F-1

As filed with the Securities and Exchange Commission on June 27, 2011

No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Trinseo S.A.

(Exact name of registrant as specified in its charter)

Luxembourg	2821	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1000 Chesterbrook Boulevard

Suite 300

Berwyn, PA 19312

(610) 240-3200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Curtis S. Shaw

Executive Vice President & General Counsel

1000 Chesterbrook Boulevard

Suite 300

Berwyn, PA 19312

(610) 240-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joshua N. Korff Christopher A. Kitchen Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Barbara L. Becker Andrew L. Fabens Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(2)
Ordinary shares, par value $0.01 per ordinary share	$400,000,000	$46,440

(1) Includes ordinary shares that the underwriters may purchase pursuant to the option to purchase additional shares.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Subject to Completion, Dated June 27, 2011

PROSPECTUS

Trinseo S.A.

                                  Ordinary Shares

This is the initial public offering of ordinary shares of Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of the Grand Duchy of Luxembourg. We are offering             ordinary shares to be sold in this offering, and the selling shareholder identified in this prospectus is offering an additional             ordinary shares. We will not receive any proceeds from the sale of the ordinary shares to be offered by the selling shareholder.

Prior to this offering, there has been no public market for our ordinary shares. It is currently estimated that the initial public offering price per ordinary share will be between $             and $            . We plan to file an application to list our ordinary shares on             under the symbol “TSE”.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 20 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to Trinseo	$	$
Proceeds, before expenses, to the selling shareholder	$	$

The underwriters have a 30-day option to purchase up to              additional ordinary shares from                      at the initial public offering price, less underwriting discounts and commissions to cover over-allotments, if any.

The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about                     , 2011.

Deutsche Bank Securities Goldman, Sachs & Co. Citi Barclays Capital

BofA Merrill Lynch HSBC Morgan Stanley Jefferies

BMO Capital Markets Mizuho Securities                  SMBC Nikko

The date of this prospectus is                     , 2011.

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MARKET AND INDUSTRY DATA

We obtained the market, industry and competitive position data throughout this prospectus from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. We believe our internal company estimates and research are reliable and the definitions of our market and industry are appropriate. However, neither such research nor these definitions have been verified by any independent source. While we are not aware of any misstatements regarding our market, industry or competitive position data presented or relied on herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus. References in this prospectus to our “leading” market positions and similar disclosures are measured based upon production capacity, which our management believes to be the most reliable measure of our market position.

TRADEMARKS AND TRADE NAMES

This prospectus includes our trademarks such as TRINSEO^TM, LOMAX^TM, TYRIL^TM, PULSE^TM, EMERGE^TM, MAGNUM™, STYRON^TM, STYRON A-TECH^TM, FOUNDATIONS^TM, CALIBRE^TM, SCONAPOR^TM and EVEREST^TM, which are protected under applicable intellectual property laws and are the property of Trinseo S.A. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

PROSPECTUS SUMMARY

The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus and the financial statements. Some of the statements in this prospectus constitute forward-looking statements. See “Forward-Looking Statements.”

Except where the context otherwise requires or where otherwise indicated, the terms “Trinseo,” “we,” “us,” “our,” “our Company” and “our business” refer to Trinseo S.A. together with its consolidated subsidiaries, taken as a combined entity.

Prior to our formation, our business was wholly owned by The Dow Chemical Company (“Dow”). On June 17, 2010, we were acquired by investment funds advised or managed by Bain Capital Partners, LLC (collectively, “Bain Capital”). We refer to our acquisition by Bain Capital as the “Acquisition.”

Aggregated 2010 financial information presents the combined results of operations of our predecessor, the Styron business, for the period from January 1, 2010 through June 16, 2010, together with our results of operations for the period from June 17, 2010 through December 31, 2010. Aggregated financial information is for illustrative and informational purposes only and may not be indicative of what our results of operations would have been had the Acquisition occurred on January 1, 2010.

Our Company

We are a leading global materials company engaged in the manufacture and marketing of specialty and customized emulsion polymers and plastics. We believe that we have the leading market position in many of the markets in which we compete and that we have developed these strong market positions due to our technological differentiation, diverse global manufacturing base, long-standing customer relationships, and advantaged cost positions. We compete in growing global market segments driven by long-term trends, including improving living standards in emerging markets and increasing environmental awareness leading to increased demand for higher fuel efficiency and lighter-weight materials. In addition, we believe our increasing revenue in developing high-growth regions such as China, Southeast Asia and Eastern Europe and improving industry dynamics further enhance our prospects. We expect these trends to drive greater demand for our products and stronger earnings growth going forward.

We develop customized products for global, diversified end markets including coated paper and packaging board, carpet and artificial turf backing, automotive applications including tires, food service packaging, appliances, consumer electronics and construction applications, among others. We have long-standing relationships with a diverse base of global customers, many of whom are leaders in their markets and rely on us for formulation, customization, and compounding expertise. Certain of our customized products typically represent a low portion of finished product production costs, but impart critical functionality contributing to substantial customer loyalty. We operate under four segments: SB Latex, Synthetic Rubber, Styrenics and Engineered Polymers. Our major products include styrene-butadiene latex (“SB latex”), styrene-acrylate latex (“SA latex”), solution styrene-butadiene rubber (“SSBR”), lithium polybutadiene rubber (“Li-PBR”), emulsion styrene-butadiene rubber (“ESBR”), nickel polybutadiene rubber (“Ni-PBR”), polystyrene, expandable polystyrene (“EPS”), acrylonitrile-butadiene-styrene (“ABS”), styrene-acrylonitrile (“SAN”), ignition resistant polystyrene, polycarbonate resins (“PC”), compounds and blends, and polypropylene compounds.

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For the year ended December 31, 2010, we generated $5.0 billion in aggregated net sales and $56.7 million in aggregated net income. The following charts show our net sales and EBITDA by product as well as net sales by geography during the year ended December 31, 2010:

We are a global business with a diverse revenue mix by geography and significant operations around the world. Our operations in Europe and the Middle East, Asia Pacific (which includes Asia as well as Australia and New Zealand), North America, and Latin America (including Mexico), generated approximately 56%, 24%, 15%, and 5%, respectively, of our 2010 aggregated net sales. Our production facilities include 36 manufacturing plants (which include a total of 86 production units) at 29 sites in 16 countries, inclusive of joint ventures and contract manufacturers, allowing us to serve our customers on a global basis. Our manufacturing locations include sites in high-growth emerging markets such as China, Indonesia and Brazil where we have increasing revenue growth. Additionally, we operate a number of R&D facilities globally, including mini plants, development centers and pilot coaters, and we believe these to be critical to our global presence and innovation capabilities.

The table below illustrates each geographical region’s net sales to external customers for the years ended December 31, 2010, 2009 and 2008, respectively.

	North America		Europe/ Middle East		Asia Pacific		Latin America
2010 net sales (in millions)1	$	765	$	2,786	$	1,184	$	232
2009 net sales (in millions)	$	460	$	1,882	$	858	$	250
2008 net sales (in millions)	$	771	$	2,972	$	1,148	$	294

¹  Full year 2010 net sales is shown on an aggregated basis.

Prior to our formation, our business was wholly owned by Dow. On June 17, 2010, we were acquired by investment funds advised or managed by Bain Capital Partners, LLC, with Dow investing $48.8 million for an approximately 7.5% interest in our parent company. We are a holding company controlled by Bain Capital and have a relatively short operating history as a stand-alone company. We and our joint ventures maintain a strategic relationship with Dow through shared infrastructure and integration on 17 shared manufacturing sites, which contributes to our production scale and allows for the more efficient use of our assets.

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Segment Overview

We operate four segments under two principal business units. Our Emulsion Polymers business unit includes an SB Latex segment and a Synthetic Rubber segment. Our Plastics business unit includes a Styrenics segment and an Engineered Polymers segment. The table below illustrates each segment’s aggregated net sales to external customers for the year ended December 31, 2010, as well as each segment’s major products and end-use markets.

	Emulsion Polymers		Plastics
	SB Latex	Synthetic Rubber	Styrenics	Engineered Polymers
Net sales (in millions)
Three months ended:
March 31, 2011	$     431	$   183	$    613	$    311
March 31, 2010	$     327	$   126	$    402	$    217
Net sales (in millions) Year ended:
December 31, 20101	$ 1,499	$   520	$ 1,906	$ 1,042
December 31, 2009	$1,027	$   336	$1,353	$    734
December 31, 2008	$1,711	$   427	$2,052	$    992
Major products	• Styrene-butadiene latex (“SB latex”)	• Solution styrene-butadiene rubber (“SSBR”)	• Polystyrene	• Polycarbonate resins (“PC”)
	• Styrene-acrylate latex (“SA latex”)	• Lithium polybutadiene rubber (“Li-PBR”)	• Expandable polystyrene (“EPS”)	• Compounds and blends
		• Emulsion styrene-butadiene rubber (“ESBR”)	• Acrylonitrile-butadiene-styrene (“ABS”)	• Polypropylene compounds
		• Nickel polybutadiene rubber (“Ni-PBR”)	• Styrene-acrylonitrile (“SAN”) • Ignition resistant polystyrene
Major end-use market	• Coated paper and packaging board • Carpet and artificial turf backings • Tape saturation • Cement modification • Building products	• Performance tires • Standard tires • Polymer modification • Technical rubber goods	• Appliances • Construction/sheet • Packaging • Automotive • Consumer electronics • Consumer goods	• Automotive • Consumer electronics • Construction/sheet • Packaging • Others (including consumer goods, appliances and electrical and lighting)

¹  Full year 2010 net sales is shown on an aggregated basis.

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SB Latex Segment

We are a global leader in SB latex, holding a strong market position across the geographies and applications in which we participate, including leading market positions in North America, Europe and Asia. We produce SB latex primarily for coated paper used in advertising and magazines, packaging board coatings, carpet and artificial turf backings, as well as a number of performance latex applications.

We believe our development and formulation capabilities contribute to our leading position. Further, we believe our growth prospects in SB latex are enhanced by our leading position in China, which we believe will contribute a significant portion of global growth in the paper and board market segment over the next decade. In 2010, we began delivery to one of the largest paper mills in China, and in 2011, we believe we have been active in substantially all significant new paper mill startups in China. We recently announced a major expansion of our Zhangjiagang, China latex capacity that we expect to come on-line in 2012. We believe our growth prospects are also supported by an attractive industry landscape characterized by the recent trends of industry capacity reduction and consolidation, such as the exit of The Lubrizol Corporation from the SB latex market and the business combinations of the BASF Group and Ciba Holding AG, Omnova Solutions and Eliokem, and Yule Catto & Co plc and PolymerLatex GmbH.

Synthetic Rubber Segment

We are a significant producer of styrene-butadiene and polybutadiene-based rubber products and we have the leading European merchant market position in SSBR. We have very broad synthetic rubber technology and product portfolios in the industry, focusing on specialty products, such as SSBR and Li-PBR, while also producing core products, such as ESBR and Ni-PBR. Our Synthetic Rubber products are extensively used in tires, with additional applications including polymer modification and technical rubber goods. We have strong relationships with most of the top global tire manufacturers and believe we have remained a supplier of choice as a result of our broad rubber portfolio and product customization capabilities.

Our most advanced rubber technology, SSBR, is a critical material for tires with low rolling resistance and high wet-grip, which leads to increased fuel efficiency and traction (“high performance tires”). We believe our growth prospects are enhanced by increasing demand for these high performance tires, resulting from European Union regulatory reforms that are aimed at improving fuel efficiency and reducing CO₂ emissions. Our management estimates that through 2014, demand for SSBR, will grow substantially faster than global GDP. Our expectation is that global increases in fuel efficiency standards will drive additional demand growth for our SSBR technology. We recently announced a 50 metric kilotons (“kMT”) capacity expansion at our Schkopau, Germany facility that we expect to come on-line in 2012.

Styrenics Segment

Our Styrenics segment includes polystyrene, ABS, SAN, and EPS products, as well as our internal production and sourcing of styrene monomer, a raw material common in SB latex, synthetic rubber and styrenics products. We are a leading producer of polystyrene and mass ABS (“mABS”). We focus our marketing efforts on applications such as appliances and consumer electronics. Within these applications, we have worked collaboratively with customers to develop more advanced grades of plastics such as our high impact polystyrene (“HIPS”) and mABS products. These products offer superior properties, such as rigidity, insulation and

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colorability, and, in some cases, an improved environmental footprint versus general purpose polystyrene or emulsion ABS. The Styrenics segment also serves the packaging and construction end-use markets.

We believe our growth prospects in Styrenics are enhanced by recent trends of industry capacity reduction and consolidation, such as the formation of the announced Styrolution joint venture combining certain INEOS and BASF assets and the prior acquisition of INEOSNova by INEOS. We believe our growth prospects are further enhanced by our established manufacturing footprint in high economic growth regions such as China and Latin America and our focus on attractive end markets where improving living standards drive demand for appliances and consumer electronics.

Engineered Polymers Segment

We are a leading producer of engineered polymers. Our products are predominantly used in automotive, consumer electronics, and construction and sheet end markets, where we believe there will be a strong market recovery. We are focused on differentiated products, which we produce in our compounds and blends manufacturing facilities located across Europe, Asia, North America and Brazil. We believe that the strategic locations of these facilities combined with close customer collaboration offers us a strategic advantage in serving our customers. We believe approximately 45% of our PC products and approximately 70% of our compounds and blends products are differentiated, based on their physical properties, performance, or aesthetic advantages. Our history of innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end markets. We have established a strong market presence in the global automotive and electronics sector, targeting both component suppliers and final product manufacturers. Our Engineered Polymers segment also compounds and blends our PC and mABS plastics into differentiated products within these sectors.

Our Competitive Strengths

We believe we have a number of competitive strengths that differentiate us from our competitors, including:

Leading Market Positions in Attractive Segments and End Markets

We believe that we have leading positions across the markets in which we compete, including SB latex, synthetic rubber, and mABS products, and top three positions in polystyrene and our Engineered Polymers products. We attribute our strong market positions to our technological differentiation, diverse global manufacturing base, long-standing customer relationships, and advantaged cost positions.

Our products serve applications that are affected by enduring trends such as improving living standards and increased environmental awareness. For example, our SB Latex products impart high gloss properties to coated paper that is increasingly used in advertising and magazines in emerging markets; our Synthetic Rubber products help to improve fuel efficiency; and our Styrenics and Engineered Polymer products help reduce the weight of vehicles by substituting lighter plastic materials for heavier ones, resulting in improved fuel efficiency.

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Technological Advantage and Product Innovation

Most of our materials are critical inputs that significantly impact the functionality, cost to produce and quality of our customers’ products. Many of our products are differentiated by their performance, reliability, customization and value, which are critical factors in our customers’ selection and retention of materials suppliers. For example, our SB Latex products are critically important to coated paper applications in paper mills that typically have high fixed costs. We believe our technology offers customers a reduced risk of expensive shut-downs, as well as the potential to reduce ongoing total materials costs when SB Latex replaces higher cost paper pulp. In addition, our advanced SSBR technology reduces rolling resistance resulting in better fuel efficiency and lower CO₂ emissions while at the same time improving the tire’s wet-grip, a measure of braking effectiveness and traction. We believe these are key performance attributes sought by the final customer and also important in meeting European CO₂ emissions legislation, which we expect to become a global standard. We have a strong track record of continued product innovation, consistently launching improved grades and new products as well as customizing materials for many of our customers. In 2010, we launched more than 24 new plastics products and a new SSBR grade, designated SLR4602, which has been very well received commercially.

Diverse Global Reach with Extensive Presence in Emerging Markets

Our production facilities include 36 manufacturing plants (which include a total of 86 production units) at 29 sites in 16 countries, inclusive of joint ventures and contract manufacturers. We believe our diverse locations provide us with a competitive advantage in meeting and anticipating the needs of our global and local customers in both well-established and growing markets. We have a strong and growing presence in Asia where we believe we will become the preferred supplier of custom formulated latex products for new paper mills. For example, in 2010, we began delivery to one of the largest paper mills in China, and in 2011, we believe we have been active in substantially all significant new paper mill startups in China.

Long-Standing, Collaborative Customer Relationships

We have long-standing relationships with a diverse base of customers, many of which are well known industry leaders in their respective markets. We have had relationships with many of our customers for 20 years or more, helping them to develop and commercialize multiple generations of their products. No single customer accounted for more than 6% of our aggregated net sales in 2010. We believe we have developed strong relationships through our highly collaborative process, whereby we work with our customers to develop products that meet our customers’ critical needs. As part of this process, we test our products at customer sites and work with them to optimize and customize our product offerings. As a result of our close collaboration, we have historically achieved a high success rate of retaining customers.

Advantaged Cost Positions and Attractive Feedstock Sourcing

We believe that our global scale, highly efficient operations and site integration with Dow have provided us with an advantaged cost position within our industry. We believe our plants compare favorably across key operational benchmarks, including quality tracking, maintenance costs, and employee productivity. We have an attractive mix of long-term raw material contracts with suppliers and the flexibility to procure raw materials on the open market.

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Experienced Management Team

Our executive leadership team has an average industry experience of over 25 years, including leadership positions within our business units, and significant public chemical company leadership experience.

Our Growth Strategy

We intend to enhance our position as a leading global materials company engaged in the manufacture and marketing of specialty and customized emulsion polymers and plastics. The key elements of our growth strategy include:

Continue Product Innovation and Technological Differentiation

We intend to continue to address our customers’ critical materials needs by utilizing our technological expertise and leading development capabilities, to create specialty grades, new products and customized formulations. We believe our technological differentiation positions us to participate in the most attractive, highest growth areas of the markets in which we compete, such as advanced SSBR within Synthetic Rubber, a segment of the market that is expected to grow substantially faster than global GDP through 2014. Our global scale in SB latex allows us to cost-effectively support two pilot coaters where we collaborate with our customers in the development of next generation formulations and leverage regional innovations across our global product platform. We also expect to continue to shift our product mix towards more differentiated products, which offer higher-margin potential, improving the profitability of our business across our portfolio.

Strategic Investments in the Most Attractive Segments of the Market

We plan to make strategic capital investments in what we believe are the most attractive market segments to extend our leadership in these segments, and to meet growing demand. In December, 2010 we announced the addition of a new SSBR production line, expected to come on-line in 2012, which will expand our facility in Schkopau, Germany, as well as an expansion of our latex production capacity in Zhangjiagang, China, also expected to come on-line in 2012.

Expand and Deepen Our Presence in Emerging Markets

We believe emerging markets such as China, Southeast Asia, Eastern Europe and Latin America represent significant, rapidly growing opportunities. Improving living standards in these emerging markets are creating strong demand for our end products, including coated paper and packaging board, carpet and artificial turf backing, automotive applications including tires, packaging, appliances, consumer electronics and construction applications. We expect to capitalize on growing demand for our products in emerging markets and expand our share of local demand by deepening our customer base and local capabilities in these geographies.

Pursue Strategic Acquisitions to Extend Leadership

We intend to opportunistically pursue acquisitions and joint ventures that have attractive risk-adjusted returns to extend our leadership into what we believe are the most attractive market segments and in emerging economies. We believe that a long-term trend toward consolidation in our markets will continue, which given our scale and geographic reach, will create opportunities for our business.

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Capitalize on New Independence

We intend to capitalize on opportunities presented by our new status as an independent, stand-alone entity. Our executive leadership team is incentivized through performance-based compensation to focus on operational improvements and to enhance our strategic positioning relative to our competitors. We believe we can optimize the business as a result of the recent carve-out from Dow and have launched a corporate-wide initiative to reduce our costs and increase our competitiveness. We also intend to capitalize on improved strategic flexibility to make changes to re-position the businesses, including moving our product mix towards higher-margin, differentiated products and focusing on value-based pricing.

Recent Developments

On February 2, 2011, we amended our credit agreement with Deutsche Bank AG New York Branch, in its capacity as administrative agent for the lenders (as amended, the “Senior Secured Credit Facility”). The Senior Secured Credit Facility provides for term loans in the aggregate principal amount of $1.6 billion and a revolving facility in the aggregate principal amount of $240.0 million (the “Revolving Facility”). In connection with the amendment, we borrowed an aggregate principal amount of $1.4 billion under the term loan provisions of the Senior Secured Credit Facility (the “Term Loan”), the proceeds of which were used to repay the existing term loan and related accrued interest, repay a $75.0 million seller note that was issued by Dow (the “Seller Note”) at the time of the Acquisition and related accrued interest, pay debt issuance costs, make a distribution to the stockholders of our parent and sole shareholder, Bain Capital Everest Manager Holding SCA (“Parent”), and provide funds for general corporate purposes. We refer to these transactions as the “Refinancing Transactions.”

Our History and Structure

Prior to our formation, our business was wholly owned by Dow. On June 17, 2010, we were acquired by investment funds advised or managed by Bain Capital, with Dow investing $48.8 million for an approximately 7.5% interest in Parent.

Following completion of this offering, Parent will own approximately     % of the Company’s outstanding ordinary shares, or     % if the underwriters’ option to purchase additional shares is fully exercised. As a result, because Bain Capital will own approximately     % of the outstanding ordinary shares of Parent, Bain Capital will be able to have a significant influence on fundamental and significant corporate matters and transactions. See “Risk Factors—Risks Related to Our Ordinary Shares and This Offering—Control by Bain Capital could adversely affect our other shareholders.”

On April 13, 2011, we publicly announced plans to change our company name from Styron to Trinseo. Most of our subsidiaries currently use the company name Styron and will be renamed Trinseo in the coming months.

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The following chart summarizes our corporate ownership structure prior to the consummation of this offering.

Risks Associated with Our Company

Investing in our ordinary shares involves a significant degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares. These risks include, among others:

• our operating results and financial condition may be adversely affected by global economic conditions;

• increases in raw material prices and disruptions in the availability of raw materials may adversely affect our financial condition and results of operations;

• our substantial indebtedness could adversely affect our financial condition and our ability to operate our business;

• material weaknesses in our internal controls over financial reporting;

• changes in laws and regulations applicable to our business; and

• the significant operating and other services and certain raw materials provided to us under agreements with Dow.

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Corporate Information

Our global operating center is located at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, and our telephone number at this address is (610) 240-3200. Our website address is www.trinseo.com. The information on our website is not, and shall not be deemed to be, a part of this prospectus.

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THE OFFERING

Ordinary shares offered:

By us              shares

By the selling shareholder              shares

Total              shares

Option to purchase additional shares              and              have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of              and              additional shares, respectively.

Ordinary shares to be outstanding after this offering              shares (or              if the underwriters exercise their option to purchase additional shares in full)

Use of proceeds We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $             million, assuming the ordinary shares are offered at $            per ordinary share, the midpoint of the price range set forth on the cover of this prospectus.

We will not receive any proceeds from the sale of ordinary shares by the selling shareholder.

We intend to use the net proceeds from the sale of ordinary shares by us in this offering for repayment of approximately $             of indebtedness outstanding under our Term Loan described in “Description of Certain Indebtedness” and to pay fees and expenses incurred in connection with this offering, including payments to affiliates of Bain Capital. We will use any remaining net proceeds from this offering for general corporate purposes. See “Use of Proceeds.”

Dividend policy We currently expect to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and therefore we do not currently anticipate paying any cash dividends in the foreseeable future. Our ability to pay dividends on our ordinary shares is limited by our existing credit agreement, and may be further restricted by the terms of any of our future debt or preferred securities. See “Dividend Policy.”

Lock-ups We, our directors, executive officers, all of our existing shareholders, option holders and Parent, have agreed with

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the underwriters, subject to certain exceptions, not to sell, transfer or dispose of any of our shares or similar securities for 180 days after the date of this prospectus. See “Underwriting.”

             symbol TSE

Risk Factors See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares.

The number of shares to be issued and outstanding after this offering is based on              shares issued and outstanding as of             , 2011 and:

• includes              shares of restricted shares held by our management; and

• excludes              shares of ordinary shares reserved for future issuance under our share-based compensation plans.

Except as otherwise indicated, all information in this prospectus:

• assumes an initial public offering price of $             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus; and

• assumes no exercise of the underwriters’ option to purchase additional shares.

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Summary Combined and Consolidated Historical and Pro Forma Financial Information

As a result of the Acquisition, we applied acquisition accounting whereby the purchase price paid was allocated to the acquired assets and liabilities at fair value. The financial reporting periods presented are as follows:

• The three month period ended March 31, 2011 reflects consolidated results of operations of Trinseo, which includes the effects of acquisition accounting and the Refinancing Transactions. The pro forma results of operations for the three month period ended March 31, 2011 are adjusted to reflect the pro forma effects of certain transactions as described in “Unaudited pro forma condensed combined and consolidated financial information”.

• The year ended December 31, 2010 reflects the combined pro forma results of operations of the Styron business for the period from January 1, 2010 through June 16, 2010 and Trinseo from June 17, 2010 through December 31, 2010, as adjusted for the pro forma effects of certain transactions as described in “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information.”

• The period from June 17, 2010 through December 31, 2010 (“Successor” period) reflects the consolidated results of operations of Trinseo, which includes the effects of acquisition accounting.

• The three month period ended March 31, 2010 and the period from January 1, 2010 through June 16, 2010 and the years ended December 31, 2009 and 2008 (“Predecessor” periods) reflect the combined results of operations of the Styron business.

The following table sets forth summary combined and consolidated historical and pro forma financial data and other information of Trinseo S.A. The historical results of operations and cash flow data for the three month period ended March 31, 2011 and the historical balance sheet data as of March 31, 2011 presented below were derived from our Successor unaudited financial statements and the related notes thereto included elsewhere in this prospectus. The historical results of operations data and cash flow data for the period from June 17, 2010 through December 31, 2010 and the historical balance sheet data as of December 31, 2010 presented below were derived from our Successor audited financial statements and the related notes thereto included elsewhere in this prospectus. The historical financial data for the three month period ended March 31, 2010 have been derived from the Predecessor unaudited financial statements and the related notes thereto for the Styron business included elsewhere in this prospectus. The historical financial data for the period from January 1, 2010 through June 16, 2010 and the years ended December 31, 2009 and 2008 have been derived from the Predecessor audited financial statements and the related notes thereto for the Styron business included elsewhere in this prospectus.

Our historical financial data and that of the Styron business are not necessarily indicative of our future performance, nor does such data reflect what our financial position and results of operations would have been had we operated as an independent publicly traded company during the periods shown.

The unaudited pro forma financial data presented below were derived from our unaudited financial statements for the three month period ended March 31, 2011 and related notes thereto, and our audited financial statements for the period from June 17, 2010 through December 31, 2010 and the related notes thereto and the audited financial statements of the Styron business for the period from January 1 through June 16, 2010 and the related notes thereto, each of

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which are included elsewhere in this prospectus. Our unaudited pro forma statements of operations data are presented for the three month period ended March 31, 2011 and the year ended December 31, 2010 assuming:

• the Acquisition was completed on January 1, 2010;

• the Refinancing Transactions were completed on January 1, 2010; and

• the supply and sales agreements between us and Dow entered into in connection with the Acquisition were in place as of January 1, 2010.

The unaudited pro forma balance sheet data are presented assuming the offering was completed on March 31, 2011.

The unaudited pro forma information set forth below is based upon available information and assumptions that we believe are reasonable. The unaudited pro forma information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma information also should not be considered representative of our future financial condition or results of operations.

You should read the information contained in this table in conjunction with “Selected Historical Financial Information,” “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical audited financial statements and the related notes included elsewhere in this prospectus.

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	Predecessor												Successor						Pro Forma
	Year Ended December 31,						January 1 through June 16,			Three Months Ended March 31,			June 17 through December 31,			Three Months Ended March 31,			Year Ended December 31,		Three Months Ended March 31,
	2008			2009			2010			2010			2010			2011			2010(1)		2011(1)
(in millions, except per share data)
Statement of Operations Data:
Net sales(2)	$	5,184.6		$	3,450.1		$	2,090.1		$	1,071.6		$	2,876.9		$	1,537.6		$	5,096.4	$	1,537.6
Cost of sales(2)		4,928.4			3,148.8			1,895.9			949.4			2,661.7			1,367.8			4,684.1		1,357.3
Gross profit		256.2			301.3			194.2			122.2			215.2			169.8			412.3		180.3
Selling, general and administrative expenses		175.6			142.5			64.6			35.3			124.6			84.3			189.2		84.3
Acquisition-related expenses		—			—			—			—			56.5			—			—		—
Equity in earnings (losses) of unconsolidated affiliates		(3.6	)		(5.6	)		4.5			(3.1	)		12.6			4.5			17.1		4.5
Goodwill impairment losses(3)		31.1			—			—			—			—			—			—		—
Restructuring(4)		42.0			—			—			—			—			—			—		—
Operating income		3.9			153.2			134.1			83.8			46.7			90.0			240.2		100.5
Interest (income) expense, net(5)		—			—			—			—			47.9			26.3			97.4		27.0
Loss on extinguishment of long-term debt(6)		—			—			—			—			—			(55.7	)		—		—
Other (income) expense		0.3			(0.6	)		7.6			0.2			(2.3	)		5.4			5.3		5.4
Income before taxes		3.6			153.8			126.5			83.6			1.1			2.6			137.5		68.1
Provision for income taxes(7)		131.0			90.0			53.0			34.9			17.9			11.9			66.8		27.0
Net income (loss)	$	(127.4	)	$	63.8		$	73.5		$	48.7			$(16.8	)	$	(9.3	)	$	70.7	$	41.1
Net loss per share, basic and diluted													$	(0.23	)	$	(0.15	)
Weighted average shares outstanding, basic and diluted														71.7			64.3
Other Financial Data:
Cash flows from:
Operating activities	$	240.6		$	157.6		$	(352.6	)	$	(189.9	)	$	2.6		$	(14.2	)
Investing activities		(192.5	)		(25.0	)		(1.4	)		(1.4	)		(1,423.9	)		(6.2	)
Financing activities		(48.1	)		(132.6	)		417.5			191.3			1,567.4			3.5
Depreciation and amortization		84.9			99.1			48.4			26.3			61.1			28.5		$	108.0	$	18.0
Capital expenditures(8)		123.5			25.0			1.4			1.4			7.8			6.9			9.2		6.9
EBITDA(9)		88.5			252.9			174.9			109.9			110.1			57.4			342.9		113.1
Adjusted EBITDA(10)		287.4			233.0												110.7			403.8		166.4

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	Predecessor				Successor
	December 31,						March 31, 2011
	2008		2009		December 31, 2010		Actual		Pro Forma
Balance Sheet Data:
Cash and cash equivalents	$	—	$	—	$	148.1	$	134.0
Working capital(11)		156.0		232.4		749.4		867.5
Total assets		1,746.0		1,691.3		2,676.4		2,855.6
Debt		—		—		1,053.6		1,558.0
Total liabilities		774.6		716.5		1,949.9		2,531.1
Total shareholder’s equity and net parent investment		971.4		974.8		726.5		324.5

(1) Adjusted to reflect the effects of the Acquisition, the Refinancing Transactions and the agreements with Dow entered into in connection with the Acquisition, each as described in “Unaudited Pro Forma Condensed Combined and Consolidated Statement of Operations.”

(2) Net sales and cost of sales increase or decrease based on fluctuations in raw material prices. Consistent with industry practice and as permitted under agreements with many of our customers, raw material price changes are passed through to customers by means of corresponding sales price changes. In 2009, raw material prices decreased approximately 23.8% from 2008, leading to a related decrease in selling prices. Prior to June 17, 2010, all inventory sales and purchases between the Predecessor and the Dow business units are recorded at Dow’s internal manufacturing cost. See “Unaudited Pro Forma Condensed Combined and Consolidated Statement of Operations.”

(3) Goodwill impairment charges of $31.1 million in 2008 relate to an impairment within our Engineered Polymers segment.

(4) Restructuring charges of $42.0 million in 2008 relate to impairment of long-lived assets and related severance charges.

(5) In the Predecessor periods, interest expense was not allocated to the Styron business, as no debt was allocated.

(6) Loss on extinguishment of debt relates to the February 2, 2011 amendment of our Senior Secured Credit Facility.

(7) In 2009 and 2008 the effective tax rate was negatively impacted due to increases in valuation allowances, and specifically for 2008, the impact of the statutory rate on U.S. earnings relative to losses in lower taxing jurisdictions.

(8) We had $123.5 million in capital expenditures for the year ended December 31, 2008 related primarily to investments in our SSBR production line in Schkopau, Germany.

(9) We present EBITDA in this prospectus to provide investors with a supplemental measure of our operating performance. EBITDA is a non-GAAP financial measure. We define EBITDA as net income (loss) before interest, taxes and depreciation and amortization. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis because it removes the impact of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure. The use of EBITDA has limitations and you should not consider this performance measure in isolation from or as an alternative to measures presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) such as net income (loss).

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(10) Consistent with our Senior Secured Credit Facility, we define Adjusted EBITDA as income (loss) from continuing operations before interest expense, net; income tax provision; depreciation and amortization expense; asset impairment charges; advisory fees paid to affiliates of Bain Capital; other non-cash charges and certain other charges that management does not believe are reflective of our core operating performance. We believe that the presentation of Adjusted EBITDA provides investors with a useful analytical indicator of our performance. In addition, certain covenants of our Senior Secured Credit Facility incorporate Adjusted EBITDA, including a requirement that we maintain a ratio of consolidated total net debt (as defined) to Adjusted EBITDA of 4.5 to 1, which decreases by 0.25 annually until March 31, 2015, after which the required ratio will be 3.5 to 1. If we fail to comply with these covenants an event of default under the Senior Secured Credit Facility would occur, which, absent a waiver or an amendment from the lenders could result in the termination of commitments and acceleration of all outstanding borrowings under the Senior Secured Credit Facility. See “Description of Certain Indebtedness—Senior Secured Credit Facility.” Adjusted EBITDA is not intended to represent cash flow from operations as defined by U.S. GAAP and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. Because not all companies use identical calculations, these presentations of Adjusted EBITDA may not be comparable to other similarly-titled measures used by other companies. Adjusted EBITDA is calculated as follows:

	Predecessor										Successor						Pro Forma
	Year Ended December 31,						January 1 through June 16,		Three months Ended March 31,		June 17 through December 31,			Three months Ended March 31,			Year Ended December 31,			Three month period Ended March 31,
	2008			2009			2010		2010		2010			2011			2010			2011
(in millions)
Net income (loss)	$	(127.4	)	$	63.8		$	73.5	$	48.7	$	(16.8	)	$	(9.3	)	$	70.7		$	41.1
Interest expense, net		—			—			—		—		47.9			26.3			97.4			27.0
Provision for income taxes		131.0			90.0			53.0		34.9		17.9			11.9			66.8			27.0
Depreciation and amortization		84.9			99.1			48.4		26.3		61.1			28.5			108.0			18.0
EBITDA		88.5			252.9			174.9		109.9		110.1			57.4			342.9			113.1
Impact of sales agreements with Dow(a)(b)		34.1			19.5
Impact of supply agreement with Dow(a)(c)		(186.3	)		(102.0	)
Dow corporate and other allocations(d)		105.5			32.9													(6.8	)
Plant closures and other operational items(e)		200.5			13.8													28.8
Goodwill impairment		31.1			—													—
Acquisition, transition and other items(f)		—			—										24.8			30.9			24.8
Fees paid pursuant to advisory agreement(g)		—			—										1.3			3.7			1.3
Equity in (earnings) losses of unconsolidated subsidiaries(h)		10.8			13.7										2.7			(9.3	)		2.7
Stock compensation and other employee costs(i)		3.2			2.2										17.8			21.6			17.8
Unrealized foreign currency gains(j)		—			—										6.7			(8.0	)		6.7
Adjusted EBITDA	$	287.4		$	233.0									$	110.7		$	403.8		$	166.4

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(a) The impact of these agreements is included in the pro forma net income for 2010. See “Unaudited Pro Forma Condensed Combined and Consolidated Statement of Operations.”

(b) Represents the impact of the various sales agreements with Dow for certain by-products that were recorded as internal transfers of inventory for periods prior to the Acquisition and are recorded as sales to third parties in periods after the Acquisition.

(c) Represents the impact of the various raw material supply agreements entered into between Dow and Styron based upon the market pricing in effect during the years ended December 31, 2009 and 2008.

(d) For periods prior to the Acquisition, utilities and site services at Styron/Dow shared sites, indirect costs such as supply chain and administrative costs and other corporate costs were allocated or charged to Styron using activity based costing or other allocation methodologies. Represents adjustment to the historical amounts based on our estimate of the go-forward stand-alone costs to run the business.

(e) The following table provides detail of the plant closures and other operational items:

	Predecessor					Successor		Pro Forma
	Year Ended December 31,					Three Months Ended March 31, 2011		Year Ended December 31, 2010		Three Months Ended March 31, 2011
	2008		2009
Plant turnaround costs(i)	$	—	$	7.6		$	—	$	14.2	$	—
Guaruja net EBITDA(ii)		5.9		(2.7	)		—		5.0		—
Plant closures(iii)		126.1		4.3			—		—		—
Rohm and Haas distribution agreement(iv)		5.6		4.6			—		2.3		—
Dissolution of Dow Reichold specialty latex joint venture(v)		20.9		—			—		—		—
2008 restructuring and asset impairment(vi)		42.0		—			—		—		—
Loss due to fire(vii)		—		—			—		7.3		—
Total plant closures and other operational items	$	200.5	$	13.8		$	—	$	28.8	$	—

(i) Represents costs incurred associated with the shut-down of two of our manufacturing facilities during the second quarter of 2010 and one manufacturing facility during the third quarter of 2009 to perform planned major repairs, maintenance and modifications, which were expensed in the Predecessor period and which we will capitalize going forward.

(ii) Represents net EBITDA impact related to the sale of our Guaruja plant in Cubatao, Brazil sold in 2010.

(iii) Represents the impact from closing or idling manufacturing facilities in 2008 and 2009. The adjustment reflects the fixed costs savings, net of increased variable costs for previously manufactured raw materials now purchased from Dow at market rates subsequent to the facility closures.

(iv) Represents estimated income earned by us related to a distribution agreement entered into during the third quarter of 2010 on certain Rohm and Haas products as if the agreement had been in place as of the beginning of 2008.

(v) During the second quarter of 2008, our former joint venture Dow Reichold Specialty Latex (“DRSL”) was dissolved and products historically sold at cost to the joint venture will be sold to a third party at market prices. Represents the impact to earnings as if the joint venture was dissolved as of the beginning of 2008.

(vi) Represents a $28.0 million impairment of long-lived assets related to the shutdown of manufacturing facilities in 2008 and $14.0 million of severance for the separation of employees as a result of the facility closures.

(vii) Represents loss due to a fire that occurred prior to the Acquisition. Losses incurred were above the related indemnification payment received from Dow.

(f) Represents external legal and consultant costs related to the evaluation of strategic initiatives, the Refinancing Transactions, our initial assembly of a finance team and implementation of financial controls as a stand-alone entity and Dow separation planning subsequent to the Acquisition.

(g) Represents fees paid under the terms of the Advisory Agreement (the “Advisory Agreement”) with Bain Capital and Portfolio Company Advisors Limited (together, the “Advisors”). See “Certain Relationships and Related Party Transactions.”

(h) Represents removal of equity in (earnings) losses of unconsolidated subsidiaries and inclusion of cash dividends received during the historical period, of $7.2 million, $8.1 million, $7.8 million and $7.2 million in 2008, 2009, 2010 and the three months ended March 31, 2011, respectively.

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(i) For the three months ended March 31, 2011, represents stock based compensation of $14.6 million and pension and postretirement costs in excess of cash contributions during the period of $3.2 million. For 2010, represents stock based compensation of $15.6 million and pension and postretirement costs in excess of cash contributions during the period of $6.0 million.

(j) Represents unrealized foreign currency gains on intercompany indebtedness.

(11) Working capital is defined as current assets minus current liabilities.

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RISK FACTORS

This offering and an investment in our ordinary shares involve a significant degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase our ordinary shares. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our ordinary shares could decline and you could lose all or part of your investment in our ordinary shares.

Risks Related to Our Business

Conditions in the global economy and capital markets may adversely affect the Company’s results of operations, financial condition and cash flows.

Our products are sold in markets that are sensitive to changes in general economic conditions, such as sales of automotive and construction products. Downturns in general economic conditions can cause fluctuations in demand for our products, product prices, volumes and margins. A decline in the demand for our products or a shift to lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and our profitability and could also result in impairments of certain of our assets.

Our business and operating results were severely affected by the recent global recession. In the recession’s aftermath, we continue to be impacted by turbulence in the credit markets, dislocations in the housing and commercial real estate markets, fluctuating commodity prices, volatile exchange rates and other challenges currently affecting the global economy and our customers. While there appears to be an uneven, slow global economic rebound underway, there can be no assurance that this trend will continue. If the economic rebound deteriorates, our results of operations, financial condition and cash flows could be materially adversely affected.

Any increase in the cost or disruption in the availability of the raw materials utilized for our products may adversely affect our financial condition and results of operations.

Our results of operations are directly affected by the cost of our raw materials. Our principal raw materials (benzene, ethylene, butadiene, bisphenol A (“BPA”) and styrene) together represented approximately $3 billion or 65% of our total cost of goods sold in 2010. As a result of the significant portion of our cost of goods sold represented by these raw materials, our gross profit and margins could be adversely affected by changes in the cost of these raw materials if we are unable to pass the increases on to our customers. In addition, if the availability of any of these raw materials is limited, we may be unable to produce some of our products in the quantities demanded by our customers, which could have an adverse effect on plant utilization and our sales of products requiring such raw materials.

Our manufacturing processes use certain raw materials to produce our products, primarily styrene, benzene, ethylene, butadiene and BPA. In addition to purchasing styrene through long-term contracts and short-term contracts, we use ethylene and benzene to produce styrene, which is used in combination with butadiene to produce our latex and rubber products. We also use styrene to produce polystyrene and along with rubber and acrylonitirile to produce ABS and SAN. Along with BPA which we use to produce our polycarbonate, ABS is used to formulate our blended PC/ABS plastics. We have entered into long-term supply agreements with Dow, which provides approximately 45% to 50% of our raw materials (based on aggregate purchase price),

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and other third-party suppliers to supply our raw material needs globally. As these contracts expire, we may be unable to renew these contracts or obtain new long term supply agreements on terms favorable to us, which may significantly impact our operations.

In addition, many of our long-term contracts contain provisions that allow our suppliers to limit the amount of raw materials shipped to us below the contracted amount in certain circumstances. If we are required to obtain alternate sources for raw materials because Dow or any other supplier is unwilling or unable to perform under raw material supply agreements or if a supplier terminates its agreements with us, we may not be able to obtain these raw materials from alternative suppliers in a timely manner or be able to enter into long-term supply agreements on terms as favorable to us.

The North American market is structurally short of butadiene and has relied on imports of crude C4 (unpurified butadiene) and/or butadiene to balance demand. Historically, the European market has been better balanced and provided exports to North America. Currently, Dow is our major supplier of butadiene in the United States and Europe. The quantity of butadiene available in any one region is dependent on the raw material inputs and operating rates of the ethylene crackers. Raw material inputs to the crackers (either ethane or naphtha) depend on the flexibility of the cracker to use various feeds and the economics of the available raw materials. Suppliers may not be able to meet our butadiene requirements, and we may not be able to obtain substitute supplies of butadiene from alternative suppliers in a timely manner or on favorable terms. A lack of availability of raw materials could have an adverse effect on our financial condition and results of operations.

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Senior Secured Credit Facility.

We have substantial indebtedness. Our indebtedness consists principally of our Senior Secured Credit Facility, including the Term Loan and Revolving Facility. As of March 31, 2011, we had $1,396.5 million outstanding under our Term Loan and $75.0 million outstanding under our Revolving Facility. As of March 31, 2011, after giving effect to this offering and the use of proceeds therefrom, our total indebtedness would have been $                 million. See “Description of Certain Indebtedness.” In addition, we can incur up to $             of additional indebtedness under the Senior Secured Credit Facility.

As a result of our substantial indebtedness:

• our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;

• we must use a substantial portion of our cash flow to pay principal of and interest on our indebtedness which will reduce the funds available to us for other purposes;

• we are vulnerable to economic downturns and adverse industry conditions;

• our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised;

• our ability to borrow additional funds may be limited;

• we may be unable to refinance our indebtedness, the majority of which becomes due in August 2017, on satisfactory terms, or at all; and

• we may be exposed to greater interest rate risk because the interest rates on our Senior Secured Credit Facility will vary.

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In particular, the Senior Secured Credit Facility contains a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of business opportunities and require that we maintain a certain Adjusted EBITDA level. These covenants restrict, among other things, our ability to:

• sell assets;

• incur additional indebtedness;

• pay dividends;

• make investments or acquisitions;

• create liens;

• repurchase or redeem capital stock;

• engage in mergers or consolidations;

• engage in transactions with affiliates; and

• consolidate, merge or transfer all or substantially all of our assets.

The ability for us to comply with the covenants and financial ratios and tests contained in the Senior Secured Credit Facility, to pay principal of and interest on indebtedness, fund working capital, and make anticipated capital expenditures depends on our future performance, which is subject to general economic conditions and other factors, some of which are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under the Senior Secured Credit Facility to fund liquidity needs in an amount sufficient to enable us to service indebtedness. Furthermore, if we decide to undertake additional investments in existing or new facilities, this will likely require additional capital, and there can be no assurance that this capital will be available on satisfactory terms or at all.

A failure to repay amounts owed under the Senior Secured Credit Facility at maturity would result in a default. In addition, a breach of any of the covenants in the Senior Secured Credit Facility or our inability to comply with the required financial ratios or limits could result in a default. If a default occurs, our lenders could refuse to lend us additional funds and/or declare all of our debt and any accrued interest and fees immediately due and payable. A default under one of our debt agreements may trigger a cross-default under our other debt agreements. If any of our indebtedness is accelerated, we cannot assure you that we would have sufficient assets to repay all of our obligations. Our failure to repay our obligations could, among other things, materially adversely affect the market value of the securities offered hereby.

Despite our current levels of indebtedness, we may incur substantially more debt, which could further exacerbate the risks associated with our substantial indebtedness.

Although the Senior Secured Credit Facility contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. As of March 31, 2011, after giving effect to this offering and the use of proceeds therefrom, $             was available for borrowing under the Senior Secured Credit Facility. Also, we are not prevented from incurring obligations that do not constitute “indebtedness” as defined in the Senior Secured Credit Facility, such as operating leases and trade payables. If new debt is added to our current debt levels, the risks related to our substantial indebtedness that we now face could intensify.

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We have material weaknesses in our internal controls over financial reporting. If one or more material weaknesses persist or if we fail to establish and maintain effective internal controls over financial reporting in the future, our ability to both timely and accurately report our financial results could be adversely affected.

Prior to the completion of this offering, we have been a private company since the Acquisition in June 2010, with limited corporate finance and accounting personnel and other supervisory resources to adequately execute our period-end financial closing processes. This lack of adequate resources contributed to an extended financial closing process during the third and fourth quarters of 2010 as well as an insufficient review and approval of certain information used to prepare our third quarter and year-end financial statements.

As a result of these circumstances, our independent registered public accounting firm, in connection with their audit, identified several adjustments related to certain aspects of our period-end financial closing process. In addition, several other adjustments were identified by management after the closing process while we prepared the year-end financial statements which highlighted several control deficiencies. In consideration of these findings, we have concluded that these control deficiencies constitute material weaknesses in our internal controls over financial reporting. A material weakness is a control deficiency, or a combination of control deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically these material weaknesses contributed to multiple audit adjustments and the following individual material weaknesses as of December 31, 2010:

• inadequate internal staffing and skills; and

• inadequate controls of the quarter-end closing processes, including: failure to record entries in the appropriate legal entities in a timely fashion; failure to appropriately analyze certain manufacturing costs, capitalize manufacturing variances at period end, and reconcile certain related accounts; and failure to record certain expenditures in the appropriate period.

In response, we have begun the process of evaluating our internal controls over financial reporting, although we are in the early phases of our review and may not complete our review until after this offering is completed.

We have taken several remedial actions to address these material weaknesses, including:

• hiring a finance team, including a corporate controller, North America controller and director of external reporting, as well as 44 full-time finance staff since December 31, 2010, and we continue to monitor and improve our staffing levels;

• formalizing a period-end financial closing process; and

• formalizing several accounting and financial reporting processes to ensure consistency and reliability of reported results.

We cannot predict the outcome of our remediation at this time. During the course of the remediation, we may identify additional control deficiencies, which could give rise to deficiencies and other material weaknesses in addition to the material weaknesses previously identified. Each of the material weaknesses described above could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected. We cannot

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assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weaknesses described above or avoid potential future material weaknesses.

In addition, we are currently operating under a transition services agreement with Dow which includes, among other services, financial accounting services we are required to assume during 2011. We are currently in the process of planning for the transition of these responsibilities to us by identifying and documenting these activities and hiring and training personnel to perform these activities. We will also need to implement certain information technology (“IT”) systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance resources. It is possible that we will be unable to successfully perform all necessary activities to timely and accurately report financial results in future periods, resulting in additional deficiencies and/or material weaknesses in financial reporting.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting until our annual report on Form 20-F for the year ending December 31, 2012. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the effectiveness of our internal controls over financial reporting.

Regulatory and statutory changes applicable to our raw materials and products and our customers’ products could require material expenditures, changes in our operations and adversely affect our financial condition and results of operations.

Changes in environmental, health and safety regulations, in jurisdictions where we manufacture and sell our products, could lead to a decrease in demand for our products. In addition to changes in regulations, health and safety concerns could increase the costs incurred by our customers to use our products and otherwise limit the use of these products, which could lead to decreased demand for these products. Such a decrease in demand likely would have an adverse effect on our business and results of operation. Materials such as styrene, butadiene, acrylonitrile, ethylbenzene, BPA and halogenated flame retardant are used in the manufacturing of our products and have come under increased regulatory scrutiny due to potentially significant or perceived health and safety concerns. For example, on June 10, 2011, the U.S. National Toxicology Program (“NTP”), which is part of the Health and Human Services Administration, issued its 2011 Report on Carcinogens, and reclassified styrene as “reasonably anticipated to be a carcinogen”. The NTP is not a regulatory body, so there would only be a direct impact on commerce if a regulatory agency such as OSHA were to require additional warnings or labels—which is not anticipated. Although the concentrations of styrene monomer to which our employees could be exposed are orders of magnitude lower than the levels set by OSHA and other regulatory bodies, and end-use applications would typically present an even lower potential exposure, there is a risk that customers could move away from styrenics products due to the reclassification. Styrene and butadiene are considered residual materials that could potentially migrate out of the product. Occupational limits are also being considered for ethylbenzene and acrylonitrile, two raw materials used extensively in our operations. BPA is a monomer that we use in the production of polycarbonate, which is considered an endocrine disruptor. BPA is receiving high visibility in the media, has subjected others to class action litigation and has resulted in customer and consumer deselection of materials particularly in food contact applications such as baby bottles, sippy cups, toys and water bottles as well as legislative initiatives banning its use. We do not sell into the markets where BPA has been banned, but additional regulation of residual levels of BPA in appliances, medical devices and other products could arise in the future which could significantly impact our plastics business. A

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halogenated flame retardant under scrutiny in the European Union is HBCD, which may be banned by the Registration, Evaluation and Authorization of Chemicals (“REACH”) in the year 2015, unless authorization for use is not petitioned and granted. In that event, a substitute chemistry would be required to replace HBCD.

Our products are also used in a variety of end-uses that have specific regulatory requirements such as those relating to products that have contact with food or medical end-uses. We and many of the applications for the products in the end-use markets in which we sell our products are regulated by various national and local rules, laws and regulations. For example, changes in regulations banning or restricting the use of these residual materials in our products, or our customers’ products, could adversely affect our results of operations and adversely affect our financial condition. Failure to appropriately manage safety, human health, product liability and environmental risks associated with our products, product life cycles and production processes could adversely impact employees, communities, stakeholders, the Company’s reputation and the results of its operations.

