Credit Agreement
Trinseo PLC — 2025 Credit Agreement
Governed by the laws of State of New York.
Article I · Definitions and Accounting Terms
§1.01Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth in this §1.01. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Security Documents or the other Loan Documents, as the context requires.
For purposes of computing any ratio, compliance test, or basket under this Agreement, all calculations of Consolidated EBITDA shall be made on a pro forma basis, giving effect to any acquisition, disposition, or other specified transaction consummated on or prior to the date of determination as if the same had occurred on the first day of the applicable period.
Article II · The Commitments and Borrowings
§2.01Incremental Facilities
The Borrower may, from time to time, request Incremental Term Loans or increases to the Revolving Credit Facility in an aggregate principal amount not to exceed the Incremental Amount. Each such request shall be delivered to the Administrative Agent in writing not less than ten (10) Business Days prior to the proposed effective date.
Any Incremental Term Loan shall be subject to a 50 basis-point most- favored-nation adjustment to the yield on the existing Term Loans for a period of six (6) months following the Incremental Closing Date, after which the adjustment shall sunset automatically. No Lender shall be obligated to provide any portion of the Incremental Facility.
Notwithstanding anything to the contrary in this Agreement, the Incremental Amount shall be recalculated on each incurrence date based on the most recent financial statements delivered pursuant to §6.01, and compliance with the Senior Secured Leverage Ratio shall be measured on a pro forma basis as set forth in clause (c) of the Incremental Amount definition.
Article VII · Negative Covenants
§7.02Restricted Payments
The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment, except for Restricted Payments permitted by clauses (a) through (g) of this §7.02.
Restricted Payments shall be permitted under clause (g) in an aggregate amount not to exceed, at the time of such Restricted Payment, the Available Amount, which shall consist of (i) 50% of Consolidated Net Income accrued from the Closing Date, (ii) the Retained ECF Amount, and (iii) the Net Cash Proceeds of any issuance of Equity Interests by the Borrower on or after the Closing Date.
For the avoidance of doubt, no Restricted Payment shall be made while any Event of Default has occurred and is continuing, other than Restricted Payments expressly permitted under clause (a) of this Section.
§7.03Investments
The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Investment, except for a Permitted Investment.
Notwithstanding clause (a), Investments in Unrestricted Subsidiaries shall not be subject to any cap, provided that no Default or Event of Default has occurred and is continuing at the time of designation pursuant to §7.03(d). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment in an amount equal to the Fair Market Value of such Subsidiary at the time of designation.
Investments shall further be permitted (i) in Restricted Subsidiaries without cap, (ii) pursuant to the builder basket under §7.02(g), and (iii) subject to the Senior Secured Leverage Ratio test as set forth in the definition of Permitted Investment.
Article X · Miscellaneous
§10.02Amendments and Waivers
Except as expressly set forth herein, no amendment or waiver of any provision of this Agreement or any other Loan Document shall be effective unless it is in writing and signed by the Required Lenders and the Borrower.
Notwithstanding the foregoing, the following matters require the consent of each Lender directly and adversely affected thereby (collectively, the Sacred Rights): (i) any extension of the maturity of any Loan held by such Lender, (ii) any reduction in the principal amount of any Loan held by such Lender, and (iii) any reduction in the rate of interest on any Loan held by such Lender.
No amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all Lenders (as applicable), affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.