Indemnitee”). [The prior indemnification agreement between the Company and Indemnitee shall be deemed superseded by this Agreement as of the effective date of this Agreement.]

Underwriting Agreement
Underwriting Agreement • August 12th, 2016 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

Bain Capital Everest Manager Holding SCA, a Luxembourg partnership limited by shares (société en commandite par actions), having its registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the Luxembourg register of commerce and companies (“RCS”) under number B 153.537 (the “Selling Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. LLC and Jefferies LLC (together, the “Underwriters”) an aggregate of 8,000,000 ordinary shares (the “Shares”), nominal value $0.01 per ordinary share (“Ordinary Shares”), of Trinseo S.A., a Luxembourg public limited liability company (société anonyme), having its registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the RCS under number B 153.459 (the “Company”).

TRINSEO PLC Amended & Restated 2014 Omnibus Incentive Plan Performance Award Stock Unit Agreement
Performance Award Stock Unit Agreement • May 5th, 2022 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers

This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units subject to performance conditions (hereinafter referred to as Performance Award Stock Units or “PSUs”) granted by Trinseo PLC (the “Company”) to the undersigned (the “Grantee”) pursuant to the Trinseo PLC Amended & Restated 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2017 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AMENDED AND RESTATED BENZENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBH
Styron Europe GMBH • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen and Boehlen according to the TERMS AND CONDITIONS set out below.

STYRENE BASELOAD SALE AND PURCHASE AGREEMENT between Dow Europe GmbH and Jubail Chevron Phillips Company Dated: June 30, 2004
Sale and Purchase Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

This Styrene Baseload Sale And Purchase Agreement (this “Agreement”) is entered into and effective between the parties on June 30, 2004 A.D. by and between Jubail Chevron Phillips Company, a limited liability company holding Commercial Registration No. 2055005901, organized and existing under the laws and regulations of the Kingdom of Saudi Arabia with its head office at Jubail, Kingdom of Saudi Arabia (“JCP” or “Seller”), and Dow Europe GmbH, a limited liability company organized and existing under the laws of Switzerland, having its principal office at Bachtobelstrasse 3, 8810 Horgen (“Dow Europe” or “Buyer”).

2018 REFINANCING AMENDMENT (this “Amendment”), dated as of May 22, 2018, to the Credit Agreement dated as of September 6, 2017 (as amended, restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Existing...
Credit Agreement • August 3rd, 2018 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 6, 2017, and as amended pursuant to the 2018 Refinancing Amendment referred to below (as further amended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among TRINSEO HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 153582 (“Holdings”), TRINSEO MATERIALS S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under

Underwriting Agreement
Underwriting Agreement • September 21st, 2016 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

Bain Capital Everest Manager Holding SCA, a Luxembourg partnership limited by shares (société en commandite par actions), having its registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the Luxembourg register of commerce and companies (“RCS”) under number B 153.537 (the “Selling Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 10,669,567 ordinary shares (the “Shares”), nominal value $0.01 per ordinary share (“Ordinary Shares”), of Trinseo S.A., a Luxembourg public limited liability company (société anonyme), having its registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the RCS under number B 153.459 (the “Company”).

BAIN CAPITAL EVEREST MANAGERS HOLDING SCA and VARIOUS OTHER INVESTORS INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENT
Registration Rights Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • England

THIS INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENT (this “Agreement”) is made as of this 17th day of June 2010, by and among Bain Capital Everest Managers Holding SCA, a company organized under the laws of Luxembourg (the “Company”), the investor listed in row 1 on the Schedule of Investors attached hereto as Schedule 1 (the “Bain Investors”), and the investor listed in row 2 on the Schedule of Investors attached hereto as Schedule 1 (“Dow Investor”) (the Bain Investors and Dow Investor each an “Investor”, and, collectively, the “Investors”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 5th, 2014 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2014, is made by and among Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg (the “Company”) and Bain Capital Everest Manager Holding S.C.A., a société en commandite par actions existing under the laws of the Grand Duchy of Luxembourg (the “Investor”) such other Persons, if any, that from time to time become party hereto as holders of Registrable Securities in their capacity as Permitted Transferees (together with the Investor, the “Investors”).

AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT
’s Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “Agreement”) is made as of February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “Company”), Bain Capital Everest Manager, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Commandité”), [—] (the “Executive”) and each of the Bain Investors set forth in the Schedule of Bain Investors.

2023 INCREMENTAL AND REFINANCING AMENDMENT (this “Amendment”), dated as of September 8, 2023, to the Credit Agreement dated as of September 6, 2017 (as amended, restated, supplemented and/or otherwise modified from time to time prior to the date...
Credit Agreement • September 8th, 2023 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers • New York

This CREDIT AGREEMENT is entered into as of September 6, 2017, as amended pursuant to the 2018 Refinancing Amendment referred to below, as further amended pursuant to the 2021 Incremental Amendment referred to below and, as further amended pursuant to the 2021 Refinancing Revolving Amendment referred to below, as further amended pursuant to the 2023 SOFR Amendment referred to below and as further amended pursuant to the 2023 Incremental and Refinancing Amendment referred to below (as further amended, supplemented and/or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among TRINSEO HOLDING S.À R.L., a private limited liability company (société à responsabilité limitée), organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue John F. Kennedy, L-185526, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“

ADVISORY AGREEMENT
Advisory Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

This Advisory Agreement (this “Agreement”) is made and entered into as of 17 June 2010 by and amongst Bain Capital Partners, LLC, a Delaware limited liability company, and Portfolio Company Advisors Limited, an English private limited company (together, the “Advisors”) on the one hand and Styron Holding BV, a Dutch besloten vennootschap met beperkte aansprakelijkheid and Bain Capital Everest US Holding Inc., a Delaware corporation (each a “Company” and together, the “Companies”) on the other hand.