We, our products and many of the applications for our products in the end-use markets in which we sell our products are regulated by various national and local rules, laws and regulations. Changes in any of these areas could result in additional compliance costs, seizures, confiscations, recall or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. For example, changes in environmental and safety laws and regulations restricting the use of a particular chemical could cause a decline in sales to producers of that product.

Dow provides significant operating and other services, and certain raw materials used in the production of our products, under agreements that are important to our business. The failure of Dow to perform their obligations, or the termination of these agreements, could adversely affect our operations.

Prior to June 17, 2010, we were operated by Dow. Dow continues to provide services under certain agreements that are important to our business. We are a party to:

• a transition services agreement pursuant to which Dow provides us with certain customer service, financial services, and human resource services;

• an outsourcing service agreement pursuant to which Dow provides certain administrative and business services to us for the operation of the Company beyond the one year of transition services;

• supply and sales agreements pursuant to which Dow, among other things, provides us with raw materials, including ethylene, benzene, butadiene and BPA;

• a contract manufacturing agreement pursuant to which Dow operates and maintains one of its Freeport, Texas facilities to produce PC products for us; and

• an operating services agreement pursuant to which Dow will operate and maintain certain of our facilities at Rheinmuenster, Germany as well as employ and provide almost all of the staff for this facility.

Under the terms of the above agreements, either party is permitted to terminate the applicable agreement in a variety of situations. Should Dow fail to provide these services or raw materials, or should any of the above agreements be terminated, we would be forced to obtain these services and raw materials from third parties or provide them ourselves. Additionally, if Dow terminates agreements pursuant to which we are obligated to provide certain services, we may lose the fees received by us under these agreements. From time to time, as part of our

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ongoing business operations, we discuss potential changes in the terms of our various agreements with Dow based upon changes in market conditions or other factors. Any agreed changes to any of these contractual arrangements are not binding until the execution of formal documentation. The failure of Dow to perform its obligations under, or the termination of, any of these contracts could adversely affect our operations and, depending on market conditions at the time of any such termination, we may not be able to enter into substitute arrangements in a timely manner, or on terms as favorable to us.

Under certain of these agreements, we are required to indemnify Dow in certain circumstances, including for loss and damages resulting from Dow’s negligence in performing their obligations, subject to certain limitations.

Compliance with extensive environmental, health and safety laws may require material expenditures.

We use large quantities of hazardous substances and generate hazardous wastes in our manufacturing operations. Consequently, our operations are subject to extensive environmental, health and safety laws and regulations at both the national and local level in multiple jurisdictions. Many of these laws and regulations have become more stringent over time and the costs of compliance with these requirements may increase, including costs associated with any capital investments for pollution control facilities. For example, in the United States, the U.S. Environmental Protection Agency (“EPA”) has moved forward on requirements for new air emission regulations covering greenhouse gas emissions which have not yet been sanctioned by Congress, new emission standards for industrial boilers, and established more stringent ambient air quality standards, which may subject us to significant additional capital expenditures and operating expenses in the future. In addition, our production facilities require operating permits that are subject to periodic renewal and, in circumstances of noncompliance, may be subject to revocation. The necessary permits may not be issued or continue in effect, and any issued permits may contain more stringent limitations on our operations.

Compliance with more stringent environmental requirements would likely increase our costs of transportation and storage of raw materials and finished products, as well as the costs of storage and disposal of wastes. Additionally, we may incur substantial costs, including penalties, fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations for failure to comply with these laws or permit requirements.

We may be subject to losses due to lawsuits arising out of environmental damage or personal injuries associated with exposure to chemicals or the release of chemicals.

We face the risk that individuals could seek damages for personal injury due to exposure to chemicals at our facilities, chemicals which have been released from our facilities, chemicals otherwise owned or controlled by us, or chemicals which allegedly migrated from products containing our materials. Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our product sales, reputation and profitability. We may be subject to claims with respect to workplace exposure, workers’ compensation and other health and safety matters. There are several properties which we now own on which Dow has been conducting remediation to address historical contamination. Those properties include Allyn’s Point, Connecticut, Dalton, Georgia, Livorno, Italy and Guaruja, Brazil. There are other properties with historical contamination that are owned by Dow that we lease for our operations, including our facility in Midland, Michigan. While we did not assume the liabilities associated with these properties in the U.S., because certain environmental laws can impose

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liability for contamination on the current owner or operator of a property, even if it did not create the contamination, there is a possibility that a governmental authority or private party could seek to include us in an action or claim for remediation or damages, even though the contamination may have occurred prior to our ownership or occupancy. While Dow has agreed to indemnify us for liability for releases of hazardous materials that occurred prior to our separation from Dow, the indemnity is subject to limitations, and we cannot be certain that Dow will fully honor the indemnity or that the indemnity will be sufficient to satisfy all claims that we may incur. In addition, we face the risk that future claims might fall outside of the scope of the indemnity, particularly if we experience a release of hazardous materials that occurs in the future or at any time after the closing of the Acquisition.

The environmental liabilities at a particular site could increase as a result of, among other things, changes in laws and regulations, modifications to the site’s investigation and remediation plans, unanticipated construction problems, identification of additional areas or quantities of contamination, increases in labor, equipment and technology costs, significant changes in the financial condition of Dow or other responsible parties and the outcome of any related legal and administrative proceedings to which we may become a party. Any increase in liability may be outside the scope of the indemnity provided by Dow, resulting in increased costs payable by us. It is not possible for us to reasonably estimate the amount and timing of all future expenditures related to environmental or other contingent matters. Accruals for environmental matters are recorded by the Company when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies, and in 2010 no such reserve was recorded.

Our business involves risk of exposure to product liability claims.

Even though we are generally a material supplier rather than a manufacturer of finished goods, the development, manufacture and sales of specialty emulsion polymers and plastics by us involve inherent risk of exposure to product liability claims, product recalls and related adverse publicity. While we attempt to protect ourselves from such claims and exposures in our adherence to standards and specifications and contractual negotiations, there can be no assurance that our efforts in this regard will ultimately protect us from any such claims. A consumer may attempt to seek contribution from us due to a product liability claim brought against them by a consumer, or a consumer may bring a product liability claim directly against us. A product liability claim or judgment against us could result in substantial and unexpected expenditures, affect consumer or customer confidence in our products, and divert management’s attention from other responsibilities. A successful product liability claim or series of claims against us in excess of our insurance coverage payments, for which we are not otherwise indemnified, could have a material adverse effect on our financial condition or results of operations.

Our end-use markets are highly competitive, and we may lose market share to other producers of styrene-based chemical products or to producers of other products that can be substituted for our products.

Our industry is highly competitive and we face significant competition from large international producers, as well as from smaller regional competitors. Our most significant competitors include BASF, Nippon Zeon, LG Chemicals and Bayer. Competition is based on a number of factors, such as price, product quality and service. Our competitors may improve their competitive position in our core end-use markets by successfully introducing new products, improving their manufacturing processes or expanding their capacity or manufacturing facilities. Some of our competitors’ financial, technological and other resources

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may be greater than our resources and such competitors may be better able to withstand changes in market condition. Our competitors may be able to respond more quickly than we can to new or emerging technologies or changes in customer requirements. If we are unable to keep pace with our competitors’ product and manufacturing process innovations, our financial condition and results of operations could be materially adversely affected. Some of our competitors may be able to drive down prices for our products if their costs are lower than our costs.

Competition between styrene-based chemical products and other products within the end-use markets in which we compete is intense. In addition, in certain instances, vinyl based systems have emerged as competitive products, particularly in the carpet backing market, where we have recently lost market share to these products. Increased competition from existing or newly developed products may reduce demand for our products in the future and our customers may decide on alternate sources to meet their requirements.

In addition, consolidation of our competitors or customers may result in reduced demand for our products or make it more difficult for us to compete with our competitors. If we are unable to successfully compete with other producers of styrene-based chemical products or if other products can be successfully substituted for our products, our sales may decline.

Our business is subject to seasonality that may affect our quarterly operating results and impact the market price of our ordinary shares.

Seasonal changes and weather conditions typically affect the construction and building materials end-use market. In particular, sales volumes for construction and building materials generally rise in the warmer months and generally decline during the colder months of fall and winter. Abnormally cold or wet seasons may cause reduced purchases from our construction and building materials customers. However, because seasonal weather patterns are difficult to predict, we cannot accurately estimate fluctuations in our quarterly construction and building sales in any given year. If construction and building sales results cause our operating results to fall below the periodic expectations of financial analysts or investors, the market price of our ordinary shares may decline.

The hazards associated with chemical manufacturing could result in incidents that disrupt our operations or expose us to significant losses or liabilities.

The hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes exist in our operations and the operations of other occupants with whom we share manufacturing sites. These potential risks include, but are not necessarily limited to:

• pipeline and storage tank leaks and ruptures;

• explosions and fires;

• inclement weather and natural disasters;

• terrorist attacks;

• failure of mechanical, process safety and pollution control equipment;

• chemical spills and other discharges or releases of toxic or hazardous substances or gases; and

• exposure to toxic chemicals.

These hazards could expose employees, customers, the community and others to toxic chemicals and other hazards, contaminate the environment, damage property, result in personal

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injury or death, lead to an interruption or suspension of operations, damage our reputation and adversely effect the productivity and profitability of a particular manufacturing facility or the Company as a whole, and result in the need for remediation, governmental enforcement, regulatory shutdowns, the imposition of government fines and penalties and claims brought by governmental entities or third parties. Legal claims and regulatory actions could subject us to both civil and criminal penalties, which could affect our product sales, reputation and profitability. We have comprehensive environmental, health and safety compliance and management systems to prevent potential risks and emergency response and crisis management plans in place to mitigate potential risks. Also, although we maintain property, business interruption, comprehensive general liability, environmental impairment liability and other insurance of the types and in the amounts that we believe are customary for the industry, we may not be fully insured against all potential hazards incidental to our business due to limitations and exclusions in our policies. While the hazards associated with chemical manufacturing have not resulted in incidents that have significantly disrupted our operations or exposed us to significant losses or liabilities since the Acquisition, there can be no assurances we will not suffer such losses in the future.

Any increase in the cost of natural gas or electricity may adversely affect our results of operations.

We use natural gas and electricity to operate our facilities and generate heat and steam for our various manufacturing processes. Natural gas prices have experienced significant volatility in the past several years. Wide fluctuations in natural gas prices may result from relatively minor changes in supply and demand, market uncertainty, and other factors, both domestic and foreign, that are beyond our control. In addition, natural gas is often a substitute for petroleum-based energy supplies and natural gas prices are positively correlated with petroleum prices. Future increases in the price of petroleum (resulting from increased demand, political instability or other factors) may result in significant additional increases in the price of natural gas. In addition, electricity prices are generally affected by increases in the price of petroleum. Any increase in the cost of natural gas or electricity could have a material adverse impact on our financial condition and results of operations.

We are subject to customs, international trade, export control, antitrust, zoning and occupancy and labor and employment laws that could require us to modify our current business practices and incur increased costs.

We are subject to numerous regulations, including customs and international trade laws, export/import control laws, and associated regulations. These laws and regulations limit the countries in which we can do business; the persons or entities with whom we can do business; the products which we can buy or sell; and the terms under which we can do business, including anti-dumping restrictions. In addition, we are subject to antitrust laws and zoning and occupancy laws that regulate manufacturers generally and/or govern the importation, promotion and sale of our products, the operation of factories and warehouse facilities and our relationship with our customers, suppliers and competitors. If any of these laws or regulations were to change or were violated by our management, employees, suppliers, buying agents or trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and hurt our business and negatively impact results of operations. In addition, in some areas we benefit from certain trade protections, including anti-dumping protection and the European Union’s Authorized Economic Operator program, which provides expedited customs treatment for materials crossing national borders. If we were to lose these protections, our results of operations could be adversely affected.

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In addition, changes in statutory minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefits costs, which could negatively impact our profitability.

Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effects on our operations. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business.

We are dependent on the continued service of key executives, the loss of any of whom could adversely affect our business.

Our performance is substantially dependent on the performance of our senior management team, including Christopher D. Pappas, our President and Chief Executive Officer, and Richard J. Diemer, Jr., our Executive Vice President and Chief Financial Officer. We have entered into agreements with each member of our senior management team that restrict their ability to compete with us should they decide to leave our Company. Even though we have entered into these agreements, we cannot be sure that any member of our senior management team will remain with us, or that they will not seek to compete with us in the future. The loss of members of our senior management team could impair our ability to execute our business plan and growth strategy, cause us to lose customers and reduce revenue, or lead to employee morale problems and/or the loss of key employees.

Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly affect the comparability of our results between financial periods.

Our operations are conducted by subsidiaries in many countries. The results of the operations and the financial position of these subsidiaries are reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements. The main currencies to which we are exposed are the Euro, the British pound, Chinese renminbi, Indian rupee, Korean won, Brazilian real and Swedish krona. The exchange rates between these currencies and the U.S. dollar in recent years have fluctuated significantly and may continue to do so in the future. A depreciation of these currencies against the U.S. dollar will decrease the U.S. dollar equivalent of the amounts derived from these operations reported in our consolidated financial statements and an appreciation of these currencies will result in a corresponding increase in such amounts. Because many of our raw material costs are determined with respect to the U.S. dollar rather than these currencies, depreciation of these currencies may have an adverse effect on our profit margins or our reported results of operations. Conversely, to the extent that we are required to pay for goods or services in foreign currencies, the appreciation of such currencies against the U.S. dollar will tend to negatively impact our results of operations. In addition, currency fluctuations may affect the comparability of our results of operations between financial periods.

We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, there can be no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on our financial condition or results of operations.

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We generally do not have long-term contracts with our customers, and the loss of customers could adversely affect our sales and profitability.

With some exceptions, our business is based primarily upon individual sales orders with our customers. As such, our customers could cease buying our products from us at any time, for any reason, with little or no recourse. If multiple customers elected not to purchase products from us, our business prospects, financial condition and results of operations could be adversely affected.

If we are not able to continue the technological innovation and successful commercial introduction of new products, our customers may turn to other producers to meet their requirements.

Our industry and the end-use markets into which we sell our products experience periodic technological change and ongoing product improvements.

In addition, our customers may introduce new generations of their own products or require new technological and increased performance specifications that would require us to develop customized products. Innovation or other changes in our customers’ product performance requirements may also adversely affect the demand for our products. Our future growth will depend on our ability to gauge the direction of the commercial and technological progress in all key end-use markets, and upon our ability to successfully develop, manufacture and market products in such changing end-use markets. We need to continue to identify, develop and market innovative products on a timely basis to replace existing products in order to maintain our profit margins and our competitive position. We may not be successful in developing new products and technology that successfully compete with such materials, and our customers may not accept any of our new products. If we fail to keep pace with evolving technological innovations or fail to modify our products in response to our customers’ needs, then our business, financial condition and results of operations could be adversely affected as a result of reduced sales of our products.

Our business relies on intellectual property and other proprietary information and our failure to protect our rights could harm our competitive advantages with respect to the manufacturing of some of our products.

Our success depends to a significant degree upon our ability to protect and preserve our intellectual property and other proprietary information of our business. However, we may be unable to prevent third parties from using our intellectual property and other proprietary information without our authorization or independently developing intellectual property and other proprietary information that is similar to ours, particularly in those countries where the laws do not protect proprietary rights to the same degree as in the United States. The unauthorized use of our intellectual property and other proprietary information by others could reduce or eliminate any competitive advantage we have developed, cause us to lose sales or otherwise harm our business. If it becomes necessary for us to litigate to protect our proprietary rights, any proceedings could be burdensome and costly, and we may not prevail. In connection with the Acquisition, patents, copyrights and trade secrets of Dow that were used by Dow to operate the Styron business segments prior to the Acquisition were either assigned to us or licensed to us on a worldwide basis, subject to exclusive licenses granted by Dow prior to the Acquisition. Our license from Dow is exclusive within the Styron business segments for certain patents and patent applications that were used by Dow primarily in those Styron business segments prior to the Acquisition and is exclusive with respect to certain patents used for the production of specified foams that have a specified density, subject to licenses previously granted by Dow, to any current

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and future requirements of the U.S. Federal Trade Commission and to certain retained rights of Dow, including the right to use patents and other intellectual property that we acquired from Dow in the Acquisition outside the Styron business segments and for styrene acrylate latexes sold outside of specified markets and for internal consumption by Dow. Our license from Dow is limited to use in defined areas corresponding to our current business segments excluding certain products and end-use application technology retained by Dow. Our ability to develop, manufacture or sell products and technology outside of these defined areas may be impeded by the intellectual property rights that have been retained by Dow, which may limit our ability to develop new products and enter new markets.

Any patents we own that are exclusively licensed to us that have been or will be issued in the future, may not provide us with any competitive advantage and may be challenged by third parties. Our competitors also may attempt to design around our patents or copy or otherwise obtain and use our intellectual property and other proprietary information. Moreover, our competitors may already hold or have applied for patents in the United States or abroad that, if enforced following their issuance, could possibly limit our ability to manufacture or sell one or more of our products in the jurisdictions in which such patents are issued. In general, competitors or other parties may, from time to time, assert issued patents or other intellectual property rights against us. If we are legally determined, at some future date, to infringe or violate the intellectual property rights of another party, we may have to pay damages, stop the infringing use, or attempt to obtain a license of such intellectual property from the owner of such intellectual property. With respect to our pending patent applications, we may not be successful in securing patents for the patent claims we are pursuing. Our failure to secure these patents may limit our ability to protect inventions that these applications were intended to cover. In addition, as our patents expire in the coming years, we may face increased competition with consequent erosion of profit margins.

It is our policy to enter into confidentiality agreements with our employees and third parties to protect our unpatented proprietary manufacturing know how, continuing technological innovation and other trade secrets, but our confidentiality agreements could be breached and may not prevent our manufacturing know how and other trade secrets from being misappropriated by others. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing know how. Violations by others of our confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our sales and operating results to decline as a result of increased competition. In addition, others may obtain knowledge of our trade secrets through independent development or other access by legal means.

We have registered and applied for registration of certain service marks and trademarks, and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. The applicable governmental authorities may not approve our pending applications. A failure to obtain trademark registrations in the United States and in other countries could limit our ability to protect and enforce our trademarks and impede our marketing efforts in those jurisdictions. Moreover, third parties may seek to oppose our applications or otherwise challenge the resulting registrations. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands.

We may be unable to determine when third parties are using our intellectual property rights without our authorization. In addition, we cannot be certain that any intellectual property rights that we have licensed to third parties are being used only as authorized by the applicable license

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agreement. The undetected or unremedied, unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual property related to our industry by third parties could reduce or eliminate any competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations.

If we fail to adequately protect our intellectual property and other proprietary information, including our processes, apparatuses, technology, trade secrets, trade names and proprietary manufacturing know how, methods and compounds, through obtaining patent protection and securing trademark registrations and confidentiality agreements of appropriate scope, our competitive advantages over other producers could be materially adversely affected. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention. We may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations.

In connection with the Acquisition, we acquired ownership of, or in some cases, a worldwide right and license to use, certain patents, patent applications and other intellectual property of Dow that were used by Dow to operate the Styron business segments prior to the Acquisition. Generally, we acquired ownership of the intellectual property that was primarily used in the Styron business segments and acquired a license to a more limited set of intellectual property that had broader application within Dow beyond the Styron business segments. Our license from Dow is perpetual, irrevocable, fully paid-up, and royalty-free. Furthermore, our license from Dow is exclusive within the Styron business segments for certain patents and patent applications that were used by Dow primarily in those Styron business segments prior to the Acquisition, subject to licenses previously granted by Dow, to any current and future requirements of the U.S. Federal Trade Commission and to certain retained rights of Dow, including the right to use patents and patent applications outside the Styron business segments and for internal consumption by Dow. Our license from Dow relates to polymeric compositions, manufacturing processes and end applications for the polymeric compositions; and is limited to use in defined areas corresponding to our current business segments excluding certain products and end-use application technology retained by Dow. Our ability to develop, manufacture or sell products and technology outside of these defined areas may be impeded by the intellectual property rights that have been retained by Dow, which could adversely affect our business, financial condition and results of operations. Additionally, we may not be able to enforce, and Dow may be unwilling to enforce, this intellectual property that has been retained by Dow where infringement could also impact our business and competitive position.

Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products.

We continually seek to improve our business processes and develop new products and applications. Many of our competitors have a substantial amount of intellectual property that we must continually monitor to avoid infringement. Although it is our policy and intention not to infringe valid patents, we cannot provide assurances that our processes and products do not and will not infringe issued patents (whether present or future) or other intellectual property rights belonging to others, either in the United States or abroad. From time to time, and where permitted by applicable law, we oppose patent applications that we consider overbroad or otherwise invalid in order to help ensure that we have the necessary freedom to operate fully in our various business lines without the risk of being sued for patent infringement. If, however, patents are subsequently issued on any such applications by other parties, or if patents belonging to others already exist that cover our products, processes or technologies, it is

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possible that we could be liable for infringement of such patents and we could be required to take remedial or curative actions to continue our manufacturing and sales activities with respect to one or more products that are found to be infringing. We may also be subject to indemnity claims by our licensees arising out of claims of alleged infringement of the patents, trademarks and other intellectual property rights of third parties by such licensees in connection with their use of our products. Intellectual property litigation often is expensive and time-consuming, regardless of the merits of any claim, and our involvement in such litigation could divert our management’s attention from operating our business. If we were to discover that any of our processes, technologies or products infringe the valid intellectual property rights of others, we might determine to obtain licenses from the owners of such rights or to re-engineer our products in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products in a manner that is successful in avoiding infringement. Moreover, if we are sued for infringement and lose, we could be required to pay substantial damages and/or be enjoined from using or selling the infringing products or technology. Any of the foregoing could cause us to incur significant costs and prevent us from selling our products.

It may be difficult for a third party to acquire us, which could discourage or prevent a change of control or merger.

After the completion of this offering, Bain Capital and related persons and entities will own approximately         % of the voting power of our ordinary shares (or approximately         % if the underwriters exercise their option to purchase additional shares in full). For as long as Bain Capital and affiliates own a majority of our ordinary shares, a takeover of our company will require their approval. In addition, provisions in our organizational documents may discourage, delay or prevent a merger or other change in control that a shareholder may consider favorable, which could limit the price investors might be willing to pay in the future for our ordinary shares, decreasing the value of your shares.

The labor and employment laws in many jurisdictions in which we operate are more restrictive than in the United States. Our relationship with our employees could deteriorate, which could have an adverse effect on our operations.

As a manufacturing company, we rely on our employees and good relations with our employees to produce our products and maintain our production processes and productivity. Approximately 83% of our employees are employed outside of the United States. In certain of those countries, such as the member states of the European Union, labor and employment laws are more restrictive than in the United States. In many jurisdictions, the laws grant significant job protection to employees, which subject us to employment arrangements that are very similar to collective bargaining agreements. In addition, 17% of our employees within the United States are members of a union and subject to a collective bargaining agreement.

We are required to consult with and seek the consent or advice of the unions or works’ councils that represent our employees for certain of our activities. This requirement could have a significant impact on our flexibility in managing costs and responding to market changes. Furthermore, there can be no assurance that we will be able to negotiate labor agreements with our unionized employees in the future on satisfactory terms. If those employees were to engage in a strike, work stoppage or other slowdown, or if any of our other employees were to become unionized, we could experience a significant disruption of our operations or higher ongoing labor costs, which could have a material adverse effect on our financial condition and results of operations.

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As a global business, we are exposed to local business risks in different countries, which could have a material adverse effect on our financial condition or results of operations.

We have significant operations in foreign countries, including manufacturing facilities, research and development facilities, sales personnel and customer support operations. Currently, we operate, or others operate on our behalf, 36 manufacturing plants (which include a total of 86 production units) at 29 sites around the world, including in Australia, Brazil, Colombia, Germany, Greece, the Netherlands, Belgium, Italy, Finland, Sweden, China, South Korea, Indonesia, Japan and Taiwan, in addition to our operations in the

United States. Our offshore operations are subject to risks inherent in doing business in foreign countries, including, but not necessarily limited to:

• new and different legal and regulatory requirements in local jurisdictions;

• export duties or import quotas;

• domestic and foreign customs and tariffs or other trade barriers;

• potential staffing difficulties and labor disputes;

• managing and obtaining support and distribution for local operations;

• increased costs of transportation or shipping;

• credit risk and financial conditions of local customers and distributors;

• potential difficulties in protecting intellectual property;

• risk of nationalization of private enterprises by foreign governments;

• potential imposition of restrictions on investments;

• potentially adverse tax consequences, including imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries;

• legal restrictions on doing business in or with certain nations, certain parties and/or certain products;

• foreign currency exchange restrictions and fluctuations; and

• local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability.

We may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner at each location where we do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our international operations or upon our financial condition and results of operations.

Our operations in developing markets could expose us to political, economic and regulatory risks that are greater than those we may face in established markets. Further, our international operations require us to comply with a number of United States and international regulations. For example, we must comply with the Foreign Corrupt Practices Act (“FCPA”), which prohibits companies or their agents and employees from providing anything of value to a foreign official or agent thereof for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. We operate in some nations that have experienced significant levels of governmental corruption. Although we implement policies and procedures designed to assure compliance with all applicable laws, rules and regulations, our employees,

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agents and contractors, including companies to which we outsource business operations, may take actions in violation of our policies and legal requirements. Such violations, even if prohibited by our policies and procedures, could have an adverse effect on our business and reputation. Any failure by us to ensure that our employees and agents comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on our ability to conduct business in certain foreign jurisdictions, and our results of operations and financial condition could be materially and adversely affected.

Risks Related to Investment in a Luxembourg Company

We are a Luxembourg public limited liability company (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

We are organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, some of our directors and officers named in this prospectus reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law, furthermore, does not recognize a shareholder’s right to bring a derivative action on behalf of the Company.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. The enforceability in Luxembourg courts of judgments entered by U.S. courts will depend upon the conditions set forth in the Luxembourg procedural code, which may include the following:

• the judgment of the U.S. court is enforceable (exécutoire) in the United States;

• the U.S. court had full jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules);

• the U.S. court has applied to the dispute the substantive law which would have been applied by Luxembourg courts;

• the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense;

• the U.S. court has acted in accordance with its own procedural laws; and

• the judgment of the U.S. court does not contravene Luxembourg international public policy.

Our articles of association provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any losses or liabilities,

36

claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof, subject to limited exceptions. Under our articles of association, to the extent allowed by law, the rights and obligations among us and any of our current or former directors and officers will be governed exclusively by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities as directors or officers. Although there is doubt as to whether U.S. courts would enforce such a provision in an action brought in the United States under U.S. securities laws, such provision could make enforcing judgments obtained outside Luxembourg more difficult to enforce against our assets in Luxembourg or in jurisdictions that would apply Luxembourg law.

Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation.

Our corporate affairs are governed by our articles of association which will be effective prior to the completion of this offering, and by the laws governing public limited liability companies organized under the laws of the Grand Duchy of Luxembourg. The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. Luxembourg law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. See “Comparison of Shareholder Rights” for a discussion of differences between Luxembourg and Delaware corporate law.

You may not be able to participate in equity offerings, and you may not receive any value for rights that we may grant.

Pursuant to Luxembourg law on commercial companies, dated August 10, 1915, as amended from time to time (the “Luxembourg Corporate Law”), existing shareholders are generally entitled to pre-emptive subscription rights in the event of capital increases and issues of shares against cash contributions. However, prior to the completion of this offering, our articles of association will provide that pre-emptive subscription rights can be limited, waived or cancelled until                     , 2016 and the general meeting of our shareholders may renew, expand or amend such authorization. “Description of Share Capital—Pre-emptive Rights.”

Risks Related to Our Ordinary Shares and this Offering

Control by Bain Capital could adversely affect our other shareholders.

When this offering is completed, Bain Capital will beneficially own approximately     % of Parent’s ordinary shares (based on the number of ordinary shares outstanding as of                     , 2011), and Parent, in turn, will own approximately         % of our ordinary shares, assuming no exercise of the underwriters’ option to purchase additional ordinary shares. In addition, we expect that, pursuant to the terms of a shareholder agreement, Bain Capital will be able to elect their designees to serve as members of our board of directors. These shareholder designees are expected to represent             of the             members of our board of directors immediately after this offering. Bain Capital will have a continuing ability to control our board of directors and to exercise significant influence over our affairs for the foreseeable future, including controlling the election of directors and significant corporate transactions, such as a merger or other sale of our Company or our assets.

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In addition, because we are a foreign private issuer, we will not be subject to the independence requirements of the              that require that our board of directors be comprised of a majority of independent directors, that we have a compensation committee comprised solely of independent directors and that we have a nominating and governance committee comprised solely of independent directors.

This concentrated control by Bain Capital will limit the ability of other shareholders to influence corporate matters and, as a result, we may take actions that our other shareholders do not view as beneficial. For example, this concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could cause the market price of our ordinary shares to decline or prevent our shareholders from realizing a premium over the market price for their ordinary shares.

There has been no prior public market for our ordinary shares, and an active trading market may not develop or be sustained.

Prior to this offering, there has been no public market for our ordinary shares. We cannot predict the extent to which a trading market for our ordinary shares will develop or how liquid that market might become. An active trading market for our ordinary shares may never develop or may not be sustained, which could adversely affect your ability to sell your ordinary shares and the market price of your ordinary shares. Also, if you purchase ordinary shares in this offering, you will pay a price that was not established in public trading markets. The initial public offering price for the ordinary shares will be determined by negotiations between us, the selling shareholder and the underwriters and does not purport to be indicative of prices at which our ordinary shares will trade upon completion of this offering. Consequently, you may not be able to sell your ordinary shares above the initial public offering price and may suffer a loss on your investment.

The market price of our ordinary shares may be volatile and may trade at prices below the initial public offering price.

The stock market in general, and the market for equities of newly-public companies in particular, have been highly volatile. As a result, the market price of our ordinary shares is likely to be similarly volatile, and investors in our ordinary shares may experience a decrease, which could be substantial, in the value of their ordinary shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment. The price of our ordinary shares could be subject to wide fluctuations in response to a number of factors, including those listed elsewhere in this “Risk Factors” section and others such as:

• variations in our operating performance and the performance of our competitors;

• actual or anticipated fluctuations in our quarterly or annual operating results;

• changes in our revenues or earnings estimates or recommendations by securities analysts;

• publication of research reports by securities analysts about us or our competitors or our industry;

• our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

• additions or departures of key personnel;

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• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• announcement of technological innovations by us or our competitors;

• the passage of legislation, changes in interpretations of laws or other regulatory events or developments affecting us;

• speculation in the press or investment community;

• changes in accounting principles;

• the expiration of contractual lock-up arrangements with our executive officers, directors and shareholders;

• terrorist acts, acts of war or periods of widespread civil unrest;

• changes in general market and economic conditions;

• changes or trends in our industry;

• investors’ perception of our prospects; and

• adverse resolution of any new or pending litigation against us.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle or defend litigation.

A total of             or     % of our total outstanding ordinary shares after the offering are restricted from immediate resale, but may be sold on a stock exchange in the near future. The large number of ordinary shares eligible for public sale or subject to rights requiring us to register them for public sale could depress the market price of our ordinary shares.

The market price of our ordinary shares could decline as a result of sales of a large number of our ordinary shares in the market after this offering, and the perception that these sales could occur may also depress the market price of our ordinary shares. We will have             ordinary shares outstanding after this offering, assuming no exercise of our outstanding options or warrants. Of these shares,             ordinary shares sold in this offering will be freely tradable in the United States, except for any ordinary shares purchased by our “affiliates” as defined in Rule 144 under the Securities Act.

The holders of             outstanding ordinary shares have agreed with the underwriters, subject to a number of exceptions, not to dispose of or hedge any of their ordinary shares during the 180-day period beginning on the date of this prospectus, except with the prior written consent of the representatives of the underwriters in this offering. After the expiration of the 180-day restricted period, these ordinary shares, may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from U.S. registration, including, in the case of ordinary shares held by affiliates, compliance with the volume restrictions of Rule 144. We expect             ordinary shares to be subject to contractual transfer restrictions pursuant to the Investor Subscription and Shareholder Agreement with Dow Europe Holding B.V. (“Dow Europe”) and funds associated with Bain Capital (the “Shareholder Agreement”) (see “Certain Relationships and Related Party Transactions—Shareholder Agreement”).

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Number of shares and % of total outstanding	Date available for sale into public markets
, or %	Immediately after this offering.
, or %	180 days after the date of this prospectus due to contractual obligations and lock-up agreements between the holders of these shares and the underwriters. However, the representatives of the underwriters can waive the provisions of these lock-up agreements and allow these shareholders to sell their ordinary shares at any time, provided applicable holding periods under Rule 144 have expired.

Upon completion of this offering, the holders of             ordinary shares, or     % of our outstanding ordinary shares as of                     , 2011, will be entitled, under contracts providing for registration rights, to require us to register our ordinary shares owned by them with the SEC. Upon effectiveness of any registration statement, subject to lock-up agreements with the representatives of the underwriters, those ordinary shares will be available for immediate resale in the United States in the open market.

Sales of our ordinary shares as restrictions expire or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales, or the perception that such sales could occur, also could cause the market price for our ordinary shares to fall and make it more difficult for you to sell our ordinary shares.

Purchasers in this offering will immediately experience substantial dilution in net tangible book value of their ordinary shares.

The initial public offering price of our ordinary shares in this offering is considerably more than the net tangible book value per ordinary share. Purchasers in this offering will suffer immediate dilution of $             per ordinary share of pro forma net tangible book value, based on the sale of ordinary shares to be sold in this offering at an assumed initial public offering price of $             per ordinary share (the mid-point of the price range set forth on the cover of this preliminary prospectus). See “Dilution.”

After the completion of this offering, we do not expect to declare any dividends in the foreseeable future. Accordingly, investors may only realize future gains on their investments if the price of their ordinary shares increases, which may never occur.

After the completion of this offering, we do not anticipate making any cash or other distributions on our ordinary shares in the foreseeable future. The payment of cash distributions on ordinary shares is restricted under the terms of our Senior Secured Credit Facility. In addition, because we are a holding company, our ability to make any distributions on ordinary shares may be limited by restrictions on our ability to obtain sufficient funds from subsidiaries, including restrictions under the terms of our Senior Secured Credit Facility. Furthermore, under the laws of Luxembourg, we are able to make distributions only to the extent that we have profits available and distributable reserves. We anticipate that we will retain all of our available funds for use in the operation and development of our business. Accordingly, investors may only realize future gains on their investments if the price of their ordinary shares increases, which may never occur. Investors seeking cash or other distributions should not purchase our ordinary shares. See “Dividend Policy.”

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If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our ordinary shares or if our operating results do not meet their expectations, the price of our ordinary shares could decline.

The market price of our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the market price of our ordinary shares or its trading volume to decline. Moreover, if one or more of the analysts who cover our Company downgrade our ordinary shares or if our operating results or prospects do not meet their expectations, the market price of our ordinary shares could decline.

Future equity issuances may dilute the holdings of ordinary shareholders and could materially affect the market price of our ordinary shares.

We may in the future decide to offer additional equity to raise capital or for other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of our ordinary shares, as well as our earnings per ordinary share and net asset value per ordinary share. Future sales of substantial amounts of our ordinary shares in the public market, whether by us or by our existing shareholders, or the perception that sales could occur, may adversely affect the market price of our shares, which could decline significantly.

We will incur increased costs as a result of becoming a public company.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 and the Dodd Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC and the                     . The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our ordinary shares, fines, sanctions and other regulatory action and potentially civil litigation.

Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 will require significant expenditures and effort by management, and if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, the market price of our ordinary shares could be adversely affected.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations and beginning with our Annual Report on Form 20-F for the year ending December 31, 2012, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal controls over financial reporting. The rules governing the standards that must be met for management to assess our internal controls over

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financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal controls over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal controls over financial reporting. In addition, in connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation. If we cannot favorably assess the effectiveness of our internal controls over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the market price of our ordinary shares could decline. See “Risk Factors—Risks Related to Our Business—We have material weaknesses in our internal controls over financial reporting. If one or more material weaknesses persist or if we fail to establish and maintain effective internal controls over financial reporting in the future, our ability to both timely and accurately report our financial results could be adversely affected.”

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our common shares.

The             listing rules requires listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, while we intend to comply with these requirements within the permitted phase-in periods, we are permitted to follow home country practice in lieu of the above requirements. Luxembourg law, the law of our home country, does not require that a majority of our board consist of independent directors or the implementation of a nominating and corporate governance committee, and our board may thus in the future not include, or include fewer, independent directors than would be required if we were subject to the             listing rules, or they may decide that it is in the Company’s interests not to have a compensation committee or nominating and corporate governance committee, or have such committees governed by practices that would not comply with             listing rules. Since a majority of our board of directors may not consist of independent directors if we decide to rely on the foreign private issuer exemption to the             listing rules, our board’s approach may, therefore, be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company could, in the future, be more limited than if we were subject to the             listing rules.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, or strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including but not limited to:

• conditions in the global economy and capital markets;

• increased costs or disruption in the availability of the raw material utilized for our products;

• our substantial level of indebtedness;

• our continued beneficial relationship with Dow;

• loss of market share to other producers of styrene-based chemical products or to producers of other products that can be substituted for our products;

• hazards associated with chemical manufacturing;

• seasonality of our business;

• inability to continue technological innovation and successful introduction of new products;

• compliance with environmental, health and safety laws;

• losses due to lawsuits arising out of environmental damage or potential injuries associated with exposure to chemicals;

• changes in laws and regulations applicable to our business;

• our inability to protect our trademarks or other intellectual property rights;

• our dependence upon key executive management;

• system security risk issues that could disrupt our internal operations or information technology services;

• fluctuations in energy costs;

• fluctuations in currency exchange rates;

• our separation agreements with Dow;

• a loss of customers; and

• local business risks in different countries in which we operate.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our

43

assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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USE OF PROCEEDS

We estimate based upon an assumed initial public offering price of $             per ordinary share, the midpoint of the range set forth on the cover of this prospectus, that we will receive net proceeds from the offering of approximately $             million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of our ordinary shares by the selling shareholder, including any ordinary shares sold by the selling shareholder in connection with the exercise of the underwriters’ option to purchase additional ordinary shares.

We intend to use the net proceeds from this offering:

• to pay fees and expenses incurred in connection with this offering, including $             in advisory and transaction fees to affiliates of Bain Capital (see “Certain Relationships and Related Party Transactions—Bain Capital Advisory Agreement and Transaction Services Agreement”);

• to repay approximately $             of indebtedness outstanding under our Term Loan (see “Description of Certain Indebtedness”); and

• the remainder for general corporate purposes.

A $1.00 increase or decrease in the assumed initial public offering price of $             per ordinary share would increase or decrease the net proceeds we receive from this offering by approximately $             million, assuming the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same.

Under the Term Loan, we borrowed an aggregate principal amount of $1.4 billion, a portion of which was used to repay the existing term loan and related accrued interest and the Seller Note and related accrued interest. The Term Loan matures on August 2, 2017. The borrowing rate is equal to LIBOR (subject to floors of 1.75% for the Revolving Facility and 1.5% for the Term Loan) or the U.S. prime lending rate (subject to a floor of 2.5%), plus respective applicable margin rates. The applicable margin rates are determined by the leverage ratio in effect on the first day of each interest period.

Certain of the underwriters or their affiliates currently hold balances under our Senior Secured Credit Facility. As a result, based on amounts outstanding as of                     , 2011, and assuming the above repayments, the following underwriters and their respective affiliates would receive net proceeds from this offering as follows:                      See “Underwriting.”

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness, and therefore we do not anticipate paying any cash dividends in the foreseeable future. The payment of cash distributions on ordinary shares is restricted under the terms of our Senior Secured Credit Facility. Additionally, because we are a holding company, our ability to pay dividends on our ordinary shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness. See “Description of Certain Indebtedness.” Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2011, on:

• an actual basis; and

• on a pro forma as adjusted basis to give effect to the offering and the use of proceeds hereof.

You should read the following table in conjunction with the sections entitled “Use of Proceeds,” “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of March 31, 2011
	Actual		Pro Forma(1)
	(in millions)
Cash and cash equivalents	$	134.0	$
Secured debt, including current portion:
Accounts receivable securitization		87.4
Revolving Facility(2)		75.0
Term Loan, net of discount(2)		1,395.6
Total indebtedness, including current portion		1,558.0
Shareholder’s equity:
Ordinary shares		0.6
Additional paid-in capital		201.1
Accumulated deficit		(26.1)
Accumulated other comprehensive income		148.9
Total shareholder’s equity		324.5
Total capitalization	$	1,882.5	$

(1) A $1.00 increase or decrease in the assumed initial public offering price of $             per ordinary share, the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease the net proceeds from this offering available to us and correspondingly increase or decrease the amount of additional paid-in capital, total shareholder’s equity and total capitalization by approximately $             million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. See “Use of Proceeds.”

(2) Our Term Loan and Revolving Facility are collateralized by a security interest in substantially all the assets of Trinseo and certain subsidiary guarantors.

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DILUTION

Our net tangible book value as of                     , 2011, before giving effect to the sale of              ordinary shares offered in this offering, was approximately $            , or approximately $             per ordinary share. Net tangible book value per share represents the amount of our total tangible assets less the amount of our total liabilities, divided by the number of ordinary shares outstanding at                     , 2011, prior to the sale of              ordinary shares offered in this offering. Dilution in net tangible book value per ordinary share represents the difference between the amount per ordinary share paid by investors in this offering and the pro forma net tangible book value per ordinary share outstanding immediately after this offering.

After giving effect to the sale of              ordinary shares in this offering, based upon an assumed initial public offering price of $             per ordinary share, the              midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering, our pro forma net tangible book value as of                     , 2011 would have been approximately $             million, or $             per ordinary share. This represents an immediate increase in net tangible book value of $             per ordinary share, to existing shareholders and immediate dilution of $             per share to new investors purchasing ordinary shares in this offering at the initial public offering price.

The following table illustrates this dilution in net tangible book value per ordinary share to new investors:

Assumed initial public offering price per ordinary share	$
Net tangible book value per ordinary share as of                     , 2011	$
Increase in pro forma net tangible book value per ordinary share attributable to this offering	$
Pro forma net tangible book value per ordinary share as of                     , 2011 (after giving effect to this offering)	$
Dilution per ordinary share to new investors(1)	$

(1) Dilution is determined by subtracting pro forma net tangible book value per ordinary share after giving effect to the offering from the initial public offering price paid by a new investor.

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) our pro forma net tangible book value by $             million, or $             per ordinary share, and the dilution in net tangible book value per share to investors in this offering by $             per ordinary share, assuming that the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same. The as adjusted information is illustrative only and, following the completion of this offering, will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

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The following table summarizes, as of                     , 2011, on a pro forma basis, the number of ordinary shares purchased from us, the aggregate cash consideration paid to us and the average price per ordinary share paid to us by existing shareholders and to be paid by new investors purchasing ordinary shares from us in this offering. The table assumes an initial public offering price of $             per ordinary share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering:

	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percentage		Amount	Percentage
Existing shareholders			%	$		%	$
New investors
Total			%	$		%	$

A $1.00 increase (decrease) in the assumed initial public offering price of $             per ordinary share would increase (decrease) the total consideration paid by investors participating in this offering by $             million, or increase (decrease) the percent of total consideration paid by investors participating in this offering by     %, assuming that the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the discussion and tables above assume no exercise of the underwriters’ option to purchase additional ordinary shares, no exercise of any outstanding options and no sale of ordinary shares by the selling shareholder. The sale of              ordinary shares to be sold by the selling shareholder in this offering will reduce the number of shares held by existing shareholders to             , or     % of the total shares outstanding, and will increase the number of shares held by investors participating in this offering to             , or     % of the total shares outstanding. In addition, if the underwriters’ option to purchase additional shares is exercised in full, the number of ordinary shares held by existing shareholders will be further reduced to             , or     % of the total number of ordinary shares to be outstanding upon the closing of this offering, and the number of ordinary shares held by investors participating in this offering will be further increased to              ordinary shares or     % of the total number of ordinary shares to be outstanding upon the closing of this offering.

49

UNAUDITED PRO FORMA CONDENSED COMBINED AND

CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed combined and consolidated financial information for the three months ended March 31, 2011 and for the year ended December 31, 2010 presented below were derived from our unaudited financial statements for the three month period ended March 31, 2011, our audited financial statements for the period from June 17, 2010 through December 31, 2010 and the related notes thereto and the audited financial statements for the Styron business for the period from January 1, 2010 through June 16, 2010 and the related notes thereto, each of which are included elsewhere in this prospectus.

On June 17, 2010, we consummated the Acquisition and acquired 100% of the former Styron business from Dow for approximately $1.5 billion plus transaction expenses. The purchase price paid was allocated to the acquired assets and liabilities at fair value. The Acquisition was funded with an $800.0 million term loan, $35.0 million in borrowings under our Revolving Facility, the $75.0 million Seller Note and $650.0 million in contributed capital.

Our unaudited pro forma condensed combined and consolidated statements of operations are presented for the three months ended March 31, 2011 and for the year ended December 31, 2010 assuming:

• the Acquisition was completed on January 1, 2010;

• the Refinancing Transactions were completed on January 1, 2010;

• the supply and sales agreements between us and Dow entered into in connection with the Acquisition were in place as of January 1, 2010; and

• the offering was completed on January 1, 2010.

As the Acquisition and Refinancing Transactions are reflected in the Company’s historical balance sheet at March 31, 2011, pro forma adjustments related to the Acquisition and Refinancing Transactions are only reflected in the pro forma condensed combined and consolidated statements of operations. The unaudited pro forma condensed consolidated balance sheet assumes that the offering was completed on March 31, 2011.

Dow had historically provided various services to the Styron business, including cash management, site services, utilities and facilities management, information technology, finance/accounting, tax, legal, human resources, site services, data processing, security, payroll, employee benefit administration, insurance administration and telecommunications. The cost of these services were allocated to the Predecessor in the combined financial statements using either activity based costing (“ABC”) or activity based management charges (“ABMC”). We believe these allocations are a reasonable reflection of costs the Company would have incurred on a stand-alone basis. See Notes B and S to our historical financial statements for information regarding the historical allocations for the period from January 1, 2010 through June 16, 2010.

The unaudited pro forma information set forth below is based upon available information and assumptions that we believe are reasonable. The unaudited pro forma information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma information also should not be considered representative of our future financial condition or results of operations.

You should read the information contained in this table in conjunction with “Selected Historical Financial Information,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical audited financial statements and the related notes thereto included elsewhere in this prospectus.

50

TRINSEO S. A.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2011

(in millions)

	Historical				Adjustments for Offering(a)			Pro Forma  As Adjusted
Assets:
Current assets:
Cash and cash equivalents		$	134.0			$			$
Accounts receivable, net			998.5
Inventories			600.7
Deferred income tax assets			7.7
Total current assets			1,740.9				—
Investment in nonconsolidated affiliates			124.7
Property, plant and equipment, net			591.1
Other assets:
Goodwill			38.6
Other intangible assets, net			207.3
Deferred income tax assets			93.6
Deferred charges and other assets — noncurrent			59.4
Total other assets			398.9				—
Total assets		$	2,855.6			$	—		$
Liabilities and Equity:
Current liabilities:
Short-term borrowings and current portion of long-term debt		$	101.4			$			$
Accounts payable:			600.4
Income taxes payable			26.1
Deferred income tax liabilities			9.0
Other current liabilities			136.5
Total current liabilities			873.4				—
Noncurrent liabilities:
Long-term debt			1,456.6
Other noncurrent obligations			134.7
Deferred income tax liabilities — noncurrent			66.4
Total noncurrent liabilities			1,657.7				—
Commitments and contingencies:
Shareholder’s Equity:
Common stock			0.6
Additional paid-in-capital			201.1
Accumulated deficit			(26.1	)
Accumulated other comprehensive income			148.9
Total shareholder’s equity			324.5				—
Total liabilities and shareholder’s equity		$	2,855.6			$	—		$

51

The Offering

(a) The assumed proceeds to our Company from this offering and the estimated use of such proceeds is as follows (in millions):

	December 31, 2010	March 31, 2011
Gross receipts from this offering	$	$
Underwriting discount, commissions and offering expenses
Net proceeds to the Company
Repayment of a portion of our Term Loan
Fees payable to Bain Capital
General corporate purposes	$	$

52

TRINSEO S. A.

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2011

(in millions, except per share data)

	Successor				Adjustments for Acquisition						Adjustments for Financing						Pro Forma			Adjustments for Offering				Pro Forma As  Adjusted
	Historical March 31, 2011
Net sales		$	1,537.6			$	—					$	—					$	1,537.6		$				$
Cost of sales			1,367.8				(10.5	)	(b	)			—						1,357.3
Gross profit			169.8				10.5						—						180.3
Selling, general and administrative expenses			84.3				—						—						84.3
Acquisition-related expenses			—				—						—						—
Equity in earnings of nonconsolidated affiliates			4.5				—						—						4.5
Operating income			90.0				10.5						—						100.5
Interest (income) expense			26.3				—						0.7		(d	)			27.0			(f	)
Loss on extinguishment of long-term debt			55.7				—						(55.7	)	(e	)			—							—
Other expense			5.4				—						—						5.4
Income before taxes			2.6				10.5						55.0						68.1
Provision for income taxes			11.9				3.1		(g	)			12.0		(g	)			27.0			(g	)
Net income (loss)		$	(9.3	)		$	7.4					$	43.0					$	41.1		$				$
Net loss per share, basic and diluted		$	(0.15	)																					$
Weighted-average common shares outstanding, basic and diluted			64.3

53

TRINSEO S. A.

UNAUDITED PRO FORMA CONDENSED COMBINED AND

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(in millions, except per share data)

	Successor			Predecessor			Acquisition					Financing					Pro Forma			Offering			Pro Forma As Adjusted
	June 17, 2010 through December 31, 2010			January 1, 2010 through June 16, 2010
Net sales	$	2,876.9		$	2,090.1		$	129.4		(a	)	$	—				$	5,096.4		$			$
Cost of sales		2,661.7			1,895.9			126.5		(b	)		—					4,684.1
Gross profit		215.2			194.2			2.9					—					412.3
Selling, general and administrative expenses		124.6			64.6			—					—					189.2
Acquisition-related expenses		56.5			—			(56.5	)	(c	)		—					—
Equity in earnings of unconsolidated affiliates		12.6			4.5			—					—					17.1
Operating income		46.7			134.1			59.4					—					240.2
Interest expense, net		47.9			—			—					49.5		(d	)		97.4			(f	)
Other income (expense)		2.3			(7.6	)		—					—					(5.3	)
Income (loss) before taxes		1.1			126.5			59.4					(49.5	)				137.5
Provision (benefit) for income taxes		17.9			53.0			3.9		(g	)		(8.0	)	(g	)		66.8			(g	)
Net income (loss)	$	(16.8	)	$	73.5		$	55.5				$	(41.5	)			$	70.7		$			$
Net loss per share, basic and diluted	$	(0.23	)																				$
Weighted-average common shares outstanding, basic and diluted		71.7

54

TRINSEO S. A.

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS

The Acquisition

The following adjustments account for the pro forma effects of our acquisition accounting and changes related to certain contractual agreements entered into in connection with the Acquisition.

(a) For periods prior to the Acquisition, certain Styron by-products transferred to Dow were recorded as internal transfers of inventory. These transactions have been adjusted from January 1, 2010 to be reflected as a sale to Dow based upon the contractual prices in effect as from June 17, 2010 consistent with the sales agreements entered into between Trinseo and Dow in connection with the Acquisition.

