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”).
BAIN CAPITAL EVEREST US HOLDING, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 1, 2010, (the “Effective Date”), among Bain Capital Everest US Holding, Inc., a Delaware corporation (the “Company”), Bain Capital Everest Manager Holding SCA, a Luxembourg incorporated company (“Parent”) and Curtis S. Shaw (the “Executive”).
AMENDED AND RESTATED BENZENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBHStyron 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, 2004Sale 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”).
BAIN CAPITAL EVEREST MANAGERS HOLDING SCA and VARIOUS OTHER INVESTORS INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENTRegistration 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 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.
ADVISORY AGREEMENTAdvisory 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.
AMENDED AND RESTATED BUTADIENE SALES CONTRACT (EUROPE) BETWEEN DOW EUROPE GMBH AND STYRON EUROPE GMBHStyron 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 10022Non-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 GMBHSales 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 AGREEMENTTransaction 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 GMBHStyron 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 AGREEMENTRegistration 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”.
LATEX JOINT VENTURE OPTION AGREEMENTJoint 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”).
AMENDED AND RESTATED PS SALES CONTRACT (FOAM) BETWEEN STYRON EUROPE GMBH AND DOW EUROPE GMBHSales Contract • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers
SALES CONTRACT STYRON EUROPE GmbHTrinseo S.A. • June 27th, 2011 • Plastic materials, synth resins & nonvulcan elastomers
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
OMNIBUS AGREEMENTOmnibus Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers
THIS AGREEMENT, made and entered into as of the 27th day of December, 1995, by and between SUMITOMO CHEMICAL COMPANY, LIMITED, a Japanese corporation, having its principal office at 27-1, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan (hereinafter referred to as “SUMITOMO”), and THE DOW CHEMICAL COMPANY, a corporation of the State of Delaware, United States of America, having its principal office at 2030 Dow Center, Midland, Michigan 48674, U.S.A. (hereinafter referred to as “DOW”):
SUPPLY AGREEMENTTrinseo S.A. • June 27th, 2011 • Plastic materials, synth resins & nonvulcan elastomers
SALE AND PURCHASE AGREEMENT Among THE DOW CHEMICAL COMPANY, STYRON LLC, STYRON HOLDING B.V. and STY ACQUISITION CORP. Dated as of March 2, 2010Sale and Purchase Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • New York
SALE AND PURCHASE AGREEMENT, dated as of March 2, 2010, among THE DOW CHEMICAL COMPANY, a Delaware corporation (the “Seller”), Styron LLC, a Delaware limited liability company, Styron Holding B.V., a limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands (together with Styron LLC, the “Styron Holdcos”) and STY Acquisition Corp., a Delaware corporation (the “Purchaser”).
MASTER DISTRIBUTOR AGREEMENT Contract No. D.Master Distributor Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • Michigan
The parties to this Distributor Agreement (“Agreement”) are The Dow Chemical Company, with offices at Midland, Michigan 48674, and its subsidiaries (collectively “Dow”), and Ravago SA, with offices at Rue Notre Dame 16, L-2440 Luxembourg (Grand Duchy of Luxemburg) (“Company”) and its subsidiaries listed on Exhibit A (“Subsidiary” and collectively with Company “Distributor”. In the performance of this Agreement, Company may request Dow to ship and invoice Subsidiaries directly. The parties shall mutually agree on additional Subsidiaries to be added to Exhibit A, during the term of this Agreement.
GLOBAL RAW MATERIALS AGREEMENTGlobal Raw Materials Agreement • June 27th, 2011 • Trinseo S.A. • Plastic materials, synth resins & nonvulcan elastomers • England and Wales
This Global Raw Materials Agreement (this “Agreement”) is made effective this 1st day of January, 2011 (“Effective Date”), by and between Styron Europe GmbH, with offices at Bachtobelstrasse 3 8810 Horgen, Switzerland and organized under the laws of Switzerland (“Seller”) and The Goodyear Tire & Rubber Company, with offices at 1144 East Market Street, Akron, Ohio 44316, USA organized under the laws of the United States (“Buyer”). Seller and Buyer collectively referred to as the Parties and individually a Party. On the terms and subject to the conditions set forth below, Seller agrees to sell and deliver to Buyer and the Authorized Participants (as defined herein), and Buyer agrees that it will purchase from Seller, the Goods (as defined below) in the volume, of the quality and at the commercial conditions provided for in this Agreement.