TRINSEO PLC Non-Employee Equity Incentive Plan (sub-plan of the Amended& Restated 2014 Omnibus Incentive Plan) Restricted Stock Unit Agreement (Non- Employee Directors)
Restricted Stock Unit Agreement • February 27th, 2023 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers

This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Trinseo PLC (the “Company”) to the undersigned (the “Grantee”) pursuant to the Non-Employee Equity Incentive Plan, a sub-plan of the Trinseo PLC Amended & Restated 2014 Omnibus Incentive Plan (collectively, as amended from time to time, the “Plan”), which is incorporated herein by reference.

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AMENDED AND RESTATED BUTADIENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBH
Styron Europe GMBH • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen, Rheinmuenster, Hamina, Norrkoeping, Livorno or Schkopau according to the TERMS AND CONDITIONS set out below.

BAIN CAPITAL EVEREST US HOLDING, INC. c/o Bain Capital Partners, LLC New York, NY 10022
Non-Competition and Non-Solicitation Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

On behalf of Bain Capital Everest US Holding, Inc. (the “Company”), we are pleased to offer you this letter agreement (this “Agreement”), which sets forth all of the terms and conditions of your employment with the Company. Your rights and the Company’s rights hereunder are subject, in all respects, to your execution of this Agreement and to the occurrence of the closing (the “Closing”) of the transactions contemplated by the Sale and Purchase Agreement among The Dow Chemical Company, Styron LLC, Styron Holding B.V. and the Company, dated as of March 2, 2010.

AMENDED AND RESTATED BISPHENOL A SALES CONTRACT BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBH
Sales Contract • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

DOW EUROPE GMBH (“Seller”) agrees to sell to STYRON EUROPE GMBH (“Buyer”) and Buyer agrees to purchase from Seller the Product described in this Contract, according to the TERMS AND CONDITIONS set out below and in the attached GENERAL TERMS AND CONDITIONS (each of Buyer and Seller a “Party”, and collectively, the “Parties”), effective June 17, 2010 (“Effective Date”).

AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT
’s Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • England and Wales

THIS AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “Agreement”) is made as of 3rd February 2011, by and among Bain Capital Everest Manager Holding S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “Company”), Bain Capital Everest Manager, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Commandité”), Christopher D Pappas (the “Executive”) and each of the Bain Investors set forth in the Schedule of Bain Investors.

TRANSACTION SERVICES AGREEMENT
Transaction Services Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

This Transaction Services Agreement (this “Agreement”) is made and entered into as of 17 June 2010, by and between Bain Capital Everest US Holding Inc., a Delaware company (the “Company”) and Bain Capital Partners, LLC, a Delaware limited liability company (the “Advisor”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 10.

AMENDED AND RESTATED ETHYLENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBH
Styron Europe GMBH • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers

Seller agrees to sell and supply to Buyer the Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive from Seller such Product into Buyer’s Product consuming plants in Terneuzen and Boehlen according to the TERMS AND CONDITIONS set out below.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 17, 2010 is by and among Bain Capital Everest Managers Holding SCA, a company organized under the laws of Luxembourg (the “Company”), the investors listed in rows 1 and 2 on the Schedule of Investors attached hereto (the “Bain Investors”), Dow Europe Holding B.V. (“Dow”) and Christopher D. Pappas (the “Executive”). The Bain Investors, Dow, the Executive and each other Person executing a joinder to this Agreement in the form attached hereto as Exhibit A, are each referred to herein as an “Equityholder”, and, collectively, the “Equityholders”.

Contract
Credit Agreement • August 4th, 2023 • Trinseo PLC • Plastic materials, synth resins & nonvulcan elastomers • New York
LATEX JOINT VENTURE OPTION AGREEMENT
Joint Venture Option Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York

LATEX JOINT VENTURE OPTION AGREEMENT, dated as of June 17, 2010 (this “Agreement”), among THE DOW CHEMICAL COMPANY, a Delaware corporation (“Dow”), STYRON LLC, a Delaware limited liability company, and STYRON HOLDING B.V., a limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands (together with Styron LLC, the “Styron Parties”).

FIRST AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2016 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This FIRST AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of March 30, 2016 (the “Amendment Date”), by Trinseo US Holding, Inc. (f.k.a. Bain Capital Everest US Holding, Inc.), a Delaware corporation (the “Company”), Bain Capital Everest Manager Holding SCA, an SCA organized under the laws of the Grand Duchy of Luxembourg with registered office located at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel and registered with the Luxembourg Register of Commerce and Companies under B 153.586 (“Parent”), and Christopher D. Pappas (“Executive”).

Zugerstrasse 231
Trinseo S.A. • May 3rd, 2018 • Plastic materials, synth resins & nonvulcan elastomers
AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2018 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

For purposes of determining whether any of the Company Payments and Gross-Up Payment (collectively, the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Total Payments (in whole or in part) are not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the

New Senior Secured Credit Facility
Trinseo S.A. • August 14th, 2017 • Plastic materials, synth resins & nonvulcan elastomers

Concurrently with the closing of this offering, we will enter into a new credit agreement with Deutsche Bank AG New York Branch as administrative agent (the ‘‘New Senior Secured Credit Facility’’). Our New Senior Secured Credit Facility is expected to provide for senior secured financing consisting of a (i) $375.0 revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility and (ii) $750.0 million term loan facility. The offering of the Notes is conditioned upon the execution of the credit agreement governing the New Senior Secured Credit Facility.

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