(b) Represents the net adjustment to cost of sales resulting from the application of acquisition accounting and changes related to certain contractual agreements (in millions):

	Year Ended December 31, 2010			Three Months Ended March 31, 2011
Cost of sales impact for sales agreements with Dow(1)	$	116.5		$	—
Cost of sales impact for Dow supply agreements(2)		49.5			—
Total decrease in depreciation and amortization(3)		(1.5	)		(10.5	)
Impact to cost of sales for inventory step-up related to the Acquisition(4)		(38.0	)		—
Increase to cost of sales	$	126.5		$	(10.5	)

(1) As discussed in adjustment (a) above, transactions between Dow and Styron for certain Styron by-products were recorded as internal inventory transfers during the pre-Acquisition period. Pre-Acquisition cost of sales have been adjusted from January 1, 2010 to reflect these transactions using contractual prices in effect with Dow as from June 17, 2010 as these sales represent third party transactions subsequent to the Acquisition.

(2) Prior to the Acquisition, raw materials sourced through Dow were recorded at Dow’s internal manufacturing cost. As a result, adjustments to cost of sales were made to reflect market pricing in effect as from June 17, 2010 consistent with the raw material supply agreements entered into with Dow in connection with the Acquisition.

(3) Represents a reduction in depreciation and amortization resulting from the application of acquisition accounting to tangible and identifiable intangible assets, excluding impact of foreign currency.

Assumed allocation of excess purchase price to fair value of property, plant and equipment and identifiable intangible assets (in millions):

	Fair Value		Estimated Useful Life		December 31, 2010 Estimated Annual Depreciation and Amortization			March 31, 2011 Estimated Annual Depreciation and Amortization
Property, plant and equipment	$	594.6		Various	$	95.3		$	14.8
Technology		190.0		15 Years		12.7			3.2
Less: aggregated historical depreciation & amortization						(109.5	)		(28.5	)
					$	(1.5	)	$	(10.5	)

55

(4) Inventories were adjusted to their fair values as part of acquisition accounting. The adjustment removes the non-recurring expense related to the excess of the fair values of the inventories, all of which were sold in 2010, over their cost.

(c) Represents the adjustment to remove acquisition-related expenses related to the acquisition of the Styron business.

The Refinancing Transactions

(d) Represents the pro forma adjustments to interest expense applicable to the Refinancing Transactions, as follows (in millions):

	Year Ended December 31, 2010			Three Months Ended March 31, 2011
Borrowings under Term Loan(1)	$	83.8		$	20.8
Estimated Revolving Facility borrowings(2)		4.2			1.6
Amortization of debt issuance costs(3)		6.0			1.5
Total pro forma interest expense		94.0			23.9
Less: historical interest expense		(44.5	)		(23.2	)
	$	49.5		$	0.7

(1) Reflects pro forma interest expense based on $1.4 billion of borrowings under the Term Loan at our minimum LIBOR rate of 1.50% plus an applicable margin of 4.50% on the date of the Refinancing Transactions and amortization of $0.6 million in original issue discount associated with the Term Loan and $0.3 million in fees paid to lenders. A 0.125% increase or decrease in the interest rate on the Term Loan would increase or decrease our annual interest expense by $1.8 million.

(2) Reflects pro forma interest expense on average assumed Revolving Facility borrowings of $35.0 million (from January 1, 2010 to June 16, 2010) and actual borrowings subsequent to June 16, 2010 based on the prime rate of 3.25% and the applicable margin of 4.75% plus a commitment fee on the unused borrowings at 0.75%.

(3) Reflects the non-cash amortization of $20.1 million of debt issuance costs related to the Term Loan (including $1.4 million related to the original term loan) and $16.3 million of debt issuance costs related to the Revolving Facility over the term of the respective facility.

(e) Represents pro forma adjustment to remove the loss on extinguishment of debt related to refinancing of debt.

The Offering

(f) Represents the adjustments to interest expense applicable to this offering assuming a portion of our Term Loan is repaid with anticipated proceeds (in millions):

	Year Ended December 31, 2010	Three Months Ended March 31, 2011
Assumed amount of Term Loan repayment(1)	$	$
Effective interest rate for the period(2)
Pro forma adjustment to interest expense	$	$	—

(1) Assumes a reduction in principal amount of $                 million of our Term Loan as if the repayment occurred January 1, 2010 after considering the pro forma effects of the Refinancing Transactions.

(2) Reflects the pro forma effective interest rate on our Term Loan, including amortization of debt issuance costs.

56

Tax Impact of the Transactions

(g) Represents pro forma adjustments to the tax provision as a result of the Styron Acquisition, the Refinancing Transactions and the offering (in millions)

Three Months Ended March 31, 2011	Pro Forma Adjustment			Weighted Average Statutory Income tax Rate			Year Ended December 31, 2010			Three Months Ended March 31, 2011
The Acquisition:
Pro forma adjustment (b), depreciation and amortization	$	(10.5	)		29.7	%(1)				$	3.1
The Refinancing Transactions:
Pro forma adjustment (c), interest adjustment		0.7			16.2	%(5)					(0.1	)
Pro forma adjustment (e), debt extinguishment		(55.7	)		21.7	%(4)					12.1
Pro forma adjustment to tax provision										$	12.0
The Offering:
Pro forma adjustment (f), offering
Pro forma adjustment to income tax provision										$	—
Year Ended December 31, 2010
The Acquisition:
Pro forma adjustment (a), sales	$	129.4			21.7	%(2)	$	28.1
Pro forma adjustment (b), cost of sales		128.0			22.3	%(3)		(28.5	)
Pro forma adjustment (b), depreciation and amortization		(1.5	)		29.7	%(1)		0.4
Pro forma adjustment (c), deductible portion of acquisition-related expense		(10.6	)		37.0	%(4)		3.9
Pro forma adjustment to income tax provision							$	3.9
The Refinancing Transactions:
Pro forma adjustment (c), interest adjustment		49.5			16.2	%(5)	$	(8.0	)
The Offering:
Pro forma adjustment (f), offering
Pro forma adjustment to income tax provision							$	—

57

(1) Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:

Jurisdiction	Statutory Rate
United States		37.0	%
Netherlands		25.5	%
Germany		30.0	%

(2) Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:

Jurisdiction	Statutory Rate
United States		37.0	%
Switzerland		8.5	%
Germany		30.0	%
Hong Kong		16.5	%

(3) Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:

Jurisdiction	Statutory Rate
United States		37.0	%
Switzerland		8.5	%
Germany		30.0	%
Hong Kong		16.5	%

(4) Reflects our weighted average statutory tax rate impacted primarily by our United States statutory rate of 37% decreased by various other jurisdictions with income tax rates lower than the United States or in jurisdictions where there was no associated tax benefit.

(5) Reflects our weighted average statutory tax rate consisting primarily of the following jurisdictions and related rates:

Jurisdiction	Statutory Rate
United States		37.0	%
Switzerland		8.5	%
Luxembourg(i)		0	%

(i) Statutory rate presented is the result of allocated pre-tax losses to this jurisdiction for which we are not expecting any future income tax benefits.

58

SELECTED HISTORICAL FINANCIAL INFORMATION

As a result of the Acquisition, we applied acquisition accounting whereby the purchase price paid was allocated to the acquired assets and liabilities at fair value. The financial reporting periods presented are as follows:

• The Successor periods reflect the consolidated results of operations of Trinseo, which includes the effects of acquisition accounting and the Refinancing Transaction for the three month period ended March 31, 2011 and the effects of acquisition accounting for the period ended December 31, 2010.

• Solely for purposes of the selected historical financial information in this section, the Predecessor period refers to the period from January 1, 2010 through June 16, 2010 and the years ended December 31, 2009, 2008 and 2007 and reflects the combined results of operations of the Styron business.

The following table sets forth selected historical financial data and other information of Trinseo. The historical results of operations data and cash flow data for the three month period ended March 31, 2011 and the historical balance sheet data as of March 31, 2011 presented below were derived from our Successor unaudited financial statements and related notes thereto included elsewhere in this prospectus. The historical results of operations data and cash flow data for the period from June 17, 2010 to December 31, 2010 and the historical balance sheet data as of December 31, 2010 presented below were derived from our Successor audited financial statements and the related notes thereto included elsewhere in this prospectus. The historical financial data for the three month period ended March 31, 2010 have been derived from the unaudited Predecessor financial statements and the related notes thereto for the Styron business included elsewhere in this prospectus. The historical financial data for the period from January 1, 2010 through June 16, 2010 and the years ended December 31, 2009 and 2008 have been derived from the Predecessor audited financial statements and the related notes thereto for the Styron business included elsewhere in this prospectus. The historical financial data for the year ended December 31, 2007 have been derived from the Predecessor financial statements for the Styron business that are not included in this prospectus.

We began operations on June 17, 2010 with the Acquisition of the Styron business from Dow as described in this prospectus.

In 2009, in contemplation of a possible spin-off of the acquired assets and liabilities, Dow began preparing carve-out financial statements for the years ended December 31, 2008 and 2007. However, Dow did not create any financial statements for the acquired assets or liabilities for the year ended December 31, 2006. Because of the length of time that has passed, and the ensuing changes to the structure, composition and operation of the relevant business units, as well as to the Dow staff that would be familiar with these businesses, the 2006 financial statements of the Styron business cannot be prepared with a reasonable degree of accuracy without unreasonable effort or expense. Furthermore, we believe that the omission of 2006 selected financial data would not have a material impact on a reader’s understanding of our financial results and condition. As a result, we have not included financial information related to the year ended December 31, 2006 of the Predecessor in the following selected historical financial data.

Our historical financial data and that of the Styron business are not necessarily indicative of our future performance, nor does such data reflect what our financial position and results of operations would have been had we operated as an independent publicly traded company during the periods shown.

59

You should read the information contained in this table in conjunction with “Summary Combined and Consolidated Historical and Pro Forma Financial Information,” “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical audited financial statements and the related notes thereto included elsewhere in this prospectus.

	Predecessor														Successor
	Year Ended December 31,								January 1 through June 16,			Three Months Ended March 31,			June 17 through December 31,			Three Months Ended March 31,
(in millions, except per share data)	2007		2008			2009			2010			2010			2010(1)			2011
Statement of Operations Data:
Net sales(2)	$	5,158.0	$	5,184.6		$	3,450.1		$	2,090.1		$	1,071.6		$	2,876.9		$	1,537.6
Cost of sales(2)		4,727.0		4,928.4			3,148.8			1,895.9			949.4			2,661.7			1,367.8
Gross profit		431.0		256.2			301.3			194.2			122.2			215.2			169.8
Selling, general and administrative expenses		188.0		175.6			142.5			64.6			35.3			124.6			84.3
Acquisition-related expenses		—		—			—			—			—			56.5			—
Equity in earnings (losses) of unconsolidated affiliates		9.0		(3.6	)		(5.6	)		4.5			(3.1	)		12.6			4.5
Goodwill impairment losses(3)		—		31.1			—			—			—			—			—
Restructuring(4)		42.0		42.0			—			—			—			—			—
Operating income		210.0		3.9			153.2			134.1			83.8			46.7			90.0
Interest expense, net(5)		—		—			—			—			—			47.9			26.3
Loss on extinguishment of debt		—		—			—			—			—			—			(55.7	)
Other income (expense)		2.0		(0.3	)		0.6			(7.6	)		(0.2	)		2.3			(5.4	)
Income (loss) before taxes		212.0		3.6			153.8			126.5			83.6			1.1			2.6
Provision for income taxes		111.0		131.0			90.0			53.0			34.9			17.9			11.9
Net income (loss)	$	101.0	$	(127.4	)	$	63.8		$	73.5		$	48.7		$	(16.8	)	$	(9.3	)
Net loss per share, basic and diluted															$	(0.23	)	$	(0.15	)
Weighted average shares outstanding, basic and diluted																71.7			64.3

60

	Predecessor															Successor
	As of and for the Year Ended December 31,									January 1 through June 16,			Three Months Ended March 31,			June 17 through December 31,			Three Months Ended March 31,
	2007			2008			2009			2010			2010			2010(1)			2011(1)
(in millions)
Other Financial Data:
Cash flows from:
Operating activities	$	192.0		$	240.6		$	157.6		$	(352.6	)	$	(189.9	)	$	2.6		$	(14.2	)
Investing activities		(41.0	)		(192.5	)		(25.0	)		(1.4	)		(1.4	)		(1,423.9	)		(6.2	)
Financing activities		(151.0	)		(48.1	)		(132.6	)		417.5			191.3			1,567.4			3.5
Depreciation and amortization		82.0			84.9			99.1			48.4			26.3			61.1			28.5
Capital expenditures		42.0			123.5			25.0			1.4			1.4			7.8			6.9
EBITDA(6)		294.0			88.5			252.9			174.9			109.9			110.1			57.4
Balance Sheet Data:
Cash and cash equivalents	$	—		$	—		$	—								$	148.1		$	134.0
Working capital(7)		444.0			156.0			232.4									749.4			867.5
Total assets		2,028.0			1,746.0			1,691.3									2,676.4			2,855.6
Debt		—			—			—									1,053.6			1,558.0
Total liabilities		847.0			774.6			716.5									1,949.9			2,531.1
Total shareholder’s equity and net Parent investment		1,181.0			971.4			974.8									726.5			324.5

(1) On June 17, 2010, we acquired 100% of the former Styron business from Dow through Styron S.à r.l., a wholly owned subsidiary, for approximately $1.5 billion plus transaction expenses. The purchase price paid was allocated to the acquired assets and liabilities at fair value. Prior to June 17, 2010, our business was wholly-owned by Dow.

(2) Net sales and cost of sales increase or decrease based on fluctuations in raw material prices. Consistent with industry practice and as permitted under agreements with many of our customers, raw material price changes are passed through to customers by means of corresponding price changes. In 2009, raw material prices decreased approximately 23.8% from 2008, leading to a related decrease in selling prices. Prior to June 17, 2010, all inventory sales between the Predecessor and Dow business units are recorded at Dow’s internal manufacturing cost. See “Unaudited Pro Forma Condensed Combined and Consolidated Financial Information.”

(3) Goodwill impairment charges of $31.1 million in 2008 relate to an impairment within our Engineered Polymers segment.

(4) Restructuring charges of $42.0 million in 2008 relate to impairment of long-lived assets and related severance charges. In 2007, the $42.0 million restructuring charge related to an other-than-temporary impairment of an investment in DRSL.

(5) In the Predecessor periods, interest expense was not allocated to the Styron business as no debt was allocated.

61

(6) We present EBITDA in this prospectus to provide investors with a supplemental measure of our operating performance. EBITDA is a non-GAAP financial measure. We define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis because it removes the impact of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure. The use of EBITDA has limitations and you should not consider this performance measure in isolation from or as an alternative to measures presented in accordance with U.S. GAAP such as net income (loss). EBITDA is calculated as follows:

	Predecessor											Successor
	As of December 31,							January 1 through June 16,		Three months Ended March 31,		June 17 through December 31,			Three Months Ended March 31,
(in millions)	2007		2008			2009		2010		2010		2010			2011
Net income (loss)	$	101.0	$	(127.4	)	$	63.8	$	73.5	$	48.7	$	(16.8	)	$	(9.3	)
Interest expense, net		—		—			—		—		—		47.9			26.3
Income tax provision		111.0		131.0			90.0		53.0		34.9		17.9			11.9
Depreciation and amortization		82.0		84.9			99.1		48.4		26.3		61.1			28.5
EBITDA	$	294.0	$	88.5		$	252.9	$	174.9	$	109.9	$	110.1		$	57.4

(7) Working capital is defined as current assets minus current liabilities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with “Selected Historical Financial Information” and the financial statements and the related notes thereto included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors.”

Overview

We are a leading global materials company engaged in the manufacture and marketing of specialty and customized emulsion polymers and plastics. We believe that we have the leading market position in many of the markets in which we compete and that we have developed these strong market positions due to our technological differentiation, diverse global manufacturing base, long-standing customer relationships, and advantaged cost positions. We compete in growing global market segments driven by long-term trends, including improving living standards in emerging markets, improving fuel efficiency, and the increasing demand for light-weight materials. In addition, we believe our increasing revenue growth in high growth regions such as China and Eastern Europe further enhances our prospects. We consider these business characteristics to be important contributors to our performance. For the three month period ended March 31, 2011, we generated $1.5 billion in net sales and a net loss of $9.3 million. For the year ended 2010, we generated $5.0 billion in aggregated net sales and $56.7 million in aggregated net income.

Prior to our formation, our business was wholly owned by Dow. In June 2010, we were acquired by Bain Capital. In connection with the Acquisition, we entered into a number of agreements with Dow relating to the provision of certain products, site services and other operational arrangements. See Note S in the notes to the 2010 financial statements and Note T to the March 31, 2011 financial statements.

Industry Trends

We believe demand for our products is strongly correlated to growth in our customers’ end markets. Demand contracted in many of our end markets, including automotive applications, packaging, consumer electronics and construction applications, during the 2008-2009 economic crisis. However, we believe global economic activity is restarting, driving strong demand recovery in these segments.

In addition to the general economic recovery, we believe long-term growth in our markets is supported by secular trends, such as improving living standards in emerging markets, improving fuel efficiency, and the increasing demand for light-weight materials. We believe we are well-positioned to take advantage of these trends. For example, improving living standards are driving demand for coated paper in emerging markets, particularly in China. We have a leading SB latex position in China, and have recently announced a capacity expansion in

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Zhangjiagang, China. In addition, in synthetic rubber, increasing fuel efficiency regulation is driving demand for SSBR, a key material for high performance tires. We have the leading European market position in advanced SSBR, and have recently announced a capacity expansion at our Schkopau, Germany facility.

In addition to demand growth driven by economic recovery and secular trends, we believe our business will continue to benefit from improving market dynamics. Over the past few years, companies have rationalized higher-cost capacity in many of our key product lines and there have been a number of consolidating activities, both in emulsion polymers and in plastics. We believe that our markets will continue to experience a long-term trend towards consolidation which will create opportunities for our business given our scale and geographic reach.

Basis of Presentation

On March 2, 2010, Bain Capital and STY Acquisition Corp. (“STY Acquisition”), entered into a sale and purchase agreement setting forth the terms of the Acquisition (the “Purchase Agreement”) with Dow, Styron LLC and Styron Holding B.V. (together with Styron LLC, the “Styron Holdcos”) pursuant to which STY Acquisition agreed to acquire 100% of the outstanding equity interests of the Styron Holdcos. STY Acquisition subsequently (but prior to the completion of the Acquisition) assigned its rights and obligations under the Purchase Agreement to Styron S.à r.l., our indirect wholly-owned subsidiary. The consideration for the Styron Holdcos was approximately $1,509.4 million, including customary adjustments for working capital, employee liabilities and certain other amounts. These amounts included a $75.0 million Seller Note which is discussed further in Note J in the notes to the audited December 31, 2010 financial statements. Subsequent to the closing of the Acquisition, we paid approximately $55.8 million in closing date working capital adjustments. As part of the Acquisition, Styron S.à r.l. incurred $56.5 million in transaction costs, which have been recorded in the consolidated statement of operations as acquisition-related expense in the Successor period ended December 31, 2010.

The combined financial statements for the 2010 Predecessor periods ended March 31, 2010 and June 16, 2010 and for the years ended December 31, 2009 and 2008 have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Dow and may not be comparable to the consolidated financial statements for the Successor periods ended March 31, 2011 and December 31, 2010.

For discussions on the results of operations, we have aggregated the Successor’s results of operations for the period from June 17, 2010 through December 31, 2010 with the Predecessor’s results of operations for the period from January 1, 2010 through June 16, 2010. We refer to the aggregated period as “2010” in this section. Although this presentation is not in accordance with U.S. GAAP, under which these two periods would not be aggregated, we believe the aggregation of the 2010 periods of Predecessor and Successor provides a more meaningful comparison to the 2009 period.

Acquisition Accounting

We allocated the purchase price paid to acquire the Styron business to the acquired assets and liabilities assumed based on their respective fair value as of the acquisition date. The application of acquisition accounting resulted in an increase in amortization and depreciation expense relating to our acquired intangible assets, property, plant and equipment and leasehold interests. In addition to the increase in the net carrying value of property, plant and equipment, we revised the remaining depreciable lives of property, plant and equipment to reflect the estimated remaining useful lives for purposes of calculating periodic depreciation expense. We

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adjusted the carrying values of the joint ventures to reflect their fair values at the date of purchase. We also adjusted the value of inventory to its fair value, increasing the costs recognized upon the sale of this acquired inventory. The excess of the purchase price over the fair value of assets and liabilities was assigned to goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. See Note C in the notes to the audited December 31, 2010 financial statements included elsewhere in this prospectus for further discussion on the Acquisition.

Factors Affecting Our Operating Results

The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.

Net Sales

We generate revenue from the sale of our products across all major geographic areas. Our net sales include total sales less estimates for returns and price allowances. Price allowances include discounts for prompt payment as well as volume-based incentives.

Our overall net sales is generally impacted by the following factors:

• fluctuations in overall economic activity within the geographic markets in which we operate;

• underlying growth in one or more of our core end markets, either worldwide or in particular geographies in which we operate;

• the type of products used within existing customer applications, or the development of new applications requiring products similar to ours;

• the “mix” of products sold, including the proportion of new or improved products and their pricing relative to existing products;

• changes in product sales prices (including volume discounts and cash discounts for prompt payment);

• fluctuations in raw material input costs and our ability to pass those on to customers, including the effects of a generally 30 to 90 day delay in changes to our product prices in our SB Latex and Synthetic Rubber segments following changes to the relevant raw material prices;

• changes in the level of competition faced by our products, including the launch of new products by competitors;

• our ability to successfully develop and launch new products and applications; and

• fluctuations in foreign exchange rates.

While the factors described above impact net sales in each of our operating segments, the impact of these factors on our operating segments can differ, as described below. For more information about risks relating to our business, see “Risk Factors—Risks Related to Our Business.”

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Cost of Sales

Our cost of sales consists principally of the following:

• Production Materials Costs.     Although we purchase much of the materials used in production on a global lowest-cost basis, our production materials costs are affected by global and local market conditions.

• Employee Costs.    These employee costs include the salary costs and benefit charges for employees involved in our manufacturing operations. These costs generally increase on an aggregate basis as production volumes increase, and may decline as a percent of net sales as a result of economies of scale associated with higher production volumes.

• Sustaining Engineering Activity Costs.    These costs relate to modifications of existing products for use by new customers in familiar applications.

• Depreciation and Amortization Expense.    Property, plant, equipment and intangible assets are stated at cost and depreciated on a straight-line basis over their estimated useful lives. Property, plant and equipment, including leasehold interests, and intangible assets acquired through the Acquisition were recorded at fair value on the acquisition date, resulting in a new cost basis for accounting purposes.

• Other.    Our remaining cost of sales consists of:

• customer-related development costs;

• freight costs;

• warehousing expenses;

• purchasing costs;

• costs associated with closing or idling of production facilities; and

• other general manufacturing expenses, such as expenses for utilities and energy consumption.

The main factors that influence our cost of sales as a percent of net sales include:

• changes in the price of raw materials;

• production volumes; and

• the implementation of cost control measures aimed at improving productivity, including reduction of fixed production costs, refinements in inventory management and the coordination of purchasing within each subsidiary and at the business level.

Selling, General and Administrative

Our selling, general and administrative, or “SG&A,” expense consists of all expenditures incurred in connection with the sales and marketing of our products, as well as administrative overhead costs, including:

• salary and benefit costs for sales personnel and administrative staff, including share-based compensation expense. Expenses relating to our sales personnel generally increase or decrease principally with changes in sales volume due to the need to increase or decrease sales personnel to meet changes in demand. Expenses relating to administrative personnel generally do not increase or decrease directly with changes in sales volume;

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• other administrative expense, including expenses related to logistics, information systems and legal and accounting services;

• general advertising expense;

• research and development expenses; and

• other selling expenses, such as expenses incurred in connection with travel and communications.

Changes in SG&A expense as a percent of net sales have historically been impacted by a number of factors, including:

• changes in sales volume, as higher volumes enable us to spread the fixed portion of our administrative expense over higher sales;

• changes in the mix of products we sell, as some products may require more customer support and sales effort than others;

• changes in our customer base, as new customers may require different levels of sales and marketing attention;

• new product launches in existing and new markets, as these launches typically involve a more intense sales activity before they are integrated into customer applications; and

• customer credit issues requiring increases to the allowance for doubtful accounts.

Interest Expense, Net

Interest expense, net consists primarily of interest expense on institutional borrowings and other financing obligations and changes in fair value of interest rate derivative instruments. Interest expense, net also includes the amortization of debt issuance costs and debt discount associated with our Senior Secured Credit Facility offset by interest income primarily associated with cash-on-hand.

Provision for Income Taxes

We and our subsidiaries are subject to income tax in the various jurisdictions in which we operate. While the extent of our future tax liability is uncertain, the impact of acquisition accounting for the Acquisition and for future acquisitions, changes to the debt and equity capitalization of our subsidiaries, and the realignment of the functions performed and risks assumed by the various subsidiaries are among the factors that will determine the future book and taxable income of the respective subsidiary and Trinseo as a whole.

For the Predecessor periods, the Styron business did not file separate tax returns in the majority of its jurisdictions as it was included in the tax returns of Dow entities within the respective tax jurisdictions. The income tax provision for the Predecessor periods was calculated using a separate return basis as if Styron was a separate taxpayer.

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Results of Operations

Results of Operations for the Three Months Ended March 31, 2011 and March 31, 2010

The tables below set forth our historical results of operations and as a percent of net sales for the periods indicated. Due to the Acquisition, the financial data for the Successor period are not comparable to that of the Predecessor period presented in the accompanying table. Prior to the Acquisition, our combined financial statements were prepared on a carve-out basis from Dow. The carve-out combined financial statements include allocations of certain Dow corporate costs. In the Successor period we no longer incur these charges, but do incur certain expenses as a stand-alone company for the same functions, including for certain support services provided by Dow under transition services agreements. See Note T in the notes to the March 31, 2011 financial statements. The allocations in Predecessor periods were based upon various assumptions and estimates and actual results may differ from these allocations, assumptions and estimates. Accordingly, the carve-out combined financial statements should not be relied upon as being representative of our financial position, results of operations or cash flows had we operated on a standalone basis (in millions):

	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Net Sales	$	1,071.6		$	1,537.6
Cost of sales		949.4			1,367.8
Gross profit		122.2			169.8
Selling, general and administrative expenses		35.3			84.3
Equity in (losses) earnings of unconsolidated affiliates		(3.1	)		4.5
Operating income		83.8			90.0
Interest (income) expense		—			26.3
Loss on extinguishment of long-term debt		—			55.7
Other expense		0.2			5.4
Income before taxes		83.6			2.6
Provision for income taxes		34.9			11.9
Net income (loss)	$	48.7		$	(9.3	)
Net Sales		100.0	%		100.0	%
Cost of sales		88.6	%		89.0	%
Gross profit		11.4	%		11.0	%
Selling, general and administrative expenses		3.3	%		5.5	%
Equity in (losses) earnings of unconsolidated affiliates		(0.3	)%		0.3	%
Operating income		7.8	%		5.9	%
Interest expense		0.0	%		1.7	%
Loss on extinguishment of long-term debt		0.0	%		3.6	%
Other expense		0.0	%		0.4	%
Income before taxes		7.8	%		0.2	%
Provision for income taxes		3.3	%		0.8	%
Net income (loss)		4.5	%		(0.6	)%

Certain amounts may not add to totals due to the effect of rounding

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Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010

Net sales.    Net sales for the three months ended March 31, 2011 increased by $466.0 million, or 43.5%, to $1,537.6 million from $1,071.6 million during the three months ended March 31, 2010. Of the 43.5% increase in net sales, volume had a favorable impact of 27.6% due to continued improvement in the global economy and the end markets in which we compete as well as sales to Dow which were previously recorded as intercompany sales and priced at cost. Selling price increases, which were partially offset by decreases in the value of the US dollar as compared to the Euro, had a favorable impact on net sales of 15.9% due to increases in key raw material input costs, which we recover either through negotiation with end customers or via contractual pass-through pricing mechanisms.

Cost of Sales.    Cost of sales for the three months ended March 31, 2011 increased by $418.4 million, or 44.1%, to $1,367.8 million from $949.4 million during the three months ended March 31, 2010. Of the 44.1% increase in cost of sales, 27.7% is attributable to higher volumes and 16.4% is attributable to higher pricing associated with our raw material costs.

Gross Profit.    For the three months ended March 31, 2011, gross profit increased by $47.6 million, or 39.0%, to $169.8 million from $122.2 million during the three months ended March 31, 2010. The increase was due to an increase in sales volumes in all of our segments coupled with price increases. Gross profit as a percentage of sales declined 0.4% as raw material input cost increases slightly outpaced our ability to recover those increases from our customers.

Selling, General and Administrative Expenses.    SG&A expense for the three months ended March 31, 2011 increased by $49.0 million, or 138.8% to $84.3 million from $35.3 million during the three months ended March 31, 2010. Of the $49.0 million increase, $23.0 million is due to additional consulting, accounting, and legal fees associated with our separation from Dow and transition of our initial financial closes as a stand-alone entity. We also incurred an additional $11.1 million related to stock-based compensation expense compared to 2010 resulting from the distribution that occurred during the first quarter of 2011 and the corresponding acceleration of expense.

Equity in Earnings (Losses) of Unconsolidated Affiliates.    Equity in earnings of unconsolidated affiliates for the three months ended March 31, 2011 was $4.5 million compared to losses of $3.1 million during the three months ended March 31, 2010. Americas Styrenics LLC (“Americas Styrenics”) equity increased to $3.9 million from equity losses of $4.2 million in 2010. Sumika Polycarbonate Limited (“Sumika Styron”) equity earnings were $0.6 million for the three months ended March 31, 2011 compared to earnings of $1.1 million in 2010.

Interest Expense.    Net interest expense was $26.3 million for the three months ended March 31, 2011 primarily reflecting interest incurred in connection with our Senior Secured Credit Facility of $23.1 million, approximately $0.7 million in interest relating to our $75.0 million Seller Note with Dow, and $1.5 million relating to our accounts receivable securitization. There was no interest expense for the Predecessor period of 2010 as debt was not allocated to the Styron business.

Loss on Extinguishment of Long-Term Debt.    Loss on extinguishment of debt was $55.7 million for the three months ended March 31, 2011 related to the February 2, 2011 amendment of our Senior Secured Credit Facility and the related extinguishment of $749.0 million of our Term Loan. The loss on extinguishment of debt is comprised of $7.5 million in fees paid to the

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lenders, $0.2 million in third-party fees associated with the modified Term Loan, and the remainder attributable to the write-off of existing unamortized debt issuance costs and original issue discount attributed to the $749.0 million in Term Loans extinguished, totaling $34.0 million and $14.0 million, respectively.

Other Income (Expense).    Other expense for the three months ended March 31, 2011 was $5.4 million compared to other expense of $0.2 million for the three months ended March 31, 2010. Other expense for the three months ended March 31, 2011 consisted primarily of losses related to foreign exchange transaction losses of $6.7 million offset by other income of approximately $1.3 million.

Provision for Income Taxes.    Provision for income taxes for the three months ended March 31, 2011 and 2010 totaled $11.9 million and $34.9 million, respectively. The effective tax rate for the three months ended March 31, 2011 was 460.4% compared to 41.8% in 2010. The $23.0 million decrease in our income tax provision is primarily the result of the decrease in our income before income taxes of $81.0 million to $2.6 million for the three months ended March 31, 2011 from $83.6 million for the three months ended March 31, 2010. Partially offsetting this decrease, is the income tax effect of approximately $11.1 million pertaining to non-deductible expenses associated with our refinancing and related distribution.

Selected Segment Information

We operate four segments under two principal business units. Our Emulsion Polymers business unit, comprised of our SB Latex segment and our Synthetic Rubber segment, primarily produces styrene-butadiene latex and synthetic rubber. Our Plastics business unit, comprised of our Styrenics segment and our Engineered Polymers segment, primarily produces polystyrene, ABS, PC and PC blends.

We manage our SB Latex, Synthetic Rubber, Styrenics and Engineered Polymers businesses separately and report their results of operations as four segments.

The following table presents net sales by segment and segment EBITDA for the following periods (in millions):

	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Net Sales(1)
SB Latex	$	327.2		$	430.5
Synthetic Rubber		125.4			183.1
Styrenics		402.0			612.8
Engineered Polymers		217.0			311.2
Corporate Unallocated(2)		—			—
Total	$	1,071.6		$	1,537.6
Segment EBITDA(3)
SB Latex	$	40.1		$	31.8
Synthetic Rubber		29.4			46.4
Styrenics		9.8			78.2
Engineered Polymers		39.1			15.7
Corporate Unallocated(2)		(8.5	)		(114.7	)
Total	$	109.9		$	57.4

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	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Net Sales(1)
SB Latex		30.5	%		28.0	%
Synthetic Rubber		11.7	%		11.9	%
Styrenics		37.5	%		39.9	%
Engineered Polymers		20.3	%		20.2	%
Corporate Unallocated(2)		0.0	%		0.0	%
Total		100.0	%		100.0	%
Segment EBITDA(3)
SB Latex		12.3	%		7.4	%
Synthetic Rubber		23.4	%		25.3	%
Styrenics		2.4	%		12.8	%
Engineered Polymers		18.0	%		5.0	%
Corporate Unallocated(2)		(0.8	)%		(7.5	)%
Total		10.3	%		3.7	%

Certain amounts may not add to totals due to the effect of rounding

(1) Intersegment sales have been eliminated.

(2) Corporate unallocated includes corporate overhead, interest expense net, acquisition-related expenses, cost reduction initiatives, goodwill impairment charges, loss on extinguishment of debt, and certain other items that the Company believes do not reflect its core operating performance. Percentages for corporate are based on total net sales.

(3) We refer to EBITDA in making operating decisions because we believe it provides meaningful supplemental information regarding the Company’s operational performance. We present EBITDA because we believe that it is useful for investors to analyze disclosures of our operating results on the same basis as that used by our management. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis because it removes the impact of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure. See reconciliation of EBITDA to net income (loss) below (in millions):

	January 1, 2010 through March 31, 2010		January 1, 2011 through March 31, 2011
EBITDA	$	109.9	$	57.4
Interest expense, net		—		26.3
Income taxes		34.9		11.9
Depreciation and amortization		26.3		28.5
Net income (loss)	$	48.7	$	(9.3	)

There are limitations to using financial measures such as EBITDA. Other companies in our industry may define EBITDA differently than we do. As a result, it may be difficult to use EBITDA or similarly named financial measures that other companies may use to compare the performance of those companies to our performance. The Company compensates for these limitations by providing reconciliations of our EBITDA results to our Net Income (Loss), which is determined in accordance with U.S. GAAP and included in our audited financial statements.

SB Latex Segment

We are a global leader in SB latex, holding a strong market position across the geographies and applications in which we participate, including leading market positions in North America, Europe and Asia. We produce SB latex primarily for coated paper and packaging board, carpet and artificial turf backings as well as a number of performance latex applications. We believe

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our competitive differentiation is driven by our unique formulations and innovative technology. We have two pilot coating facilities in the U.S. and Europe that are used to develop new products in close collaboration with our customers. We believe our formulation expertise, pilot coating facilities and long track record of serving the largest paper mills contributes to our high win rates with new mills. Our growth prospects in SB latex are enhanced by our strong position in China, where we recently announced a major latex capacity expansion at our Zhangjiagang facility that we expect to come on-line in 2012.

Three Months Ending March 31, 2011 Compared to the Three Months Ending March 31, 2010

Net sales for the three months ending March 31, 2011 increased by $103.3 million, or 31.6% to $430.5 million from $327.2 million during the three months ending March 31, 2010. Of the 31.6% increase in net sales, volume had a favorable impact of 14.6% due to the continued recovery of the global economy and share increases with certain customers. Selling price increases, which were partially offset by decreases in the value of the US dollar as compared to the Euro, had an overall favorable impact on net sales of 17.0%. These increases related to the contractual pass-through of higher raw material input costs and a shift in our sales mix to higher priced SB latex.

EBITDA for the three months ending March 31, 2011 decreased by $8.3 million, or 20.7%, to $31.8 million from $40.1 million during the three months ending March 31, 2010. This decline was driven by raw material input cost increases that outpaced our ability to recover those increases from our customers that are not under contract and subject to pass-through pricing.

Synthetic Rubber Segment

We are a significant producer of styrene-butadiene and polybutadiene-based rubber products and we have the leading European market position in SSBR. We have very broad synthetic rubber technology and product portfolios in the industry, focusing on specialty products, such as SSBR and Li-PBR, while also producing core products, such as ESBR and Ni-PBR. Our Synthetic Rubber products are extensively used in tires, with additional applications in polymer modification and technical rubber goods. We believe our growth prospects in our Synthetic Rubber segment are enhanced by increasing demand for high-performance tires, resulting from European regulatory reforms that are aimed at improving fuel efficiency. Our expectation is that increasing fuel efficiency standards globally will drive significant demand growth for our SSBR technology. We recently announced a 50 kMT capacity expansion at our Schkopau, Germany facility that we expect to come on-line in 2012.

Three Months Ending March 31, 2011 Compared to the Three Months Ending March 31, 2010

Net sales for the three months ending March 31, 2011 increased by $57.7 million, or 46.0%, to $183.1 million from $125.4 million for the three months ending March 31, 2010. Of the 46.0% increase in net sales, volume had a favorable impact of 12.1% due to improvement in the automotive sector and a shortage of natural rubber products in Asia. Selling price increases, which were partially offset by decreases in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 33.9% due to a shift in our sales mix to higher priced SSBR product.

EBITDA for the three months ending March 31, 2011 increased by $17.0 million, or 57.8%, to $46.4 million from $29.4 million for the three months ending March 31, 2010. This increase was driven by higher volumes and a shift in our mix to higher margin SSBR product.

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Styrenics Segment

Our Styrenics segment includes polystyrene, ABS, SAN, and EPS products, as well as our internal production and sourcing of styrene monomer, a raw material common in SB latex, synthetic rubber and styrenics products. We are a leading producer of polystyrene and mass ABS (“mABS”). We focus our marketing efforts on applications such as appliances and consumer electronics where our products offer superior properties, such as rigidity, insulation and colorability, and, in some cases, an improved environmental footprint versus general purpose polystyrene or emulsion ABS. The Styrenics segment also serves the packaging and construction end-use markets.

We believe our growth prospects in Styrenics are enhanced by recent trends of industry capacity reduction and consolidation. We believe our growth prospects are further enhanced by our established manufacturing footprint in high economic growth regions such as China and Latin America and our focus on attractive end markets where improving living standards drive demand for appliances and consumer electronics.

Three Months Ending March 31, 2011 Compared to the Three Months Ending March 31, 2010

Net sales for the three months ending March 31, 2011 increased by $210.8 million, or 52.4%, to $612.8 million from $402.0 million for the three months ending March 31, 2010. Of the 52.4% increase in net sales, volume had a favorable impact of 14.4% due to improvements in the global economy and our customer end markets. Selling price increases, which were partially offset by decreases in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 38.0% due to higher raw material input costs.

EBITDA for the three months ending March 31, 2011 increased by $68.4 million, or 698.0% to $78.2 million from $9.8 million for the three months ending March 31, 2010. This improvement was primarily attributable to margin expansion due to improved pricing.

Engineered Polymers Segment

Our Engineered Polymers products are predominantly used in automotive, consumer electronics, and construction and sheet end markets, where we believe there will be a strong market recovery. We are focused on differentiated products, which we believe enhances our growth prospects in this segment. We believe approximately 45% of our polycarbonate products and approximately 70% of our compounds and blends products are differentiated, based on their physical properties, performance or aesthetic advantages.

Our history of innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end markets. We have established a strong market presence in the global automotive and electronics sector, targeting both component suppliers and final product manufacturers. Our Engineered Polymers segment also compounds and blends our PC and mABS plastics into differentiated products within these sectors.

Three Months Ending March 31, 2011 Compared to the Three Months Ending March 31, 2010

Net sales for three months ending March 31, 2011 increased by $94.2 million, or 43.4%, to $311.2 million from $217.0 million for the three months ending March 31, 2010. Of the 43.4% increase in net sales, volume had a favorable impact of 29.1% as end markets and geographies

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showed signs of economic recovery, particularly in the automotive end-use sector. Selling price increases, which were partially offset by decreases in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 14.3% as a result of higher raw material input costs, primarily bisphenol-A.

EBITDA for three months ending March 31, 2011 decreased by $23.4 million, or 59.8%, to $15.7 million from $39.1 million for the three months ending March 31, 2010. This decline was primarily driven by raw material input cost increases that outpaced our ability to recover those increases via pricing actions.

Results of Operations for the Aggregated Year Ended December 31, 2010 and the Years Ended December 31, 2009 and 2008

The tables below set forth our historical results of operations and as a percentage of net sales for the periods indicated. Due to the Acquisition, the financial data for the Successor period are not comparable to that of the Predecessor periods presented in the accompanying table. For periods prior to the Acquisition, our combined financial statements were prepared on a carve-out basis from Dow. The carve-out combined financial statements include allocations of certain Dow corporate costs. In the Successor period we no longer incur these charges, but do incur certain expenses as a stand-alone company for the same functions, including for certain support services provided by Dow under transition services agreements. See Note S to the audited December 31, 2010 financial statements included in this prospectus. The allocations in Predecessor periods were based upon various assumptions and estimates and actual results may differ from these allocations, assumptions and estimates. Accordingly, the Predecessor financial statements are not necessarily representative of our financial position, results of operations or cash flows had we operated on a standalone basis (in millions):

	Predecessor									Successor			Aggregated
	Year Ended December 31,						January 1 through June 16,			June 17 through December 31,			Year Ended December 31,
	2008			2009			2010			2010			2010
Net sales	$	5,184.6		$	3,450.1		$	2,090.1		$	2,876.9		$	4,967.0
Cost of sales		4,928.4			3,148.8			1,895.9			2,661.7			4,557.6
Gross profit		256.2			301.3			194.2			215.2			409.4
Selling, general and administrative expenses		175.6			142.5			64.6			124.6			189.2
Acquisition-related expenses		—			—			—			56.5			56.5
Equity in earnings (losses) of unconsolidated affiliates		(3.6	)		(5.6	)		4.5			12.6			17.1
Goodwill impairment losses		31.1			—			—			—			—
Restructuring		42.0			—			—			—			—
Operating income		3.9			153.2			134.1			46.7			180.8
Interest expense, net		—			—			—			47.9			47.9
Other income (expense)		(0.3	)		0.6			(7.6	)		2.3			(5.3	)
Income before taxes		3.6			153.8			126.5			1.1			127.6
Provision for income taxes		131.0			90.0			53.0			17.9			70.9
Net income (loss)	$	(127.4	)	$	63.8		$	73.5		$	(16.8	)	$	56.7

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	Predecessor									Successor			Aggregated
	Year Ended December 31,						January 1 through June 16,			June 17 through December 31,			Year Ended December 31,
	2008			2009			2010			2010			2010
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		95.1			91.3			90.7			92.5			91.8
Gross profit		4.9			8.7			9.3			7.5			8.2
Selling, general and administrative expenses		3.4			4.1			3.1			4.3			3.8
Acquisition-related expenses		—			—			—			2.0			1.1
Equity in earnings (losses) of unconsolidated affiliates		(0.1	)		(0.2	)		0.2			0.4			0.3
Goodwill impairment losses		0.6			—			—			—			—
Restructuring		0.8			—			—			—			—
Operating income		0.1			4.4			6.4			1.6			3.6
Interest expense, net		—			—			—			1.7			1.0
Other income (expense)		—			—			(0.4	)		0.1			(0.1	)
Income before taxes		0.1			4.5			6.1			—			2.5
Provision for income taxes		2.5			2.6			2.5			0.6			1.4
Net income (loss)		(2.5	)%		1.8	%		3.5	%		(0.6	)%		1.1	%

Certain amounts may not add to totals due to the effect of rounding

Aggregated Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009

Net Sales.    Net sales for 2010 increased by $1,516.9 million, or 44.0%, to $4,967.0 million from $3,450.1 million in 2009. Net sales increased by 19.4% largely due to increased volumes across all of our segments. Selling price increases, which were partially offset by an increase in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 24.6% and were driven by increases in key raw material input costs. Our businesses recover much of these costs either through negotiation with end customers or via contractual pass-through pricing mechanisms.

Cost of Sales.    Cost of sales for 2010 increased by $1,408.8 million, or 44.7%, to $4,557.6 million from $3,148.8 million in 2009. Of the 44.7% increase in cost of sales, 19.3% is attributable to higher volumes and 24.2% is attributable to higher pricing associated with our raw material costs. The remaining increase was primarily attributable to a $38.0 million charge related to inventory sold that was recorded at fair value as part of acquisition accounting.

Gross Profit.    Gross profit for 2010 increased by $108.1 million, or 35.9%, to $409.4 million from $301.3 million in 2009. The increase was primarily attributable to an increase in sales volumes in all of our segments, coupled with price increases. The primary reasons for the decline in gross profit as a percentage of sales were a $38.0 million charge related to inventory sold that was recorded at fair value as part of acquisition accounting and raw material input cost increases resulting in part from the Dow supply agreements entered into in conjunction with the Acquisition. See “Business—Our Relationship with Dow.”

Selling, General and Administrative Expenses.    SG&A expense for 2010 increased to $189.2 million from $142.5 million in 2009. Of the $46.7 million increase in expense, $30.9 million consists of external legal and consultant costs related to the evaluation of strategic initiatives and our initial financial closes as a stand-alone entity. We also incurred an additional $13.4 million related to stock-based compensation expense compared to 2009. SG&A as a percentage of sales was 3.8% for 2010 compared to 4.1% for 2009.

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Acquisition-Related Expenses.    Acquisition-related expenses of $56.5 million for 2010 related to transaction costs incurred as a result of the Acquisition. The transaction costs consisted primarily of investment banking, buy-side due diligence and legal fees.

Equity in Earnings (losses) of Unconsolidated Affiliates.    Equity in earnings of unconsolidated affiliates for 2010 was $17.1 million compared to a net loss of $5.6 million for 2009. Americas Styrenics equity earnings increased to $14.7 million compared to a loss of $10.0 million in 2009. Sumika Styron equity earnings decreased to $2.4 million compared to $4.4 million in 2009.

Interest Expense, Net.    Net interest expense was $47.9 million for 2010 primarily reflecting interest incurred in connection with our Senior Secured Credit Facility of $41.3 million, including amortization of debt issuance costs and debt discounts, approximately $3.8 million in interest relating to our $75.0 million Seller Note with Dow, and $1.8 million relating to our accounts receivable securitization. There was no interest expense for the Predecessor periods of 2009 and 2010 as debt was not allocated to the Styron business.

Provision for Income Taxes.    Provision for income taxes for 2010 and 2009 totaled $70.9 million and $90.0 million, respectively. The effective tax rate for 2010 was 55.5% compared to 58.4% in 2009. In the Successor period June 17, 2010 through December 31, 2010, our income tax provision was reduced by $21.8 million as result of a greater proportion of pre-tax earnings attributable to non-U.S. jurisdictions where the statutory income tax rate is lower than the United States statutory rate. Although, income before income taxes subject to tax in jurisdictions outside of the United States amounted to only $16.7 million in total, certain jurisdictions with statutory tax rates significantly lower than the United States statutory rate generated income before taxes of approximately $86 million. Additionally, $38.0 million of valuation allowances were recorded in 2009 as compared to $11.7 million in 2010, primarily resulting from cumulative losses in Taiwan, Switzerland, and Finland, which unfavorably impacted the 2009 effective tax rate. Lastly, in the Successor period, we are incorporated in Luxembourg and we are not subject to repatriation of earnings in the United States, therefore, we have not incurred the incremental U.S. federal income taxes which were subject to the tax provision in 2009.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Net Sales.    Net sales for 2009 decreased by $1,734.5 million, or 33.5%, to $3,450.1 million from $5,184.6 million in 2008. Net sales decreased by 9.6% due to a decrease in volumes mainly due to the impact of the global recession, which hit the automotive, construction, and consumer electronics sectors particularly hard. Selling price decreases, which included a currency impact of a decline in the U.S. dollar as compared to the Euro, had an overall unfavorable impact on net sales of 23.9%, was driven by declines in key raw material input costs. Our businesses recover a large portion of raw material costs through negotiation with the end customer or via contractual pass-through pricing mechanisms.

Cost of Sales.    Cost of sales for 2009 decreased by $1,779.6 million or 36.1% to $3,148.8 million from $4,928.4 million in 2008. Of the 36.1% decrease in cost of sales, 9.3% is attributable to lower volumes and 26.8% is attributable to lower input pricing associated with our raw material costs, efficiency improvements, and fixed cost savings resulting from seven plant closures completed in 2008 and 2009.

Gross Profit.    Gross profit for 2009 increased by $45.1 million, or 17.6%, to $301.3 million from $256.2 million in 2008. The increase was mainly attributable to efficiency improvements

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and fixed costs savings realized as a result of seven plant closures in 2008 and 2009, which also led to an improvement of gross profit as a percentage of sales from 4.9% in 2008 to 8.7% in 2009. This impact was partially offset by higher turnaround expenses due to a plant turnaround in the third quarter of 2009, higher fixed costs associated with the addition of a new SSBR production line in the Synthetic Rubber segment and lower volumes due to the global recession.

Selling, General and Administrative expenses.    SG&A expense decreased in 2009 to $142.5 million compared to $175.6 million in 2008. The decrease of $33.1 million in 2009 was primarily due to a decrease in allocated Dow related corporate overhead. SG&A as a percentage of sales was 4.1% for 2009 compared to 3.4% in 2008.

Equity in Losses of Unconsolidated Affiliates.    Equity in losses of unconsolidated affiliates for 2009 was $5.6 million, or 0.2% of net sales, compared to $3.6 million, or 0.1% of net sales, for 2008. Americas Styrenics’ equity losses increased to $10.0 million compared to $8.7 million in 2008. Sumika Styron’s equity earnings decreased to $4.4 million compared to $5.1 million in 2008.

Goodwill Impairment Losses.    During the fourth quarter of 2008, an annual impairment assessment for goodwill was performed. As a result, it was determined that the goodwill associated with the Engineered Polymers segment was impaired due to the downturn in the automotive industry throughout 2008 and the projections for the business at that time. As a result, an impairment loss of $31.1 million was recognized in the fourth quarter of 2008.

Restructuring.    Due to the severe economic downturn, on December 5, 2008, Dow’s Board of Directors approved a restructuring plan that included the shut down of a number of facilities, including styrene and styrene derivatives manufacturing facilities principally in Pittsburg, California; Terneuzen, The Netherlands; King’s Lynn, England; Varennes, Canada; and Bilbao, Spain. As a result of the plan, the Company recorded a $28.0 million impairment during the fourth quarter of 2008 relating to the net book value of the related buildings, machinery and equipment and a $14.0 million severance charge related to the separation of 104 employees under Dow’s ongoing benefit arrangements. The facilities were shut down by the third quarter of 2009. At December 31, 2009, all severance relating to the plan had been paid.

