Exhibit 10.1
Execution Version
2026 GRACE PERIOD AMENDMENT
2026 GRACE PERIOD AMENDMENT (this “Amendment”), dated as of February 16, 2026, to the Credit Agreement dated as of September 6, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”), by and among TRINSEO LUXCO 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 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B153577 (“Holdings”), 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 26, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number B153582 (the “Lead Borrower”), TRINSEO MATERIALS FINANCE, INC., a Delaware corporation (the “Co-Borrower”, and together with the Lead Borrower, the “Borrowers” and each, a “Borrower”), and the Lenders under the Existing Credit Agreement party hereto constituting Required Lenders immediately prior to giving effect to this Amendment on the Amendment Effective Date (as defined below) (collectively, the “Consenting Lenders”).
RECITALS
WHEREAS, pursuant to Section 10.01 of the Existing Credit Agreement, the Existing Credit Agreement may be amended in certain cases specified therein with written consent by the Required Lenders and the applicable Loan Party, as the case may be; and
WHEREAS, the Borrowers and the Consenting Lenders desire to amend the Existing Credit Agreement in accordance with Section 10.01 of the Existing Credit Agreement as specified herein, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
| (a) | Non-Payment. Any Loan Party fails to pay in the currency required hereunder (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan (other than with respect to any interest payment on any Loan due on or after February 1, 2026 and prior to March 1, 2026, which shall not constitute an Event of Default unless such Loan Party fails to make such interest payment on or prior to March 19, 2026) or any other amount payable hereunder or with respect to any other Loan Document; |
| (a) | the Administrative Agent (or its counsel) shall have received: |
| i. | a counterpart signature page of this Amendment duly executed by Holdings, the Borrowers, and the Consenting Lenders; and |
| ii. | the written consent of Alter Domus (US) LLC consenting to this Amendment in accordance with Section 9(b) of the 2023 Incremental and Refinancing Amendment. |
| (a) | Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle either Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances. |
| (b) | From and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed to include a reference to the Existing Credit Agreement as amended hereby. |
| (c) | From and after the date hereof, this Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents. This Amendment shall not constitute a novation of the Existing Credit Agreement or any of the other Loan Documents. |
| (a) | As of the date hereof, this Amendment may not be amended nor may any provision hereof be waived except pursuant to Section 10.01 of the Amended Credit Agreement. |
| (b) | If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The illegality, invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction. In the event |
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| of any such illegality, invalidity or unenforceability, the parties shall negotiate in good faith with a view to agreeing on a legal, valid and enforceable replacement provision which, to the extent practicable, is in accordance with the intent and purposes of this Amendment and in its economic effect comes as close as possible to the illegal, invalid or unenforceable provision. |
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
TRINSEO MATERIALS FINANCE, INC.
By:/s/ David Stasse
Name: David Stasse
Title: Executive Vice President and Chief Financial Officer
TRINSEO HOLDING S.À R.L.
By:/s/ David Stasse
Name: David Stasse
Title: Manager
TRINSEO LUXCO S.À R.L.
By:/s/ David Stasse
Name: David Stasse
Title: Manager
[Signature Page to Amendment to Credit Agreement]
TRINSEO LUXCO FINANCE SPV S.À R.L.,
as a Lender
By:/s/ David Stasse
Name: David Stasse
Title: Manager
[Signature Page to Amendment to Credit Agreement]