Provision for Income Taxes.    Provision for income taxes for 2009 and 2008 totaled $90.0 million and $131.0 million, respectively. The effective tax rate for 2009 was 58.4% compared to 3,638.9% in 2008. The tax rate for 2008 was negatively impacted by losses in jurisdictions with lower tax rates relative to statutory rates on earnings in the United States. In 2008, although we had $131.1 million in losses before income taxes subject to taxation in jurisdictions outside the United States, several non-U.S. jurisdictions, including primarily Switzerland and Taiwan, contributed a greater proportion of our loss before taxes where the non-U.S. income tax rate was significantly lower than the United States statutory rate. As a result, the Company recognized $83.0 million in reduced income benefits than would have been recognized if the losses were subject to higher United States income tax rates. Our income tax provision was further impacted negatively by $31.1 million in goodwill impairment losses that are not deductible for tax purposes and valuation allowances of $46.0 million related to tax loss carry-forwards that were determined to not likely to be utilized.

Partially offsetting the decrease in the rates from 2008 as compared to 2009 was the impact of a $38.0 million increase in the valuation allowance in 2009 relating to Taiwan, Switzerland, and Finland.

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Selected Segment Information

The following tables present net sales by segment and segment EBITDA and as a percentage of total net sales and net sales by segment, respectively, for the following periods:

	Predecessor									Successor			Aggregated
	Year Ended December 31,						January 1 through June 16,			June 17 through December 31,			Year Ended December 31,
(in millions)	2008			2009			2010			2010			2010
Net Sales(1)
SB Latex	$	1,711.5		$	1,026.8		$	638.3		$	860.3		$	1,498.6
Synthetic Rubber		426.8			336.1			220.9			298.8			519.7
Styrenics		2,051.5			1,353.4			783.0			1,123.5			1,906.5
Engineered Polymers		991.6			733.8			447.5			594.3			1,041.8
Corporate unallocated(2)		3.2			—			0.4			—			0.4
Total	$	5,184.6		$	3,450.1		$	2,090.1		$	2,876.9		$	4,967.0
Segment EBITDA(3)
SB Latex	$	115.9		$	115.3		$	85.7		$	65.9		$	151.7
Synthetic Rubber		36.6			28.0			31.0			51.3			82.3
Styrenics		(46.9	)		38.2			21.3			58.3			79.5
Engineered Polymers		6.8			90.4			71.2			45.0			116.2
Corporate unallocated(2)		(23.9	)		(19.0	)		(34.3	)		(110.4	)		(144.7	)
Total	$	88.5		$	252.9		$	174.9		$	110.1		$	285.0
Net Sales(1)
SB Latex		33.0	%		29.8	%		30.5	%		29.9	%		30.2	%
Synthetic Rubber		8.2			9.7			10.6			10.4			10.5
Styrenics		39.6			39.2			37.5			39.1			38.4
Engineered Polymers		19.1			21.3			21.4			20.7			21.0
Corporate unallocated(2)		0.1			—			—			—			—
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Segment EBITDA(3)
SB Latex		6.8	%		11.2	%		13.4	%		7.7	%		10.1	%
Synthetic Rubber		8.6			8.3			14.0			17.2			15.8
Styrenics		(2.3	)		2.8			2.7			5.2			4.2
Engineered Polymers		0.7			12.3			15.9			7.6			11.2
Corporate unallocated(2)		(0.5	)		(0.6	)		(1.6	)		(3.8	)		(2.9	)
Total		1.7	%		7.3	%		8.4	%		3.8	%		5.7	%

Certain amounts may not add to totals due to the effect of rounding

(1) Intersegment sales have been eliminated.

(2) Corporate unallocated includes corporate overhead, interest expense net, acquisition-related expenses, cost reduction initiatives, goodwill impairment charges, and certain other items that the Company believes do not reflect its core operating performance. Percentages for corporate are based on total sales.

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(3) We refer to EBITDA in making operating decisions because we believe it provides meaningful supplemental information regarding the Company’s operational performance. We present EBITDA because we believe that it is useful for investors to analyze disclosures of our operating results on the same basis as that used by our management. We believe the use of EBITDA as a metric assists our board of directors, management and investors in comparing our operating performance on a consistent basis because it removes the impact of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure. See reconciliation of EBITDA to net income (loss) below (in millions):

	Predecessor							Successor
	Year Ended December 31,					January 1, 2010 through June 16,		June 17, 2010 through December 31,
	2008			2009		2010		2010
EBITDA	$	88.5		$	252.9	$	174.9	$	110.1
Interest expense, net		—			—		—		47.9
Income tax provision		131.0			90.0		53.0		17.9
Depreciation and amortization		84.9			99.1		48.4		61.1
Net income (loss)	$	(127.4	)	$	63.8	$	73.5	$	(16.8	)

There are limitations to using financial measures such as EBITDA. Other companies in our industry may define EBITDA differently than we do. As a result, it may be difficult to use EBITDA, or similarly-named financial measures that other companies may use, to compare the performance of those companies to our performance. The company compensates for these limitations by providing reconciliations of our EBITDA results to our net income (loss), which is determined in accordance with U.S. GAAP and included in our audited financial statements.

SB Latex Segment

Aggregated Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009

Net sales for 2010 increased by $471.8 million, or 45.9%, to $1,498.6 million from $1,026.8 million for 2009. Net sales increased by 23.3% due to increased volumes due to the recovery of the global economy and share increases with certain customers. Selling price increases, which were partially offset by an increase in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 22.6% were driven by contractual pass-through of higher raw material input costs for a portion of revenue in 2010 and a shift in our sales mix to higher priced SB latex.

EBITDA for 2010 increased by $36.4 million, or 31.6%, to $151.7 million from $115.3 million in 2009. This improvement was primarily attributable to higher sales volumes. The decline in EBITDA as a percentage of sales was primarily due to higher raw material input costs and a $6.5 million charge related to inventory sold that was recorded at fair value as part of acquisition accounting, partially offset by a continued mix shift to higher grades of latex.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Net sales for 2009 decreased by $684.7 million, or 40.0%, to $1,026.8 million from $1,711.5 million for 2008. Net sales declined by 17.8% due to a decrease in volumes driven by the global recession and the loss of market share with certain customers following a price increase in 2008. Selling price decreases, which included a currency impact of a decline in the U.S. dollar as compared to the Euro, had an overall unfavorable impact on net sales of 22.2%, due to lower raw material input costs.

EBITDA for 2009 decreased by $0.6 million, or 0.5%, to $115.3 million from $115.9 million for 2008. This decline was primarily attributable to lower 2009 volumes offset by the full year

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impact of lower utilities, freight and other fixed costs in 2009 related to the shutdown of two European facilities and the idling of another facility in China that occurred in 2008. In connection with these facility shut-downs we took an $11.0 million restructuring charge in the fourth quarter of 2008 which did not recur in 2009. Additionally, price increases in the second half of 2008 temporarily delivered higher margins before the loss of market share occurred.

Synthetic Rubber Segment

Aggregated Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009

Net sales for 2010 increased by $183.6 million, or 54.6%, to $519.7 million from $336.1 million in 2009. Net sales increased by 15.8% driven by increased volumes due to improvement in the automotive end-use sector, market share increases, and the full year sales impact of the new SSBR production line that came online in March 2009. The improvement in volumes was partially offset by the impact of a fire in 2010 at our Schkopau, Germany production facility. Selling price increases, which were partially offset by an increase in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 38.8% due to the contractual pass-through of higher raw material input costs and the shift in mix to SSBR.

EBITDA for 2010 increased by $54.3 million, or 193.9%, to $82.3 million from $28.0 million for 2009. These increases were primarily attributable to higher volumes, a shift in mix of SSBR products, which are higher margin than other products, and improved pricing in a short supply market. These improvements were partially offset by a $2.9 million charge related to inventory sold that was recorded at fair value as part of acquisition accounting.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Net sales for 2009 decreased by $90.7 million, or 21.3%, to $336.1 million from $426.8 million for 2008. Net sales decreased by 1.3% due to lower volumes driven by declining demand in the automotive end-use sector. Selling price decreases, which included a currency impact of a decline in the U.S. dollar as compared to the Euro, had an overall unfavorable impact on net sales of 20.0%, due to decreased demand, contractual pass-through to customers of lower raw material input costs, primarily in butadiene in the first half of 2009, and the impact of a higher proportion of sales of core ESBR product, which have lower price points as compared to SSBR.

EBITDA for 2009 decreased by $8.6 million, or 23.5%, to $28.0 million from $36.6 million in 2008. This decline was largely attributable to increased fixed costs due to the new SSBR production line brought on-line in March 2009, higher maintenance and repair expense associated with a plant turnaround in the third quarter of 2009, and an overall shift in the product mix.

Styrenics Segment

Aggregated Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009

Net sales for 2010 increased by $553.1 million, or 40.9%, to $1,906.5 million from $1,353.4 million in 2009. Net sales increased by 14.4% driven by an increase in volumes primarily due to improvements in the global economy and our customer end markets. Selling price increases, which were partially offset by an increase in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 26.5% and were driven by our ability to pass on higher raw material input costs through higher prices.

EBITDA for 2010 increased by $41.3 million, or 108.1%, to $79.5 million from $38.2 million in 2009. This improvement was primarily attributable to improved volumes due to increased

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demand. Improvement in EBITDA as a percentage of net sales in 2010 was due to our ability to pass on increases in our raw material costs in our selling prices. These increases were partially offset by an $20.3 million charge related to inventory sold that was recorded at fair value as part of acquisition accounting.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Net sales for 2009 decreased by $698.1 million, or 34.0%, to $1,353.4 million from $2,051.5 million in 2008. Net sales declined by 4.5% due to a decrease in volumes primarily in the construction and consumer electronics markets. Selling price decreases, which included a currency impact of a decline in the U.S. dollar as compared to the Euro, had an overall unfavorable impact on net sales of 29.5%, driven by lower raw material input costs, as selling prices generally follow changes in the market prices of three primary raw materials, benzene, ethylene, and styrene monomer, and 2008 revenue included a mABS production licensing fee of $21.0 million in Asia that did not recur in 2009.

EBITDA for 2009 increased by $85.1 million, or 181.4%, to $38.2 million from an EBITDA loss of $46.9 million for 2008. The improvement was primarily attributable to the full year impact of fixed cost savings in 2009 from the closure of two European manufacturing facilities and idling one facility in China, and the related $17.0 million restructuring charge associated with the closures, which did not recur in 2009. These savings were partially offset by higher turnaround costs in 2009 at our Boehlen, Germany facility and lower volumes during the period.

Engineered Polymers Segment

Aggregated Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009

Net sales for 2010 increased by $308.0 million, or 42.0%, to $1,041.8 million from $733.8 million in 2009. Net sales increased by 30.8% due to increased volumes as end markets and geographies showed signs of economic recovery, particularly in the automotive end-use sector. Selling price increases, which were partially offset by an increase in the value of the U.S. dollar as compared to the Euro, had an overall favorable impact on net sales of 11.2% as a result of higher raw material input costs, primarily BPA.

EBITDA for 2010 increased by $25.8 million, or 28.5%, to $116.2 million from $90.4 million in 2009. This increase was primarily driven by improved sales volume, offset by higher raw material input costs due to the timing delay between increases in our raw material input costs and increases in our selling prices, a $8.3 million charge related to inventory sold that was recorded at fair value as part of acquisition accounting, and income from a 2009 royalty payment related to our Asian PC business that did not recur in 2010.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Net sales for 2009 decreased by $257.8 million, or 26.0%, to $733.8 million from $991.6 million in 2008. Net sales decreased by 17.0% due to a decline in volumes as a result of the global recession, which negatively impacted automotive and construction demand, two key end markets for Engineered Polymers. Selling price decreases, which included a currency impact of a decline in the U.S. dollar as compared to the Euro, had an overall unfavorable impact on net sales of 9.0%, driven by lack of demand coupled with decreased raw material input costs, as selling prices generally follow changes in market prices of key raw materials.

EBITDA for 2009 increased by $83.6 million, to $90.4 million from $6.8 million in 2008. This improvement was primarily attributable to the full year impact of fixed cost savings resulting

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from the closure of one of our Freeport facilities during 2008, and a royalty payment related to our Asian PC business received in 2009. Additionally, in 2008 we incurred a $31.1 million goodwill impairment charge charged within our Engineered Polymers segment and an inventory write-down recorded as a result of falling raw material prices. These impacts were partially offset by lower sales volumes.

Liquidity and Capital Resources

Cash Flows

Three Months Ended March 31, 2011 Compared to March 31, 2010

The table below summarizes our primary sources and uses of cash for the Successor period for the three months ended March 31, 2011 and the Predecessor period for the three months ended March 31, 2010.

	Predecessor			Successor
(in millions)	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Net Cash Provided By/(Used In):
Operating Activities:
Net income (loss)	$	48.7		$	(9.3	)
Depreciation and amortization		26.3			28.5
Deferred income taxes		(15.0	)		(2.3	)
Loss on extinguishment of Long-term debt		—			55.7
Other non-cash items		11.0			4.6
Net income (loss) adjusted for non-cash items		71.0			77.2
Changes in operating assets and liabilities		(260.9	)		(91.4	)
Operating activities		(189.9	)		(14.2	)
Investing activities		(1.4	)		(6.2	)
Financing activities		191.3			3.5
Effect of exchange rate changes on cash		—			2.8
Net increase (decrease) in cash and cash equivalents	$	—		$	(14.1	)

Operating Activities

Net cash used in operating activities during the three months ending March 31, 2011 totaled $14.2 million, with net cash used in operating assets and liabilities totaling $91.4 million. The most significant components of the change of $91.4 million were an increase in inventory of $31.8 million and an increase in accounts receivable of $95.9 million offset by an increase of $31.8 million in accounts payable, which relate to the increases in the cost of raw materials.

Net cash used in operating activities during three months ending March 31, 2010 totaled $189.9 million, with net cash used in operating assets and liabilities totaling $260.9 million. The most significant components of the change for the Predecessor period of 2010 of $260.9 million were an increase in inventory of $71.5 million, an increase in accounts receivable of $195.2 million offset by an increase in accounts payable of $11.8 million, which relate to the increases in the costs of raw materials.

Investing Activities

Net cash used in investing activities during the three months ending March 31, 2011 totaled $6.2 million consisting of capital expenditures of $6.9 million, and a decrease in restricted cash

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of $6.3 million offset by a receipt of a dividend payment relating to an unconsolidated affiliate of $7.2 million. The three months ending March 31, 2010 consisted of $1.4 million relating to capital expenditures.

Financing Activities

Net cash provided by financing activities during the three months ending March 31, 2011 totaled $3.5 million, consisting primarily of $1,388.5 million in borrowings relating to the revised borrowings under the Term Loan, net of deferred financing fees and $240.0 million of gross proceeds from our revolver. These increases were offset by the $1,155.5 million in payments including $75.0 million of debt associated with our Seller Note, $780.0 million relating to our Term Loan repayment and $295.0 million in payments on our revolver. Additionally, we paid a distribution to our shareholders of $471.5 million.

Net cash provided by financing activities consisted of cash transfers from Dow of $191.3 million during the Predecessor period ended March 31, 2010.

Successor Period Ended December 31, 2010 Compared to the Predecessor Period Ended June 16, 2010 and the Years Ended December 31, 2009 and 2008

The table below summarizes our primary sources and uses of cash for the Successor period from June 17, 2010 through December 31, 2010 and the Predecessor periods from January 1, 2010 through June 16, 2010 and the years ended December 31, 2009 and 2008. We have derived the summarized cash flow information from the audited financial statements included elsewhere in this prospectus.

	Predecessor									Successor
	Year Ended December 31,						January 1 through June 16,			June 17 through December 31,
(in millions)	2008			2009			2010			2010
Net Cash Provided By (Used In):
Operating Activities:
Net income (loss)	$	(127.4	)	$	63.8		$	73.5		$	(16.8	)
Depreciation and amortization		84.9			99.1			48.4			61.1
Deferred income taxes		(29.1	)		(9.8	)		(24.2	)		(23.2	)
Fair value of inventory step up		—			—			—			38.0
Goodwill impairment losses		31.1			—			—			—
Restructuring charges		40.0			—			—			—
Other non-cash items		11.1			13.7			3.3			2.7
Net income (loss) adjusted for non-cash items		10.6			166.8			101.0			61.8
Changes in operating assets and liabilities		230.0			(9.2	)		(453.6	)		(59.2	)
Operating activities		240.6			157.6			(352.6	)		2.6
Investing activities		(192.5	)		(25.0	)		(1.4	)		(1,423.9	)
Financing activities		(48.1	)		(132.6	)		417.5			1,567.4
Effect of exchange rate changes on cash		—			—			—			2.0
Net increase in cash and cash equivalents	$	—		$	—		$	63.5		$	148.1

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Operating Activities

Net cash provided by operating activities during the Successor period of 2010 totaled $2.6 million, with net cash used in operating assets and liabilities totaling $59.2 million. The most significant components of the change for the Successor period of 2010 of $59.2 million were an increase in inventory of $77.6 million and an increase in accounts receivable of $99.7 million, offset by an increase of $97.1 million in accounts payable and a $23.4 million increase in income taxes payable. These changes were primarily a result of an increase in sales in the second half of 2010 driven by increases in raw material prices and correlating increases in pricing to our customers. Additionally, $56.5 million was used to fund acquisition-related expenses.

Net cash used in operating activities during the Predecessor period of 2010 totaled $352.6 million, with net cash used in operating assets and liabilities totaling $453.6 million. The most significant components of the change for the Predecessor period of 2010 of $453.6 million were an increase in inventory of $84.7 million and an increase in accounts receivable of $275.9 million primarily as a result of an increase in sales driven by increases in raw material prices and a decrease in accounts payable of $67.0 million due to a planned pay-down of accounts payable in contemplation of the Acquisition.

Net cash provided by operating activities during the Predecessor period of 2009 totaled $157.6 million, with net cash used in operating assets and liabilities totaling $9.2 million. The most significant components of the change were an increase in inventory of $15.9 million offset by a decrease in accounts receivable of $10.7 million.

Net cash provided by operating activities during the Predecessor period of 2008 totaled $240.6 million, with net cash provided by changes in operating assets and liabilities totaling $230.0 million. The most significant components of the change for the Predecessor period of 2008 of $230.0 million were a decrease in inventory of $136.0 million, and a decrease in accounts receivable of $206.0 million, offset by a decrease in accounts payable of $145.0 million. The change in accounts receivable was primarily due to a significant decrease in revenues in the fourth quarter of 2008 related to decreases in raw material prices as well as a declining global economy. The decrease in inventory is consistent with the decline in accounts payable.

Investing Activities

Net cash used in investing activities for the Successor period of 2010 totaled $1,423.9 million consisting primarily of the cash payment for the Acquisition of $1,380.0 million, which is net of the $54.5 million of cash acquired, in addition to a $47.8 million payment related to the investment in the Sumika Styron joint venture and capital expenditures of $7.8 million. The Predecessor period of 2010 consisted of $1.4 million relating to capital expenditures.

Net cash used in investing activities for the Predecessor periods of 2009 and 2008 totaled $25.0 million and $192.5 million, respectively. Net cash used in investing activities during 2009 of $25.0 million was due to capital expenditures primarily related to capital projects in Schkopau, Germany. Significant expenditures in 2009 included $8.8 million related to the new SSBR production line and $4.7 million related to an emission abatement project necessary for the ESBR plant to comply with requirements under our local operating permit. The $192.5 million used during 2008 consisted of $123.5 million of expenditures relating primarily to the investments in the SSBR production line of $105.9 million as well as $5.0 million related to the pilot coater move to Horgen, Switzerland. The pilot coater move allowed us to have one pilot coating facility capable of serving global needs. The remaining cash used for investing activities

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in 2008 of $69.0 million was used for the investment in our 50% equity investment in Americas Styrenics.

In 2011, we anticipate spending approximately $100.0 million to $120.0 million on capital expenditures, which we anticipate will be funded with cash flow from operations.

Financing Activities

Net cash provided by financing activities during the Successor period of 2010 totaled $1,567.4 million, consisting primarily of borrowings of $784.0 million on the Term Loan, which was net of an original issue discount of $16.0 million, and $130.0 million, net on the Revolving Facility. In addition, we received capital contributions of $650.0 million from our parent company and net proceeds resulting from the establishment and our subsequent draw down on the accounts receivable securitization program of $83.4 million. These items were partially offset by principal payments on the term loan of $20.0 million and payments related to debt issuance costs of approximately $60.0 million.

Net cash provided by financing activities consisted of cash transfers from Dow of $417.5 million during the Predecessor period of 2010. Net cash used in financing activities consisted of cash transfers to Dow of $132.6 million and $48.1 million during the 2009 and 2008 Predecessor periods, respectively.

Indebtedness and Liquidity

March 31, 2011

Our liquidity requirements are significant due to the highly leveraged nature of our company as well as our working capital requirements. As of March 31, 2011, we had $1,558.0 million in outstanding indebtedness and $867.5 million in working capital.

Our inventory turnover ratio for the period ending March 31, 2011, which is calculated by dividing cost of sales for the period by our average inventory balances as of March 31, 2011 and December 31, 2010 was 2.4 times. Additionally, accounts receivable has remained relatively unchanged since year end. Both our inventory and accounts receivable balances have increased primarily due to pricing associated with increasing raw material costs.

The following table outlines our outstanding indebtedness as of March 31, 2011 and the associated interest expense, including amortization of debt issuance costs and debt discounts, and interest rate for such borrowings for the Successor period ended March 31, 2011.

(in millions)	Balance as of March 31, 2011		Average Interest Rate,  for Successor Period			Interest Expense, for Successor Period
Term Loan	$	1,395.6		6.7	%	$	20.0
Revolving Facility		75.0		8.0	%		3.1
Seller Note		–		9.5	%		0.7
Accounts receivable securitization		87.4		3.5	%		1.5
Total	$	1,558.0				$	25.3

December 31, 2010

As of December 31, 2010, we had $1,053.6 million in outstanding indebtedness and $749.4 million in working capital. Our inventory turnover ratio for the period ended December 31, 2010,

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which is calculated by dividing cost of sales for the year by our average inventory balances as of December 31, 2010 and December 31, 2009 was 9.9 compared to 8.8 for the prior year. The increase in overall inventory in 2010 is due primarily to increased raw materials costs as well as currency impacts primarily resulting from the strengthening of the Euro against the US dollar. Additionally, our days of sales outstanding for the same period, which is calculated as average trade accounts receivable for the years ending December 31, 2010 and December 31, 2009 divided by the total sales remains relatively unchanged. The overall increase in accounts receivable in 2010 is primarily due to increasing raw material costs, and currency impacts primarily resulting from the strengthening of the Euro against the US dollar.

The following table outlines our outstanding indebtedness as of December 31, 2010 and the associated interest expense, including amortization of debt issuance costs and debt discounts, and interest rate for such borrowings for the Successor period ended December 31, 2010.

(in millions)	Balance as of December 31, 2010		Average Interest Rate for Successor Period			Interest Expense for Successor Period
Term Loan	$	765.2		7.5	%	$	36.7
Revolving Facility		130.0		8.0	%		4.6
Seller Note		75.0		9.5	%		3.8
Accounts receivable securitization		83.4		3.5	%		1.8
Total	$	1,053.6				$	46.9

We have a Senior Secured Credit Facility under which we are the borrower and certain of our subsidiaries are guarantors. As of March 31, 2011, the Senior Secured Credit Facility included a $240.0 million Revolving Facility, of which $75.0 million was outstanding, and a $1.4 billion U.S. dollar-denominated term loan, which is recorded net of an unamortized discount of $0.9 million. As of March 31, 2011, after adjusting for outstanding letters of credit with an aggregate value of $18.7 million, we had $146.3 million of borrowing capacity available under the Revolving Facility. The outstanding letters of credit were primarily issued for various operating related activities.

As of December 31, 2010, the Senior Secured Credit Facility included a $240.0 million Revolving Facility, of which $130.0 million was outstanding, and a $780.0 million U.S. dollar-denominated term loan, which is recorded net of an unamortized discount of $14.8 million. As of December 31, 2010, after adjusting for outstanding letters of credit with an aggregate value of $18.5 million, we had $91.5 million of borrowing capacity available under the Revolving Facility. The outstanding letters of credit were primarily issued for various operating related activities.

The Senior Secured Credit Facility requires that we comply with certain affirmative and negative covenants, including restrictions with respect to payment of dividends and other distributions to stockholders, and financial covenants that include the maintenance of certain financial ratios. These ratios include both a maximum leverage ratio no greater than 3.90 to 1 and an interest coverage ratio no less than 2.25 to 1 for the most recent twelve-month period. As of March 31, 2011 and December 31, 2010, we were in compliance with all debt covenants, with a leverage ratio of 3.14 to 1 and an interest coverage ratio of 6.04 to 1 as of March 31, 2011 and a leverage ratio of 2.18 to 1 and an interest coverage ratio of 5.67 to 1 as of December 31, 2010.

On February 2, 2011, the Senior Secured Credit Facility was amended to increase the amount available under the term loan from $780.0 million to $1.6 billion. Pursuant to the amendment, we borrowed an aggregate principal amount of $1.4 billion, a portion of which was

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used to repay the existing term loan and related accrued interest and the Seller Note and related accrued interest. The borrowing rate is equal to LIBOR (subject to floors of 1.75% for the Revolving Facility and 1.5% for the Term Loan) or the U.S. prime lending rate (subject to a floor of 2.5%), plus respective applicable margin rates. The applicable margin rates are determined by the leverage ratio in effect on the first day of each interest period. Pursuant to the amendment, the applicable interest rate margin for the Term Loan was reduced from 5.75% to 4.5%. The amendment increased our maximum leverage ratio to no greater than 4.50 to 1 and maintained our interest coverage ratio at no less than 2.25 to 1 for the most recent twelve-month period.

Principal payments for the Term Loan are due in equal quarterly installments of 0.25% of the $1.4 billion aggregate principal amount. The Term Loan matures in August 2017. Principal payments under the Revolving Facility are due on the Revolving Facility maturity date of June 17, 2015. All obligations under the Term Loan and the Revolving Facility are guaranteed and collateralized by substantially all the tangible and intangible assets of the Company and its subsidiaries.

The Company incurred $26.7 million in debt issuance costs related to the amendment, of which $19.0 million were capitalized or recorded as a debt discount and amortized into interest expense using the interest method and $7.7 million was expensed as incurred. As a result of the extinguishment of the majority of the term loans, the Company recorded a loss of $55.7 million during the first quarter of 2011, which included the fees paid to extinguish the existing term loans and the write-off of unamortized debt issuance costs and original issue discount.

On June 17, 2010, we entered into the Seller Note with Dow which was effectively used to partially finance the Acquisition. The Seller Note was due in full at maturity on June 17, 2019, with interest due semi-annually in arrears starting on December 31, 2010, at a rate of 9.5% per annum. On February 3, 2011, the Company repaid the Seller Note in full and the related accrued interest of approximately $4.5 million.

In August 2010, a variable interest entity in which we are the primary beneficiary, Styron Receivable Funding Ltd. (“SRF”), executed an agreement with a bank for an accounts receivable securitization facility. The facility permits borrowings of Styron Europe GmbH (“SE”) up to a total of $160.0 million. Under the receivables facility, SE will sell its accounts receivable from time to time to SRF. In turn, SRF may sell undivided ownership interests in such receivables to commercial paper conduits in exchange for cash. We have agreed to continue servicing the receivables for SRF. Upon the sale of the interests in the accounts receivable by SRF, the conduits have a first priority perfected security interest in such receivables and, as a result, the receivables will not be available to our creditors of those of our subsidiaries. At March 31, 2011, there was $106.6 million of accounts receivable eligible to support this facility and there were $87.4 million in outstanding borrowings, which are included in short-term borrowings in the consolidated balance sheet at March 31, 2011.

In May 2011, the accounts receivable securitization facility was amended to allow for the expansion of the pool of eligible accounts receivable to include a previously excluded German subsidiary.

As of December 31, 2010, we had $91.5 million available to us under the Revolving Facility and $10.9 million available under the accounts receivable securitization. As of March 31, 2011, subsequent to the amendment of the Senior Secured Credit Facility, we had $200.0 million in term loans, $146.3 million under the Revolving Facility and $19.4 million under the accounts receivable securitization available to us.

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Capital Resources

Our sources of liquidity include cash on hand, cash flow from operations and amounts available under the Senior Secured Credit Facility and the accounts receivable securitization facility in Europe. We believe, based on our current level of operations, that these sources of liquidity will be sufficient to fund our operations, capital expenditures and debt service for at least the next twelve months.

Our ability to raise additional financing and our borrowing costs may be impacted by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by certain credit metrics such as interest coverage and leverage ratios. As of June 27, 2011, our Moody’s Investors Service’s corporate credit rating was B1 and Standard & Poor’s corporate credit rating was B+.

We cannot make assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Revolving Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Further, our highly leveraged nature may limit our ability to procure additional financing in the future.

As of March 31, 2011 and December 31, 2010, we were in compliance with all the covenants and default provisions under our credit arrangements. For more information on our indebtedness and related covenants and default provisions, refer to the notes to our audited financial statements included elsewhere in this prospectus and “Risk Factors.”

Contractual Obligations and Commercial Commitments

The following table reflects our contractual obligations as of December 31, 2010. Amounts we pay in future periods may vary from those reflected in the table (in millions):

	Payments Due by Year
Contractual Obligations at December 31, 2010	2011		2012		2013		2014		2015		2016 and Beyond		Total
Purchase commitments(1)	$	2,757.0	$	2,399.9	$	1,913.0	$	1,919.6	$	1,892.3	$	8,124.0	$	19,005.8
Indebtedness(2)		99.4		8.0		8.0		8.0		138.0		807.0		1,068.4
Interest payments on long-term debt(3)		65.2		64.2		63.6		63.0		62.4		52.4		370.8
Minimum operating lease commitments and other obligations(4)		5.6		5.7		4.9		3.9		3.0		15.2		38.3
Fees related to advisory agreement(5)		4.0		4.0		4.0		4.0		4.0		17.0		37.0
Total	$	2,931.2	$	2,481.8	$	1,993.5	$	1,998.5	$	2,099.7	$	9,015.6	$	20,520.3

(1) We have certain raw material purchase contracts where we are required to purchase certain minimum volumes at current market prices. These commitments range from 1 to 10 years. In certain raw material purchase contracts, we have the right to purchase less than required minimums and pay a liquidated damages fee, or, in case of a permanent plant shutdown, to terminate the contracts. In such cases these obligations would be less than the obligations shown in the table above.

(2) Includes amounts due under the Senior Secured Credit Facility, including outstanding Term Loan and Revolving Facility amounts, amounts due on the Seller Note and amounts outstanding on the accounts receivable securitization.

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(3) Includes estimated interest payments, based on interest rates in effect at December 31, 2010, due under the Term Loan and the Seller Note. Estimated interest payments do not include the Revolving Facility or accounts receivable securitization as amounts outstanding under these facilities vary due to periodic borrowings and repayments.

(4) Excludes certain estimated future commitments under agreements with Dow, including a 5-year master outsourcing services agreement under which Dow provides administrative and operational services for the Company beyond the one-year transitional services arrangement, and 25-year site services, utilities and facilities agreements with Dow pursuant to which Dow provides utilities and site services to certain of our facilities co-located with Dow. We estimate the minimum contractual obligations under the master outsourcing services agreement to be $133.5 million for 2011 and $0 thereafter. However, should we continue this agreement, we estimate our obligation would be $760.2 million through June 16, 2016. Our estimated minimum contractual obligations for the site service agreements with Dow are $8.9 million annually for 2011 through 2015 and $4.1 million for 2016. Should we choose to continue this agreement, we estimate our obligation would be $1,112.0 million through the 25 year life of the agreement.

(5) Includes estimated future commitments under the Advisory Agreement under which the Advisors provide us with management and consulting services and financial and other advisory services. The Advisory Agreement has an initial 10-year initial term and thereafter is subject to automatic one-year extensions unless the Advisors provide written notice of termination. In addition, the Advisory Agreement will terminate automatically upon an initial public offering or a change of control.

We also have minimum funding requirements with respect to our pension obligations. Based on these minimum funding requirements, we expect required contributions to be approximately $9.4 million to our pension plans in 2011. We may elect to make contributions in excess of the minimum funding requirements in response to investment performance or changes in interest rates or when we believe that it is financially advantageous to do so and based on our other cash requirements. Our minimum funding requirements after 2011 will depend on several factors, including investment performance and interest rates. Our minimum funding requirements may also be affected by changes in applicable legal requirements. We also have payments due with respect to our postretirement benefit obligation. We do not fund our postretirement benefit obligation. Rather, payments are made as costs are incurred by covered retirees. We expect payments related to our postretirement benefit obligation to be $1.3 million through 2020.

Pro Forma Contractual Obligations and Commercial Commitments

The following table reflects our contractual obligations as of December 31, 2010, in respect of term debt and interest payments on long-term debt, as if the Senior Secured Credit Facility was amended as of December 31, 2010. Amounts we pay in future periods may vary from those reflected in the table (in millions):

	Payments Due by Year
Contractual Obligations at December 31, 2010	2011		2012		2013		2014		2015		2016 and Beyond		Total
Indebtedness(1)	$	97.4	$	14.0	$	14.0	$	14.0	$	144.0	$	1,330.0	$	1,613.4
Interest payments on long-term debt(2)		83.7		82.8		82.0		81.2		80.3		118.9		528.9

(1) Includes amounts due under the Senior Secured Credit Facility, including outstanding Term Loan and Revolving Facility amounts, and amounts outstanding on the accounts receivable securitization.

(2) Includes estimated interest payments related to the Term Loan based on interest rates in effect on the date of the Refinancing Transactions. Estimated interest payments do not include the Revolving Facility or the accounts receivable securitization as amounts outstanding under these facilities may vary.

Critical Accounting Policies and Estimates

Our discussion and analysis of results of operations and financial condition are based upon our financial statements. These financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and

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judgments that affect the amounts reported in the financial statements. We base our estimates and judgments on historical experiences and assumptions believed to be reasonable under the circumstances and re-evaluate them on an ongoing basis. Actual results could differ from our estimates under different assumptions or conditions. Our significant accounting policies, which may be affected by our estimates and assumptions, are more fully described in Note B to our audited financial statements that appear elsewhere in this prospectus.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the financial statements.

Acquisitions

We account for our business acquisitions under the acquisition method of accounting. The total cost of acquisitions is allocated to the underlying identifiable assets and liabilities based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.

The fair values of intangible assets are estimated using an income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. These intangible assets enable us to develop new products to meet the evolving business needs as well as competitively produce our existing products. Based upon our expected product lives and related cash flows, we estimated the useful life of this “Developed Technology” to be 15 years. The fair value of real properties acquired was based on the consideration of their highest and best use in the market. The fair values of property, plant, and equipment, other than real properties that include leasehold improvements acquired, were based on the consideration that unless otherwise identified, they will continue to be used “as is” and as part of the ongoing business. In contemplation of the in-use premise and the nature of the assets, the fair value was developed primarily using a cost approach.

The purchase price allocation for the Acquisition is substantially complete, however, due to the circumstances surrounding certain tax indemnifications and balances and other items, we have not finalized the purchase price allocation. We expect to finalize the purchase price allocation as soon as practicable but no later than one year from the Acquisition date and such adjustments may be material.

Allowance for doubtful accounts

The Company maintains an allowance for doubtful accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance, management considers factors such as current overall geographic and industry-specific economic conditions, statutory requirements, accounts receivable turnover, historical and anticipated customer performance, historical experience with write-offs as a stand-alone Company and the level of past-due amounts. Changes in these conditions may result in additional allowances. After all attempts to

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collect a receivable have failed and local legal requirements are met, the receivable is written off against the allowance.

Additionally, although our trade accounts receivable balance has increased from December 31, 2009 to December 31, 2010 and from December 31, 2010 to March 31, 2011, this is primarily a result of pricing and currency impacts and was not driven by deterioration in collections or credit quality of our customer base. Our customer credit ratings as well as our practice of extending credit remain at consistent levels. Further, although there has been a significant increase in overall net sales, our customer base remains largely unchanged which gives the Company comfort in our ability to collect on trade accounts receivable.

Pension Plans and Postretirement Benefits

We have various company-sponsored retirement plans covering substantially all employees. We also provide certain health care and life insurance benefits mainly to certain retirees in the United States. The plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits. We recognize the underfunded or overfunded status of a defined benefit pension or postretirement plan as an asset or liability in our balance sheet and recognize changes in the funded status in the year in which the changes occur through accumulated other comprehensive income, which is a component of shareholder’s equity.

Pension benefits associated with these plans are generally based primarily on each participant’s years of service, compensation, and age at retirement or termination. The discount rate is an important element of expense and liability measurement. See Note P to our audited December 31, 2010 financial statements for additional discussion of actuarial assumptions used in determining pension and postretirement health care liabilities and expenses. We evaluate our assumptions at least once each year, or as facts and circumstances dictate, and make changes as conditions warrant.

We determine the discount rate used to measure plan liabilities as of the December 31 measurement date for the pension and postretirement benefit plans. The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. The Company sets its rate to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits. Using this methodology, we determined a discount rate of 4.45% for pension and 5.70% for postretirement benefits to be appropriate as of December 31, 2010.

Holding all other factors constant, a 0.25 percentage point increase in the discount rate used to measure plan liabilities would decrease 2010 pension expense by less than $1.0 million.

Stock-Based Compensation

Our Parent granted service-based and performance-based restricted stock awards (“incentive shares”), to certain officers and key members of management on September 24, 2010, November 29, 2010, December 29, 2010, January 14, 2011, February 2, 2011 and May 24, 2011 for cash consideration. During the period ended December 31, 2010, our parent sold 18,870 shares of non-transferable restricted stock (“co-investment shares”), to certain employees, of which 12,870 were sold at a purchase price less than the fair value of our parent’s common

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stock. As a result, during the period ended December 31, 2010, the Company recorded compensation expense of $3.7 million related to these restricted stock sales. Compensation expense related to service-based restricted stock awards is equivalent to the grant-date fair value of our parent’s common stock, and is being recognized as compensation expense over the service period utilizing graded vesting. At the grant date, we estimated a forfeiture rate of zero and no forfeitures have occurred. The fair values of performance-based restricted stock awards were determined using a combination of a call option and digital option model that incorporated the fair value of our parent’s common stock, the return on investment targets that must be met, and assumptions about volatility, time until a performance condition will be met, risk-free interest rates and dividend yield. Our co-investment shares were issued for a subscription price of $166.67 per share and our incentive shares were issued for a subscription price of $0.01 per share. At this time, we do not consider the likelihood of meeting the performance obligations probable and have, therefore, recorded no compensation cost related to these awards.

As of March 31, 2011, the Company recorded stock-based compensation expense of $11.1 million reflecting the settlement of previously unvested service-based and performance-based restricted stock awards redeemed. The redemption is a result of the February 2, 2011 Term Loan refinancing in which the Company used a portion of the proceeds to pay a distribution to the stockholders of the Parent, including Bain Capital, Dow and certain executives, through a redemption of certain classes of our Parent’s shares.

On the grant date, our Parent was a private company with no active public market for its common stock. For grants made on the Acquisition date and through the subsequent third quarter, the awards were valued using a share price derived from the purchase price of the acquired assets and liabilities on that date. For grants awarded in the fourth quarter, our Parent determined the estimated per share fair value of its common stock using a contemporaneous valuation consistent with the American Institute of Certified Public Accountants Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation” (the “Practice Aid”). In conducting this valuation, our Parent considered all objective and subjective factors that it believed to be relevant, including its best estimate of its business condition, prospects, and operating performance. Within this contemporaneous valuation, a range of factors, assumptions, and methodologies were used. The significant factors included:

• the fact that we and our parent were private companies with illiquid securities;

• our historical operating results;

• our discounted future cash flows, based on our projected operating results;

• valuations of comparable public companies; and

• the risk involved in the investment, as related to earnings stability, capital structure, competition and market potential.

For the contemporaneous valuation of our Parent’s common stock, management estimated, as of the grant date, our enterprise value on a continuing operations basis, using the income and market approaches, as described in the Practice Aid. The income approach utilized the discounted cash flow (“DCF”) methodology based on our financial forecasts and projections, as detailed below. The market approach utilized the Guideline Public Company and Guideline Transactions methods, as detailed below.

For the DCF methodology, we prepared annual projections of future cash flows through 2015. Beyond 2015, projected cash flows through the terminal year were projected at long-term

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sustainable growth rates consistent with long-term inflationary and industry expectations. Our projections of future cash flows were based on our estimated net debt-free cash flows and were discounted to the valuation date using a weighted-average cost of capital estimated using market participant assumptions.

For the Guideline Public Company and Guideline Transactions methods, we identified a group of comparable public companies and recent transactions within the chemicals industry. For the comparable companies, we estimated market multiples based on trading prices and trailing 12 months EBITDA and projected future EBITDA. These multiples were then applied to our trailing 12 months and projected EBITDA. When selecting comparable companies, consideration was given to industry similarity, their specific products offered, financial data availability and capital structure.

For the comparable transactions, we estimated market multiples based on prices paid for the related transactions and trailing 12 months EBITDA. These multiples were than applied to our trailing 12 months EBITDA. The results of the market approaches corroborated the fair value determined using the income approach.

Asset Impairments

As of December 31, 2010, net property, plant and equipment totaled $587.7 million, net identifiable finite-lived intangible assets totaled $198.8 million and goodwill totaled $40.4 million. Management makes estimates and assumptions in preparing the consolidated financial statements for which actual results will emerge over long periods of time. This includes the recoverability of long-lived assets employed in the business, including assets of acquired businesses. These estimates and assumptions are closely monitored by management and periodically adjusted as circumstances warrant. For instance, expected asset lives may be shortened or an impairment recorded based on a change in the expected use of the asset or performance of the related asset group.

We evaluate long-lived asset and finite-lived identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value based on a discounted cash flow analysis utilizing market participant assumptions.

Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of.

Our annual goodwill impairment testing is performed annually as of October 1. We will perform more frequent impairment tests should events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Impairment testing for goodwill is done at a reporting unit level.

The Company determined that as of our annual assessment date of October 1st, each of our reporting units had fair values that substantially exceeded the carrying values.

An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using a discounted cash flow analysis. At

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December 31, 2010 our $40.4 million in total goodwill is allocated as follows to our reportable segments: $15.1 million to SB Latex, $10.3 million to Synthetic Rubber, $9.2 million to Styrenics and $5.8 million to Engineered Polymers.

During the Predecessor year 2008, a $31.1 million goodwill impairment was recorded related to the downturn in the automotive industry as discussed in Note H in the notes to the audited financial statements included in this prospectus.

Factors which could result in future impairment charges, among others, include changes in worldwide economic conditions, changes in technology, changes in competitive conditions and customer preferences, and fluctuations in foreign currency exchange rates. These risk factors are discussed in “Risk Factors,” included elsewhere in this prospectus.

Income Taxes

During the Predecessor period, the Styron business was primarily included in the tax returns of Dow entities within the respective tax jurisdictions. The income tax provision and related balance sheet amounts included in the Predecessor period combined financial statements were calculated using a separate return basis, as if the Styron business was a separate taxpayer.

We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date. Deferred taxes are provided on the outside basis differences and unremitted earnings of subsidiaries outside of Luxembourg. All undistributed earnings of foreign subsidiaries and affiliates are expected to be repatriated at December 31, 2010.

We are subject to income taxes in Luxembourg, the United States and numerous foreign jurisdictions, and are subject to audit within these jurisdictions. Therefore, in the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. The tax provision includes amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. Since significant judgment is required to assess the future tax consequences of events that have been recognized in our financial statements or tax returns, the ultimate resolution of these events could result in adjustments to our financial statements and such adjustments could be material. Therefore, we consider such estimates to be critical in preparation of our financial statements.

The financial statement effect of an uncertain income tax position is recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Accruals are recorded for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Uncertain income tax positions have been recorded in “Other noncurrent obligations” in the combined and consolidated balance sheets for the periods presented.

Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. The valuation allowance is based on our estimates of future taxable income and the period over which we expect the deferred tax assets to be recovered. Our assessment of future taxable income is based on historical experience and current and anticipated market and

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economic conditions and trends. In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial position and results of operations.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to changes in interest rates and foreign currency exchange rates because we finance certain operations through fixed and variable rate debt instruments and denominate our transactions in a variety of foreign currencies. We are also exposed to changes in the prices of certain commodities that we use in production. Changes in these rates and commodity prices may have an impact on future cash flow and earnings. We manage these risks through normal operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not enter into financial instruments for trading or speculative purposes.

By using derivative instruments, we are subject to credit and market risk. The fair market value of the derivative instruments is determined by using valuation models whose inputs are derived using market observable inputs, including interest rate yield curves, as well as foreign exchange and commodity spot and forward rates, and reflects the asset or liability position as of the end of each reporting period. When the fair value of a derivative contract is positive, the counterparty owes us, thus creating a receivable risk for us. We are exposed to counterparty credit risk in the event of non-performance by counterparties to our derivative agreements. We minimize counterparty credit (or repayment) risk by entering into transactions with major financial institutions of investment grade credit rating.

Our exposure to market risk is not hedged in a manner that completely eliminates the effects of changing market conditions on earnings or cash flow.

Interest Rate Risk

Given the leveraged nature of our Company, we have exposure to changes in interest rates. From time to time, we may execute a variety of interest rate derivative instruments to manage interest rate risk.

The Senior Secured Credit Facility requires that we maintain interest rate derivative agreements having a term of at least three years for an aggregate notional principal amount equal to at least 50% (35% subsequent to the February 2, 2011 amendment of the Senior Secured Credit Facility) of the aggregate principal amount of Term Loan then outstanding.

We use interest rate cap agreements to protect cash flows from fluctuations caused by volatility in interest rates. At December 31, 2010, we had one outstanding interest rate cap with a notional amount of $400.0 million. On March 25, 2011, we entered into two interest rate cap agreements for a total notional amount of $90.0 million, bringing our total interest rate cap coverage to a notional amount of $490.0 million, representing 35% of our $1.4 billion in Term Loan under the Senior Secured Credit Facility.

Our interest rate risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in interest rates of our borrowings and to manage the interest rate sensitivity of our debt. At December 31, 2010, the non-current asset associated with interest rate agreements was recorded on the balance sheet in deferred charges and other assets at fair value. We do not account for the interest rate cap agreements as hedges. As such, changes in the fair value of derivative instruments are recognized in interest expense, net.

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At March 31, 2011 and December 31, 2010, the interest rate caps had a fair value of approximately $1.1 million and $0.9 million, respectively. For the period ended March 31, 2011 the Company recognized a loss of approximately $0.1 million, which is reflected in interest expense.

Our long-term debt as of December 31, 2010 consisted of $895.2 million outstanding under our Senior Secured Credit Facility, which carried a weighted average interest rate of 7.57%, and the $75.0 million Seller Note, which carried a fixed interest rate of 9.5%. As of March 31, 2011, our long-term debt was $1,470.8 million, which relates to our Senior Secured Credit Facility and carries a weighted average interest rate of 6.8%.

As of December 31, 2010, we had variable rate debt with a face value of $910.0 million issued under our Senior Secured Credit Facility. An increase of 100 basis points in the LIBOR rate would result in no additional interest expense due to LIBOR being below the LIBOR floor of 1.5% as specified in our Senior Secured Credit Facility, however, if LIBOR rates were at or above the LIBOR floor, an increase of 100 basis point in the LIBOR rate would result in additional annual interest expense of $9.1 million.

As of March 31, 2011, we had variable rate debt with a face value of $1,471.5 million issued under our Senior Secured Credit Facility. An increase of 100 basis points in the LIBOR rate would result in no additional interest expense due to LIBOR being below the LIBOR floor of 1.5% as specified in our Senior Secured Credit Facility. However, if LIBOR rates were at or above the LIBOR floor, an increase of 100 basis points in the LIBOR rate would result in additional annual interest expense of $14.7 million.

As of December 31, 2009 and March 31, 2010, we did not have any long-term debt.

Foreign Currency Risks

We are also exposed to market risk from changes in foreign currency exchange rates which could affect operating results as well as our financial position and cash flows. We manage our transaction risk where possible by paying expenses in the same currency in which we generate sales in a particular country. We may employ derivative contracts in the future which are not designated for hedge accounting treatment which may result in volatility to earnings depending upon fluctuations in the underlying markets. As of December 31, 2010 and 2009, we did not have any outstanding derivative financial instruments.

Our foreign currency exposures include the Euro, British pound, Chinese renminbi, Indian rupee, Korean won, Brazilian real and Swedish krona. The primary foreign currency exposure relates to the U.S. dollar to Euro exchange rate.

We have legal entities consolidated in our financial statements that have functional currencies other than U.S. dollar, our reporting currency. As a result of currencies strengthening against the U.S. Dollar during 2010, currency translation gains were recorded in other comprehensive income primarily as a result of the remeasurement of our Euro functional legal entities as of December 31, 2010. Additionally, we have certain intercompany indebtedness between a U.S. dollar functional legal entity and a Euro Functional legal entity who holds primarily Euro denominated receivables of approximately $538 million. As a result of remeasurement of these loans from Euro to U.S. dollars at March 31, 2011 and December 31, 2010, a cumulative currency translation gain of approximately $81.0 million and $48.9 million was recognized as of March 31, 2011 and December 31, 2010 respectively, resulting in the corresponding gain in Other Comprehensive Income.

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Commodity Price Risk

We purchase certain raw materials such as benzene, ethylene, butadiene, BPA and styrene under short- and long-term supply contracts. The purchase prices are generally determined based on prevailing market conditions. Changing raw material and energy prices have had material impacts on our earnings and cash flows in the past and will likely continue to have significant impacts on our earnings and cash flows in future periods.

We do not currently enter into derivative financial instruments for trading or speculative purposes to manage our commodity price risk.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Internal Controls and Procedures

Prior to the completion of this offering, we have been a private company since the Acquisition in June 2010, with limited corporate finance and accounting personnel and other supervisory resources to adequately execute our period-end financial close processes. This lack of adequate resources contributed to an extended financial close process during the third and fourth quarters of 2010 as well as an insufficient review and approval of certain information used to prepare our third quarter and year-end financial statements.

As a result of these circumstances, our independent registered public accounting firm, in connection with their audit, identified several adjustments related to certain aspects of our period-end financial close process. In addition, several other adjustments were identified by management after the close process while we prepared the year-end financial statements which highlighted several control deficiencies. In consideration of these findings, we have concluded that these control deficiencies constitute material weaknesses in our internal controls over financial reporting. A material weakness is a control deficiency, or a combination of control deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically these material weaknesses contributed to multiple audit adjustments and the following individual material weaknesses as of December 31, 2010:

• inadequate internal staffing and skills; and

• inadequate controls of the quarter-end closing processes, including: failure to record entries in the appropriate legal entities in a timely fashion; failure to appropriately analyze certain manufacturing costs, capitalize manufacturing variances at period end, and reconcile certain related accounts; and failure to record certain expenditures in the appropriate period.

In response, we have begun the process of evaluating our internal controls over financial reporting, although we are in the early phases of our review and may not complete our review until after this offering is completed.

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We have taken several remedial actions to address these material weaknesses, including:

• hiring a corporate finance team, including a corporate controller, North America controller and director of external reporting, as well as 44 full-time finance staff since December 31, 2010, and we continue to monitor and improve our staffing levels;

• formalizing a period-end financial closing process; and

• formalizing several accounting and financial reporting processes to ensure consistency and reliability of reported results.

We cannot predict the outcome of our remediation at this time. During the course of the remediation, we may identify additional control deficiencies, which could give rise to deficiencies and other material weaknesses in addition to the material weaknesses previously identified. Each of the material weaknesses described above could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected.

In addition we are currently operating under a transition services agreement with Dow which includes, among other services, financial accounting services we are required to assume during 2011. We are currently in the process of planning for the transition of these responsibilities to us by identifying and documenting these activities and hiring and training personnel to perform these activities. We will also need to implement certain IT systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance resources.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued the authoritative guidance for Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements, which amends the existing fair value measurement and disclosure to require additional disclosures regarding fair value measurements. Specifically, the guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfer in or out of Level 3 and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition, the guidance also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for additional disclosures related to Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption did not impact our financial statements or results of operations.

In October 2009, the FASB issued the authoritative guidance for Revenue Recognition: Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force, which amends the criteria for when to evaluate individual delivered items in a multiple deliverable arrangement and how to allocate consideration received. This guidance is effective for fiscal years beginning on or after June 15, 2010. The adoption of the guidance on January 1, 2011 did not have a material impact on our financial statements.

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BUSINESS

Our Company

We are a leading global materials company engaged in the manufacture and marketing of specialty and customized emulsion polymers and plastics. We believe that we have the leading market position in many of the markets in which we compete and that we have developed these strong market positions due to our technological differentiation, diverse global manufacturing base, long-standing customer relationships, and advantaged cost positions. We compete in growing global market segments driven by long-term trends, including improving living standards in emerging markets and increasing environmental awareness leading to increased demand for higher fuel efficiency and the lighter-weight materials. In addition, we believe our increasing revenue in developing high-growth regions such as China, Eastern Europe and Latin America and improving industry dynamics further enhance our prospects. We expect these trends to drive greater demand for our products and stronger earnings growth going forward.

We develop customized products for global, diversified end markets including coated paper and packaging board, carpet and artificial turf backing, automotive applications including tires, food service packaging, appliances, consumer electronics and construction applications, among others and rely on us for formulation, customization, and compounding expertise. Certain of our customized products typically represent a low portion of finished product production costs, but impart critical functionality contributing to substantial customer loyalty. We operate under four segments: SB Latex, Synthetic Rubber, Styrenics and Engineered Polymers. We have long-standing relationships with a diverse base of global customers, many of whom are leaders in their markets. Our major products include SB latex, SA latex, SSBR, Li-PBR, ESBR, Ni-PBR, polystyrene, EPS, ABS, SAN, ignition resistant polystyrene, PC, compounds and blends, and polypropylene compounds.

For the year ended December 31, 2010, we generated $5.0 billion in aggregated net sales and $56.7 million in aggregated net income. The following charts show our net sales and EBITDA by product as well as net sales by geography during the year ended December 31, 2010:

We are a global business with a diverse revenue mix by geography and significant operations around the world. Our operations in Europe and the Middle East, Asia Pacific (which includes Asia as well as Australia and New Zealand), North America, and Latin America (including Mexico), generated approximately 56%, 24%, 15%, and 5%, respectively, of our 2010 aggregated net sales. Our production facilities include 36 manufacturing plants (which include a total of 86 production units) at 29 sites in 16 countries, inclusive of joint ventures and contract manufacturers, allowing us to serve our customers on a global basis. Our manufacturing locations include sites in high-growth emerging markets such as China, Indonesia and Brazil where we have increasing revenue growth. Additionally, we operate a number of R&D facilities

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globally, including mini plants, development centers and pilot coaters, and we believe these to be critical to our global presence and innovation capabilities.

The table below illustrates each geographical region’s net sales to external customers for the years ended December 31, 2010, 2009 and 2008, respectively.

	North America		Europe/ Middle East		Asia Pacific		Latin America
2010 net sales (in millions)1	$	765	$	2,786	$	1,184	$	232
2009 net sales (in millions)	$	460	$	1,882	$	858	$	250
2008 net sales (in millions)	$	771	$	2,972	$	1,148	$	294

¹  Full year 2010 net sales is shown on an aggregated basis.

Prior to our formation, our business was wholly owned by Dow. On June 17, 2010, we were acquired by investment funds advised or managed by Bain Capital, with Dow investing $48.8 million for an approximately 7.5% interest in our Parent. We are a holding company controlled by Bain Capital and have a relatively short operating history as a stand-alone company. We and our joint ventures maintain a strategic relationship with Dow through shared infrastructure and integration on 17 shared manufacturing sites, which contributes to our production scale and allows for the more efficient use of our assets.

Our Competitive Strengths

We believe we have a number of competitive strengths that differentiate us from our competitors, including:

Leading Market Positions in Attractive Segments and End Markets

We believe that we have leading positions across the markets in which we compete, including SB latex, synthetic rubber, and mABS products, and top three positions in polystyrene and our Engineered Polymers products. We attribute our strong market positions to our technological differentiation, diverse global manufacturing base, long-standing customer relationships, and advantaged cost positions. Our strategy is to focus on what we believe are the most attractive segments of the market, where demand is underpinned by global trends driving long-term volume growth. Amongst others, we are focused on the following global trends: improving living standards in emerging markets, fuel efficiency, and the increasing use of light-weight materials. We believe that our focus on segments of the market levered to these trends provides us with significant long-term growth opportunities.

Our products serve applications that are affected by enduring trends such as improving living standards and increased environmental awareness. For example, our SB Latex products impart high gloss properties to coated paper that is increasingly used in advertising and magazines in emerging markets; our Synthetic Rubber products help to improve fuel efficiency; and our Styrenics and Engineered Polymer products help reduce the weight of vehicles by substituting lighter plastic materials for heavier ones, resulting in improved fuel efficiency.

Technological Advantage and Product Innovation

Most of our materials are critical inputs that significantly impact the functionality, cost to produce and quality of our customers’ products. Many of our products are differentiated by their performance, reliability, customization and value, which are critical factors in our customers’ selection and retention of materials suppliers. For example, our SB Latex products are critically important to coated paper applications in paper mills that typically have high fixed costs. We

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believe our technology offers customers a reduced risk of expensive shut-downs, as well as the potential to reduce ongoing total materials costs when SB Latex replaces higher cost paper pulp. In addition, our advanced SSBR technology reduces rolling resistance resulting in better fuel efficiency and lower CO₂ emissions while at the same time improving the tire’s wet-grip, a measure of braking effectiveness and traction. We believe these are key performance attributes sought by the final customer and also important in meeting European CO₂ emissions legislation, which we expect to become a global standard. We have a strong track record of continued product innovation, consistently launching improved grades and new products as well as customizing materials for many of our customers. In 2010, we launched more than 24 new plastics products and a new SSBR grade, designated SLR4602, which has been very well received commercially.

Diverse Global Reach with Extensive Presence in Emerging Markets

Our production facilities include 36 manufacturing plants (which include a total of 86 production units) at 29 sites in 16 countries, inclusive of joint ventures and contract manufacturers. We believe our diverse locations provide us with a competitive advantage in meeting and anticipating the needs of our global and local customers in both well-established and growing markets. We have a strong and growing presence in Asia where we believe we will become the preferred supplier of custom formulated latex products for new paper mills. For example, in 2010, we began delivery to one of the largest paper mills in China, and in 2011, we believe we have been active in substantially all significant new paper mill startups in China.

Long-Standing, Collaborative Customer Relationships

We have long-standing relationships with a diverse base of customers, many of which are well known industry leaders in their respective markets. We have had relationships with many of our customers for 20 years or more, helping them to develop and commercialize multiple generations of their products. No single customer accounted for more than 6% of our aggregated net sales in 2010. We believe we have developed strong relationships through our highly collaborative process, whereby we work with our customers to develop products that meet our customers’ critical needs. As part of this process, we test our products at customer sites and work with them to optimize and customize our product offerings. As a result of our close collaboration, we have historically achieved a high success rate of retaining customers.

Advantaged Cost Positions and Attractive Feedstock Sourcing

We believe that our global scale, highly efficient operations and site integration with Dow have provided us with an advantaged cost position within our industry. We believe our plants compare favorably across key operational benchmarks, including quality tracking, maintenance costs, and employee productivity. We have an attractive mix of long-term raw material contracts with suppliers and the flexibility to procure raw materials on the open market.

Experienced Management Team

Our executive leadership team has an average industry experience of over 25 years, including leadership positions within our business units, and significant public chemical company leadership experience.

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Our Growth Strategy

We intend to enhance our position as a leading global materials company engaged in the manufacture and marketing of specialty and customized emulsion polymers and plastics. The key elements of our growth strategy include:

Continue Product Innovation and Technological Differentiation

We intend to continue to address our customers’ critical materials needs by utilizing our technological expertise and leading development capabilities, to create differentiated grades, new products and customized formulations. We believe our technological differentiation positions us to participate in the most attractive, highest growth areas of the markets in which we compete, such as advanced SSBR within Synthetic Rubber, a segment of the market that is expected to grow substantially faster than global GDP through 2014. Our global scale in SB latex allows us to cost-effectively support two pilot coaters where we collaborate with our customers in the development of next generation formulations and leverage regional innovations across our global product platform. We also expect to continue to shift our product mix towards more differentiated products, which offer higher-margin potential, improving the profitability of our business across our portfolio.

Strategic Investments in the Most Attractive Segments of the Market

We plan to make strategic capital investments in what we believe are the most attractive market segments to extend our leadership in these segments and to meet growing demand. In December 2010, we announced the addition of a new SSBR production line, expected to come on-line in 2012, which will expand our facility in Schkopau, Germany, as well as an expansion of our latex production capacity in Zhangjiagang, China, also expected to come on-line in 2012.

Expand and Deepen Our Presence in Emerging Markets

We believe emerging markets such as China, Southeast Asia, Eastern Europe and Latin America represent significant, rapidly growing opportunities. Improving living standards in these emerging markets are creating strong demand for our end products, including coated paper and packaging board, carpet and artificial turf backing, automotive applications including tires, packaging, appliances, consumer electronics and construction applications. We expect to capitalize on growing demand for our products in emerging markets and expand our share of local demand by deepening our customer base and local capabilities in these geographies.

Pursue Strategic Acquisitions to Extend Leadership

We intend to opportunistically pursue acquisitions and joint ventures that have attractive risk-adjusted returns to extend our leadership into what we believe are the most attractive market segments and in emerging economies. We believe that a long-term trend toward consolidation in our markets will continue, which given our scale and geographic reach, will create opportunities for our business.

Capitalize on New Independence

We intend to capitalize on opportunities presented by our new status as an independent, stand-alone entity. Our executive leadership team is incentivized through performance-based compensation to focus on operational improvements and to enhance our strategic positioning relative to our competitors. We believe we can optimize the business as a result of the recent

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carve-out from Dow and have launched a corporate-wide initiative to reduce our costs and increase our competitiveness. We also intend to capitalize on improved strategic flexibility to make changes to re-position the businesses, including moving our product mix towards higher-margin, differentiated products and focusing on value-based pricing.

Business Model

The chart below illustrates our business model, from the raw materials used in our products to our end-use markets.

* Note: Some styrene is purchased through long-term supply contracts and open market purchases.

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Segment Overview

We operate four segments under two principal business units. Our Emulsion Polymers business unit includes an SB Latex segment and a Synthetic Rubber segment. Our Plastics business unit includes a Styrenics segment and an Engineered Polymers segment. The table below illustrates each segment’s aggregated net sales to external customers for the year ended December 31, 2010, as well as each segment’s major products and end-use markets.

	Emulsion Polymers		Plastics
	SB Latex	Synthetic Rubber	Styrenics	Engineered Polymers
Net sales (in millions)
Three months ended:
March 31, 2011	$   431	$   183	$   613	$    311
March 31, 2010	$   327	$   126	$   402	$    217
Net sales (in millions) Year ended:
December 31,     20101	$1,499	$   520	$1,906	$ 1,042
December 31,         2009	$1,027	$   336	$1,353	$    734
December 31,         2008	$1,711	$   427	$2,052	$    992
Major products	•   SB latex •   SA latex	•   SSBR •   Li-PBR •   ESBR •   Ni-PBR	•   Polystyrene •   EPS •   ABS •   SAN •   Ignition resistant polystyrene	•   Polycarbonate resins •   Compounds and blends •   Polypropylene compounds
Major end-use market	•   Coated paper and packaging board •   Carpet and artificial turf backings •   Tape saturation •   Cement modification •   Building products	•   Performance tires •   Standard tires •   Polymer modification •   Technical rubber goods	•   Appliances •   Construction/ sheet •   Packaging •   Automotive •   Consumer electronics •   Consumer goods	•   Automotive •   Consumer electronics •   Construction/sheet •   Packaging •   Other (including consumer goods, appliances and electrical and lighting)

¹ Full year 2010 net sales is shown on an aggregated basis.

SB Latex Segment

Overview

We are a global leader in SB latex, holding a strong market position across the geographies and applications in which we participate, including leading market positions in North America, Europe and Asia. We produce SB latex primarily for coated paper used in advertising and magazines, packaging board coatings, carpet and artificial turf backings, as well as a number of performance latex applications.

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We believe we are the recognized technology leader in SB latex. Our leading scale in this segment is a competitive advantage that allows for investment in formulation capabilities and polymer science. We have typically launched one to two new technologies in this segment each year. We have two pilot coating facilities in the U.S. and Europe that are used to develop new products and customer branding. Our differentiated grades of latex command a price premium to conventional latex and strengthen our customer relationships and our market position.

We believe our development and formulation capabilities contribute to our leading position. Further, we believe our growth prospects in SB latex are enhanced by our leading position in China, which we believe will contribute a significant portion of global growth in the paper and board market segment over the next decade. In 2010, we began delivery to one of the largest paper mills in China, and in 2011, we believe we have been active in substantially all significant new paper mill startups in China. We recently announced a major expansion of our Zhangjiagang, China latex capacity that we expect to come on-line in 2012, as well as a 50 kMT capacity expansion at our Schkopau, Germany facility. In relation to these expansions, we expect to incur approximately $24 million over 2011 and 2012 for our Zhangjiagang, China latex facility and approximately $134 million over 2011 and 2012 for our Schkopau, Germany facility. We believe our growth prospects are also supported by an attractive industry landscape characterized by the recent trends of industry capacity reduction and consolidation, such as the exit of The Lubrizol Corporation from the SB latex market and the business combinations of BASF Group and Ciba, Omnova Solutions and Eliokem, and Yule Catto & Co plc and PolymerLatex GmbH.

Products and End Uses

We are the global leader in the production and marketing of synthetic latex for coated paper with a leading market position in North America and Europe, and a leading supplier to new mills in China. For coated paper, we primarily manufacture SB latex, a high-volume product that is widely used as a binder for mineral pigments as it allows high coating speeds, improved smoothness, higher gloss level, opacity and water resistance. Typically, latex formulations are engineered in close collaboration with customers, and are tailored specifically to optimize finished product properties and production efficiency, and to minimize mill down time. Since SB latex accounts for, on average, approximately 8% of the total production cost for coated paper but is a critical link in the manufacturing process and provides performance characteristics key to the product’s end-use, we believe customers view it as a crucial component of their manufacturing process and typically seek high-quality, reliable producers.

We are also a leading supplier of latex polymers to the carpet and artificial turf industries and offer a diverse range of products for use in residential and commercial broadloom, needlefelt, and woven carpet backings. We produce high solids SB latex, SA latex, vinylidene chloride, and butadiene-methacrylate latex products for the commercial and niche carpet markets. We incorporate vinyl acrylic latex in our formulations for its ignition resistant properties, with the sourcing of vinyl acrylic latex readily available from a number of industry suppliers. SB latex is also used in flooring as an adhesive for carpet and artificial turf fibers.

We also offer a broad range of performance latex products, including SA latex, vinyl acrylic latex and all-acrylic latex primarily for the adhesive and architectural surface coatings market.

Customers

We believe our SB latex business segment is able to differentiate itself by offering customers value-added formulation and product development expertise. We maintain a large network of R&D and technical sales and development (“TS&D”) teams, together composed of 182 professionals, 61 of whom have advanced degrees, including 25 with PhDs. Our R&D/TS&D team commits more than two-thirds of its efforts in the SB Latex segment to developing

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differentiated products. This team is complemented by two pilot coating facilities in Switzerland and the U.S., four paper fabrication and testing labs in Brazil, China, Switzerland and the U.S., three carpet technology centers located near carpet producers in China, the U.S. and Switzerland, and two product development and process research centers, one each in Germany and the U.S. Additionally, our global manufacturing capabilities are key in serving customers cost-effectively, as latex is costly to ship over long distances due to its high water content. We believe that our global network of service and manufacturing facilities is highly valued by our customers.

Our relationships with our top latex customers generally exceed 20 years in length. Many of our major customers rely on our dedicated R&D and TS&D teams to complement their limited in-house resources for formulation and reformulation tests and trials. We seek to capture the value of these services through our pricing strategy. In paper and package board applications, we believe our customers are unlikely to switch to lower cost suppliers with inferior formulation capabilities because changes in the industry result in the need to reformulate approximately every three to four years. In addition, as paper mills become larger and increasingly sophisticated with higher fixed costs, we believe there is greater demand for high-quality, custom-formulated latexes. Historically, we have focused on capturing a majority share of new SB Latex formulations for startups and major overhauls of existing paper coaters. In carpet applications, our product development expertise also allows us to provide differentiated products to our customers. For example, latex carpet backing made with our LOMAX^™ Technology provides the same performance characteristics of conventional latex, but because it uses renewable energy it may be attractive to our customers who are increasingly demanding products with sustainable attributes. See “—Environmental and Other Regulation—Sustainability and Climate Change.”

Competition

Our principal competitors in the SB Latex business segment include BASF, Omnova Solutions Inc. and Yule Catto & Co. plc.

Industry Outlook

Recent changes in industry structure have led to a more favorable industry outlook for latex producers, driven by industry capacity reduction and consolidation. Key industry events include BASF’s acquisition of Ciba and subsequent shut down of 340 kMT of capacity, a capacity rationalization by Dow / Dow Reichhold, Omnova’s rationalization at its Mogadore facility, the exit of The Lubrizol Corporation from the SB Latex business entirely, Omnova’s acquisition of Eliokem, and Yule Catto’s acquisition of PolymerLatex. Additionally, we believe that improving living standards will drive demand in emerging markets such as China and Latin America, and that a significant portion of expected coated paper growth will come from these regions over the next decade. Other recent developments include the emergence of potential substitutes for SB latex in carpet backing applications, driven by raw material pricing dynamics. We believe that the recent changes in industry structure and increasing demand in emerging markets will lead to a continued favorable production environment in coming years characterized by an improved profitability outlook.

Synthetic Rubber Segment

Overview

We are a significant producer of styrene-butadiene and polybutadiene-based rubber products and we have the leading European merchant market position in SSBR. We have very

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broad synthetic rubber technology and product portfolios in the industry, focusing on specialty products, such as SSBR and Li-PBR, while also producing core products, such as ESBR and Ni-PBR. Our Synthetic Rubber products are extensively used in tires, with additional applications including polymer modification and technical rubber goods. We have strong relationships with most of the top global tire manufacturers and believe we have remained a supplier of choice as a result of our broad rubber portfolio and product customization capabilities.

Our most advanced rubber technology, SSBR, is a critical material for high-performance tires that combine low rolling resistance and high wet-grip, which leads to increased fuel efficiency and traction. We believe our growth prospects in our Synthetic Rubber segment are enhanced by increasing demand for high performance tires, resulting from European regulatory reforms that are aimed at improving fuel efficiency and reducing CO₂ emissions. Our management estimates that through 2014, demand for SSBR, a critical material for high-performance tires, will grow substantially faster than global GDP. Our expectation is that global increases in fuel efficiency standards will drive additional demand growth for our SSBR technology. We recently announced a 50 kMT capacity expansion at our Schkopau, Germany facility that we expect to come on-line in 2012.

Products and End Uses

Our Synthetic Rubber business segment produces synthetic rubber products used in high-performance tires with increased fuel efficiency and traction, impact modifiers and technical rubber products, such as conveyor belts, hoses, seals and gaskets. We participate mainly in the European synthetic rubber industry, where tire producers focus on high-performance and ultra high-performance tires and rely strongly on merchant rubber suppliers.

SSBR.     We sell SSBR products for high-performance and ultra high-performance tire applications. We produce both clear and oil extended SSBR through batch polymerization in our two new SSBR production lines. We believe these processes provide leading and customized solutions to tire manufacturers.

We believe we are well-positioned to capture market share in high-growth high-performance tire applications and have expanded capacity to meet demand. We partnered with JSR Corp., a Japanese company which produces a broad range of chemical products including synthetic rubber, latex and plastics, to add a new SSBR production line in March 2009, adding 60 kMT of capacity. We own and operate the new production line, and JSR has the rights to 50% of the line’s productive time over approximately the next 15 years. The production lines are currently operating at capacity. We have recently announced the decision to add 50 kMT of capacity, solely for our use, to support the continued market growth.

Our Synthetic Rubber portfolio is anchored by our SSBR technology and further strengthened by our new functionalized SSBR (SSBR engineered to perform specific functions) product offering. Our new product platform is used in the manufacture of high-performance and ultra high-performance tires. We expect demand growth for European performance tires, which increase passenger safety, tire longevity and vehicle fuel efficiency, to accelerate due to recent European legislation. A 2008 study by the European Policy Evaluation Consortium showed that at least 30% of all new passenger car tires sold in Europe did not meet the requirements of the new standards. Functionalized SSBR is a key technology to enable the improvements and we are a SSBR leader with patented technology. A number of customers have begun commercializing products with this functionalized technology.

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During the last five years, we have been working closely with major tire producers around the world to develop multiple new SSBR grades, addressing key marketplace needs for improved tire fuel economy, grip, and abrasion characteristics, which we believe will lead to significant demand growth for our rubber products in Europe and around the world. Management expects to shift its Synthetic Rubber product mix to new SSBR grades (from a relatively small portion of total SSBR volume in 2010 to up to more than one-third in 2015).

ESBR.     Our ESBR products are used in standard tires, technical goods, and footwear. Our ESBR product portfolio offers tire producers a comprehensive suite of synthetic rubber capabilities. For example, ESBR provides enhanced wet grip to tire treads and strength to the inner liner of tires, imparting excellent processability to the respective compounds.

Li-PBR.     Our Li-PBR is used primarily for our own internal polymer modification applications. Polymer modification is the use of synthetic rubber to improve the impact resistance quality of plastic products. Approximately 80% is consumed within our Plastics business unit for HIPS and ABS production. We make two grades of Li-PBR exclusively for our polymer modification uses. In addition to impact resistance, Li-PBR provides visual surface gloss.

Ni-PBR.     We are currently the only European producer of Ni-PBR, with 30 kMT of capacity. We sell Ni-PBR products for use in standard tires, performance tires, technical goods and footwear. We believe Ni-PBR is valued by the tire industry for its high degree of processability, its ability to add wear resistance to the wet grip capabilities of SSBR and ESBR and its flexibility in tire sidewalls.

Customers

We maintain deep and long-standing relationships with a large number of multinational customers, including the top global tire manufacturers, as well as fast growing Asian tire manufacturers. Our relationships with our top 10 customers exceed 10 years on average.

Tire producers are the primary customers for our Synthetic Rubber business. We believe we have remained a supplier of choice given our broad rubber portfolio, including technologically differentiated grades, and our product customization capabilities. The majority of our Synthetic Rubber business segment net sales are based on contracts that generally include terms for at least three different rubber grades in addition to raw material pass-through clauses. We collaborate with customers throughout the product development cycle which can last up to four years. Our R&D/TS&D team has a strong focus on developing differentiated specialty products, and commits more than two-thirds of its time in this segment to those efforts. Once implemented with a customer, these newly-developed specialty products cannot be easily replaced by a competitor. As a result, we believe customers are likely to buy from us throughout the life cycle of specific tire models to avoid high switching costs and prevent repetition of the expensive development process.

Competition

Principal competitors in our Synthetic Rubber business segment include Asahi, JSR, Lanxess, Nippon Zeon, Polimeri and Synthos.

Industry Outlook

We participate mainly in the European synthetic rubber industry, where tire producers rely on merchant rubber suppliers, in contrast to North America where tire manufacturers captively

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produce most of their required rubber. Merchant producers typically produce more than one grade of rubber as customers typically require different grades of rubber from a single supplier. Performance tires represent an especially attractive market to rubber producers, because they provide substantial value to end customers. Tire manufacturers are expected to continually seek improvements in advanced rubber, which optimizes the combination of fuel economy and wet grip in order to meet EU regulations which have already been adopted and will become effective in late 2012. Rubber demand slowed during 2009, but has since showed signs of recovery, and our existing SSBR line is currently running at full capacity. We believe our leadership in the fast growing SSBR segment will position us to perform well relative to the broader industry and anticipate future strong demand due to the new European legislation driving the consumption of higher-performance tires.

Styrenics Segment

Overview

Our Styrenics segment includes polystyrene, ABS, SAN, and EPS products, as well as our internal production and sourcing of styrene monomer, a raw material common in SB latex, synthetic rubber and styrenics products. We are a leading producer of polystyrene and mABS. We focus our marketing efforts on applications such as appliances and consumer electronics. Within these applications, we have worked collaboratively with customers to develop more advanced grades of plastics such as our HIPS and mABS products. These products offer superior properties, such as rigidity, insulation and colorability, and, in some cases, an improved environmental footprint versus general purpose polystyrene or emulsion ABS. The Styrenics segment also serves the packaging and construction end-use markets.

We believe our growth prospects in Styrenics are further enhanced by recent trends of industry capacity reduction and consolidation, such as the formation of the announced Styrolution joint venture combining certain INEOS and BASF assets and the prior acquisition of INEOSNova by INEOS. We believe our growth prospects are also enhanced by our established manufacturing footprint in high economic growth regions such as China and Latin America and our focus on attractive end markets where improving living standards drive demand for appliances and consumer electronics.

Products and End Uses

Polystyrene.     We are a leading producer of polystyrene and focus on sales to injection molding and thermoforming customers. Our product offerings include a variety of general purpose polystyrene (“GPPS”) and HIPS, which is polystyrene that has been modified with polybutadiene rubber to increase its impact resistant properties. These products provide customers with performance and aesthetics at a low cost across applications, including appliances, packaging, including food packaging and food service disposables, consumer electronics and building and construction materials.

We believe our STYRON^TM brand is one of the longest established brands in the industry and is widely recognized in the global marketplace. We believe our R&D efforts have resulted in valuable, differentiated solutions for our customers. For instance, during the early 2000s, we developed an innovative STYRON A-TECH^TM family of resins that is an advanced polystyrene product allowing customers to balance key properties such as toughness, gloss, stiffness, flow and cost, and provide combinations of properties that were previously not available with standard HIPS. Over the next several years, this product family became the industry standard for this application.

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Styrene Technology Licensing.     We have developed a leading proprietary energy efficient styrene production technology. Historically, this technology has not been offered broadly, but has been licensed to two Dow joint ventures, Siam Styrene Monomer Company and The Kuwait Styrene Company. Offers to license beyond these two entities are under consideration. We also maintain proprietary catalyst technology developed jointly with suppliers in this area, and we granted a license to Süd Chemie to promote and sell our proprietary catalyst formulation to third parties.

Acrylonitrite-Butadiene-Styrene.     We believe we are a leading producer of mABS, marketed under the MAGNUM™ brand. mABS is a variation of ABS that has lower conversion and capital costs compared to the more common emulsion ABS (“eABS”) process. mABS has similar properties to eABS but has greater colorability, thermal stability and lower gloss. mABS products can be manufactured to stricter specifications because it is produced in a continuous process as opposed to the batch process used in eABS. In addition, mABS has environmental benefits such as waste reduction and higher yields. We believe that we are a global leader in mABS based on our own capacity, as well as licensees using our proprietary technology.

Primary end uses for our ABS products include automotive, sheet and appliances. We maintain a significant share of ABS sales into these markets, which we believe is driven by the differentiating attributes of our mABS products, our reputation as a knowledgeable supplier, our broad product mix and our customer collaboration and design capabilities.

Automotive manufacturers have developed innovative solutions in order to meet increasing fuel standards, such as the light-weighting of vehicles. Consequentially, manufacturers have been replacing heavier materials with durable yet lighter materials such as mABS. We expect this trend to continue and believe that our technological capabilities in Styrenics together with our compounding and blending expertise of these products will help drive future growth.

mABS Technology Licensing.     In 2004, we licensed our mABS technology to Sinopec’s Shanghai Gaoquiao Petrochemical Corporation, which built a 200 kMT plant based on our technology. We followed this license with a second license in late 2007 to Huajin Chemical. Huajin Chemical’s plant capacity is 140 kMT.

Styrene-Acrylonitrile.    SAN is composed of styrene and acrylonitrile, which together provide clarity, stiffness, processability, mechanical strength, barrier properties, chemical resistance and heat resistance. Additionally, SAN is typically lower in cost when compared to some other clear polymers.

SAN is used mainly in appliances, consumer goods and sheets, due to its low-cost, clarity and chemical resistance properties. Within our Styrenics business segment, we manufacture SAN under the TYRIL^TM brand name for use in housewares, appliances, automotive, sheet, battery cases and lighting applications. In addition, TYRIL^TM is suitable for self-coloring which adds value in many of these uses.

Expandable Polystyrene.     Although we are a relatively small player in EPS, we believe we have gained the reputation of being a solid and capable supplier with consistent quality and reliability, making us a partner of choice, even among large accounts, particularly in the growth areas of Eastern Europe. EPS is mainly used as a thermal insulator in residential and commercial construction applications. EPS is also used in packaging, as well as a loose fill material for shipping. We market EPS under the trade name SCONAPOR^TM.

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Customers

Our customer centric model focuses on understanding customers’ needs and developing tailored solutions that create value for both parties. For durable applications, we focus our TS&D, R&D and marketing teams on product design engineering initiatives for developing and specifying plastics in the next generation of construction applications, appliances, automotives, and consumer electronics. In non-durable applications, we focus on innovative products that provide clear cost advantages to our customers, serving customers with our cost-advantaged technology and operating excellence. Overall, our R&D/TS&D team devotes approximately two-thirds of its time in styrenics to creating differentiated products for our customers. We have leveraged industry-leading product development and technology capabilities to develop long-standing customer relationships with the majority of our customers, including a number who have purchased from us for more than 20 years. We believe that our global presence is an advantage, allowing us to provide customers with consistent product grades and positioning us to strategically serve growth economies.

Competition

The principal competitors for our Styrenics customers are BASF, Chi Mei, INEOS, LG Chemical and Total.

Industry Outlook

From 2006 to 2010, the polystyrene industry witnessed substantial capacity rationalizations by major producers, such as BASF, INEOS Nova, Lanxess, SABIC, Mitsubishi, and others. During this time, we believe that over 1 million tons of annual U.S. polystyrene capacity, and over 800 thousand tons of European polystyrene capacity were eliminated during this time period. This accounts for approximately 32% and 30% of the 2006 total capacity by region, respectively. Consistent with the broader industry, we participated in these rationalizations by electing to shut down some of our less cost effective European assets and concentrating production at our most competitive facilities.

In addition to improving profitability through cost rationalizations, the polystyrene industry has also benefited from a number of consolidating activities. A number of larger players have enhanced their platforms via acquisitions and joint ventures, such as the formation of the recently-announced Styrolution joint venture combining certain INEOS and BASF assets and the prior acquisition of INEOSNova by INEOS.

The ABS market also witnessed a number of capacity rationalization from 2006 to 2010. The foregoing activities, combined with improved end market demand have resulted in a substantial improvement in operating rates since the economic downturn. Going forward, we anticipated strong ABS demand, driven by favorable growth outlooks within a number of end markets, including the automotive and consumer appliances and electronics industries. Additionally, Asian markets present a unique growth opportunity for ABS producers and our license technology as we expect the growth in these markets to outpace the broader industry.

Engineered Polymers segment

Overview

We are a leading producer of engineered polymers. Our products are predominantly used in automotive, consumer electronics, and construction and sheet end markets, where we believe there will be a strong market recovery. We are focused on differentiated products, which we produce in our compounds and blends manufacturing facilities located across Europe, Asia,

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North America and Brazil. We believe that the strategic locations of these facilities combined with close customer collaboration offers us a strategic advantage in serving our customers. We believe nearly half of our PC products and approximately two-thirds of our compounds and blends products are differentiated, based on their physical properties, performance, or aesthetic advantages. Our history of innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end markets. We have established a strong market presence in the global automotive and electronics sector, targeting both component suppliers and final product manufacturers. Our Engineered Polymers segment also compounds and blends our PC and mABS plastics into differentiated products within these sectors.

We believe growth in this segment is driven by a number of factors, including consumer preference for lighter weight and impact-resistant products. Additionally, we believe growth is bolstered by environmental trends, such as the substitution of lighter-weight plastics for metal in automobiles, as well as more energy efficient, glazing solutions.

Products and End Uses

Our Engineered Polymers segment consists of PC and compounds and blends. PC is an engineering thermoplastic resin. PC has high levels of clarity, impact resistance, temperature resistance and pliancy. PC can be compounded or blended, which imparts specific performance attributes tailored to the product’s end-use. While most PC resin is consumed as is, the rest is generally blended with several other polymers, including ABS and other styrene-based resins. Our compounds and blends business has a significant position in the PC/ABS blends, which combine the heat resistance and impact strength of PC with the processability and weatherability of ABS. In addition, we produce ignition resistant polystyrene. Our primary success driver is our ability to customize products to meet customer needs, and with our history as a leading innovator in PC and compounds and blends, we have established ourselves as a leading supplier of PC products to industry leaders.

Our products for glazing and sheet are marketed under the CALIBRE™ brand name and offer customers a combination of clarity, heat resistance and impact resistance. Glazing and sheet represents our largest PC application, and is a key growth focus for us. Key end markets include the automotive industry, with additional opportunities for growth in the medical space, consumer electronics and other applications such as smart meters casings that require plastics with enhanced weatherability and impact resistance.

For the automotive industry, we manufacture PC blends under the PULSE™ brand, and we innovate collaboratively with our customers to develop performance solutions to meet the industry’s needs, such as removing weight from their vehicles. As a result, we are a key supplier of these products to leading automotive companies in the Americas and Europe. We are also accelerating our development of similar capabilities in rapidly-growing areas such as China.

For the consumer electronics industry, we manufacture our products under the EMERGE™ brand, and management believes that we have substantial growth opportunities in notebooks, smartphones and other handheld devices, as well as flat screen television sets. In serving these markets, we leverage our polymer and compound technologies to meet increasingly stringent performance requirements along with the aesthetic and color-matching requirements which are crucial characteristics for the products involved. The result is that we are a leading and long-standing supplier to many well-known brands. Moreover, our management believes new applications in areas such as LED lighting and medical devices will continue to emerge across the many markets which we serve.

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Customers

We have a history of innovation in our Engineered Polymers business, and are focused on differentiated products, which we believe enhances our growth prospects in this segment. We have a history as a leading innovator in PC and compounds and blends. Our R&D/TS&D team currently devotes approximately two-thirds of its efforts in this segment to developing differentiated products. In many of our segments we develop tailored polymer, compound and process solutions. For segments such as consumer electronics, agile and focused product solution development is a key offering. Our innovation has contributed to long-standing relationships with customers who are recognized leaders in their respective end markets. We also believe our global facilities are an advantage and allow us to provide customers with consistent grades and position us to strategically serve growth economies.

Competition

The principal competitors for our Engineered Polymers customers are Bayer, Mitsubishi, SABIC and Teijin.

Industry Outlook

We believe we are the third largest global producer of PC and PC blends and that our three major competitors represent approximately 60% of the world’s 2011 PC capacity. Other players tend to be smaller and active on a regional basis. We have developed a global, multi-tiered marketing approach targeting the tiered suppliers as well as final product producers which we believe most effectively addresses our customers’ needs.

We believe that automotive manufacturers will continue the practice of light weighting vehicles in order to meet increasing fuel efficiency standards. We anticipate the replacement of traditional heavier materials with light-weight glazing in transportation applications will become prevalent.

Our Relationship with Dow

We plan to continue to leverage Dow’s scale and operational excellence by procuring certain raw materials, utilities, site services, and back-office business services from Dow. In connection with the Acquisition, we entered into several agreements with Dow relating to the provision of certain products and services and other operational arrangements, including:

• an outsourcing service agreement pursuant to which Dow provides certain administrative and business services to us for the operation of the Company beyond the term of our one year transition services, for a term of five years from the Acquisition date;

• supply and sales agreements pursuant to which Dow, among other things, provides us with raw materials, including ethylene, benzene, butadiene and BPA, each for an initial term of up to 10 years from the Acquisition date;

• site services, utilities and facilities agreements pursuant to which Dow provides utilities and site services to certain of our facilities co-located with Dow and we provide the same services to Dow for sites transferred to us, each for an initial term of up to 25 years from the Acquisition date;

• contract manufacturing agreements pursuant to which Dow operates and maintains one of its facilities to produce products for us in Freeport, Texas, and we operate and maintain our SAN facility in Midland, Michigan to produce products for Dow, each for an initial term of up to 25 years from the Acquisition date; and

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• operating services agreements pursuant to which Dow will operate and maintain our SB Latex facility at Rheinmuenster as well as employ and provide almost all of the staff for this facility and we will provide the same services to Dow for their Cumene facility in Terneuzen, each for an initial term of up to 25 years from the Acquisition date.

Pursuant to our agreements with Dow, we have a certain amount of flexibility in terms of the timing of transitioning services to us on a standalone basis and Dow has certain customary rights to terminate such agreements upon a breach by us. We believe these agreements with Dow have enabled us to:

• minimize our startup risk;

• obtain a more competitive cost structure for human resources, finance and information technology support;

• focus our efforts on business development and growth; and

• maximize flexibility and the ability to tailor the services we need as we develop our stand-alone operations.

We have a five-year business services agreement under which Dow provides us with a number of back-office services during this important transitional period for our Company. These services include infrastructure around IT, Supply Chain, Environmental Health and Safety and transactional support for purchasing and customer service. Our employees provide customer service and support. See “Risk Factors—Risks Related to Our Business—Dow provides significant operating and other services, and certain raw materials used in the production of our products, under agreements that are important to our business. The failure of Dow to perform their obligations, or the termination of these agreements, could adversely affect our operations.”

Joint Venture Option Agreement

In connection with the Acquisition and the execution of the Purchase Agreement, on June 17, 2010, the Styron Holdcos entered into a latex joint venture option agreement (the “Latex JV Option Agreement”) with Dow, pursuant to which the Styron Holdcos granted Dow an irrevocable option to purchase 50% of the issued and outstanding interests in a joint venture to be formed by Dow and the Styron Holdcos with respect to the SB Latex business in Asia, Latin America, the Middle East, Africa, Eastern Europe, Russian and India (the “Emerging Markets SB Latex Business”), at a purchase price equal to the fair value attributable to the Emerging Markets SB Latex Business as defined in the Latex JV Option Agreement. The option is exercisable by Dow at any time after the first anniversary of the Latex JV Option Agreement and prior to the earlier to occur of (i) the fifth anniversary of the Latex JV Option Agreement and (ii) the date of the closing of an underwritten initial public offering of the equity interests of the Company; provided, that Dow will not have the right to exercise the option after the 45th day following the date on which the Styron Holdcos provide written notice to Dow that it has filed a registration statement with the SEC relating to this underwritten initial public offering, subject to the completion of the underwritten initial public offering within 180 days of the delivery of this written notice. If Dow exercises its option, Dow and the Styron Holdcos must (i) form the joint venture, (ii) enter into a joint venture formation agreement pursuant to which all of the assets of the Emerging Markets SB Latex Business shall be contributed to the joint venture, (iii) enter into a shareholders agreement with respect to the governance of the joint venture and (iv) enter into customary ancillary agreement with respect to the joint venture and the transfer of the interests in the joint venture to Dow.

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Our Joint Ventures

To supplement our business segments, we have entered into two strategic joint ventures in order to gain access to local markets, minimize costs and accelerate growth in areas we believe have significant business potential.

Americas Styrenics

Launched in 2008, Americas Styrenics is a 50% / 50% joint venture between ourselves and Chevron Phillips Chemical Company. Americas Styrenics competes in polystyrene in North and South America, and produces a range of HIPS and GPPS products. We believe the venture has capitalized on the strong relationships and technology leadership of its parent companies to maintain a strong industry presence and pursue developing opportunities.

Sumika Styron Polycarbonate Limited

Sumika Styron is a 50% / 50% joint venture with Sumitomo Chemical of Japan. The joint venture manufactures a range of PC products and enables us to gain access to the Japanese PC market. Sumika Styron’s facility is located in a highly integrated and efficient manufacturing site, and utilizes industry-leading Dow technology and production processes.

Sources and Availability of Raw Materials

Our raw materials and procurement group is responsible for the ongoing production, sourcing and procurement of raw materials for each of our business segments. The professionals leading this group have extensive experience in the petrochemical industry buying, selling, and swapping commodity raw materials. Our raw materials group seeks to implement the most efficient and reliable raw material strategy for our business segments, including maintaining a balance between contracted and spot purchases as well as internal production of styrene monomer. While Dow provides some raw materials via contract to us, including ethylene, benzene, butadiene and BPA, we develop and implement our Company’s strategy for obtaining additional sources of supply.

Our agreements with Dow range from 1- to 10-year terms with, in some cases, an automatic 2-year renewal. Minimum and maximum monthly contract quantities were established based on historical consumption rates, and our pricing terms are based on commodity indices in the relevant geography. We obtain approximately 45% to 50% of our raw materials from Dow.

From time to time, the prices of key raw materials that we purchase, including benzene, ethylene, styrene, butadiene and BPA, may be volatile. The predominant drivers of volatility for these raw materials are the prices of crude oil and natural gas. However, we have contractual provisions in place which substantially reduce our exposure to such price volatility and protect us from extreme price increases in its key raw materials.

From time to time, the prices of key raw materials that Styron purchases, including benzene, ethylene, styrene, butadiene and BPA, may be volatile. The predominant drivers of volatility for these raw materials are the prices of crude oil and natural gas. However, we have contractual provisions in place intended to substantially reduce Styron’s exposure to such price volatility and protect Styron from extreme price increases in its key raw materials.

Styrene

In addition to purchasing styrene through long-term strategic contracts and opportunistic short-term purchases, we produce raw materials internally from ethylene and benzene at our

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own manufacturing sites, which reduces our logistic costs. Our strategy is to maintain a net short position, allowing us to run our assets at full capacity and/or purchase based on market dynamics. Our strategy allows us to minimize manufacturing fixed cost while being able to adjust our approach according to the market.

We believe our current styrene production processes operate at the industry’s lowest steam-to-oil ratios (“S/O”) resulting in high energy efficiency. This technology also uses proprietary catalyst technology that supports operation in low S/O conditions and enables long runs between turnarounds. In addition, the styrene production process leverages in-house computational fluid dynamic and reaction models to predict catalyst activity over time, at varying operating conditions, to optimize run rates.

We believe that energy efficiency for our latest styrene technology is approximately 30% better than other EBSM producers average and our raw material efficiency is more than 2.0% better than industry average. More recently, in 2008, we developed a new catalyst formulation that should further improve raw material efficiency.

Benzene and Ethylene

Benzene and ethylene are two commodity petrochemicals that make up the vast majority of the raw materials associated with styrene production. Today, Dow supplies us with 100% of our benzene and ethylene through 10-year contracts with automatic 2-year renewals. We have the flexibility to buy 25% of our benzene from alternative sources. We closely monitor these materials and how changes in their costs impact the styrene chain and its downstream derivatives. Our price formulas are based on well-known indices for the region with appropriate large buyer discounts.

Butadiene

Butadiene is an important raw material for the rubber and latex businesses. Dow is our largest supplier for this material, including in Europe where we purchase directly from Dow’s existing butadiene extraction facilities in Europe over the term of a 10-year contract with an automatic 2-year renewal. Other supply sources in Europe include major producers with a mix of one- to five-year contracts at competitive market prices. Outside of the transition period in North America, supply to North America and Asia are exclusively from other major third party producers via supply contracts. As a large purchaser of butadiene, we believe we can continue to secure the raw material reliably at competitive prices.

Bisphenol A

BPA is the major raw material associated with PC production. This raw material is produced by Dow in Stade, Germany and is supplied via pipeline to us through a 5-year supply contract in Europe. We source BPA for our North American operations and Asian joint ventures from other market players.

Manufacturing

Our SB Latex business segment has 13 production sites that are strategically located throughout the world. Management believes these facilities have industry leading quality tracking.

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We manufacture all Synthetic Rubber products at one integrated site at Schkopau, Germany. Management believes that our Synthetic Rubber plant compares favorably to average benchmarks across key cost metrics, and it is recognized as one of the most cost-efficient synthetic rubber production sites in Europe.

We operate our Styrenics business segment on a global basis, including plants in China and our integrated Schkopau, Germany site in close proximity to faster growing regions. Management believes that our polystyrene plants compare favorably to benchmarks across key cost metrics. Additionally, we believe our joint venture with Chevron Phillips Chemical Company LP, Americas Styrenics, is well-positioned to cover North America and emerging opportunities in South America. We manufacture SAN for Dow under an agreement in our Midland, Michigan facility.

Our Engineered Polymers business segment operates on a global basis with manufacturing plants in Stade, Germany and compounding operations in Stade, Germany; Terneuzen, The Netherlands; Hsinchu, Taiwan; and Limao, Brazil. Dow also manufactures for us in Freeport, Texas, using Dow facilities, under an agreement with us. We also have strategic compounding agreements in Asia, North America and Europe and a strategic joint venture with Sumitomo Chemical Co. in Japan. We believe this joint venture partner enables us to gain access to an expanded range of geographies and customers.

Technology

Our R&D activities across our business segments are driven by identified needs in end-use markets. As part of our customer-centric model, the R&D organization interfaces with our sales and marketing teams and directly with customers to determine their product requirements in light of trends in their industries and market segments. This information is used to drive R&D projects that are value-enhancing for both the customer and our Company. We continually seek to address these changing market needs by deploying our R&D capabilities, including:

• Formulation knowledge, which enables accelerated new product development;

• Internal capabilities, such as latex pilot coaters and plastics mini plants;

• Functionalization technology, which is a key capability in our synthetic rubber products that enables us to stay one step ahead in developing new grades for tire products;

• Compounding expertise, which comprises knowledge of the compounding process coupled with formulation knowledge. This expertise facilitates our ability to develop new compounds and blends to meet evolving needs in various businesses; and

• Broad product portfolio providing innovative solutions to customer needs.

Our R&D facilities support our technological capabilities. In addition to our two SB Latex pilot coaters and our product development centers, the Plastics and Emulsion Polymers business units operate “mini plants” in Stade and Schkopau, Germany. These mini plants are used to make samples of experimental products for testing, which we believe is a critical step in our new product development process.

R&D costs are included in expenses as incurred. Our R&D costs for the aggregated year of 2010 and for the years 2009 and 2008 were $49.8 million, $57.4 million and $69.0 million, respectively.

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Sales and Marketing

We have a customer-centric business model that has helped us to develop strong relationships with many customers, with average length of key customer relationships exceeding 20 years. The application development, R&D, TS&D, marketing and sales functions work together to define the customers’ needs and develop customized solutions that create value for both the customer and us and result in greater customer intimacy. This can be seen most clearly in competitive applications such as coated paper and packaging board, automotive, consumer electronics, and glazing and sheet.

Our sales and marketing teams play a key role in realizing this strategy around customized solutions. Our sales and marketing initiatives include:

• Developing a solution-centric approach to sales versus a product-centric approach.    Our sales and marketing teams understand the trends in the industries and applications served by us, and this is critical to identifying changing customer requirements and providing differentiated value-added products.

• Coordinating account teams effectively to develop and implement customer solutions.    We often include sales-people and TS&D engineers in customer activities. Where appropriate, we layer on the skills of our engineers to develop new applications and respond to fast moving market trends.

• Understanding the value chain and effectively deploying our resources across this chain.    In some of our end markets, our immediate customers may be distributors or manufacturers, rather than the original equipment manufacturers. In these instances, our sales and marketing teams may employ a multi-channel marketing approach, developing relationships with the key decision makers across the value chain to ensure we develop differentiated, value-added products. For example, the Styron automotive business markets its products: (1) through distributors, (2) directly to a broad range of small, medium and large parts suppliers, and (3) directly to the auto manufacturers themselves.

Our sales and marketing professionals are primarily located at our facilities or at virtual offices within their respective geographies. We have approximately 200 professionals working in sales and marketing around the world, along with approximately 80 customer service professionals and sell to customers in over 80 countries. We primarily market our products through our direct sales force. All of our direct sales are made by our employees in the regions closest to the given customer. Historically, we have focused the majority of our direct sales efforts on large customers and relied on large distributors for sales to smaller accounts. In addition to the key initiatives outlined above, we intend to increase the amount of customers we serve directly.

Information Systems

We utilize Dow’s Enterprise Resource Planning (“ERP”) software systems to support each of our operations worldwide. We have the right to use Dow’s ERP software applications and infrastructure under the terms of the Master Outsourcing Services Agreement (“MOSA”) and its related functional statements of work. The MOSA is for a term of up to 5 years, beginning on June 18, 2010. Under the terms of the MOSA, Dow extends its work processes and the supporting applications and infrastructure for us to use. Under the MOSA, Dow’s work process expertise centers provide the knowledge-base and documentation required for our personnel to follow work process steps and procedures. Many of the work process applications are classified as highly integrated with related ERP components in order to highlight the complex nature of Dow’s ERP software systems.

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We leverage Dow’s global data / voice network and server infrastructure for desktop computing, email, file sharing, intranet and internet website access, mainframe and midrange computer access and voice communications. Approximately 450 Microsoft Windows based applications are included in the work processes supported under the MOSA. These applications complement a number of other global ERP applications that make up the equivalent of a modern ERP landscape. We use the various ERP applications to manage our day-to-day business processes and relationships with customers and suppliers.

Our manufacturing plants utilize Dow-developed proprietary process control/process automation technology. We are licensed to use this technology and receive support and spare parts through June 2016, with an option to extend through June 2018. We are not permitted to build or substantially expand plants with this automation technology.

Intellectual Property

We attach great importance to patents, trademarks, copyrights and other intellectual property in order to protect our investment in research and development, manufacturing and marketing. We focus on maintaining patents for inventions derived from our customer-centric business model, which we believe maximizes the value of our product portfolio. Our policy is to seek appropriate protection for significant product and process developments in our major markets. Patents may cover products, processes, intermediate products and product uses. Patents extend for varying periods in accordance with the date of patent application filing and the legal life of patents in the various countries. The protection afforded, which may also vary from country to country, depends upon the type of patent and its scope of coverage.

Our “Developed Technology” represents our internal functional technology that enables us to develop new products to meet the evolving business needs and competitively produce our existing products. We estimated the useful life of Developed Technology based upon our predecessor company’s history of using its similar technology and the projected cash flows related to this technology for approximately 15 years.

In most industrial countries, patent protection may be available for new substances and formulations, as well as for unique applications and production processes. However, given the geographical scope of our business and our continued growth strategy, there are regions of the world in which we do business or may do business in the future where intellectual property protection may be limited and difficult to enforce. We maintain strict information security policies and procedures wherever we do business. Such information security policies and procedures include data encryption, controls over the disclosure and safekeeping of confidential information, as well as employee awareness training. Moreover, we monitor our competitors’ products and, when we deem appropriate, we vigorously challenge the actions of others that conflict with our patents, trademarks and other intellectual property rights.

As patents expire, the products and processes described and claimed in those patents become generally available for use by the public. We do not believe that the loss of all of the patents of ours that are scheduled to expire in the next 3 years would materially adversely affect our business or financial results.

We use trademarks as a means of differentiating our products. We protect our trademarks vigorously against infringement where we deem appropriate.

Dow has either transferred to us or granted perpetual, royalty-free licenses to us of the intellectual property of Dow that was used to operate the Styron business segments prior to the Acquisition, which we believe will enable us to operate such business segments in substantially

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the same way as they were operated by Dow prior to the Acquisition. Such intellectual property includes certain processes, compositions and apparatus used in the manufacture of our products. In addition to our license to use the intellectual property retained by Dow in the Styron business segments, we are licensed to use the intellectual property that has been retained by Dow to the extent necessary to perform our obligations under the contracts transferred to us in the Acquisition and to use such intellectual property (other than patents) for products outside the Styron business segments, subject to certain limitations. Although these defined areas are sufficient to allow us to operate our current businesses, new growth opportunities with new products may fall outside these defined areas. Therefore, our ability to develop new products outside of these defined areas may be impacted by intellectual property that has been retained by Dow. We have the right, with Dow’s cooperation, to directly enforce the patents that are exclusively licensed to us by Dow, but nothing obligates Dow to enforce against third parties the intellectual property rights of Dow that are licensed to us on a non-exclusive basis.

We own over 400 patents and over 300 pending patent applications, that have been issued by or filed in various jurisdictions throughout the world, relating to various aspects of the Company’s businesses, such as: material formulations, material process technology and various end-use industrial applications for our materials.

Environmental and Other Regulation

Obtaining, producing and distributing many of our products involves the use, storage, transportation and disposal of toxic and hazardous materials. We are subject to extensive, evolving and increasingly stringent national and local environmental laws and regulations, which address, among other things, the following:

• emissions to the air;

• discharges to soils and surface and subsurface waters;

• other releases into the environment;

• generation, handling, storage, transportation, treatment and disposal of waste materials;

• maintenance of safe conditions in the workplace;

• registration and evaluation of chemicals;

• production, handling, labeling or use of chemicals used or produced by us; and

• stewardship of products after manufacture.

Some of our products are also subject to food contact regulations.

We maintain policies and procedures to monitor and control environmental, health and safety risks, and to monitor compliance with applicable state, national, and international environmental, health and safety requirements. Our environmental, health and safety compliance and management programs make use of Dow’s mature programs. We are also committed to the American Chemistry Council Responsible Care^® Guiding Principles for our global facilities. We have a staff of professionals who are responsible for environmental health, safety and product regulatory compliance. Additionally, we have services agreements with Dow to provide environmental health and safety services for certain of our facilities and they provide auditing services for all of our facilities. Nonetheless, we cannot provide assurance that we will at all times be in full compliance with such requirements. It is anticipated that stringent environmental regulations will continue to be imposed on us and our industry in general.

Regarding the NTP’s recent classification of styrene monomer as “reasonably anticipated to be a carcinogen,” we have not seen customers give any indication of moving away from

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styrenics products due to this recent NTP classification, nor do we expect to see that action from them as the benefits of our products are valued by our customers. It is our view that there are no simple substitutes for our products that can deliver the same performance, quality, safety and cost effectiveness as the current set of products our customers buy from us.

We are actively responding through direct communication to our customers and employees to address perceptions and concerns. Our trade associations—the SIRC and the American Chemistry Council—are actively managing this issue on behalf of our company, through political advocacy, media relations, legal action, and scientific and regulatory activities. Many of our customers are actively engaging in this advocacy also, because they share our view that the reclassification in NTP is unfounded and are committed to protecting their business and downstream markets.

Sustainability and Climate Change

The Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into force in 2005 and attention is now focused on development of a post-2012 international policy framework to guide international action to address climate change when the Kyoto Protocol expires in 2012. Proposed and existing legislative efforts, including those under the EU’s Emission Trading Scheme and the United States’ Clean Air Act, to control or limit greenhouse gas emissions could not only increase the cost of compliance but could also affect our energy source and supply choices and increase the cost of energy and raw materials derived from fossil fuels. Such efforts are also anticipated to provide the business community with greater certainty for the regulatory future, help guide investment decisions, and drive growth in demand for low-carbon and energy-efficient products, technologies, and services.

We track our greenhouse gas emissions, and we have been taking action to reduce our greenhouse gas emissions. One such example is our latex plant in Dalton, Georgia, which runs almost entirely on alternative energy and significantly reduces CO₂ and greenhouse gas emissions, by using LOMAX™ Technology. Named for its focus on delivering materials with lower environmental impact with maximum performance, LOMAX^TM Technology uses methane gas collected from a nearby landfill as the primary energy source to manufacture our latex for carpet backing and reduces the product’s carbon footprint by 25%. Because the methane is being harnessed for energy instead of being released into the atmosphere, LOMAX^TM Technology reduced CO₂ emissions by almost 17 million pounds in 2010.

Chemical Registration

The goal of the U.S. Toxic Substances Control Act (“TSCA”) is to prevent unreasonable risks of injury to health or the environment associated with the manufacture, processing, distribution in commerce, use, or disposal of chemical substances. Under TSCA, EPA has established reporting, record-keeping, testing and control-related requirements for new and existing chemicals. In September 2009, EPA announced its comprehensive approach to enhance the EPA’s current chemicals management program under TSCA, including development of action plans. The EPA’s actions on chemicals may include initiating regulatory action to label, restrict, or ban a chemical, or to require submission of additional data needed to determine the risk a chemical may pose. Also in 2009, the EPA announced its “Essential Principle for Reform of Chemicals Management Legislation.” The latest legislative initiative to overhaul TSCA, the Safe Chemicals Act of 2011, was introduced in Congress in April 2011. This bill would require safety testing of all chemicals and could result in the need to disclose confidential business information relating to chemical safety. We are monitoring these developments.

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In June 2007, the European Union regulatory framework concerning REACH went into effect. REACH requires manufacturers and importers to gather information on the properties of their substances that meet certain volume or toxicological criteria and register the information in a central database to be maintained by the European Chemicals Agency. Complete registrations containing extensive data on the characteristics of the chemical will be required in three phases, depending on production usage or tonnage imported per year, and the toxicological criteria of the chemical. The first registrations for substances that were preregistered in 2008 were required in 2010; subsequent registrations are due in 2013 and 2018. New substances that will be manufactured or imported need to be registered prior to being placed on the market. We completed the 2010 registrations. By June 1, 2011 and thereafter, as the candidate list is updated, companies must notify the European Chemicals Agency and downstream users of products containing above 0.1% of substances of very high concern on the candidate list for authorization. There are now 46 such substances and the notice process may create pressure for substitution away from these substances. By June 1, 2013, the Commission will review whether substances with endocrine disruptive properties should be authorized if safer alternatives exist. Unfavorable decision-making could substantially impact certain raw materials used by the Company, notably BPA. Although BPA has not been proven to be an endocrine disrupter, there are no viable substitutes for BPA in polycarbonates at present. Styrene is a monomer also under scrutiny due to its hazard characterization. Even with these caveats, management does not expect that the costs to comply with REACH will be material to the Company’s operations and consolidated financial position.

Environmental Proceedings

Prior to our separation from Dow, EPA conducted a multimedia investigation at Dow’s Midland, Michigan sites, including the ABS site which we now operate. The investigation uncovered a number of alleged violations, including of the Clean Air Act’s leak detection and repair program (“LDAR”). LDAR requires chemical and petroleum companies to control fugitive emissions of hazardous air pollutants that occur from valves, pumps, flanges, connectors and other piping components. We, Dow and the United States are in the process of executing a consent decree, which will be filed with the District Court in Michigan, that provides that Dow will implement an enhanced LDAR program at our ABS facility over a five year period, which is intended to reduce further fugitive emissions at the ABS facility. We are not a defendant in the action, but under the decree, we or any future owner of the affected equipment will be responsible for performing an enhanced LDAR program at the ABS facility should Dow fail to perform, though we believe this is unlikely. Dow’s failure to perform would subject it to significant stipulated penalties. An implementation agreement has been negotiated between us and Dow, which provides that Dow will bear the costs of the enhanced LDAR program.

Environmental Remediation

Environmental laws and regulations require mitigation or remediation of the effects of the disposal or release of chemical substances. Under some of these regulations, as the current owner or operator of a property, we could be held liable for the costs of removal or remediation of hazardous substances on or under the property, without regard to whether we knew of or caused the contamination, and regardless of whether the practices that resulted in the contamination were permitted at the time they occurred. Many of our production sites have an extended history of industrial use, and it is impossible to predict precisely what effect these laws and regulations will have on us in the future. Soil and groundwater contamination has occurred at some of the sites, and might occur or be discovered at other sites. Subject to limitations, Dow is obligated to indemnify and hold us harmless with respect to releases of

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hazardous material that existed at our sites prior to our separation from Dow in June 2010. However, we cannot be certain that Dow will fully honor the indemnity or the indemnity will be sufficient to satisfy all claims that we may incur. In addition, we face the risk that future claims might fall outside of the scope of the indemnity, particularly if we experience a release of hazardous materials that occurs in the future or at any time after our separation from Dow. We do not currently have any obligations for environmental remediation on our properties or Superfund sites.

Environmental Programs

We have comprehensive environmental, health and safety compliance and management programs in place to help assure compliance with applicable regulatory requirements and with internal policies and procedures, as appropriate. We use Dow’s mature environmental health and safety programs as a cornerstone of our programs and have contracts in place with Dow for environmental, health and safety expertise. Each facility has developed and implemented specific critical occupational health, safety, environmental, security and loss control programs. We participate in the chemical industry’s Responsible Care^® initiative and have implemented a number of environmental and quality management systems including ISO 14001 at many of our facilities.

Facility Security

We recognize the importance of security and safety to our employees and the community. Physical security measures have been combined with process safety measures (including the use of inherently safer technology), and emergency response preparedness into an integrated security plan. We have conducted vulnerability assessments at our operating facilities in the U.S. and high priority sites worldwide and identified and implemented appropriate measures to protect these facilities from physical and cyber attacks.

In April 2007, the Department of Homeland Security (“DHS”) issued an interim final rule that establishes risk-based performance standards for the security of U.S. chemical facilities. Covered chemical facilities are required to prepare Security Vulnerability Assessments that identify facility security vulnerabilities and to develop and implement Site Security Plans that include measures satisfying the identified risk-based performance standards. The rule contains associated provisions addressing inspections and audits, recordkeeping, and the protection of information that constitutes Chemical-terrorism Vulnerability Information. DHS can seek compliance through the issuance of Orders, including Orders Assessing Civil Penalty and Orders for the Cessation of Operations.

In June 2008, DHS notified those facilities that were preliminarily determined to be covered by the rule’s security requirements. Our facilities that were preliminarily determined to be covered conducted and submitted security vulnerability assessments to DHS or have otherwise complied with DHS requirements. Effort and resources in assessing security vulnerabilities and taking steps to reinforce security at its chemical manufacturing facilities will continue to be required to comply with DHS requirements but are not anticipated to be material.

Description of Property

We own and operate 67 production units at 20 sites around the world. In addition, we source products from another 16 production units at 8 joint venture sites (one co-located with Dow) and 3 production units at 2 third-party producer sites. We also own or lease other properties, including office buildings, warehouses, research and development facilities, testing facilities and sales offices.

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Our production facilities, including our joint ventures and sites retained by Dow on which we are co-located, have the capacity to produce an aggregate capacity of 5,677 kMT of our entire product portfolio. We have the capacity to produce 1,115 kMT of SB Latex and Synthetic Rubber products in our Emulsion Polymers business unit. We also have the capacity to produce 2,812 kMT of Styrenics and Engineered Polymers products in our Plastics business unit, of which 1,792 kMT represents polystyrene production. Three of our production facilities produce styrene intermediate products with a total capacity of 1,750 kMT, of which 950 kMT is produced from a U.S. production site operated under our Americas Styrenics joint venture.

The following table sets forth a list of our production sites as of March 31, 2011:

Site Name	Location		Products
Trinseo
Allyn’s Point*		USA (CT)		Latex
Altona		Australia		Latex
Boehlen		Germany		Styrene monomer
Dalton		USA (GA)		Latex
Guaruja		Brazil		Latex
Hamina		Finland		Latex
Hsinchu		Taiwan		Compounds and blends
Limao		Brazil		Compounds and blends
Livorno		Italy		Latex
Merak		Indonesia		Latex, polystyrene
Midland		USA (MI)		Polystyrene, ABS, latex
Norrkoping		Sweden		Latex
Rheinmunster		Germany		Latex
Schkopau		Germany		ESBR, SSBR, PBR, polystyrene, EPS
Stade		Germany		PC, compounds and blends
Terneuzen		The Netherlands		SB Latex, polystyrene, ABS, compounds and blends, SAN, styrene monomer
Tessenderlo		Belgium		Polystyrene
Tsing Yi		Hong Kong SAR, China		Polystyrene
Ulsan		Korea		Latex
Zhangjiagang		China		Latex, polystyrene
Americas Styrenics
Allyn’s Point*		USA (CT)		Polystyrene
Cartagena		Colombia		Polystyrene
Hanging Rock		USA (OH)		Polystyrene
Joliet		USA (IL)		Polystyrene
Marietta		USA (OH)		Polystyrene
St. James		USA (LA)		Styrene monomer
Torrance		USA (CA)		Polystyrene
Sumika Styron
Niihama		Japan		PC

* Co-located on one shared site.

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We believe that our properties and equipment are generally in good operating condition and are adequate for our present needs. Production capacity at our sites can vary depending upon raw materials, product mix and operating conditions.

Our global production facilities are certified to ISO 9001 standards. Our manufacturing facilities have established reliability and maintenance programs and leverage production between sites to maximize efficiency.

All plants have similar layouts, technology and manufacturing processes, based on the product being manufactured. We believe this global uniformity creates a key competitive advantage for us, and helps lower overall operating costs.

For more information on environmental issues associated with our properties, see “Business—Environmental and Other Regulation.” Additional information with respect to our property, plant and equipment and leases is contained in Note G to our financial statements.

Employees

As of March 31, 2011, we had approximately 2,100 full-time employees worldwide. Nearly 90% of our personnel are located at the various manufacturing sites, research and development, pilot coating, paper fabrication and testing and technology centers. The remainder are located at virtual locations or are geographically dispersed marketing and sales personnel. Our Midland, Michigan site is the only U.S. facility with union representation for its approximately 25 hourly operations personnel. Other locations with union or work council representation include Altona, Australia; Limao, Brazil; Hamina, Finland; Norrkoping, Sweden; Livorno, Italy; Merak, Indonesia; and Schkopau and Boehlen, Germany for a total of 1,100 union represented personnel as of March 31, 2011. Locations in the Pacific and Europe are represented by work councils or other labor organizations. We consider relations with our personnel and the various labor organizations to be good. There have been no labor strikes or work stoppages in these locations in recent history.

The following table provides a breakdown of the approximate number of our employees by job function and geographic area, as of March 31, 2011.

	Europe		South America		North America		Asia/ Pacific		Total
Manufacturing & Engineering		876		54		145		186		1,261
Sales & Marketing		93		18		43		55		209
Research & Development		110		—		41		31		182
Supply Chain		89		9		51		44		193
Customer Service		37		10		11		21		79
EH&S		15		—		9		7		31
Business Administration—HR—Public Affairs		20		—		12		10		42
Finance		19		5		29		12		65
Total		1,259		96		341		366		2,062

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Legal Proceedings

From time to time we may be subject to various legal claims and proceedings incidental to the normal conduct of our business, relating to such matters as product liability, antitrust/competition, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims, we do not believe that the ultimate resolution of these claims will have a material adverse effect on our results of operations, financial condition or cash flow.

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MANAGEMENT

Below is a list of the names and ages (as of June 27, 2011) of our directors and executive officers and a brief account of the business experience of each of them. The business address of most of our executives is 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312.

Name	Age	Position
Christopher D. Pappas	55	Director, President & Chief Executive Officer
Richard J. Diemer, Jr.	52	Executive Vice President & Chief Financial Officer
Curtis S. Shaw	62	Executive Vice President & General Counsel
Marco Levi	51	Vice President—General Manager, Emulsion Polymers
Paul F. Moyer	49	Vice President—General Manager, Plastics
E. Jeffery Denton	45	Vice President—Shared Services and Feedstocks
Catherine C. Maxey	45	Vice President—Public Affairs and Business Intelligence
Marilyn N. Horner	53	Senior Vice President—Human Resources
Ailbhe Jennings	48	Director
Seth A. Meisel	38	Director
Michel G. Plantevin	54	Director
Mark A. Verdi	44	Director
Stephen M. Zide	51	Director

Our Directors

We believe that our board of directors is, and we intend that it continue to be, composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and have highlighted the specific experience, qualifications, attributes, and skills that led to the conclusion that each board member should serve as a director in the individual biographies below.

Christopher D. Pappas, Director, President & Chief Executive Officer.     Mr. Pappas, 55, joined the Company as President & Chief Executive Officer in June 2010. Prior to joining the Company, Mr. Pappas held a number of executive positions at NOVA Chemicals from July 2000 to November 2009 of increasing responsibility, most recently as President and Chief Executive Officer of NOVA Chemicals from May 2009 to November 2009, President & Chief Operation Officer from October 2006 to April 2009 and Vice President and President of Styrenics from July 2000 to September 2006. Before joining NOVA Chemicals, Mr. Pappas was Commercial Vice President of DuPont Dow Elastomers where he joined as Vice President of ethylene elastomers in 1995. Mr. Pappas began his chemicals career in 1978 with Dow where he held various sales and managerial positions until 1995. Mr. Pappas is a former member of the Board of Directors of Allegheny Energy, NOVA Chemicals, and Methanex Corp. Mr. Pappas holds a Bachelor of Science degree in Civil Engineering from the Georgia Institute of Technology and an MBA from the Wharton School of Business at The University of Pennsylvania. Mr. Pappas is highly qualified to serve on the board by his more than 30 years of management experience with major companies in the chemical industry, by his previous service as a director of the corporations noted above, and by his leadership of the Company since its formation. In these roles he has also acquired and demonstrated substantial financial expertise which is valuable to the Company’s board.

Ailbhe Jennings, Director.     Ailbhe Jennings, 48, has served as a member of our board of directors since the Acquisition. She has also served, on a part time basis, as Corporate Manager at BMO Nesbitt Burns Trading Corp SA since 2002 and Bombardier since 2002. Ms. Jennings

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has been employed by Bain Capital since 2002 and is on the boards of all of Bain Capital’s Luxembourg companies. Prior to joining Bain Capital in 2002, Ms. Jennings was a deputy managing director and finance director at Banque Pictet, Luxembourg. Prior to this she was a senior audit manager and a Luxembourg Réviseur d’Entreprises with KPMG Luxembourg. Ms. Jennings has 25 years professional experience in the Luxembourg financial services sector. She is a Fellow of the Institute of Chartered Accountants in Ireland and holds an MBA from The Open University (UK). Ms. Jennings brings to the board significant audit experience and broad knowledge of accounting.

Seth A. Meisel, Director.     Seth Meisel, 38, became a director of our Company in January 2011. Mr. Meisel is a Principal at Bain Capital, where he has been employed since 1999. Prior to joining Bain Capital, Mr. Meisel worked as a consultant and manager at Mercer Management Consulting in the industrial, financial services and retail industries. Mr. Meisel also serves on the Board of Directors of Unisource Worldwide, Inc. and Sensata Technologies Holding N.V. Mr. Meisel received an MBA from Harvard Business School where he was a Baker Scholar and an undergraduate degree from Princeton University. Mr. Meisel brings to the board broad knowledge of, and expertise in, mergers, acquisitions and financing. In addition, Mr. Meisel has had significant involvement with the Company since the Acquisition, and has served as a director of numerous public and private companies during his career in private equity and consulting.

Michel G. Plantevin, Director.     Michel Plantevin, 54, has served as a member of our board of directors since the Acquisition in 2010. Mr. Plantevin is a Managing Director of Bain Capital. Prior to joining Bain Capital in 2003, Mr. Plantevin was a Managing Director of Goldman Sachs International in London, initially in the Investment Banking division, then in the Merchant Banking division (PIA). Prior to Goldman Sachs International, he was a consultant with Bain & Company in London and later headed the Bain & Company Paris Office as a Managing Director. He also serves as a director of FCI S.A., Brakes Group, NXP Semiconductors N.V. and IMCD. Mr. Plantevin received an MBA from Harvard Business School and an undergraduate and Masters degree in Engineering from the Ecole Supérieure d’ Electricité (Supélec) in France. Mr. Plantevin brings to the board an expertise in business strategy and operational improvement gained from his extensive experience as a strategy consultant in the Paris and London offices of Bain & Company and then as a private equity professional. Mr. Plantevin has also had significant involvement with our Company since the Acquisition, and has served as a director of numerous public and private companies during his career in private equity, investment banking and consulting.

Mark A. Verdi, Director.     Mr. Verdi, 44, has served as a member of our board of directors since the Acquisition in 2010. Mr. Verdi is currently a Managing Director in the Portfolio Group of Bain Capital, having joined the firm in 2004. Mr. Verdi serves on the board of managers of OSI Restaurant Partners and on the board of directors of Burlington Coat Factory Warehouse Corporation. Prior to joining Bain Capital, Mr. Verdi worked at IBM Global Services from 2001 to 2004. From 1996 to 2001, Mr. Verdi served as Senior Vice President of Finance and Operations and a member of the board of directors of Mainspring, Inc., a publicly held strategy consulting firm. From 1988 to 1996, Mr. Verdi held various positions at PricewaterhouseCoopers. Mr. Verdi received an M.B.A. from Harvard Business School and a B.S. from the University of Vermont. Mr. Verdi brings to the board significant experience in operations gained from his position as a Managing Director in the Portfolio Group of Bain Capital and from his positions at IBM and Mainspring. Additionally, Mr. Verdi has been highly involved with our Company since the Acquisition, and has served as a director of numerous public and private companies during his career in private equity, finance and operations.

Stephen M. Zide, Director.     Stephen Zide, 51, became a director of our Company in 2010 upon consummation of the Acquisition. Mr. Zide has been a Managing Director of Bain Capital

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since 2001 and joined the firm in 1997. From 1998 to 2000, Mr. Zide was a Managing Director of Pacific Equity Partners, a strategic partner of Bain Capital in Sydney, Australia. Prior to joining Bain Capital, Mr. Zide was a partner of the law firm of Kirkland & Ellis LLP. Mr. Zide is also a director of Innophos Holdings, Inc., HD Supply Inc., Sensata Technologies Holding N.V. and The Weather Channel. Mr. Zide received an MBA from Harvard Business School, a JD from Boston University School of Law and a bachelor’s degree from the University of Rochester. Mr. Zide brings to the board extensive knowledge and expertise in strategy, mergers, and acquisitions gained from his training and experience as a legal advisor and then as a private equity professional. In addition, Mr. Zide has had significant involvement with the Company since the Acquisition, and has served as a director of numerous public and private companies during his career in private equity and law.

Our Executive Officers

Biographical information concerning our President and Chief Executive Officer, who also serves as a member of our board of directors, is set forth above under “—Our directors.”

Richard J. Diemer, Jr., Executive Vice President & Chief Financial Officer.     Mr. Diemer, 52, joined the Company as Executive Vice President & Chief Financial Officer in September 2010. Prior to joining the Company, Mr. Diemer most recently was Senior Vice President and Chief Financial Officer at Albemarle Corporation, based in Baton Rouge, Louisiana, from September 2005 until August 2010. Prior to joining Albemarle, Mr. Diemer served as corporate controller of Honeywell International (and predecessor Allied-Signal Inc.) from 1997 to 1999, Vice President and Chief Financial Officer of Honeywell’s Specialty Materials business from 1999 to 2001, and senior portfolio manager equities for Honeywell Capital Management from 2001 to 2005. Mr. Diemer began his business career with KPMG in 1980 where he served until 1997. Over a 17-year career with KPMG, Mr. Diemer spent time in KPMG’s New Jersey practice, executive office and London office and served as both an audit and SEC reviewing partner. Mr. Diemer is a graduate of the University of Virginia’s McIntire School of Commerce.

Curtis S. Shaw, Executive Vice President & General Counsel.     Mr. Shaw, 62, joined the Company as Executive Vice President & General Counsel in July 2010. He is responsible for all legal affairs for Trinseo, and is a member of the Trinseo Executive Leadership Team. Previously he served as Executive Vice President, General Counsel and Corporate Secretary of Celanese Corporation from April 2005 to March 2009. Prior to that, Mr. Shaw served as Executive Vice President, General Counsel and Secretary of Charter Communications from 2003 to April 2005, and, prior thereto, as its Senior Vice President, General Counsel and Secretary from 1997 to 2003. He served as Corporate Counsel at NYNEX Corporation from 1988 to 1996. Mr. Shaw joined Occidental Chemical Corporation in 1983, where he served in positions of increasing responsibility until 1987, culminating with the position of Vice President and General Counsel of the Electrochemicals, Detergents & Specialty Chemicals Division. Prior thereto, he served in various legal roles at Olin Corporation. He began his career in private practice at Mudge Rose Guthrie & Alexander and at Shearman & Sterling from 1973 to 1980. Mr. Shaw received a J.D. Degree from Columbia University School of Law in 1973, and B.A. Degree with honors in Economics from Trinity College in 1970.

Marilyn N. Horner, Senior Vice President—Human Resources.     Ms. Horner, 53, joined the Company as Senior Vice President of Human Resources in January 2011. Prior to joining the Company Ms. Horner held a number of executive positions at NOVA Chemicals where she started her career in 1988. Most recently she served as the Senior Vice President and Chief Human Resources Officer for NOVA Chemicals from 2008 to December 2010. Ms. Horner also held the positions of Vice President Finance and Controller, Olefins / Polyolefins Division; Vice

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President Human Resources and Organizational Effectiveness; and Vice President to the Chief Executive Officer. Ms. Horner serves as on the board of trustees for Point Park University and formerly served on the board of trustees for the University of Alberta. Ms. Horner holds a Bachelor of Commerce degree and an MBA from the University of Windsor, Ontario, Canada.

Catherine C. Maxey, Vice President—Public Affairs and Business Intelligence.     Ms. Maxey, 45, joined the Company as Vice President—Public Affairs and Business Intelligence in June 2010. Previously she held positions of increasing responsibility at The Dow Chemical Company, which she joined in 1988, most recently as Public Affairs director for Mergers & Acquisitions, Joint Ventures, Dow Portfolio Optimization/Divestitures and Manufacturing and Engineering from March 2009 until June 2010. Prior to that, she served as vice president of Public Affairs and Communications for K-Dow Petrochemicals, a planned JV that was later cancelled from June 2008 until March 2009 and Business Public Affairs Director for Performance Chemicals from 2003 to June 2008. She formerly served on the board of the Literacy Council of Midland County. Ms. Maxey received a bachelor’s degree in journalism/science writing from Lehigh University.

E. Jeffery Denton, Vice President—Shared Services and Feedstocks.     Mr. Denton, 45, joined the Company as Vice President—Shared Services and Feedstocks in June 2010 and is responsible for the Company’s feedstocks, purchasing and shared service operations. He previously served in a similar role at Styron (when it was a division of Dow) from September 2009 until June 2010 and as the Director of Joint Venture Implementation at Dow, implementing Americas Styrenics & K-Dow from February 2006 until September 2009. Prior to that, he served as Product Director of Dow Polystyrene and Commercial Manager of Dow Polystyrene and Engineering Plastics from 1998 to January 2007. Mr. Denton received a bachelor’s degree in business administration from Alma College.

Marco Levi, Vice President—General Manager, Emulsion Polymers.     Mr. Levi, 51, joined the Company as Vice President—General Manager in June 2010 and is responsible for the global leadership of the Company’s Emulsion Polymers business. Previously, Mr. Levi was General Manager, Emulsion Polymers of Styron (when it was a Dow division) from July 2009 until June 2010. Prior to that, Mr. Levi was global business unit director for Dow Elastomers and Specialty Plastics from February 2009 until July 2009, global business director for Dow Elastomers from February 2008 until February 2009 and global business director for Specialty Plastics at Dow from November 2006 until February 2008. In these roles, he was responsible for the Elastomers, Plastic Additives, Specialty Packaging and Films and Synthetic Rubber businesses. Prior to that, he was sales director for Thermoset from March 2004 until November 2006. Mr. Levi received a bachelor’s degree in industrial chemistry from the Università degli Studi in Milan, Italy, in 1984.

Paul F. Moyer, Vice President—General Manager, Plastics.     Mr. Moyer, 49, joined the Company as Vice President—General Manager in June 2010 and is responsible for the global leadership of the Company’s Plastics platforms. Mr. Moyer previously served as the global business director of Styrenics at Dow from January 2009 until June 2010. He joined Dow in 1986 and served in positions of increasing responsibility until 2010. Mr. Moyer serves on the board of Americas Styrenics and Sumika Styron. He holds a bachelor’s degree in marketing from Michigan State University. In addition, he attended Babson College in 1995, Thunderbird in 1999, IMD in 2001, and the HH Dow Academy in 2008. He is a member of the Operating Committee for the Plastics Division of the American Chemistry Council.

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Corporate Governance

Board Composition

Prior to the completion of this offering, our articles of association will provide that our board of directors shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. Initially, our board of directors will consist of nine members. Any additional directorships resulting from an increase in the number of directors may only be filled by the directors then in office. The term of office for each director will be until the earlier of his or her death, resignation or removal. Shareholders will elect the directors each year at our annual meeting.

Controlled Company

Upon completion of this offering, affiliates of Bain Capital will continue to control a majority of the voting power of our outstanding ordinary shares. As a result, we will be a “controlled company” under the corporate governance standards. As a controlled company, exemptions under the standards will free us from the obligation to comply with certain corporate governance requirements, including the requirements:

• that a majority of our board of directors consists of “independent directors,” as defined under the rules of the             ;

• that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• for an annual performance evaluation of the nominating and governance committees and compensation committee.

These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and rules with respect to our audit committee within the applicable time frame.

Board Committees

Prior to the completion of this offering, our board of directors will have established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition, duties and responsibilities of these committees is as set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee.     The Audit Committee will be responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our accounting

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principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (7) overseeing our legal compliance process; (8) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (9) reviewing and approving related party transactions.

Upon completion of this offering, our Audit Committee will consist of                                         . Our board of directors has determined that             will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. Our board of directors will adopt a new written charter for the Audit Committee, which will be available on our corporate website at Trinseo.com upon the completion of this offering. Our website is not part of this prospectus.

Compensation Committee.     The Compensation Committee will be responsible for, among other matters: (1) reviewing key associate compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, chief executive officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administration of stock plans and other incentive compensation plans.

Upon completion of this offering, our Compensation Committee will consist of                                         . Our board of directors will adopt a written charter for the Compensation Committee, which will be available on our corporate website at Trinseo.com upon the completion of this offering. Our website is not part of this prospectus.

Nominating and Corporate Governance Committee.     Our Corporate Governance and Nominating Committee will be responsible for, among other matters: (1) identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; (2) overseeing the organization of our board of directors to discharge the board’s duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; and (4) developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us.

Upon completion of this offering, our Corporate Governance and Nominating Committee will consist of                                         . Our board of directors will adopt a written charter for the Corporate Governance and Nominating Committee, which will be available on our corporate website at Trinseo.com upon the completion of this offering. Our website is not part of this prospectus.

Compensation Committee Interlocks and Insider Participation.     No interlocking relationships exist between the members of our board of directors and the board of directors or compensation committee of any other company.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct applicable to all of our directors, officers and employees, and a Code of Financial Ethics applicable to our principal executive, financial and accounting officers, and all persons performing similar functions. A copy of each of those Codes is now and will continue to be available on our corporate website at www.trinseo.com. We expect that any amendments to these Codes, or any waivers of their requirements, will be disclosed on our website. Our Code of Business of Conduct is supported by a number of subsidiary policies which are specifically referenced on the Code, and several of which are also available on our corporate website. Our website is not part of this prospectus.

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Compensation of Directors and Executive Officers

Our compensation approach is necessarily tied to our stage of development. Prior to this offering, we were a privately-held company. As a result, we have not been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors to be independent or relating to the formation and functioning of board committees, including audit, compensation and nominating committees. Most, if not all, of our prior compensation policies and determinations, including those made for 2010, have been the product of negotiations between the named executive officers and our Chief Executive Officer and/or board of directors.

For purposes of this compensation section, “Named Executive Officer” (“NEO”) of the Company means Christopher D. Pappas, President and Chief Executive Officer; Richard J. Diemer, Jr., Executive Vice President and Chief Financial Officer; Curtis S. Shaw, Executive Vice President and General Counsel; Marco Levi, Vice President—General Manager, Emulsion Polymers and Paul F. Moyer, Vice President—General Manager, Plastics.

Our compensation philosophy and programs for the most part have been adopted from our former owner Dow. The objectives of our compensation policies and programs are to attract, motivate, reward and retain key talent through competitive and cost effective approaches that reinforce executive accountability and reward the achievement of business results. As a new privately-held company, when establishing compensation for our NEOs and other executive officers some certain elements of compensation have been the product of negotiations between the named executive officers and our Chief Executive Officer and/or board of directors.

In connection with this offering, our board of directors will form a compensation committee to oversee and administer our compensation arrangements, including our 2011 annual performance award plan (each, described below). We expect that following this offering, our Chief Executive Officer will review annually each other named executive officer’s performance with the compensation committee and recommend appropriate base salary, cash performance awards and grants of long-term equity incentive awards for all other executive officers. Based upon the recommendations of our Chief Executive Officer and in consideration of certain objectives and philosophies described above, the compensation committee will approve the annual compensation packages of our executive officers other than our Chief Executive Officer. We also expect that the compensation committee will annually analyze our Chief Executive Officer’s performance and determine his base salary, cash performance awards and grants of long-term equity incentive awards based on its assessment of his performance with input from any independent third party consultants engaged by the compensation committee.

The total aggregate compensation paid to our named executive officers was $3.8 million during the period from June 17, 2010 through December 31, 2010. To date, we have not provided cash compensation to directors for their services as directors or members of committees of the board of directors.

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2010 Summary Compensation Table

The following table sets forth certain information with respect to compensation for the period from June 17, 2010 through December 31, 2010 earned by, awarded to or paid to our named executive officers.

Name and Position	Year		Salary ($)(1)		Bonus ($)		Incentive Share Awards ($)(2)		Defined Benefit Compensatory Change ($)		Defined Contribution Employer Contributions 401K Plan ($)		All Other Compensation ($)(3)			Total ($)
Christopher D. Pappas Chief Executive Officer		2010		418,461		866,667		12,471,777		N/A		58,615		1,938			13,817,458
Richard J. Diemer, Jr. Executive Vice President and Chief Financial Officer		2010		167,045		262,500		2,976,528		N/A		12,727		200,361	(4)		3,619,161
Curtis S. Shaw Executive Vice President and General Counsel		2010		255,000		382,500		2,645,802		N/A		29,113		1,849			3,314,264
Marco Levi Vice President—General Manager, Emulsion Polymers		2010		275,025		287,524		1,322,901		62,211		N/A		3,923			1,951,584
Paul F. Moyer Vice President—General Manager, Plastics		2010		208,237		180,538		1,322,901		N/A		32,603		52,663	(5)		1,796,942

(1) The amounts reported in this column represent the prorated portion of salary received during the executive’s employment for the period of 2010 following the completion of the Acquisition on June 17, 2010.

(2) The amounts reported in this column reflect the aggregate grant date fair value of service-based Incentive Share awards of Parent granted in the period from June 17, 2010 through December 31, 2010. The amounts reported do not include the grant date fair value of performance-based Incentive Share awards of Parent, for which we have not recognized any compensation expense because the performance condition is not probable of achievement at December 31, 2010. The grant date fair value of these performance-based awards is as follows: Mr. Pappas - $2,066,089; Mr. Diemer - $1,425,586; Mr. Shaw - $1,267,188; Mr. Moyer - $633,594; and Mr. Levi - $633,594. See Note Q to our audited consolidated financial statements included elsewhere in this prospectus for further discussion of the various assumptions used in calculating the grant date fair value of these awards. In addition, each of Messrs. Diemer, Shaw, Moyer and Levi purchased Co-Investment Shares of Parent in 2010 at a discount to the fair value on the date of purchase, as a result of which we recognized compensation expense of $1,293,055, $862,054, $129,306, and $344,815, respectively. None of the amounts set forth in this column or footnote represent any cash income.

(3) This column includes term life insurance taxable benefit for each of the NEOs.

(4) Includes a signing bonus of $200,000 for Mr. Diemer.

(5) Includes $52,349 of relocation allowances paid to Mr. Moyer.

Performance Award Plan

Our Chief Executive Officer and/or board of directors have authority to award annual cash bonuses to our executive officers. The annual cash bonuses are intended to offer incentive compensation by rewarding the achievement of corporate, business and individual performance objectives.

Generally, at the commencement of an executive officer’s employment with us, our Chief Executive Officer and/or board of directors typically sets a target level of bonus compensation that is structured as a percentage of such executive officer’s annual base salary. Depending upon corporate, business and individual performance, an executive officer may receive up to 200% of his or her target performance award. The various corporate, business and individual

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performance objectives considered by our Chief Executive Officer and/or board of directors when making our executive officers’ annual cash performance award determinations are different for each individual depending upon that officer’s duties and areas of responsibility. In making performance award determinations, our Chief Executive Officer and/or board of directors consider general performance metrics that he or they believe most appropriately reflect each executive officer’s impact on our overall corporate performance. These corporate, business and individual performance objectives are designed to be challenging but achievable. For 2010 the performance metrics and objectives are weighted by our Chief Executive Officer and/or board of directors in making annual performance award determinations for executive officers and they are quantitative in nature. The 2010 performance goals were corporate EBITDA, Responsible Care^®, customer retention/satisfaction and employee engagement.

Our Chief Executive Officer and/or board of directors have the discretion to determine whether and in what amounts such performance awards are paid based upon his or their subjective and quantitative evaluation of whether the executive officers’ have achieved their respective objectives and the impact of their performance on overall corporate and business objectives. Our Chief Executive Officer and/or board of directors may adjust annual performance awards due to extraordinary or nonrecurring events, such as significant financings, equity offerings or acquisitions. We believe that establishing performance award opportunities helps us attract and retain qualified and highly skilled executives. These annual bonuses are intended to reward executive officers who have a positive impact on overall corporate and business results. Upon the completion of this offering, the compensation committee will take a more significant role in this annual review and decision-making process.

Throughout 2010 as the executive team was being established, our Chief Executive Officer and/or board of directors set the target percentage amounts for the performance award plan for each of our named executive officers. For 2010, Messrs. Pappas, Diemer, Shaw, Moyer and Levi were eligible to receive annual cash performance awards at target as a percentage of base salary of 100%, 75%, 75%, 55% and 55%, respectively. For the 2010 performance year all performance goals were substantially exceeded and the maximum payout of 200% of target was awarded to each NEO.

Long Term Cash Incentive Plan

A portion of our most senior leaders and professionals’ compensation is awarded as long-term incentives. This supports our compensation objective of linking pay to long term corporate performance by putting compensation at risk.

Prior to the Acquisition, certain of our senior leaders and professionals participated in an equity based long-term incentive compensation plan sponsored by Dow. For 2011 and beyond, the long-term incentive plan has been replaced with a cash based plan rather than an equity based plan. This is a three year plan linked to our EBITDA performance and award size is based on the executive’s level within the Company.

Annual reviews will be conducted to ensure that our long-term incentive plans provide comparable expected value to similar chemical companies.

Executives who are party to an Executive Subscription and Securityholder’s Agreement (as described below) do not participate in this plan.

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Executive Subscription and Securityholder’s Agreements

In connection with the Acquisition and the subsequent recruitment of our management team, we and Bain Capital entered into certain Executive Subscription and Securityholder’s Agreements (as amended and restated, the “Executive Subscription Agreements”) with certain members of our management team, including our Named Executive Officers. The Executive Subscription Agreements provide for sales of Classes A through F of the ordinary shares of our Parent (the “Co-Invest Shares”) and Classes G through L of ordinary shares of our Parent (the “Incentive Shares”), subject to certain conditions. The executives invested $3,145,011, of which $2,525,010 was contributed by our NEOs, to subscribe for the shares issued under the Executive Subscription Agreements.

Under the Executive Subscription Agreements, in the case of our NEOs, except Mr. Pappas, 50% of Incentive Shares issued are subject to time vesting over five years with 40% of these vesting after two years and the remaining portion vesting ratably over the subsequent three years. The remaining 50% are subject to both time vesting, in the same manner as previously described, as well as performance vesting subject to achieving certain targets based on various returns realized by our shareholders on a change in control or an IPO. For Mr. Pappas, 75% of Incentive Shares issued are subject to time vesting with 25% vesting on the first anniversary of the Acquisition and the balance vesting ratably on a quarterly basis over the following three years. The remaining 25% are subject to both time vesting, in the same manner as previously described for Mr. Pappas, as well as performance vesting, subject to achieving certain targets based on returns realized by our shareholders on a change in control or an IPO. 100% of the Incentive Shares are subject to the executive remaining employed by the Company between the date of the applicable Executive Subscription Agreement and the applicable vesting date. With respect to the securities received by each of the executives, the Executive Subscription Agreements also provide for tag-along rights, drag-along rights and registration rights and require the executive to agree to vote for an initial public offering of our Parent and any reorganization of our Parent to effectuate such initial public offering. If our Parent makes distributions with respect to any Co-Invest Shares or Incentive Shares prior to an executive’s securities becoming time vested or performance vested, our Parent will pay the executive a catch-up amount equal to an amount that the executive would have been entitled to receive in respect of any distribution by our Parent in connection with his or her Incentive Shares which are not vested had such Incentive Shares been vested on the date of such distribution, plus interest. For additional description of the Executive Subscription Agreements, see “Certain Relationships and Related Party Transactions.”

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Pension Benefits

Our named executive officers did not participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us with the exception of Mr. Levi. Mr. Levi participates in the Swiss Pension Plan. The Swiss defined benefit pension plan continues to be maintained by Dow until the end of 2011. The Swiss Pension Plan provides a benefit equal to 1.67% of the employee’s highest three years’ pensionable pay multiplied by the number of years of credited pension service. Pensionable pay is calculated using base pay only, reduced by a Social Security coordination factor, and is subject to a statutory maximum. Employee must contribute 6% of their pensionable pay. Benefits are paid as a monthly annuity with actuarial reductions taken if the employee retirees after age 58 or before age 60 and does not have at least 85 age and service points. Our board of directors or compensation committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interest.

Name	Plan Name	Number of years credited service (#)		Present value of accumulated benefit ($)		Payments during last fiscal year ($)
Christopher D. Pappas	N/A
Richard J. Diemer, Jr.	N/A
Curtis S. Shaw	N/A
Marco Levi	Swiss Pension Plan		26		1,909,056 CHF		N/A
Paul F. Moyer	N/A

Pursuant to the terms of Mr. Pappas’s employment agreement, he is entitled to certain retirement benefits, described below.

Employment Agreements

Executive Employment Agreements with Messrs. Diemer, Pappas and Shaw

The Company has entered into executive employment agreements with each of Messrs. Diemer, Pappas and Shaw. The agreements provide for an initial term of three years and are subject to automatic one-year extensions beginning on the expiration of the initial term. The automatic extension of the agreements may be terminated with at least 90 days’ prior written notice from the executive or the Company stating an intent not to extend the employment term. Under the agreements, Messrs. Diemer, Pappas and Shaw and are entitled to receive annual base salaries of $525,000, $800,000 and $510,000, respectively, subject to annual review and increase by the Company’s board of directors in its sole discretion, and have the opportunity to earn annual target bonuses equal to 75%,100% and 75%, respectively, of their base salaries. In addition, Messrs. Diemer, Pappas and Shaw have been granted Incentive Shares generally representing the right to participate in 0.90%, 2.0% and 0.80%, respectively, of capital appreciation. Each executive is entitled to participate in the Company’s employee and fringe benefit plans as may be in effect from time to time on the same basis as other employees of the Company generally.

In addition to the foregoing, Mr. Pappas is entitled to a retirement benefit payable in the form of a cash lump sum upon termination of employment in an amount determined in accordance with a formula contained in his employment agreement.

In the case of Mr. Diemer, in addition to the benefits described above, Mr. Diemer received a signing bonus of $200,000 and is entitled to receive two retention bonuses in the amount of $1,100,000 and $1,000,000, respectively. The payment of each of such retention bonuses

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generally is subject to Mr. Diemer’s continued employment with the Company on each of December 31, 2012 and August 30, 2013, respectively, and the retention bonuses are payable within thirty days following each applicable date, respectively.

Under the agreements, in the event of the executive’s termination of employment for any reason, the executive generally will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) except in the case of a termination by the Company for “cause” or by the executive without “good reason” (each, as defined in the agreements), any annual bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination, (iii) except in the case of a termination by the Company for “cause” or by the executive without “good reason,” a pro rata target bonus for the calendar year of termination, and (iv) all accrued and vested benefits under the Company’s vacation and other benefit plans. In the case of Messrs. Diemer and Pappas, in addition to the foregoing, Mr. Diemer generally will be entitled to a pro rata portion of any unpaid retention bonuses as described above in the case of his termination of employment due to death or disability, and Mr. Pappas will be entitled to his retirement benefit as described above.

In addition to the severance benefits described above, upon termination of the executive by the Company without “cause” or by the executive for “good reason,” the executive generally will be entitled to receive the following severance benefits, subject to the executive’s timely execution of a general release of claims:

In the case of Mr. Pappas:

• if such termination occurs prior to June 17, 2013, Mr. Pappas generally will be entitled to receive (i) an amount equal to three times the sum of his base salary plus his target bonus, payable in equal monthly installments over the twenty-four month period following such termination, and (ii) continued health benefits for a period of thirty-six months following such termination; or

• if such termination occurs on or after June 17, 2013, Mr. Pappas generally will be entitled to receive (i) an amount equal to two times the sum of his base salary plus his target bonus, payable in equal monthly installments over the twenty-four month period following such termination, and (ii) continued health benefits for a period of twenty-four months following such termination.

In the case of Messrs. Diemer and Shaw, they generally will be entitled to receive (i) an amount equal to one and one-half times the sum of the executive’s base salary plus the executive’s target bonus, payable in equal monthly installments over the eighteen month period following such termination, and (ii) continued health benefits for a period of eighteen months (or until age 65, in the case of Mr. Shaw) following such termination, and (iii) in the case of Mr. Diemer only, payment in a cash lump sum of any unpaid portion of his retention bonuses as described above.

To the extent that any of the executives experience a termination of employment by the Company without “cause” or by the executive for “good reason” within two years following a “change in control” (as defined in the agreements), the cash severance benefits described above will be paid to the executives in a cash lump sum as opposed to in installments. In addition, in the case of Mr. Pappas, to the extent that the severance payments and benefits payable under his agreement would cause him to be liable for excise taxes by reason of the application of Sections 280G and 4999 of the Internal Revenue Code, Mr. Pappas will be entitled to an additional “gross up” payment to indemnify him for the effect of the excise taxes.

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The agreements contain a non-competition covenant that prohibits the executive from competing against the Company for a period of one year (or two years, in the case of Mr. Pappas) following termination of employment. The agreements also contain non-solicitation provisions that prohibit the executive from actively soliciting the Company’s employees, customers or suppliers during the period of employment and for a period of one year (or two years, in the case of Mr. Pappas) following termination of employment. The executives are also subject to perpetual confidentiality restrictions that protect the Company’s proprietary information, developments and other intellectual property.

Offer Letter Agreement with Mr. Levi

The Company has entered into an offer letter agreement with Mr. Levi. The letter agreement provides for at-will employment with no fixed term of employment. Under the letter agreement, Mr. Levi is entitled to receive an annual base salary of 480,000 CHF (Swiss francs), subject to annual review and increase by the Company’s board of directors in its sole discretion, and has the opportunity to earn annual target performance award equal to 55% of his base salary. In addition, Mr. Levi has been granted Incentive Shares generally representing the right to participate in 0.40% of capital appreciation. Mr. Levi is entitled to participate in the Company’s employee and fringe benefit plans as may be in effect from time to time on the same basis as other employees of the Company generally.

Under the letter agreement, in the event of the executive’s termination of employment for any reason, the executive generally will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) except in the case of a termination by the Company for “cause” (as defined in the letter agreement), any annual bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination, and (iii) all accrued and vested benefits under the Company’s vacation and other benefit plans. In addition, in the event of a termination of employment by reason of death or disability, the executive will be entitled to receive a pro rata annual bonus based on actual results for the year of termination.

In addition to the severance benefits described above, upon termination of the executive by the Company without “cause” or by the executive for “good reason” (each, as defined in the letter agreement), the executive generally will be entitled to receive the following severance benefits, subject to the executive’s timely execution of a general release of claims:

• if such termination occurs prior to June 17, 2012, the executive generally will be entitled to receive (i) an amount equal to one times the sum of the executive’s base salary plus the executive’s target bonus, payable in equal installments over the twelve-month period following such termination, and (ii) a pro rata annual bonus based on actual results for the year of termination; or

• if such termination occurs on or after June 17, 2012, the executive generally will be entitled to receive severance benefits in accordance with the general severance practices of the Company, but in no event will such severance benefits be less than the severance benefits described in the preceding bullet.

The letter agreement contains a non-competition covenant that prohibits the executive from competing against the Company for a period of one year following termination of employment. The letter agreement also contains non-solicitation provisions that prohibit the executive from actively soliciting the Company’s employees, customers or suppliers during the period of employment and for a period of one year following termination of employment. The executive is also subject to perpetual confidentiality restrictions that protect the Company’s proprietary information, developments and other intellectual property.

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Offer Letter Agreement with Mr. Moyer

The Company has entered into an offer letter agreement with Mr. Moyer. The letter agreement provides for at-will employment with no fixed term of employment. Under the letter agreement, Mr. Moyer is entitled to receive an annual base salary of $303,000 subject to annual review and increase by the Company’s board of directors in its sole discretion, and has the opportunity to earn an annual target bonus equal to 55% of base salary. In addition, Mr. Moyer has been granted Incentive Shares generally representing the right to participate in 0.40% of capital appreciation. Mr. Moyer is entitled to participate in the Company’s employee and fringe benefit plans as may be in effect from time to time on the same basis as other employees of the Company generally.

Under the letter agreement, in the event of the executive’s termination of employment for any reason, the executive generally will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) except in the case of a termination by the Company for “cause” (as defined in the letter agreement), any annual bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination, and (iii) all accrued and vested benefits under the Company’s vacation and other benefit plans. In addition, in the event of a termination of employment by reason of death or disability, the executive will be entitled to receive a pro rata annual bonus based on actual results for the year of termination.

In addition to the severance benefits described above, upon termination of the executive by the Company without “cause” or by the executive for “good reason” (each, as defined in the letter agreement), the executive generally will be entitled to receive the following severance benefits, subject to the executive’s timely execution of a general release of claims:

• if such termination occurs prior to June 17, 2012, the executive generally will be entitled to receive (i) an amount equal to one times the sum of the executive’s base salary plus the executive’s target bonus, payable in equal installments over the twelve-month period following such termination, and (ii) a pro rata annual bonus based on actual results for the year of termination; or

• if such termination occurs on or after June 17, 2012, the executive generally will be entitled to receive severance benefits in accordance with the general severance practices of the Company, but in no event will such severance benefits be less than the severance benefits described in the preceding bullet.

The letter agreement contains a non-competition covenant that prohibits the executive from competing against the Company for a period of one year following termination of employment. The letter agreement also contains non-solicitation provisions that prohibit the executive from actively soliciting the Company’s employees, customers or suppliers during the period of employment and for a period of one year following termination of employment. The executive is also subject to perpetual confidentiality restrictions that protect the Company’s proprietary information, developments and other intellectual property.

Director Compensation

To date, we have not provided cash compensation to directors for their services as directors or members of committees of the board of directors. We have reimbursed and will continue to reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and committees of the board of directors.

Prior to the completion of this offering, we expect that our board of directors will adopt a compensation program for our non-employee directors, or the “Independent Director

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Compensation Policy.” Pursuant to the Independent Director Compensation Policy, each member of our board of directors who is not our employee would receive the following cash compensation for board services, as applicable:

• $85,000 per year cash retainer for service as a board member; and

• $15,000 per year for service as chairperson of the audit committee and $15,000 per year for service as chairperson of the Compensation Committee.

In addition, pursuant to the Independent Director Compensation Policy, our non-employee directors would receive initial and annual, automatic, non-discretionary grants of nonqualified stock options or cash equivalent valued at $85,000 per year.

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PRINCIPAL AND SELLING SHAREHOLDERS

As of June 27, 2011, all of our outstanding ordinary shares are held by Parent. The following table sets forth information as of June 27, 2011 regarding the beneficial ownership of our ordinary shares (1) immediately prior to and (2) as adjusted to give effect to this offering, by Parent.

Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Shares subject to options that are currently exercisable or exercisable within 60 days of June 27, 2011 are deemed to be outstanding and beneficially owned by the person holding the options. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership of our ordinary shares is based on (i) 59,828,617 ordinary shares outstanding as of June 27, 2011, and (ii)              ordinary shares to be outstanding after the completion of this offering, assuming no exercise of the option to purchase additional ordinary shares. Percentage of beneficial ownership of Parent’s ordinary shares is based on 3,487,286 Co-Invest Shares and 277,679 Incentive Shares outstanding on June 27, 2011. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each shareholder identified in the table possesses sole voting and investment power over all ordinary shares shown as beneficially owned by the shareholder. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o Trinseo S.A., 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312.

	Shares Beneficially Owned Before this Offering					Shares Beneficially Owned After this Offering
Name	Number of Shares		Percentage of Class			Number of Shares	Percentage of Class
Parent		59,828,617		100	%

The following table sets forth information as of June 27, 2011 regarding the beneficial ownership of Parent’s ordinary shares by:

• each person or group who is known by us to own beneficially more than 5% of Parent’s outstanding ordinary shares;

• each of our NEOs;

• each of our directors; and

• all of our executive officers and directors as a group.

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For further information regarding material transactions between us and certain of our shareholders, see “Certain Relationships and Related Party Transactions.”

	Co-Invest Shares(2)					Incentive Shares(3)
Name(1)	Number of Shares		Percentage of Class			Number of Shares		Percentage of Class
Bain Capital(4)		3,218,750		92.3	%		—		—
Bain Capital Everest Manager(5)		—		—			—		—
Dow Europe Holding B.V.		243,750		7.0	%		—		—
Executive officers and directors:
Christopher D. Pappas		5,000		*			96,824		34.9	%
Richard J. Diemer, Jr.		3,750		*			34,854		12.6	%
Curtis S. Shaw		2,500		*			30,984		11.2	%
Marilyn N. Horner		1,259		*			13,554		4.9	%
Catherine C. Maxey		200		*			7,744		2.8	%
E. Jeffery Denton		200		*			11,619		4.2	%
Marco Levi		1,000		*			15,489		5.6	%
Paul F. Moyer		375		*			15,489		5.6	%
John P. Sereda		—		—			13,554		4.9	%
Ailbhe Jennings		—		—			—		—
Seth A. Meisel(6)		3,218,750		92.3	%		—		—
Michel G. Plantevin		3,218,750		92.3	%		—		—
Mark A. Verdi(6)		3,218,750		92.3	%		—		—
Stephen M. Zide(6)		3,218,750		92.3	%		—		—
All executive officers and directors as a group (14 persons)		3,233,034		92.7	%		240,111		86.5	%

* Indicates less than one percent.

(1) 13 of the holders of record of Parent’s Co-Invest Shares are United States residents representing approximately 7.4% of Parent’s Co-Invest Shares and 15 of the holders of record of Parent’s Incentive Shares are United States residents representing approximately 89.7% of Parent’s Incentive Shares.

(2) Includes Classes B through F of Parent’s ordinary shares. Outstanding Class A ordinary shares were redeemed in connection with our Refinancing Transactions. See “Certain Relationships and Related Party Transactions—Management Incentive Plan and Securityholder’s Agreements.”

(3) Includes Classes H through L of Parent’s ordinary shares. Outstanding Class G ordinary shares were redeemed in connection with our Refinancing Transactions. See “Certain Relationships and Related Party Transactions—Management Incentive Plan and Securityholder’s Agreements.”

(4) Represents 1,599,255 ordinary shares held by Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership (“Bain Capital Fund X”), 11,270 ordinary shares held by BCIP Associates IV, L.P., a Cayman Islands exempted limited partnership (“BCIP IV”), 4,170 ordinary shares held by BCIP Trust Associates IV, L.P. a Cayman Islands exempted limited partnership (“BCIP Trust IV”), 2,420 ordinary shares held by BCIP Associates IV-B, L.P., a Cayman Islands exempted limited partnership (“BCIP IV-B”), 525 ordinary shares held by BCIP Trust Associates IV-B, L.P., a Cayman Islands exempted limited partnership (“BCIP Trust IV-B”) and 1,601,110 ordinary shares held by Bain Capital Europe Fund III, L.P., a Cayman Islands exempted limited partnership (“Bain Europe Fund” and, collectively with Bain Capital Fund X, BCIP IV, BCIP Trust IV, BCIP IV-B and Bain Europe Fund, the “Bain Shareholders”). Bain Capital Partners X, L.P., a Cayman Islands exempted limited partnership (“Bain Capital Partners X”) is the general partner of Bain Capital Fund X. Bain Capital Partners Europe III, L.P., a Cayman Islands exempted limited partnership (“Bain Capital Partners Europe”) is the general partner of Bain Europe Fund. Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”) is the general partner of each of Bain Capital Partners X, Bain Capital Partners Europe, BCIP IV, BCIP Trust IV, BCIP IV-B and BCIP and as a result, BCI may be deemed to exercise voting and dispositive power with respect to the shares held by these entities. BCI expressly disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCI is controlled by an Investment Committee comprised of the following managing directors of Bain Capital: Andrew Balson, Steven Barnes, Joshua Bekenstein, John Connaughton, Todd Cook, Paul Edgerley, Christopher Gordon, Blair Hendrix, Jordan Hitch, Matthew Levin, Ian Loring, Philip Loughlin, Mark Nunnelly, Stephen Pagliuca, Ian Reynolds, Mark A. Verdi, Michael Ward and Stephen Zide. The address of each entity is 111 Huntington Avenue,

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Boston, MA 02199. These holders do not have any special voting rights but do have certain rights to nominate directors pursuant to the Shareholder Agreement. See “Certain Relationships and Related Party Transactions—Shareholder Agreement.”

(5) Includes 100 non-economic general partner shares.

(6) Mr. Zide and Mr. Verdi are each a Managing Director and member of the Investment Committee of BCI and therefore may be deemed to share voting and dispositive power with respect to all shares of the Company that may be deemed to be beneficially owned by the Bain Shareholders as described in Note 3 above. Each disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Mr. Meisel is a General Partner of BCIP IV and BCIP Trust IV and, as a result, has a pecuniary interest in the shares held by the entities. Mr. Meisel does not have any voting and dispositive power with respect to shares beneficially owned by these entities.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Bain Capital Advisory Agreement and Transaction Services Agreement

In connection with the Acquisition, two of our indirect subsidiaries entered into the Advisory Agreement with the Advisors, pursuant to which the Advisors provide us with management and consulting services and financial and other advisory services. Pursuant to the Advisory Agreement, we pay the Advisors an advisory fee of $1.0 million per fiscal quarter plus reimbursement for reasonable out-of-pocket fees.

In connection with the Acquisition, one of our indirect subsidiaries entered into a transaction services agreement (the “Transaction Services Agreement”) with Bain Capital pursuant to which Bain Capital provides us with certain advice and services related to transaction-specific functions. Pursuant to the Transaction Services Agreement, we will pay Bain Capital a fee equal to 1% of the transaction value of each financing, acquisition, disposition or change of control or similar transaction by or involving us, plus reimbursement for reasonable out-of-pocket fees. Bain Capital also received a fee of approximately $15.0 million in consideration for financial advisory services related to the Acquisition. In consideration for providing financial advisory services subsequent to the Acquisition, Bain Capital received fees of approximately $1.6 million related to an accounts receivable securitization consummated on or about August 18, 2010 and approximately $6.2 million related to the Refinancing Transactions.

The Advisory Agreement and Transaction Services Agreement each have a 10-year initial term and thereafter are subject to automatic one-year extensions unless a party thereto provides written notice of termination. In addition, during the initial term, Bain Capital and, with respect to the Advisory Agreement, Portfolio Company Advisors Limited, may terminate the Advisory Agreement or Transaction Services Agreement upon written notice to the Company and each agreement will automatically terminate upon an initial public offering or a change of control. If the Advisory Agreement is terminated early, then the Advisors will be entitled to receive all unpaid fees and unreimbursed out-of-pocket fees and expenses to the date of termination, as well as, in certain circumstances, the present value of the advisory fee that would otherwise have been payable through the end of the term. The Advisory Agreement and Transaction Services Agreement include customary exculpation indemnities in favor of Bain Capital and, if applicable, Portfolio Company Advisors Limited which survive termination of the agreements. We have been advised by Bain Capital that they expect to terminate the Advisory Agreement prior to completion of this offering. In addition, the Transaction Services Agreement will terminate automatically upon consummation of this offering. As a result, we expect to pay fees of approximately $             and $             under the Advisory Agreement and the Transaction Services Agreement at or prior to completion of this offering.

Executive Subscription and Securityholder’s Agreements

In connection with the Acquisition and the subsequent recruitment of our management team, we entered into the Executive Subscription Agreements with certain members of our management team (the “Executives”). The Executive Subscription Agreements provide, among other things, for sales of the Co-Invest Shares and the Incentive Shares to the Executives, subject to vesting over periods of up to five years and subject to performance vesting. See “Management—Executive Subscription and Securityholder’s Agreements.” We and Bain Capital have a call option to purchase any ordinary shares received by the Executive in the event the Executive ceases to be employed by us as follows: (i) subject to (iii) below relating to restrictive covenant breaches, all of the Co-Invest Shares, at Fair Market Value within the six month period following the Executive’s termination; (ii) if the Executive is terminated (A) without Cause (as defined in applicable the Executive Subscription Agreement), (B) by reason of death or Disability

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(as defined in applicable the Executive Subscription Agreement), (C) for Good Reason (as defined in the applicable Executive Subscription Agreement) or (D) without Good Reason after the third anniversary of the commencement of the Executive’s employment term, all of the Incentive Shares which vested, at Fair Market Value, and the portion of the Incentive Shares which are unvested securities, at the lower of their Fair Market Value and the original subscription price; and (iii) (A) if the Executive is terminated for Cause or without Good Reason on or prior to the third anniversary of the commencement of the Executive’s employment term or (B) the Executive materially breaching any restrictive covenant set forth in the applicable Executive Subscription Agreement without timely curing such breach or the Executive willfully breaches such restrictive covenants, all of the Incentive Shares, whether vested or unvested, at the lower of Fair Market Value and the original subscription price. In addition, under the Executive Subscription Agreements, the Executives must make customary representations and warranties to us and Bain Capital. Subject to certain exceptions and limitations, each Executive under his or her respective Executive Subscription Agreement is also subject to customary restrictive covenants including, among others, (i) non-disclosure of confidential information, (ii) a non-compete for a period ending one year after his or her termination date and (iii) non-solicitation of customers and employees for a period ending one year after his or her termination date.

In connection with the Refinancing Transactions, the Executives received a portion of the cash proceeds of the Refinancing Transactions through a redemption of classes A and G of our ordinary shares. As of June 27, 2011, 697,145 shares of each of classes B, C, D, E and F of our ordinary shares, 55,150 shares of class H of our ordinary shares and 55,148 shares of each of classes I, J, K and L of our ordinary shares are held by the Executives pursuant to Executive Subscription Agreements.

Shareholder Agreement

In connection with the Acquisition, we entered into the Shareholder Agreement with Dow Europe and funds associated with Bain Capital. The Shareholder Agreement provides, among other things, for the subscription of the Co-Invest Shares and the Incentive Shares by funds affiliated with Bain Capital and Dow Europe and for the composition of the Company’s board of directors, including the appointment of up to three directors by Bain Capital. Under the Shareholder Agreement, if the funds associated with Bain Capital sell more than 50% of their ordinary shares or effect a Sale of the Company (as defined in the Shareholder Agreement)(a “Required Sale”), any holders of ordinary shares other than funds associated with Bain Capital, including the Executives, must transfer their ordinary shares in the Required Sale, and shall receive in exchange for their ordinary shares, the same price per share that the funds associated with Bain Capital received in the Required Sale. If Dow Europe or the Executives transfer their ordinary shares except as permitted under the Shareholder Agreement, we have the right of first offer of such ordinary shares. The funds associated with Bain Capital also have a right of first offer in the event that Dow Europe or the Executives wish to sell their ordinary shares. The Shareholder Agreement also grants pre-emptive rights to the funds associated with Bain Capital, Dow Europe and the Executives, subject to certain exceptions. The Shareholder Agreement also provides certain restrictions on the sale of Co-Invest and Investor Shares without the prior written consent of the Company, subject to certain exceptions, including but not limited to transfers to permitted transferees and transfers pursuant to rights under the Registration Rights Agreement, tag along rights, a Required Sale rights of first offer and a Public Sale (as defined in the Shareholder Agreement) of our ordinary shares. These restrictions are in effect with respect to each ordinary share covered by the Shareholder Agreement until such ordinary shares have been transferred in a Public Sale or Sale of the Company, including in connection with the ordinary shares offered hereby.

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Registration Rights Agreement

In connection with the Acquisition, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Dow Europe, Mr. Pappas and Bain Capital. Pursuant to the Registration Rights Agreement, funds associated with Bain Capital can cause us to register shares of our ordinary shares under the Securities Act and, if requested, to maintain a shelf registration statement effective with respect to such shares, and the funds associated with Bain Capital, Dow Europe and, subject to certain limitations, Mr. Pappas, are entitled to participate on a pro rata basis in such registration. The funds associated with Bain Capital, Dow Europe and Mr. Pappas are also entitled to participate on a pro rata basis in any registration of our ordinary shares under the Securities Act that we may undertake, whether or not caused by the funds associated with Bain Capital, subject to certain limitations and exceptions. The parties to the Registration Rights Agreement are also prohibited from transferring their shares under certain conditions, including but not limited to during the period beginning on the date the Company delivers notice that it is undertaking an offering and through the date that is 180 days after the effective date of the Company’s initial public offering, except as part of such initial public offering. Pursuant to the Registration Rights Agreement, we have agreed to indemnify parties thereto from certain liabilities incurred in connection with material misstatements or omissions included in any registration statements filed in accordance with the Registration Rights Agreement. We are responsible for paying expenses of such holders of our ordinary shares in connection with any such registration including in connection with the ordinary shares offered hereby.

Limitations of Liability and Indemnification Matters

Prior to the completion of this offering, our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof. We may purchase and maintain insurance for any director or officer against any such liability.

No indemnification will be provided against any liability to us or our shareholders (i) by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of a director or officer; (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or (iii) in the event of a settlement, unless approved by a court or the board of directors.

Prior to completion of this offering, we will enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our articles of association. These agreements, among other things, provide for indemnification of our directors and executive officers to the fullest extent permitted by Luxembourg law for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request, subject to certain limitations. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

We also agreed to indemnify certain officers of the Company for adverse tax consequences they may suffer pursuant to their employment agreements.

Our amended and restated articles of association also will provide that we shall indemnify our directors and executive officers and may indemnify our other officers and employees and

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other agents to the fullest extent permitted by law. We believe that indemnification under our amended and restated articles of association covers at least negligence and gross negligence on the part of indemnified parties. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether our amended and restated articles of association would permit indemnification.

Statement of Policy Regarding Transactions with Related Persons

The Board has adopted a Related Party Transactions Policy (“Policy”) which will become effective at the completion of this offering. This Policy applies to the Company’s officers, directors, nominees for director and any person who is the beneficial owner of five percent (5%) or more of any class of the Company’s voting securities, and any member of the immediate family (as defined by the rules of the             ) of any such person. The Policy requires that any covered person who intends to enter into a transaction with the Company in which that person has a material interest, and which involves a total of one hundred twenty thousand dollars ($120,000) or more, and any employee of the Company who intends to cause the Company to enter into such a transaction, must fully inform the Audit Committee of the facts and circumstances of the proposed transaction. The transaction may not be concluded unless and until the Audit Committee grants its approval of the transaction. The Policy also sets forth standards which the Audit Committee shall use in reviewing proposed transactions, and requires that any approvals of related party transactions shall be reported to the Board on a quarterly basis.

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DESCRIPTION OF SHARE CAPITAL

The following is a summary of some of the terms of our ordinary shares, based on our articles of association as they will become effective upon their amendment prior to the completion of this offering, and the Luxembourg Corporate Law. In this section and the section entitled “Comparison of Shareholder Rights,” we refer to our articles of association as amended and in effect upon the completion of this offering as our “articles of association.”

The following summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles of association, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. You may obtain copies of our articles of association as described under “Where You Can Find More Information” in this prospectus.

General

Trinseo S.A. is a Luxembourg public limited liability company (société anonyme). The company’s legal name is “Trinseo S.A.” Trinseo S.A. was incorporated on June 3, 2010 as a Luxembourg private limited liability company (société à responsabilité limitée) and was converted into a Luxembourg public limited liability company on April 29, 2011.

Trinseo S.A. is registered with the Luxembourg Registry of Trade and Companies under number B 153.549. Trinseo S.A. has its registered office at 9a, rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy of Luxembourg.

The corporate purpose of Trinseo S.A., as stated in Article 3 of our articles of association (Purpose, object), may be summarized as follows: The object of Trinseo S.A. is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies, or other entities or enterprises, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities or rights of any kind including interests in partnerships, and the holding, acquisition, disposal, investment in any manner (in), development, licensing or sub licensing of, any patents or other intellectual property rights of any nature or origin as well as the ownership, administration, development and management of its portfolio. Trinseo S.A. may carry out its business through branches in Luxembourg or abroad.

Trinseo S.A. may borrow in any form and proceed to the issue by private or public of bonds, convertible bonds and debentures or any other securities or instruments it deems fit.

In general, Trinseo S.A. may grant assistance (by way of loans, advances, guarantees or securities or otherwise) to companies or other enterprises in which Trinseo S.A. has an interest or which form part of the group of companies to which Trinseo S.A. belongs or any entity as Trinseo S.A. may deem fit, take any controlling, management, administrative and/or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.

Finally, Trinseo S.A. can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its purpose.

Share Capital

As of June 27, 2011, our issued share capital amounts to $598,286.17, represented by 59,828,617 shares with a nominal value of $0.01 per share. All issued shares were fully paid.

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Upon completion of this offering, our issued share capital will be              represented by              ordinary shares with a nominal value of $0.01 each. All issued shares will be fully paid and subscribed for.

Prior to the completion of this offering, we will have an authorized share capital of $             and will be authorized to issue up to             ordinary shares (subject to stock splits, consolidation of shares or like transactions) with a nominal value of $             each. Immediately after completion of this offering, the authorized share capital will be $            .

Our articles of association will authorize our board of directors to issue ordinary shares within the limits of the authorized share capital at such times and on such terms as our board or its delegates may decide for a period commencing on the date of our articles of association and ending five years after the date on which the minutes of the shareholders’ meeting approving such authorization are published in the Luxembourg official gazette Mémorial, Recueil des Sociétés et Associations (unless such period is extended, amended or renewed). Accordingly, our board will be authorized to issue up to              ordinary shares until such date. We currently intend to seek renewals and/or extensions as required from time to time.

Our authorized share capital will be determined by our articles of association, as amended from time to time, and may be increased, reduced or extended by amending the articles of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting (see “—General meeting of shareholders” and “—Amendment to the Articles of Association”).

Under Luxembourg law, our shareholders benefit from a pre-emptive subscription right on the issuance of shares for cash consideration. However, our shareholders will have, in accordance with Luxembourg law, authorized the board of directors to suppress, waive or limit any pre-emptive subscription rights of shareholders provided by law to the extent the board deems such suppression, waiver or limitation advisable for any issuance or issuances of shares within the scope of our authorized share capital. Such shares may be issued above, at or below market value but in any event not below the nominal value per ordinary share as well as by way of incorporation of available reserves (including premium).

The board of directors of the Company will have the authority to issue new shares within the limit of the Company’s authorized share capital for a period ending 5 years after the date on which the minutes of the shareholders’ meeting approving such authorization are published in the Luxembourg official gazette, unless such period is extended, amended or renewed. During such period the board of directors of the Company will be authorized to waive or limit the shareholders’ preferential subscription rights in respect of such issuance(s) of new shares. The board of directors will resolve on such shares issuance beforehand in accordance with the quorum and voting thresholds set forth in the articles of association of the company to be amended before completion of this offering. The board of directors will also resolve on the applicable procedures and timelines to which it will, or has to, subject such issuance. If the proposal of the board of directors to issue new shares exceeds the limits of the Company’s authorized share capital, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for the

purpose of increasing the issued share capital accordingly. Such meeting will be subject to the two-third majority of the votes at a quorate extraordinary general shareholders’ meeting. If the capital call proposed by the board of directors consists in an increase in the shareholders’ commitments, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for such purpose. Such meeting will be subject to the unanimous consent of the shareholders.

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Form and Transfer of Shares

Our ordinary shares are issued in registered form only and are freely transferable under Luxembourg law and our articles but our board of directors may however impose transfer restrictions for Shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. Luxembourg law does not impose any limitations on the rights of Luxembourg or non-Luxembourg residents to hold or vote our ordinary shares.

Under Luxembourg law, the ownership of registered shares is established by the inscription of the name of the shareholder and the number of shares held by him or her in the shareholders register.

Without prejudice to the conditions for transfer by book entry where shares are recorded in the shareholder register on behalf of one or more persons in the name of a depository, each transfer of shares shall be effected by written declaration of transfer to be recorded in the shareholder register, such declaration to be dated and signed by the transferor and the transferee, or by their duly appointed agents. We may accept and enter into the shareholder register any transfer effected pursuant to an agreement or agreements between the transferor and the transferee, true and complete copies of which have been delivered to us.

Our articles of association will provide that we may appoint registrars in different jurisdictions, each of whom may maintain a separate register for the shares entered in such register and the holders of shares shall be entered into one of the registers. Shareholders may elect to be entered into one of these registers and to transfer their shares to another register so maintained. Entries in these registers will be reflected in the shareholders’ register maintained at our registered office. At present, we have no separate shareholders’ registers other than the shareholders’ register maintained at our registered office.

In addition, our articles of association will also provide that our ordinary shares may be held through a securities settlement system or a professional depository of securities. Ordinary shares held in such manner will have the same rights and obligations as ordinary shares recorded in our shareholders’ register. Furthermore, ordinary shares held through a securities settlement system or a professional depository of securities may be transferred in accordance with customary procedures for the transfer of securities in book-entry form.

Issuance of Shares

Pursuant to the Luxembourg Corporate Law, the issuance of ordinary shares requires the amendment of our articles of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting (see “—General Meeting of Shareholders” and “—Amendment to the Articles of Association”). The general meeting may approve an authorized share capital and authorize the board of directors to issue ordinary shares up to the maximum amount of such authorized share capital for a maximum period of five years as from the date of publication in the Luxembourg official gazette (Mémorial, Recueil des Sociétés et Associations) of the minutes of the relevant general meeting. The general meeting may amend, renew or extend such authorized share capital and such authorization to the board of directors to issue shares.

Prior to the completion of this offering, we will have an authorized share capital of $             and the board of directors will be authorized to issue up to             ordinary shares (subject to stock splits, consolidation of shares or like transactions) with a nominal value of $             per share. Immediately after completion of this offering, the authorized share capital will be $            . See “—Share Capital.”

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Our articles provide that no fractional shares shall be issued.

Our ordinary shares have no conversion rights and there are no redemption or sinking fund provisions applicable to our ordinary shares.

Pre-Emptive Rights

Unless limited, waived or cancelled by our board of directors (see “—Share Capital”), holders of our ordinary shares have a pro rata pre-emptive right to subscribe for any new shares issued for cash consideration. Our articles of association will provide that pre-emptive rights can be limited, waived or cancelled by our board of directors for a period ending on              in the event of an increase of the share capital by the board of directors within the limits of the authorized share capital.

Repurchase of Shares

We cannot subscribe for our own ordinary shares.

We may, however, repurchase issued ordinary shares or have another person repurchase issued ordinary shares for our account, subject to the following conditions:

• prior authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth the terms and conditions of the proposed repurchase and in particular the maximum number of ordinary shares to be repurchased, the duration of the period for which the authorization is given (which may not exceed five years) and, in the case of repurchase for consideration, the minimum and maximum consideration per share;

• the repurchase may not reduce our net assets on a non-consolidated basis to a level below the aggregate of the issued and subscribed share capital and the reserves that we must maintain pursuant to Luxembourg law or our articles of association; and

• only fully paid-up shares may be repurchased.

Prior to the completion of this offering, the general meeting of shareholders will authorize the board of directors to repurchase up to     % of the issued share capital. The authorization will be valid for a period ending on the earlier of 5 years from or the date of its renewal by a subsequent general meeting of shareholders. Pursuant to such authorization, the board of directors is authorized to acquire and sell ordinary shares in the Company under the conditions set forth in Article 49-2 of the Luxembourg Corporate Law. Such purchases and sales may be carried out for any authorized purpose or any purpose that is authorized by the laws and regulations in force.

The purchase price per ordinary share to be paid shall not represent more than              and shall not be less than             .

In addition, pursuant to Luxembourg law, Trinseo S.A. may directly or indirectly repurchase ordinary shares by decision of our board of directors without the prior approval of the general meeting of shareholders if such repurchase is deemed by the board of directors to be necessary to prevent serious and imminent harm to us or if the acquisition of shares has been made in view of the distribution thereof to employees.

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Capital Reduction

Our articles of association provide that our issued share capital may be reduced, subject to the approval or prior authorization of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting (see “—General Meeting of Shareholders,” “—Amendment to the Articles of Association”).

General Meeting of Shareholders

Any regularly constituted general meeting of shareholders of Trinseo S.A. represents the entire body of shareholders of Trinseo S.A.

Each of our ordinary shares entitles the holder thereof to attend our general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders, and to exercise voting rights, subject to the provisions of our articles of association. Each ordinary share entitles the holder to one vote at a general meeting of shareholders. Our articles of association will provide that our board of directors shall adopt all other regulations and rules concerning the attendance to the general meeting, and availability of access cards, proxy forms in order to enable shareholders to exercise their right to vote as it deems fit.

A shareholder may participate at any general meeting of shareholders by appointing another person (who need not be a shareholder) as his proxy, the appointment of which shall be in writing. Our articles of association will provide that our board of directors may determine a date by which we or our agents must have received duly completed proxy forms in order for such form to be taken into account at the general meeting.

When convening a general meeting of shareholders, we will publish two notices (which must be published at least eight days apart and in the case of the second notice, at least eight days before the meeting) in the Mémorial, Recueil des Sociétés et Associations, and in a Luxembourg newspaper. Our articles of association will provide that if the shares of the Company are listed on a regulated market, the general meeting will also be convened in accordance with the publicity requirements of such regulated market applicable to us.

Our articles of association will provide that, in the case of shares held through the operator of a securities settlement system or depository, a holder of such shares wishing to attend a general meeting of shareholders should receive from such operator or depository a certificate certifying the number of shares recorded in the relevant account on the blocking date and certifying that the shares in the account shall be blocked until the close of the general meeting. Such certificates as well as any proxy forms should be submitted to us no later than the day preceding the fifth working day before the date of the general meeting unless our board of directors fixes a different period.

The annual ordinary general meeting of shareholders of Trinseo S.A. is held at 10:00 a.m. (Central European Time) on the second Monday of June of each year at the registered office of the Company or in any other place within the municipality of the registered office of the Company as notified to the shareholders. If that day is a legal or banking holiday in Luxembourg, the meeting will be held on the next following business day.

Luxembourg law provides that the board of directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, 10% of the issued share capital so request in writing with an indication of the meeting agenda. In such case, the general meeting of shareholders must be held within one month of the request. If the requested general

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meeting of shareholders is not held within one month, shareholders representing, in the aggregate, 10% of the issued share capital may petition the competent president of the district court in Luxembourg to have a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, 10% of the issued share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must be made by registered mail sent to the registered office of the Company at least five days before the general meeting of shareholders.

Voting Rights

Each share entitles the holder thereof to one vote at a general meeting of shareholders. Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.

Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.

Ordinary Resolutions:

Pursuant to our articles of association, for any ordinary resolutions to be considered at a general meeting, the quorum at such meeting must be at least fifty percent (50%) of the issued share capital of the Company (unless otherwise mandatorily required by law) and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”

Extraordinary Resolutions:

Extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized or issued capital, (b) a limitation or exclusion of preemptive rights, (c) approval of a statutory merger or de-merger (scission), (d) dissolution and liquidation of Trinseo S.A. and (e) any and all amendments to our articles of association. Pursuant to our articles of association, for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of the issued share capital of the Company unless otherwise mandatorily required by law. If the said quorum is not present, a second meeting may be convened at which the quorum shall be at least fifty percent (50%) of the issued share capital of the Company (unless otherwise mandatorily required by Luxembourg law). Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at least two thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered votes.

Appointment and Removal of Directors.

Members of our board of directors may be elected by ordinary resolution at a general meeting of shareholders. Our articles of association will provide that all directors are elected for a period of one year, with all directors being elected at the annual general meeting of shareholders. Any director may be removed with or without cause by ordinary resolution at a general meeting of shareholders. Our articles of association provide that in case of a vacancy the board of directors may fill such vacancy. The directors shall be eligible for re-election indefinitely.

Neither Luxembourg law nor our articles of association contain any restrictions as to the voting of our shares by non-Luxembourg residents.

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Amendment to the Articles of Association

Shareholder Approval Requirements.

Luxembourg law requires that an amendment of the articles of association is made by extraordinary resolution. The agenda of the general meeting of shareholders must indicate the proposed amendments to the articles of association.

Formalities.

Any resolutions to amend our articles of association must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law.

Merger and De-Merger

A merger or de-merger by absorption whereby one Luxembourg company after its dissolution without liquidation transfers to another company all of its assets and liabilities in exchange for the issuance of shares in the acquiring company to the shareholders of the company being acquired, or a merger or de-merger effected by transfer of assets to a newly incorporated company, must, in principle, be approved at a general meeting by an extraordinary resolution of the Luxembourg company, and the general meeting must be held before a notary.

Dissolution and Liquidation

In the event of our dissolution, liquidation, or winding-up the assets remaining after allowing for the payment of all liabilities of the company will be paid out to the shareholders pro rata according to their respective shareholdings. Generally the decisions to dissolve, liquidate, or wind-up require the passing of an extraordinary resolution at a general meeting of our shareholders, and such meeting must be held before a notary. Shareholders of a Luxembourg public limited liability company have their liability limited to the capital contribution in respect of the shares they subscribed and paid or committed to pay for. However, distribution of dividends by the Company may not result in a reduction of the Company’s net asset value below the amount of its capital.

No Appraisal Rights

Neither Luxembourg law nor our articles of association provide for any appraisal rights of dissenting shareholders.

Dividend Distributions

Subject to Luxembourg law, if and when a dividend distribution is declared by the general meeting of shareholders or the board of directors in the case of interim dividend distributions, each ordinary share is entitled to participate equally in such distribution of funds legally available for such purposes. Pursuant to our articles of association, the general meeting of shareholders may approve a dividend distribution and the board of directors may declare an interim dividend distribution, to the extent permitted by Luxembourg law.

Declared and unpaid dividend distributions held by us for the account of the shareholders shall not bear interest. Under Luxembourg law, claims for unpaid dividend distributions will lapse in our favor five years after the date such dividend distribution was declared.

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Annual Accounts

Under Luxembourg law, the board of directors must prepare unconsolidated annual accounts, i.e., an inventory of the assets and liabilities of Trinseo S.A. together with a balance sheet and a profit and loss account each year. Our board of directors must also annually prepare consolidated accounts and management reports on the unconsolidated annual accounts and consolidated accounts. The unconsolidated annual accounts, the consolidated accounts, the management report and the auditor’s reports must be available for inspection by shareholders at our registered office at least 15 calendar days prior to the date of the annual ordinary general meeting of shareholders.

The unconsolidated annual accounts and the consolidated accounts, after approval by the annual ordinary general meeting of shareholders, will be filed with the Luxembourg Registry of Trade and Companies.

Information Rights

Luxembourg law gives shareholders limited rights to inspect certain corporate records 15 calendar days prior to the date of the annual ordinary general meeting of shareholders, including the unconsolidated annual accounts with the list of directors and auditors, the consolidated accounts, the notes to the annual accounts and the consolidated accounts, a list of shareholders whose shares are not fully paid-up, the management reports and the auditor’s report.

In addition, any registered shareholder is entitled to receive a copy of the unconsolidated annual accounts, the consolidated accounts, the auditor’s reports and the management reports free of charge prior to the date of the annual ordinary general meeting of shareholders.

Under Luxembourg law, it is generally accepted that a shareholder has the right to receive responses at the shareholders’ general meeting to questions concerning items on the agenda of that general meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such agenda item, unless a response to such questions could be detrimental to our interests.

Board of Directors

The management of Trinseo S.A. is vested in a board of directors. Our articles of association will provide that the board must comprise at least three members and no more than              members.

The board meets as often as Company interests require.

A majority of the members of the board present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple majority vote of the board members present or represented. The board may also take decisions by means of resolutions in writing signed by all directors. Each director has one vote.

The general shareholders’ meeting elects directors and decides their respective terms. Under Luxembourg law, directors may be re-elected but the term of their office may not exceed 6 years. If our general meeting so decides, the directors shall be elected on a staggered basis, with one third (1/3) of the directors being elected each year. The general shareholders’ meeting may dismiss one or more directors at any time, with or without cause by an ordinary resolution. If the board has a vacancy, the remaining directors have the right to fill such vacancy on a

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temporary basis pursuant to the affirmative vote of a majority of the remaining directors. The term of a temporary director elected to fill a vacancy expires at the end of the term of office of the replaced director, provided, however, that the next general shareholders’ meeting shall be requested definitively to elect any temporary director.

Within the limits provided for by law, our board may delegate to one or more persons the daily management of the Company and the authority to represent the Company.

No director shall, solely as a result of being a director, be prevented from contracting with us, either with regard to his tenure in any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any contract in which any director is in any way interested be liable to be voided merely on account of his position as director, nor shall any director who is so interested be liable to account to us or the shareholders for any remuneration, profit or other benefit realized by the contract by reason of the director holding that office or of the fiduciary relationship thereby established.

Any director having an interest in a transaction submitted for approval to the board may participate in the deliberations and vote thereon, unless the transaction is not in the ordinary course of the Company’s business and that conflicts with the Company’s interest, in which case the director shall be obliged to advise the board thereof and to cause a record of his statement to be included in the minutes of the meeting. He may not take part in these deliberations nor vote on such a transaction. At the next general meeting, before any other resolution is put to a vote, a special report shall be made on any transactions in which any of the directors may have had an interest that conflicts with our interest.

No shareholding qualification for directors is required.

Our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxemburg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof. We may purchase and maintain insurance for any director or other officer against any such liability.

No indemnification will be provided against any liability to us or our shareholders (i) by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of a director or officer; (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or (iii) in the event of a settlement, unless approved by a court or the board of directors.

Transfer Agent and Registrar

The transfer agent and registrar for our ordinary shares is             .

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COMPARISON OF SHAREHOLDER RIGHTS

We are incorporated under the laws of Luxembourg. The following discussion summarizes material differences between the rights of holders of our ordinary shares and the rights of holders of the ordinary shares of a typical corporation incorporated under the laws of the state of Delaware, which result from differences in governing documents and the laws of Luxembourg and Delaware.

Delaware	Luxembourg
Board of Directors
A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation.	Pursuant to the Luxembourg Corporate Law, the board of directors must be composed of at least three directors. They are appointed by the general meeting of shareholders (by proposal of the board, the shareholders or a spontaneous candidacy) by a simple majority of the votes cast. Directors may be re-elected but the term of their office may not exceed six years. Pursuant to our articles of association directors are elected by an ordinary resolution at a general meeting where a quorum of at least one half (50%) of the issued share capital (unless otherwise mandatorily required by Luxembourg law) and a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.” Our articles of association provide that in case of a vacancy, the remaining board members may elect a director to fill the vacancy. See “—Filling Vacancies on the Board of Directors.” The articles of association may provide for different classes of directors. Our articles of association do not provide for different classes of directors and each director has one vote. Our articles of association provide that the board may set up committees and determine their composition, powers and rules.

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Delaware	Luxembourg
Limitation on Personal Liability of Directors
A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director’s loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation would also provide that if the Delaware General Corporation Law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.	The Luxembourg Corporate Law provides that directors do not assume any personal obligations for commitments of the company. Directors are liable to the company for the performance of their duties as directors and for any misconduct in the management of the company’s affairs. Directors are further jointly and severally liable both to the company and to any third parties for damages resulting from violations of the law or the articles of association of the company. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof. In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. Our articles of association will provide that directors and officers, past and present, are entitled to indemnification from the Company to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof, subject to certain exceptions. See “Indemnification of Officers, Directors and Employees.”

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Delaware	Luxembourg
Interested Shareholders
Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an “interested shareholder” for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an “interested shareholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.	Under Luxembourg law no restriction exists as to the transactions that a shareholder may conclude with the company. The transaction must however be in the corporate interest of the company and be made on arm’s length terms.
A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 of the Delaware General Corporation Law through a provision in either its original certificate of incorporation, or an amendment to its original certificate or bylaws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.	Not applicable.
Removal of Directors
A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred shares, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).	Pursuant to the Luxembourg Corporate Law, directors may be removed at any time with or without cause by ordinary resolution at a general meeting of shareholders adopted by a simple majority of the votes cast on such resolution.

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Delaware	Luxembourg
Filling Vacancies on the Board of Directors
A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred shares, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of shareholders at which the term of the class of directors to which the newly elected director has been elected expires.	Luxembourg law provides that in the event of a vacancy of a director seat, the remaining directors may, unless the articles of association of the company provide otherwise, provisionally fill such vacancy until the next annual general meeting at which the shareholders will be asked to confirm the appointment. The decision to fill a vacancy must be taken at a duly convened and quorate meeting of the board of directors. Our articles of association provide that vacancies for removal or otherwise may be filled on a temporary basis pursuant to the affirmative vote of a majority of the remaining directors.
Amendment of Governing Documents
Under the Delaware General Corporation Law, amendments to a corporation’s certificate of incorporation require the approval of shareholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the Delaware General Corporation Law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware General Corporation Law. Under the Delaware General Corporation Law, the board of directors may amend bylaws if so authorized in the charter. The shareholders of a Delaware corporation also have the power to amend bylaws.	Under the Luxembourg Corporate Law, amendments to the articles of association of the company require an extraordinary general meeting of shareholders held in front of a public notary at which at least one half of the share capital is represented. The notice of the extraordinary general meeting shall set out the proposed amendments to the articles of association.
	If the aforementioned quorum is not reached, a second meeting may be convened by means of notices published twice at intervals of fifteen days or less and fifteen days before the meeting in the Luxembourg official gazette (Mémorial, Recueil des Sociétés et Associations) and in two Luxembourg newspapers. The second meeting shall be validly constituted regardless of the proportion of the share capital represented. At both meetings, resolutions will be adopted if approved by at least two-thirds of the votes cast (unless otherwise mandatorily required by Luxembourg law). Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out

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Delaware	Luxembourg
	above are fulfilled with respect to each class of shares. A change of nationality of the company as well as an increase of the commitments of its shareholders require however the unanimous consent of the shareholders (and bondholders, if any). If the company has issued bonds, any amendments to the object of the company or its legal form (except in the case of a merger, de-merger or assimilated operations) require the approval of the bondholders’ general meeting. Our articles of association provide that for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of the issued share capital of the Company. If the said quorum is not present, a second meeting may be convened at which the quorum shall be at least one half (50%) of all the issued share capital of the Company unless otherwise required by law. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered votes.
	In very limited circumstances the board of directors may be authorized by the shareholders to amend the articles of association, albeit always within the limits set forth by the shareholders. This is the case in the context of the Company’s authorized share capital within which the board of directors is authorized to issue further shares or in the context of a share capital reduction and cancellation of shares. The board of directors is then authorized to appear in front of a notary public to record the capital increase or decrease and to amend the share capital set forth in the articles of association.

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Delaware	Luxembourg
Meetings of Shareholders
Annual and Special Meetings
Typical bylaws provide that annual meetings of shareholders are to be held on a date and at a time fixed by the board of directors. Under the Delaware General Corporation Law, a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws.	Pursuant to the Luxembourg Corporate Law, at least one general meeting of shareholders must be held each year on the day and at the time indicated in the articles of association of the company. The purpose of such annual general meeting is to approve the annual accounts, allocate the results, proceed to statutory appointments and grant discharge to the directors. The annual general meeting must be held within six months of the end of each financial year. Our articles of association provide that our annual general meeting be held on the second Monday of June of each year at 10:00 a.m. CET. If that day is a legal or banking holiday, the meeting will be held on the next following business day. Other meetings of shareholders may be convened. Pursuant to Luxembourg law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month of the receipt of a written request of shareholders representing one-tenth of the issued capital. Such request must be in writing and indicate the agenda of the meeting.
Quorum Requirements
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting.	Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions. Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions. Ordinary Resolutions: pursuant to Luxemburg law there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting, and such ordinary resolutions shall be adopted by a simple

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Delaware	Luxembourg
	majority of votes validly cast on such resolution. Abstentions are not considered “votes.” Extraordinary Resolutions: extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized or issued capital, (b) a limitation or exclusion of preemptive rights, (c) approval of a statutory merger or de-merger (scission), (d) dissolution and (e) an amendment of the articles of association. Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting the quorum shall generally be at least one half (50%) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered “votes.” Our articles of association provide that for any ordinary resolutions to be considered at a general meeting, the quorum at such meeting must be at least one half (50%) of all our outstanding shares (unless otherwise mandatorily required by law) and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”
	Our articles of association provide that unless otherwise mandatorily required by law for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of our issued share capital. If the said quorum is not present, a second meeting may be convened at which the quorum shall be at least one half (50%) of all our outstanding shares unless otherwise mandatorily required by law. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered “votes.”

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Delaware	Luxembourg
Indemnification of Officers, Directors and Employees
Under the Delaware General Corporation Law, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person: •    acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and •    in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Delaware General Corporation Law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.	Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the company. Our articles of association will contain indemnification provisions setting forth the scope of indemnification of our directors and officers. These provisions will allow us to indemnify directors and officers against liability (to the extent permitted by Luxembourg law) and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings, subject to limited exceptions. See “Management—Limitations of Liability and Indemnification Matters” “Description of Share Capital—Board of Directors.” The indemnification extends, among other things, to legal fees, costs and amounts paid in the context of a settlement. Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.

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Delaware	Luxembourg
To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by the Delaware General Corporation Law to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.
Shareholder Approval of Business Combinations
Generally, under the Delaware General Corporation Law, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.	Under Luxembourg law, and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board’s powers are limited only by law and the articles of association of the Company. Any type of business combination that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution or voluntary liquidation, requires an extraordinary resolution of a general meeting of a shareholder.
	Transactions such as a sale, lease or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease or exchange of substantial assets of the Company.
The Delaware General Corporation Law also requires a special vote of shareholders in connection with a business combination with an “interested shareholder” as defined in section 203 of the Delaware General Corporation Law. See “—Interested Shareholders” above.	Not applicable.

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Delaware	Luxembourg
Shareholder Action Without a Meeting
Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action.	A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association. Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote by proxy.
Shareholder Suits
Under the Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated shareholders where the requirements for maintaining a class action under the Delaware General Corporation Law have been met. A person may institute and maintain such a suit only if such person was a shareholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware case law, the plaintiff generally must be a shareholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. The Delaware General Corporation Law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile.	Pursuant to Luxembourg law, and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board’s powers are limited only by law and the articles of association of the company. Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the company. The board of directors has sole authority to decide whether to initiate legal action to enforce the company’s rights (other than, in certain circumstances, in the case of an action against board members). Shareholders do not generally have authority to initiate legal action on the company’s behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties. If a director is responsible for a breach of the law or of a provision of the articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the company. Luxembourg procedural law does not recognize the concept of class actions.

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Delaware	Luxembourg
Dividends and Distributions; Repurchases and Redemptions
The Delaware General Corporation Law permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.	Pursuant to Luxembourg law, dividend distributions may be declared by shareholders (i) by the general meeting or (ii) by the board of directors in the case of interim dividends (acomptes sur dividendes). Dividend distributions may be made if the following conditions are met: •    except in the event of a reduction of the issued share capital, a distribution to shareholders may not be made if net assets on the closing date of the preceding fiscal year are, or following such distribution would become, less than the sum of the issued share capital plus reserves, which may not be distributed by law or under our articles of association. •    the amount of a distribution to shareholders may not exceed the sum of net profits at the end of the preceding fiscal year plus any profits carried forward and any amounts drawn from reserves which are available for that purpose, less any losses carried forward and with certain amounts to be placed in reserve in accordance with the law or our articles of association. Interim dividend distributions may only be made if the following conditions are met: •    interim accounts indicate sufficient funds available for distribution. •    the amount to be distributed may not exceed total net profits since the end of the preceding fiscal year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed in reserves in accordance with the law or the articles of association. •    the board may declare interim distributions no more than two months after the date at which the interim accounts have been drawn up.

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Delaware	Luxembourg
	•    prior to declaring an interim distribution, the board must receive a report from company auditors confirming that the conditions are met for an interim distribution. The amount of distributions declared by the annual general meeting of shareholders shall include (i) the amount previously declared by the board of directors (i.e., the interim distributions for the year of which accounts are being approved), and if proposed (ii) the (new) distributions declared on the annual accounts. Where interim distribution payments exceed the amount of the distribution subsequently declared at the general meeting, any such overpayment shall be deducted from the next distribution. Our articles of association do permit interim distributions decided by our board of directors.
Under the Delaware General Corporation Law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.	Pursuant to Luxembourg law, the company (or any party acting on its behalf) may repurchase its own shares and hold them in treasury, provided: •    the shareholders at a general meeting have previously authorized the board of directors to acquire company shares. The general meeting shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the period for which the authorization is given (which may not exceed five years) and, in the case of acquisition for value, the maximum and minimum consideration. •    the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on behalf of the company, may not have the effect of reducing the net assets below the amount of the issued share capital plus the reserves, which may not be distributed by law or under the articles of association. •    only fully paid–up shares may be repurchased.

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Delaware

Luxembourg

No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to the company, provided the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the shares acquired, the proportion of the subscribed capital which they represent and the consideration paid for them; and (ii) in the case of shares acquired by either the company or by a person acting on behalf of the company with a view to redistributing the shares to the staff of the company provided that the distribution of such shares is made within 12 months from their acquisition. Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce the capital of the company or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves, which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares of Luxembourg law. Any shares acquired in contravention of the above provisions must be re-sold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period. As long as shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on the balance sheet of the company, a non-distributable reserve of the same amount must be reflected as a liability. Our articles of association will provide that shares may be acquired in accordance with the law. The general meeting of shareholders authorized the acquisition of up to          for a period ending on                 .

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Delaware	Luxembourg
Transactions with Officers or Directors
Under the Delaware General Corporation Law, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the Delaware General Corporation Law, either (a) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum.	There are no rules under Luxembourg law preventing a director from entering into contracts or transactions with the company to the extent the contract or the transaction is in the corporate interest of the company. The Luxembourg Corporate Law prohibits a director from participating in deliberations and voting on a transaction if (a) such director, or a third party in which such director has an interest, is a party to such transaction, and (b) the interests of such director or third-party conflict with the interests of the company. The relevant director must disclose his personal interest to the board of directors and abstain from voting. The transaction and the director’s interest therein shall be reported to the next succeeding general meeting of shareholders. The articles of association of the company may require that certain transactions between a director and the company be submitted for board and/or shareholder approval. The articles of association provide that no director shall, solely as a result of being a director of the Company, have any duty to refrain from any decision or action to enforce its rights under any agreement or contract with the Company. A director who has an interest in a transaction carried out other than in the ordinary course of business which conflicts with the interests of the Company must advise the Board accordingly and have the statement recorded in the minutes of the meeting. The director concerned may not take part in the deliberations concerning that transaction. A special report on the relevant transaction is submitted to the shareholders at the next General Meeting, before any vote on the matter.

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Delaware	Luxembourg
Dissenters’ Rights
Under the Delaware General Corporation Law, a shareholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction.	Neither Luxembourg law nor our articles provide for appraisal rights.
Cumulative Voting
Under the Delaware General Corporation Law, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a shareholder has the number of votes equal to the number of shares held by such shareholder times the number of directors nominated for election. The shareholder may cast all of such votes for one director or among the directors in any proportion.	Not applicable. See “—Board of Directors.”
Anti-Takeover Measures
Under the Delaware General Corporation Law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.	Pursuant to Luxembourg law, it is possible to create an authorized share capital from which the board of directors is authorized by the shareholders to issue further shares and, under certain conditions, to limit, restrict or waive preferential subscription rights of existing shareholders. The rights attached to the shares issued within the authorized share capital will be equal to those attached to existing shares and set forth in the articles of association of the company.
In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.	The authority of the board of directors to issue additional shares is valid for a period of up to five years unless renewed by vote of the holders of at least two-thirds of the votes cast at a shareholders meeting. Prior to the completion of this offering, we will have an authorized share capital of $             and will be authorized to issue up to             ordinary shares (subject to stock splits, consolidation of

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Delaware

Luxembourg

shares or like transactions) with a nominal value of $         each. Immediately after completion of this offering, the authorized share capital will be $            . Our articles of association will authorize our board of directors to issue ordinary shares within the limits of the authorized share capital at such times and on such terms as our board or its delegates may decide for a period commencing on the date of our articles of association and ending five years after the date on which the minutes of the shareholders’ meeting approving such authorization are published in the Luxembourg official gazette Mémorial, Recueil des Sociétés et Associations (unless such period is extended, amended or renewed). Accordingly, our board will be authorized to issue up to              ordinary shares until such date. We currently intend to seek renewals and/or extensions as required from time to time.

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ENFORCEMENT OF CIVIL LIABILITIES

Luxembourg

We are a company organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, some of our directors and officers named in this prospectus reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities law. It may also be difficult for an investor to bring an original action in a Luxembourg or other foreign court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law, furthermore, does not recognize a shareholder’s right to bring a derivative action on behalf of the Company.

In particular, there is doubt as to the enforceability of original actions in Luxembourg courts of civil liabilities predicated solely upon U.S. federal securities laws, and the enforceability in Luxembourg courts of judgments entered by U.S. courts predicated upon the civil liability provisions of U.S. federal securities laws will be subject to compliance with procedural and other requirements under Luxembourg law, including the condition that the judgment does not violate Luxembourg public policy. See the section entitled “Risk Factors—Risks Related to Investment in a Luxembourg Company—We are a Luxembourg public limited liability company (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States” for further discussion of enforcement of civil liabilities under Luxembourg law.

In addition, under Luxembourg law, directors do not assume any personal obligations for the Company’s commitments. Directors are liable to the Company for the performance of their duties as directors and for any misconduct in the management of the Company’s affairs. Directors are further jointly and severally liable both to the Company and to any third parties for damages resulting from violations of the law or our articles of association. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof. In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. A shareholder of the Company may file a claim against the Company in Luxembourg to the extent that the Luxembourg court has jurisdiction over such claim in accordance with the Luxembourg judicial code. See the section entitled “Comparison of Shareholder Rights— Limitation on Personal Liability of Directors” for further discussion of liabilities relating to directors of the Company.

Further, Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the Company. The board of directors has sole authority to decide whether to initiate legal action to enforce the Company’s rights (other than, in certain circumstances, in the case of an action against board members). Shareholders do not generally have authority to initiate legal action on the Company’s behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties. If a director is responsible for a breach of the law or of a provision of our

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articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the Company. Luxembourg procedural law does not recognize the concept of class actions. See the section entitled “Comparison of Shareholder Rights—Shareholder Suits” for further discussion of shareholder actions.

Germany

Bain Capital Everest Holding 2 GmbH, Styron Deutschland GmbH, Styron Deutschland Rubber GmbH and Styron Deutschland Anlagengesellschaft mbH (collectively, the “German Subsidiaries”) are limited liability companies organized under the laws of the Federal Republic of Germany. A substantial majority of their assets are located outside the United States. Furthermore, some of their managing directors (Geschäftsführer) named in this prospectus reside outside the United States and all or most of the assets of those officers and directors may be located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon the German Subsidiaries or these persons or to enforce outside the United States judgments obtained against the German Subsidiaries or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against the German Subsidiaries or these persons in courts located in jurisdictions outside the United States (please see below for details on enforceability of judgments in Germany). It may also be difficult for an investor to bring an original action in a German or other foreign court predicated upon the civil liability provisions of the U.S. federal securities laws against the German subsidiaries or these persons.

In particular, it cannot be assured that original actions in German courts of civil liabilities predicated solely upon U.S. federal securities laws can be enforced. Furthermore, the enforceability in German courts of judgments entered by U.S. courts predicated upon the civil liability provisions of U.S. federal securities laws will be subject to compliance with procedural and other requirements under German law, including the condition that the judgment does not violate German public policy.

The United States and Germany currently do not have a treaty providing for the reciprocal recognition and enforcement of court judgments in civil and commercial matters. Consequently, a final judgment for a payment rendered by any court in the United States would not automatically be enforceable in Germany.

Notwithstanding the foregoing, a final and conclusive judgment for payment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would generally be recognized in an action before a German court assuming all of the following:

• the U.S. court had jurisdiction of the case in accordance with German law principles of jurisdictional competence;

• the document introducing the proceedings was duly served and made known to the defendant in a timely manner that allowed for adequate defense;

• the judgment is not contrary to (i) any prior judgment which became res judicata rendered by a German court or (ii) any prior judgment which became res judicata rendered by a foreign court which is to be recognized in Germany and the procedure leading to the respective judgment under (i) or (ii) is not in contradiction to any such prior judgment or a proceeding previously commenced in Germany;

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• the judgment is consistent with the procedure of a matter pending before a German court, provided that such matter was pending before a German court before the U.S. court entered its judgment;

• the effects of its recognition will not be in conflict with material principles of German law (the German ordre public), including, without limitation, fundamental rights under the constitution of Germany (Grundrechte). In this context, it should be noted that any component of a U.S. federal or state court civil judgment awarding punitive damages or any other damages which do not serve a compensatory purpose, such as treble damages, will not be enforced in Germany. They are regarded to be in conflict with material principles of German law;

• the reciprocity of enforcement of judgments is guaranteed; and

• the judgment became res judicata in accordance with the law of the place where it was pronounced.

While foreign court decisions are generally recognized if the above principles are met, enforcement and foreclosure based on U.S. judgments may be sought against German defendants (or assets) only after having received an exequatur decision from a competent German court in accordance with the above principles.

Subject to the foregoing, a person who has obtained a judgment from U.S. federal or state courts may be able to enforce judgments in Germany in civil and commercial matters. However, we cannot assure you that those judgments will be enforceable. Even if a U.S. judgment is declared enforceable in Germany, it does not necessarily mean that it will be enforced in all circumstances. In particular, the obligations need to be of a specific kind and type for which an enforcement procedure exists under German law. Also, if circumstances have arisen after the date on which such foreign judgment became legally effective and final, a defense against execution may arise.

If the party in whose favor such final judgment is rendered brings a new lawsuit in a competent court in Germany, such party may submit to the German court the final judgment rendered in the United States. Under such circumstances, a judgment by a federal or state court of the United States against the German Subsidiaries or such persons will be regarded by a German court only as evidence of the outcome of the dispute to which such judgment relates. A German court may choose to re-hear the dispute and may render a judgment not in line with the judgment rendered by a federal or state court of the United States.

Furthermore, German civil procedure differs substantially from U.S. civil procedure in a number of respects. With respect to the production of evidence, for example, U.S. federal and state law and the laws of several other jurisdictions based on common law provide for pre-trial discovery, a process by which parties to the proceedings may, prior to trial, compel the production of documents by adverse or third parties and the deposition of witnesses. Evidence obtained in this manner may be decisive in the outcome of any proceeding. No such pre-trial discovery process exists under German law.

Enforcement is also subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, moratorium as well as other similar laws affecting creditor’s rights generally. In addition, it is doubtful whether a German court would accept jurisdiction and impose civil liability in an original action predicated solely upon U.S. federal securities laws.

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Netherlands

Two of our subsidiaries, Styron Netherlands B.V. and Styron Holding B.V. (the “Netherlands Subsidiaries”), are organized under the laws of The Netherlands. A substantial majority of the assets of the Netherlands Subsidiaries are located outside the United States. Furthermore, all the directors and officers of the Netherlands Subsidiaries reside outside the United States and all or most of the assets of those officers and directors may be located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon the Netherlands Subsidiaries or these persons or to enforce outside the United States judgments obtained against the Netherlands Subsidiaries or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against these subsidiaries or persons in courts located in jurisdictions outside the United States. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions outside the United States, liabilities predicated upon U.S. federal securities laws, as the case may be.

In order to obtain a judgment which is enforceable in The Netherlands, the party in whose favor a final and conclusive judgment of a U.S. court has been rendered will be required to file its claim with a court of competent jurisdiction of The Netherlands. Such party may submit to the Dutch court the final judgment rendered by the U.S. court. If and to the extent that the Dutch court finds that the jurisdiction of the U.S. court has been based on grounds which are internationally acceptable and that proper legal procedures have been observed, the court of The Netherlands will, in principle, recognize the judgment of the court of the United States, unless such judgment contravenes principles of public order of The Netherlands. The recognition by a Dutch court of judgments rendered by a court in the United States is subject to Dutch rules of civil procedure.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of certain of our indebtedness that is currently outstanding. The following descriptions do not purport to be complete and are qualified in their entirety by reference to the agreements and related documents referred to herein, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Senior Secured Credit Facility

On June 17, 2010 we entered into the Senior Secured Credit Facility. On February 2, 2011, we amended our Senior Secured Credit Facility, which provides for the Revolving Facility and the Term Loan, the proceeds of which were used to repay the existing term loan and related accrued interest, the Seller Note and related accrued interest, pay debt issuance costs, make a distribution to the shareholders of Parent, and provide general corporate funds. As of April 22, 2011, we had $1,396.5 million outstanding under the Term Loan and $85.0 million outstanding under the Revolving Facility. Amounts under Revolving Facility may be borrowed, repaid and re-borrowed to fund our working capital needs, capital expenditures, general corporate purposes and, to the extent otherwise permitted, acquisitions and investments. No amounts under the Term Loan, once repaid, may be re-borrowed.

Interest Rate

At the option of Styron S.à r.l. (the “Borrower”), the loans under the Revolving Facility and the Term Loan may be maintained from time to time as (a) LIBOR rate loans, which bear interest at a rate per annum equal to the LIBO Rate plus the Applicable Margin, or (b) base rate loans which shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin. “LIBO Rate” is defined in the Senior Secured Credit Facility as (x) the offered rate per annum for deposits that appears on the appropriate page of the Reuters screen or (y) if no such rate exists, the interest rate per annum, as determined by the administrative agent, at which deposits in immediately available funds are offered in the London interbank eurodollar market. Notwithstanding the foregoing, the LIBOR Rate shall not be less than, as applied to the revolving facility, 1.75% or the term loan facility, 1.50%. “Base Rate” is defined as the higher of (x) the federal funds rate plus 1/2 of 1%, (y) the rate in effect as publically announced by Deutsche Bank AG New York Branch, as its “prime rate” and (z) the LIBO Rate plus 1%, provided that the Base Rate shall in no event be less than 2.75% for the revolving facility and or 2.50% for term loan facility. “Applicable Margin” is defined to mean, as applicable to (x) term loans maintained as LIBOR rate loans, 4.50% or as base rate loans, 3.50% and (y) revolving loans, initially, as applied to LIBOR rate loans, 5.75% or as base rate loans, 4.75% and thereafter adjusted quarterly based on the total leverage ratio.

Guarantees

The Senior Secured Credit Facility is collateralized by a security interest in substantially all of the assets of the Borrower, its immediate parent and certain subsidiary guarantors. All obligations under the Senior Secured Credit Facility are guaranteed by our U.S. subsidiaries and certain foreign subsidiaries including those located in Switzerland, Sweden, Belgium, Germany, England, Italy, France, Spain, Hong Kong, Singapore, Luxembourg, the Netherlands and Ireland. The collateral for such borrowings under the Senior Secured Credit Facility consists of shares of capital stock, intercompany debt and substantially all present and future property and assets of the guarantors.

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Maturity and Amortization

The maturity of the revolving facility is June 17, 2015. Loans made pursuant to the Revolving Facility must be repaid in full on or prior to such date. The maturity of the Term Loan is August 2, 2017. The Tem Loan must be repaid quarterly at an aggregate principal amount equal to 0.25% of the aggregate principal amount of all term loans outstanding at the time of the amendment of the Senior Secured Credit Facility, with the remainder of term loans outstanding to be paid upon the maturity of the term loan facility.

Covenants

The Senior Secured Credit Facility requires us to comply with customary affirmative, negative and financial covenants. Set forth below is a brief description of each.

Affirmative Covenants.    The affirmative covenants require: (i) payment of taxes and other material obligations, (ii) preservation of legal existence, rights, privileges, permits, licenses and franchises, (iii) maintenance of properties, (iv) maintenance of customary insurance, (v) visitation and inspection rights, (vi) designation of restricted and unrestricted subsidiaries, (vii) compliance with laws (including, without limitation, ERISA and environmental laws), (viii) further assurances as to the security interest in additional collateral, (ix) interest rate protection, (x) maintenance of rating, and (xi) customary financial and other reporting requirements (including, without limitation, annual audited financial statements and quarterly unaudited financial statements, in each case on a consolidated basis, notices of defaults, compliance certificates, reports to shareholders and other business and financial information as the administrative agent shall reasonably request).

Negative Covenants.    The negative covenants include restrictions with respect to (i) liens, (ii) debt (including guarantees or other contingent obligations, (iii) mergers, consolidations, liquidations and dissolutions, (iv) sales, transfers or other disposition of assets, (v) dividends and other distributions to shareholders, (vi) loans, acquisitions and other investments, (vii) changing the principal nature of our business, (viii) transactions with affiliates, and (ix) capital expenditures.

Financial Covenants.    We are required to maintain financial covenants that, among other things, limit our maximum total leverage ratio (total indebtedness to Adjusted EBITDA) and minimum interest coverage ratio (Adjusted EBITDA to interest expense). All of the financial covenants are calculated on a pro forma basis and for each consecutive four fiscal quarter periods, ending with the most recent fiscal quarter for which unaudited financial statements are required to have been delivered to the administrative agent. As described in our credit agreement, these financial covenants become more restrictive over time. If we fail to comply with these covenants an event of default would occur.

As of June 27, 2011, we were in compliance with all covenants contained in the Senior Secured Credit Facility.

Events of Default

The Senior Secured Credit Facility provides for customary events of default, including (i) nonpayment of any principal, interest or fees, subject to applicable grace periods, (ii) failure to perform or observe any covenants, (iii) material inaccuracy of representations or warranties, (iv) cross-default to indebtedness over $20 million, (v) certain bankruptcy events, (vi) judgments

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with respect to which $20 million or more is not covered by insurance or indemnity, (vii) invalidity of any security or guaranty document, (viii) change of control, (ix) material ERISA liabilities, and (x) failure to maintain seniority of security interest.

Upon an event of default and absent a waiver or an amendment from the lenders, the administrative agent may terminate commitments and accelerate payment of all outstanding borrowings under the Senior Secured Credit Facility.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our ordinary shares. Future sales of substantial amounts of our ordinary shares in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our ordinary shares. No prediction can be made as to the effect, if any, future sales of shares, or the availability of shares for future sales, will have on the market price of our ordinary shares prevailing from time to time. The sale of substantial amounts of our ordinary shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares.

Sale of Restricted Shares

Upon completion of this offering, we will have             ordinary shares outstanding. Of these ordinary shares, the             ordinary shares being sold in this offering, plus any shares sold by us or the selling shareholder upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable without restriction under the Securities Act, except for any such shares which may be held or acquired by an “affiliate” of ours, as that term is defined in Rule 144 promulgated under the Securities Act, which shares will be subject to the volume limitations and other restrictions of Rule 144 described below. The remaining             ordinary shares held by our existing shareholders upon completion of this offering will be “restricted securities,” as that phrase is defined in Rule 144, and may be resold only after registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemptions provided by Rule 144 and 701 under the Securities Act, which rules are summarized below. These remaining ordinary shares held by our existing shareholders upon completion of this offering will be available for sale in the public market after the expiration of the lock-up agreements described in “Underwriting,” taking into account the provisions of Rules 144 and 701 under the Securities Act.

Rule 144

Under Rule 144, persons who became the beneficial owner of our ordinary shares prior to the completion of this offering may not sell their shares until the earlier of (1) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.

At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of ordinary shares provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of ordinary shares that does not exceed the greater of either of the following:

• 1% of the number of our ordinary shares then outstanding, which will equal approximately shares immediately after this offering, based on the number of our ordinary shares outstanding as of                    , 2011; or

• the average weekly trading volume of our ordinary shares on              during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited

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number of our ordinary shares without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 701, any of our associates, directors, officers, consultants or advisors who purchased shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares in reliance upon Rule 144 beginning 90 days after the date of this prospectus. If such person is not an affiliate, the sale may be made subject only to the manner-of-sale restrictions of Rule 144. If such a person is an affiliate, the sale may be made under Rule 144 without compliance with its one-year minimum holding period, but subject to the other Rule 144 restrictions.

Lock-Up Agreements

We, each of our officers and directors and the selling shareholder have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of the ordinary shares or securities convertible into or exchangeable for, or that represent the right to receive, ordinary shares during the period from the date of the underwriting agreement to be executed by us in connection with this offering continuing through the date that is 180 days after the date of the underwriting agreement, except with the prior written consent of             . See “Underwriting.”

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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

United States Federal Income Tax Considerations

Subject to the limitations and qualifications stated herein, this discussion sets forth the material U.S. federal income tax consequences of the purchase, ownership and disposition of the ordinary shares. The discussion is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect.

The discussion of the holders’ tax consequences addresses only those persons that acquire their ordinary shares in this offering and that hold those ordinary shares as capital assets and does not address the tax consequences to any special class of holders, including without limitation, holders (directly, indirectly or constructively) of 5% or more of our shares, dealers in securities or currencies, banks, tax-exempt organizations, life insurance companies, financial institutions, broker-dealers, regulated investment companies, real estate investment trusts, traders in securities that elect the mark-to-market method of accounting for their securities holdings, persons that hold securities that are a hedge or that are hedged against currency or interest rate risks or that are part of a straddle, conversion or “integrated” transaction, U.S. expatriates, partnerships or other entities classified as partnerships for U.S. federal income tax purposes and U.S. Holders (as defined below) whose functional currency for U.S. federal income tax purposes is not the U.S. dollar. This discussion does not address the effect of the U.S. federal alternative minimum tax, or U.S. federal estate and gift tax, or any state, local or foreign tax laws on a holder of ordinary shares.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the U.S.; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (ii) that was in existence on August 20, 1996 and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust. The term “non-U.S. Holder” means any beneficial owner of our ordinary shares that is neither a U.S. Holder nor a partnership.

If a partnership or an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners in partnerships that hold our ordinary shares should consult their tax advisors.

You are Urged to Consult Your Own Independent Tax Advisor Regarding the Specified U.S. Federal, State, Local and Foreign Income and Other Tax Considerations Relating to the Acquisition, Ownership and Disposition of Our Ordinary Shares.

Cash Dividends and Other Distributions

A U.S. Holder of ordinary shares generally will be required to treat distributions received with respect to such ordinary shares (including any amounts withheld pursuant to Luxembourg tax law) as dividend income to the extent of our current or accumulated earnings and profits

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(computed using U.S. federal income tax principles), with the excess treated as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in the ordinary shares and, thereafter, as capital gain, subject to the passive foreign investment company, or “PFIC,” rules discussed below. Dividends paid on the ordinary shares will not be eligible for the dividends received deduction allowed to U.S. corporations.

For taxable periods commencing before January 1, 2013, a maximum 15% U.S. tax rate applies with respect to dividends paid to an individual U.S. Holder by a domestic corporation or “qualified foreign corporation” if certain holding period requirements are met. A qualified foreign corporation generally includes a foreign corporation (other than a PFIC) if (i) its ordinary shares are readily tradable on an established securities market in the United States or (ii) it is eligible for benefits under a comprehensive U.S. income tax treaty. Our ordinary shares are expected to be readily tradable on an established securities market, the                    .

Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

A U.S. Holder who pays (whether directly or through withholding) Luxembourg income tax with respect to dividends paid on our ordinary shares generally will be entitled to receive either a deduction or a foreign tax credit for such Luxembourg income tax paid. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income. Dividends paid by us generally will constitute “foreign source” income and generally will be categorized as “passive category income.” Because the foreign tax credit rules are complex, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.

A non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends paid with respect to ordinary shares unless such income is effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States and if required by an applicable income tax treaty, the dividends are attributable to a permanent establishment that the holder maintains in the United States. A corporate non-U.S. Holder’s effectively connected income may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate if the holder is eligible for the benefits of an income tax treaty that provides for a lower rate.

Sale or Disposition of Ordinary Shares

A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of the ordinary shares in an amount equal to the difference between the U.S. dollar amount realized on such sale or exchange (determined in the case of shares sold or exchanged for currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or

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exchange or, if the ordinary shares sold or exchanged are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the ordinary shares determined in U.S. dollars. The initial tax basis of the ordinary shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase price for the shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the shares purchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date).

Assuming we are not a PFIC and have not been treated as a PFIC during your holding period for our ordinary shares, such gain or loss will be capital gain or loss and will be long-term gain or loss if the ordinary shares have been held for more than one year. With respect to sales occurring in taxable years commencing before January 1, 2013, the maximum long-term capital gain tax rate for an individual U.S. Holder is 15%. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.

A non-U.S. Holder of ordinary shares will not be subject to United States income or withholding tax on gain from the sale or other disposition of ordinary shares unless (i) such gain is effectively connected with the conduct of a trade or business within the United States or (ii) the non-U.S. Holder is an individual who is present in the United States for at least 183 days during the taxable year of the disposition and certain other conditions are met. As described above, a corporate non-U.S. Holder’s effectively connected income may, under certain circumstances, be subject to an additional “branch profits tax.”

Potential Application of Passive Foreign Investment Company Provisions

We do not currently expect to be treated as a PFIC for U.S. federal income tax purposes with respect to our taxable year ending December 31, 2011. Our actual PFIC status for the current taxable year will not be determinable until the close of such year, and, accordingly, there is no guarantee that we will not be a PFIC for the current taxable year. A non-U.S. corporation is considered to be a PFIC for any taxable year if either:

• at least 75% of its gross income is passive income (the “income test”); or

• at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Given the types of assets owned by us and our subsidiaries and the type of income earned by us and our subsidiaries, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the corporation’s stock. Subject to various exceptions, passive income generally includes dividends, interest, rents, royalties and gains from the disposition of assets that produce or are held for the production of passive income.

We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. If we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which a U.S. Holder holds the ordinary shares. However, if we cease to be a PFIC, a U.S. Holder may avoid some of the adverse effects of the PFIC regime thereafter by making a “deemed sale” election with respect to the ordinary shares, as applicable.

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If we are or become a PFIC in a taxable year in which we pay a dividend or the prior taxable year, the 15% dividend rate discussed above with respect to dividends paid to non-corporate holders would not apply. In addition, if we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” that the U.S. Holder receives and any gain the U.S. Holder realizes from a sale or other disposition (including a pledge or a deemed disposition) of the ordinary shares, unless the U.S. Holder makes a “mark-to-market” election as discussed below. Distributions the U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions the U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:

• the excess distribution or gain from a sale or other disposition will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which the Company became a PFIC, will be treated as ordinary income; and

• the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets. Special foreign tax credit rules apply with respect to excess distributions. Please consult your own tax advisor with respect to such rules.

We do not intend to prepare or provide the information that would enable you to make a qualified electing fund election.

Alternatively, a U.S. Holder of “marketable stock” (as defined below) of a PFIC may make a mark-to-market election with respect to such stock to elect out of the tax treatment discussed above. If a U.S. Holder makes a valid mark-to-market election for the ordinary shares the U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of the U.S. Holder’s taxable year over the U.S. Holder’s adjusted basis in such ordinary shares. A U.S. Holder is allowed a deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in the U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. The U.S. Holder’s basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If a U.S. Holder makes such an election, the tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us, except that the reduced 15% rate discussed above under “—Cash Dividends and Other Distributions” would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S.

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Treasury regulations. The            is a qualified exchange. Special rules apply in determining whether stock of PFIC is regularly traded in the context of an initial public offering. Please consult your own tax advisor with respect to such rules.

U.S. Holders who hold ordinary shares in any year in which we are a PFIC, will be required to file U.S. Internal Revenue Service Form 8621.

You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in our ordinary shares.

Impact of New Legislation on Ownership and Disposition of Common Stock

Recently enacted legislation requires certain U.S. Holders that are individuals, estates or trusts to pay an additional 3.8% tax on, among other things, dividends on, and capital gains from the sale or other disposition of, stock for taxable years beginning after December 31, 2012. In addition, for taxable years beginning after March 18, 2010, new legislation requires certain U.S. Holders who are individuals that hold certain foreign financial assets (which may include the ordinary shares) to report information relating to such assets, subject to certain exceptions. U.S. Holders should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of the ordinary shares.

Information Reporting and Backup Withholding

Information reporting to the U.S. Internal Revenue Service generally will be required with respect to payments on the ordinary shares and proceeds of the sale of the ordinary shares paid within the United States or through certain U.S.-related financial intermediaries to holders that are U.S. taxpayers, other than exempt recipients. A 28% “backup” withholding tax may apply to those payments if such a holder fails to provide a taxpayer identification number to the paying agent and to certify that no loss of exemption from backup withholding has occurred. Holders that are not subject to U.S. taxation may be required to comply with applicable certification procedures to establish that they are not U.S. taxpayers in order to avoid the application of such information reporting requirements and backup withholding. We or the applicable paying agent will withhold on a distribution if required by applicable law. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded, or credited against the holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the U.S. Internal Revenue Service.

THE ABOVE DISCUSSION DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO YOU OF AN INVESTMENT IN THE ORDINARY SHARES.

Luxembourg Tax Considerations

Tax Regime Applicable to Capital Gains Realized Upon Disposal of Shares

The following is a summary discussion of the material Luxembourg tax considerations of the acquisition, ownership and disposition of your ordinary shares that may be applicable to you if you acquire our ordinary shares.

It is not intended to be, nor should it be construed to be, legal or tax advice. This discussion is based on Luxembourg laws and regulations as they stand on the date of this prospectus and

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is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect). Prospective investors should therefore consult their own professional advisers as to the effects of state, local or foreign laws and regulations, including Luxembourg tax law and regulations, to which they may be subject.

As used herein, a “Luxembourg individual” means an individual resident in Luxembourg who is subject to personal income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources, and a “Luxembourg corporate holder” means a company (that is, a fully taxable collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law) resident in Luxembourg subject to corporate income tax (impôt sur le revenu des collectivités) on its worldwide income from Luxembourg or foreign sources. For purposes of this summary, Luxembourg individuals and Luxembourg corporate holders are collectively referred to as “Luxembourg Holders.” A “non-Luxembourg Holder” means any investor in shares of Trinseo other than a Luxembourg Holder.

Luxembourg Holders

Luxembourg individual holders.    For Luxembourg individuals holding (together, directly or indirectly, with his or her spouse or civil partner or underage children) 10% or less of the share capital of Trinseo, capital gains will only be taxable if they are realized on a sale of shares, which takes place before their acquisition or within the first six months following their acquisition. The capital gain or liquidation proceeds will be taxed at progressive income tax rates (ranging from 0 to 42.14% in 2011).

For Luxembourg individuals holding (together with his/her spouse or civil partner and underage children) directly or indirectly more than 10% of the capital of Trinseo, capital gains will be taxable at a special rate, if the disposal or liquidation takes place:

• within six months from the acquisition, the capital gain or liquidation proceeds will be taxed at progressive income tax rates (currently ranging from 0 to 42.14%).

• after six months and the shareholding exceeds 10% of the nominal paid up corporate capital, the capital gain or the liquidation proceeds will be taxed at a reduced tax rate (i.e. half of the investor’s global tax rate). An allowance of EUR 50,000 (doubled for taxpayers filing jointly), available during a ten-year period, is applicable.

Luxembourg corporate holders. Capital gains realized upon the disposal of shares by a Luxembourg corporate holder will in principle be subject to corporate income tax and municipal business tax. The combined applicable rate (including an unemployment fund contribution) is 28.80% for the fiscal year ending 2011 for a Luxembourg corporate holder established in Luxembourg-City. An exemption from such taxes may be available to the Luxembourg corporate holder pursuant to article 166 of the Luxembourg Income Tax law subject to the fulfillment of the conditions set forth therein. The scope of the capital gains exemption may be limited in the cases provided by the Grand Ducal Decree of December 21, 2001.

Non-Luxembourg Holders

An individual non-Luxembourg Holder of shares (who has no permanent establishment or permanent representative in Luxembourg to which the shares would be attributable) will only be subject to Luxembourg taxation on capital gains arising upon disposal of such shares if such holder has (together with his or her spouse or civil partner and underage children) directly or indirectly held more than 10% of the capital of Trinseo, at any time during the five years preceding the disposal, and either (i) such holder has been a resident of Luxembourg for tax

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purposes for at least 15 years and has become a non-resident within the five years preceding the realization of the gain, subject to any applicable tax treaty, or (ii) the disposal of shares occurs within six months from their acquisition (or prior to their actual acquisition), subject to any applicable tax treaty. If we and a U.S. relevant holder are eligible for the benefits of the Convention Between the Government of the Grand Duchy of Luxembourg and the Government of the United States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital (the “Luxembourg-U.S. Treaty”), such U.S. relevant holder generally should not be subject to Luxembourg tax on the gain from the disposal of such shares unless such gain is attributable to a permanent establishment of such U.S. relevant holder in Luxembourg. Subject to any restrictions imposed by the substantially and regularly traded clause in the limitation on benefits article of the Luxembourg-U.S. treaty, we expect to be eligible for the benefits of the Luxembourg-U.S. Treaty.

A corporate non-Luxembourg Holder (that is, a collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law), which has a permanent establishment or a permanent representative in Luxembourg to which shares would be attributable, will bear corporate income tax and municipal business tax on a gain realized on a disposal of such shares as set forth above for a Luxembourg corporate holder. However, gains realized on the sale of the shares may benefit from the full exemption provided for by Article 166 of the Luxembourg Income Tax Law and by the Grand Ducal Decree of December 21, 2001 subject in each case to fulfillment of the conditions set out therein.

A corporate non-Luxembourg Holder, which has no permanent establishment or permanent representative in Luxembourg to which the shares would be attributable will not be subject to any Luxembourg tax on a gain realized on a disposal of such shares unless such holder holds, directly or through tax transparent entities, more than 10% of the share capital of Trinseo, and the disposal of shares occurs within six months from their acquisition (or prior to their actual acquisition), subject to any applicable tax treaty. If we and a U.S. corporate holder without a permanent establishment in Luxembourg are eligible for the benefits of the Luxembourg-U.S. Treaty, such U.S. corporate holder generally should not be subject to Luxembourg tax on the gain from the disposal of such shares.

Tax Regime Applicable to Distributions

Withholding Tax.    Dividend distributions by Trinseo are subject to a withholding tax of 15%. Distributions by the Company sourced from a reduction of capital as defined in Article 97 (3) of the Luxembourg Income Tax Law including, among others, share premium should not be subject to withholding tax provided no newly accumulated fiscal profits are recognized by the Company on a standalone basis. We or the applicable paying agent will withhold on a distribution if required by applicable law.

Where a withholding needs to be applied, the rate of the withholding tax may be reduced pursuant to the double tax treaty existing between Luxembourg and the country of residence of the relevant holder, subject to the fulfillment of the conditions set forth therein. If we and a U.S. relevant holder are eligible for the benefits of the Luxembourg-U.S. Treaty, the rate of withholding on distributions generally is 15% or 5% if the U.S. relevant holder is a beneficial owner that owns at least 10% of our voting stock.

No withholding tax applies if the distribution is made to (i) a Luxembourg resident corporate holder (that is, a fully taxable collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law), (ii) a corporation which is resident of a Member State of the European Union and is referred to by article 2 of the Council Directive of July 23, 1990

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concerning the common fiscal regime applicable to parent and subsidiary companies of different member states (90/435/EEC), (iii) a corporation or a cooperative resident in Norway, Iceland or Liechtenstein and subject to a tax comparable to corporate income tax as provided by Luxembourg Income Tax Law, (iv) a corporation resident in Switzerland which is subject to corporate income tax in Switzerland without benefiting from an exemption, (v) a corporation subject to a tax comparable to corporate income tax as provided by Luxembourg Income Tax Law which is resident in a country that has concluded a tax treaty with Luxembourg and (vi) a Luxembourg permanent establishment of one of the above-mentioned categories, provided each time that at the date of payment, the holder has held or commits itself to continue to hold directly or through a tax transparent vehicle, during an uninterrupted period of at least twelve months, shares representing at least 10% of the share capital of Trinseo or which had an acquisition price of at least €1,200,000.

Non-Luxembourg Holders

Non-Luxembourg holders of the shares who have neither a permanent establishment nor a permanent representative in Luxembourg to which the shares would be attributable are not liable for any Luxembourg tax on dividends paid on the shares, other than a potential withholding tax as described above.

Net Wealth Tax

Luxembourg Holders.    Luxembourg net wealth tax will not be levied on a Luxembourg Holder with respect to the shares held unless the Luxembourg Holder is an entity subject to net wealth tax in Luxembourg.

Net wealth tax is levied annually at the rate of 0.5% on the net wealth of enterprises resident in Luxembourg, as determined for net wealth tax purposes. The shares may be exempt from net wealth tax subject to the conditions set forth by Article 60 of the Law of October 16, 1934 on the valuation of assets (Bewertungsgesetz), as amended.

Non-Luxembourg Holders

Luxembourg net wealth tax will not be levied on a non-Luxembourg Holder with respect to the shares held unless the shares are attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg.

Stamp and Registration Taxes

No registration tax or stamp duty will be payable by a holder of shares in Luxembourg solely upon the disposal of shares or by sale or exchange.

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UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Deutsche Bank Securities Inc. and Goldman, Sachs & Co. have severally agreed to purchase from us and the selling shareholder the following respective number of our ordinary shares at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

Underwriters	Number of Shares
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Citigroup Global Markets Inc.
Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
HSBC Securities (USA) Inc.
Morgan Stanley & Co. Incorporated
Jefferies & Company, Inc.
BMO Capital Markets Corp.
Mizuho Securities USA Inc.
SMBC Nikko Capital Markets Limited
Total

The underwriting agreement provides that the obligations of the several underwriters to purchase our ordinary shares offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of our ordinary shares offered by this prospectus, other than those covered by the option to purchase additional shares, described below, if any of these shares are purchased. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have been advised by the representatives of the underwriters that the underwriters propose to offer our ordinary shares to the public at the public offering price set forth on the cover of this prospectus and to dealers at a price that represents a concession not in excess of $ per share under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $             per share to other dealers. After the initial public offering, representatives of the underwriters may change the offering price and other selling terms.

We and the selling shareholder have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to              additional of our ordinary shares at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of our ordinary shares offered by this prospectus. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional ordinary shares as the number of our ordinary shares to be purchased by it in the above table bears to the total number of our ordinary shares offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional ordinary shares to the

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underwriters to the extent the option is exercised. If any additional ordinary shares are purchased, the underwriters will offer the additional ordinary shares on the same terms as those on which the              shares are being offered.

The underwriting discounts and commissions per share are equal to the public offering price per ordinary share less the amount paid by the underwriters to us per ordinary share. The underwriting discounts and commissions are     % of the initial public offering price. We have agreed to pay the underwriters the following discounts and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters’ option to purchase additional shares:

		Total Fees
	Fee per share	Without Exercise of Option to Purchase Additional Shares	With Full Exercise of Option to Purchase Additional Shares
Discounts and commissions paid by us	$	$	$
Discounts and commissions paid by the selling shareholders	$	$	$

In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $                     .

We and the selling shareholder have agreed to indemnify the several underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.

Each of our officers and directors, and substantially all of our stockholders and holders of options and warrants to purchase our stock, have agreed not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any of our ordinary shares or other securities convertible into or exchangeable or exercisable for our ordinary shares or derivatives of our common stock owned by these persons prior to this offering or ordinary shares issuable upon exercise of options or warrants held by these persons for a period of 180 days after the effective date of the registration statement of which this prospectus is a part without the prior written consent of Deutsche Bank Securities Inc. This consent may be given at any time without public notice. We have entered into a similar agreement with the representatives of the underwriters. There are no agreements between the representatives and any of our stockholders or affiliates releasing them from these lock-up agreements prior to the expiration of the 180-day period.

The representatives of the underwriters have advised us that the underwriters do not intend to confirm sales to any account over which they exercise discretionary authority.

In connection with the offering, the underwriters may purchase and sell our ordinary shares in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ordinary shares from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared

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to the price at which they may purchase shares through the option to purchase additional shares.

Naked short sales are any sales in excess of the option to purchase additional shares. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of the offering.

Stabilizing transactions consist of various bids for or purchases of our ordinary shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our ordinary shares. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our ordinary shares. As a result, the price of our ordinary shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on                     , in the over-the-counter market or otherwise.

A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the lead underwriters of this offering and may be made available on web sites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter’s web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Other Relationships

Deutsche Bank AG New York Branch, an affiliate of Deutsche Bank Securities Inc. is the agent and a lender under our Senior Secured Credit Facility. Deutsche Bank Securities Inc. is the joint lead arranger and joint bookrunner under our Senior Secured Credit Facility.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the issuer, for which they may receive customary fees and expenses.

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In the ordinary course of business, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Pricing of this Offering

Prior to this offering, there has been no public market for our ordinary shares. Consequently, the initial public offering price of our ordinary shares will be determined by negotiation among us, the selling shareholder and the representatives of the underwriters. Among the primary factors that will be considered in determining the public offering price are:

• prevailing market conditions;

• our results of operations in recent periods;

• the present stage of our development;

• the market capitalizations and stages of development of other companies that we and the representatives of the underwriters believe to be comparable to our business; and

• estimates of our business potential.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of the shares to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive if they have been implemented in the Relevant Member State:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

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Each person in a Relevant Member State (other than a Relevant Member State where there is a permitted public offer) who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

We, our representatives and our affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do we authorize, the making of any offer of shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

195

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

United Kingdom

Each underwriter has represented and agreed that (i) it has not offered or sold and, prior to the expiration of the period of six months from the closing date of this offering, will not offer or sell any of our ordinary shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied with and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to our ordinary shares in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom, any document received by it in connection with the issue of our ordinary shares to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Hong Kong

The securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within

196

the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan

197

EXPENSES RELATED TO THIS OFFERING

We estimate that expenses of the offering, excluding underwriting discounts and commissions, incurred by us will be as follows:

SEC registration fee	$	46,440
FINRA filing fee	$	75,500
Exchange listing fee		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*
Total expenses		*

* To be filed by amendment.

198

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Kirkland & Ellis LLP, New York, New York. The validity of the ordinary shares will be passed upon for us by Loyens and Loeff, Luxembourg. Gibson, Dunn & Crutcher LLP, New York, New York, is acting as counsel to the underwriters. An investment partnership composed of partners of Kirkland & Ellis LLP has an equity interest in Parent.

EXPERTS

The financial statements as of December 31, 2010 and for the period from June 17, 2010 through December 31, 2010 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of the Styron business as of December 31, 2009 and for each of the two years in the period ended December 31, 2009 and for the period beginning January 1, 2010 and ended June 16, 2010 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in this Prospectus (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the retrospective change in the composition of reportable segments). Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Americas Styrenics LLC as of December 31, 2010 and 2009 and for the years ended December 31, 2010 and 2009, and for the period from May 1, 2008 (date of inception) through December 31, 2008, included in this Prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein and are included in reliance upon the report of such firm given on the authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form F-1, of which this prospectus is a part, with the Securities and Exchange Commission, or SEC, relating to this offering. This prospectus does not contain all of the information in the registration statement, including the exhibits filed with the registration statement. You should read the registration statement and the exhibits filed as part of the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not complete, and in each instance we refer you to the copy of the contract or document filed or incorporated by reference as an exhibit to the registration statement for a more complete description of the matter involved.

Upon declaration of effectiveness of the registration statement of which this prospectus is a part, we will become subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and other information. You may inspect and copy reports and other information filed with the SEC at the public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains an

199

Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is http://www.sec.gov. You may also request a copy of these filings, at no cost, by writing or telephoning us as follows: 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, Attn: Investor Relations.

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INDEX TO FINANCIAL STATEMENTS

Trinseo S.A.

Audited Financial Statements

	Page Number
Reports of Independent Registered Public Accounting Firms		F-2
Statements of Operations		F-4
Balance Sheets		F-5
Statements of Cash Flows		F-6
Statements of Shareholder’s Equity and Net Parent Investment		F-7
Notes to Financial Statements		F-8
Quarterly Financial Statements
Condensed Statements of Operations		F-55
Condensed Consolidated Balance Sheets		F-56
Condensed Statements of Cash Flows		F-57
Notes to the Condensed Financial Statements		F-58

Americas Styrenics LLC*

Audited Financial Statements

	Page Number
Independent Auditors’ Report		F-82
Consolidated Financial Statements as of December 31, 2010 and 2009 and for the Years Ended December 31, 2010 and 2009 and for the Period From May 1, 2008 (Date of Inception) to December 31, 2008:
Balance Sheets		F-83
Statements of Operations		F-84
Statements of Members’ Equity		F-85
Statements of Cash Flows		F-86
Notes to Consolidated Financial Statements		F-87

* The audited financial statements of Americas Styrenics LLC have been included in this prospectus as a result of Americas Styrenics LLC meeting the significant subsidiary test of Rule 3-09 under Regulation S-X.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of

Trinseo S.A.:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of shareholder’s equity, and of cash flows present fairly, in all material respects, the financial position of Trinseo S.A. and its subsidiaries (the “Company”) at December 31, 2010 and the results of their operations and their cash flows for the period from June 17, 2010 through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/    PricewaterhouseCoopers LLP

Philadelphia, PA

April 29 , 2011

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of

Trinseo S.A.

Berwyn, Pennsylvania

We have audited the accompanying combined balance sheet of The Styron Business (the “Company” or “Styron”) as of December 31, 2009, and the related combined statements of operations, shareholder’s equity and net parent investment, and cash flows for each of the two years in the period ended December 31, 2009 and for the period beginning January 1, 2010 and ended June 16, 2010. These financial statements are the responsibility of Trinseo S.A.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audits included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the financial position of Styron at December 31, 2009, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2009 and for the period beginning January 1, 2010 and ended June 16, 2010, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note R to the combined financial statements, the disclosures in the accompanying 2008, 2009 and January 1, 2010 through June 16, 2010 combined financial statements have been retrospectively adjusted for a change in the composition of reportable segments.

/s/    Deloitte & Touche LLP

Deloitte & Touche LLP

Midland, Michigan

December 30, 2010

(April 29, 2011 as to Note R)

F-3

TRINSEO S.A.

Statements of Operations

(in thousands, except per share data)

	Predecessor (Combined)									Successor (Consolidated)
	Year Ended December 31, 2008			Year Ended December 31, 2009			January 1 through June 16, 2010			June 17 through December 31, 2010
Net sales	$	5,184,608		$	3,450,109		$	2,090,095		$	2,876,923
Cost of sales		4,928,375			3,148,815			1,895,904			2,661,683
Gross profit		256,233			301,294			194,191			215,240
Selling, general and administrative expenses		175,627			142,518			64,648			124,667
Acquisition-related expenses		—			—			—			56,548
Equity in earnings (losses) of unconsolidated affiliates		(3,603	)		(5,587	)		4,540			12,627
Goodwill impairment losses		31,138			—			—			—
Restructuring		42,000			—			—			—
Operating income		3,865			153,189			134,083			46,652
Interest expense, net		—			—			—			47,873
Other income (expense)		(232	)		577			(7,557	)		2,332
Income before income taxes		3,633			153,766			126,526			1,111
Provision for income taxes		131,000			90,000			53,000			17,874
Net income (loss)	$	(127,367	)	$	63,766		$	73,526		$	(16,763	)
Net loss per share, basic and diluted										$	(0.23	)
Weighted-average shares outstanding, basic and diluted											71,737

The accompanying notes are an integral part of these Financial Statements.

F-4

TRINSEO S.A.

Balance Sheets

(in thousands, except per share data)

	Predecessor (Combined)		Successor (Consolidated)
Assets	Year Ended December 31, 2009		Year Ended December 31, 2010
Current assets:
Cash and cash equivalents	$	—	$	148,138
Accounts receivable, net of allowance		465,195		855,165
Inventories		367,354		550,337
Deferred income tax assets		4,095		3,777
Total current assets		836,644		1,557,417
Investment in unconsolidated affiliates		180,589		128,834
Property, plant and equipment, net		462,024		587,669
Other assets:
Goodwill		115,391		40,362
Other intangible assets, net		15,809		198,793
Deferred income tax assets—noncurrent		66,278		87,097
Deferred charges and other assets		14,577		76,276
Total other assets		212,055		402,528
Total assets	$	1,691,312	$	2,676,448
Liabilities, shareholder’s equity and net parent investment
Current liabilities:
Short-term borrowings and current portion of long-term debt	$	—	$	99,410
Accounts payable		366,542		544,260
Income taxes payable		99,948		32,234
Deferred income tax liabilities		2,378		2,847
Accrued expenses and other current liabilities		135,329		129,187
Total current liabilities		604,197		807,938
Noncurrent liabilities:
Long-term debt		—		954,211
Other noncurrent obligations		102,306		120,427
Deferred income tax liabilities—noncurrent		10,017		67,379
Total noncurrent liabilities		112,323		1,142,017
Commitments and contingencies (Note O)
Shareholder’s equity and net parent investment:
Common stock, $0.01 nominal value, 71,737 shares authorized, issued and outstanding at December 31, 2010		—		717
Additional paid-in-capital		—		658,450
Accumulated deficit		—		(16,763	)
Accumulated other comprehensive income		27,792		84,089
Net parent investment		947,000		—
Total shareholder’s equity and net parent investment		974,792		726,493
Total liabilities, shareholder’s equity and net parent investment	$	1,691,312	$	2,676,448

The accompanying notes are an integral part of these Financial Statements.

F-5

TRINSEO S.A.

Statements of Cash Flows

(in thousands)

	Predecessor (Combined)									Successor (Consolidated)
	Year Ended December 31, 2008			Year Ended December 31, 2009			January 1, 2010 through  June 16, 2010			June 17, 2010 through December  31, 2010
Cash flows from operating activities
Net income (loss)	$	(127,367	)	$	63,766		$	73,526		$	(16,763	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization		84,911			99,121			48,347			61,145
Amortization of debt issuance costs and issuance discount		—			—			—			6,106
Stock-based compensation		—			—			—			9,167
Deferred income tax		(29,075	)		(9,800	)		(24,215	)		(23,177	)
(Earnings) losses of unconsolidated affiliates, less dividends received		11,000			13,700			3,300			(12,627	)
Fair value of inventory step-up		—			—			—			38,000
Goodwill impairment losses		31,138			—			—			—
Restructuring charges		40,000			—			—			—
Changes in assets and liabilities:
Accounts receivable		206,000			10,731			(275,880	)		(99,708	)
Inventories		136,000			(15,921	)		(84,720	)		(77,585	)
Trade accounts payable and other current liabilities		(145,000	)		(10,000	)		(67,000	)		97,094
Income taxes payable		—			—			—			23,457
Other Assets		(1,000	)		(8,000	)		(4,000	)		(8,590	)
Other Liabilities		34,000			14,000			(22,000	)		6,147
Cash provided by (used in) operating activities		240,607			157,597			(352,642	)		2,666
Cash flows from investing activities
Capital expenditures		(123,549	)		(25,033	)		(1,379	)		(7,767	)
Acquisition, net of cash acquired of $54.5 million		—			—			—			(1,379,973	)
Interest rate caps		—			—			—			(820	)
Equity affiliate acquisition		(68,958	)		—			—			(47,833	)
Increase in restricted cash		—			—			—			6,250
Proceeds from sale of assets		—			—			—			6,250
Cash used in investing activities		(192,507	)		(25,033	)		(1,379	)		(1,423,893	)
Cash flows from financing activities
Cash transfers from (to) parent, net		(48,100	)		(132,564	)		417,481			—
Deferred financing fees		—			—			—			(60,048	)
Net proceeds from the issuance of long-term debt		—			—			—			784,000
Principal payments on long-term debt		—			—			—			(20,000	)
Net proceeds from issuance of accounts receivable securitization		—			—			—			83,410
Proceeds from the draw of revolving debt		—			—			—			300,000
Principal payments on revolving debt		—			—			—			(170,000	)
Capital contribution		—			—			—			650,000
Cash provided by (used in) financing activities		(48,100	)		(132,564	)		417,481			1,567,362
Effect of exchange rate changes on cash		—			—			—			2,003
Net increase in cash and cash equivalents		—			—			63,460			148,138
Cash and cash equivalents:
Beginning of period		—			—			—			—
End of period	$	—		$	—		$	63,460		$	148,138
Supplemental disclosure of cash flow information
Cash paid for income taxes		—			—			—		$	12,386
Cash paid for interest		—			—			—		$	32,039
Accrual for property, plant and equipment		—			—			—		$	5,966

The accompanying notes are an integral part of these Financial Statements.

F-6

TRINSEO S.A.

Statements of Shareholder’s Equity and Net Parent Investment

(in thousands, except share data)

	Common stock				Net Parent Investment			Additional Paid-In Capital		Accumulated other Comprehensive Income			Retained Deficit			Total Shareholder’s Equity  and Net Parent Investment			Comprehensive Income (Loss)
	Shares		Amount
Balance at January 1, 2008		—	$	—	$	1,144,000		$	—	$	37,000		$	—		$	1,181,000
Net loss		—		—		(127,367	)		—		—			—			(127,367	)	$	(127,367	)
Currency translation adjustment (net of tax of $3.2 million)		—		—		—			—		(5,648	)		—			(5,648	)		(5,648	)
Net transfers to parent		—		—		(76,633	)		—		—			—			(76,633	)		(133,015	)
Balance at December 31, 2008		—		—		940,000			—		31,352			—			971,352
Net income		—		—		63,766			—		—			—			63,766			63,766
Currency translation adjustment (net of tax of $0.7 million)		—		—		—			—		(3,560	)		—			(3,560	)		(3,560	)
Net transfers to parent		—		—		(56,766	)		—		—			—			(56,766	)		60,206
Balance at December 31, 2009		—		—		947,000			—		27,792			—			974,792
Net income		—		—		73,526			—		—			—			73,526			73,526
Currency translation adjustment (net of tax of $ 0.2 million)		—		—		—			—		(19,548	)		—			(19,548	)		(19,548	)
Net transfers from parent		—		—		433,474			—		—			—			433,474			53,978
Balance at June 16, 2010		—		—		1,454,000			—		8,244			—			1,462,244
Elimination of predecessor balances		—		—		(1,454,000	)		—		(8,244	)		—			(1,462,244	)
Successor’s capital contributions		71,736,950		717		—			649,283		—			—			650,000
Net loss		—		—		—			—		—			(16,763	)		(16,763	)		(16,763	)
Currency translation adjustment (net of tax of $0.2 million)		—		—		—			—		78,295			—			78,295			78,295
Employee benefits (net of tax of $2.6 million)		—		—		—			—		5,794			—			5,794			5,794
Stock-based compensation expense		—		—		—			9,167		—			—			9,167		$	67,326
Balance at December 31, 2010		71,736,950	$	717	$	—		$	658,450	$	84,089		$	(16,763	)	$	726,493

The accompanying notes are an integral part of these Financial Statements.

F-7

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS

(dollars in thousands, unless otherwise stated)

NOTE A—ORGANIZATION AND BUSINESS ACTIVITIES

On June 3, 2010, Bain Capital Everest Manager Holding SCA (the “Parent”) was formed through investment funds of Bain Capital Partners, LLC (“Bain Capital”), with Dow investing $48.8 million for a 7.5% interest in the Parent. Trinseo S.A. (“Trinseo” or the “Company”) was formed on June 3, 2010 and is incorporated under the existing laws of the Grand Duchy of Luxembourg. All common shares of Trinseo are owned by the Parent.

On June 17, 2010 (the “Styron Acquisition Date”), Trinseo acquired 100% of the former Styron business from Dow through Styron S.à r.l., a wholly owned subsidiary of Trinseo. Prior to June 17, 2010, Styron was a wholly owned business of Dow. See Note C for additional description of the Styron acquisition. The Company commenced operations immediately upon the acquisition of the former Styron business from Dow. Certain acquisition-related costs were incurred by the Company prior to the acquisition of the Styron business and are accordingly reflected in the statement of operations of the Company for the period from June 17, 2010 through December 31, 2010.

Trinseo is a leading global materials company dedicated to the innovation and delivery of specialty and customized emulsion polymers and plastics. Trinseo’s unique product portfolio brings together plastics, rubber and latex businesses that share feedstocks, operations, customers and end users.

Trinseo’s operations are located in North America, Latin America (including Mexico), Europe and the Middle East and Asia Pacific (including Asia, Australia and New Zealand), supplemented by two strategic joint ventures, Sumika Styron Polycarbonate Limited (“Sumika Styron”) and Americas Styrenics LLC (“AmSty”). The Company’s large and diverse global customer base consists principally of major industrial companies. Trinseo focuses on developing tailored product solutions for its customers, who it serves locally, with 36 manufacturing plants at 29 sites (which include a total of 86 production units) in 16 countries, including our joint ventures and contract manufacturers.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On June 17, 2010, the Company acquired 100% of the interests in the Styron business from Dow. As a result of the acquisition (the “Styron Acquisition”), the Company applied purchase accounting and began a new basis of accounting. See Note C for further discussion. The financial reporting periods presented are as follows:

• The period from June 17, 2010 through December 31, 2010 (“Successor” period) reflects the consolidated results of operations of Trinseo for the period from June 3, 2010 through December 31, 2010, which includes the effects of acquisition accounting as well as acquisition-related costs incurred by the Company prior to the Styron Acquisition Date.

• The period from January 1, 2010 through June 16, 2010 and the years ended December 31, 2009 and 2008 (“Predecessor” periods) reflect the combined results of operations of the Styron business.

F-8

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The combined financial statements for the Predecessor period ended June 16, 2010 and for the years ended December 31, 2009 and 2008 have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Dow. All significant transactions between Dow and the Predecessor have been included in the combined financial statements and were settled for cash. The total net effect of the settlement of these related party transactions is reflected in the statements of cash flows as a financing activity. The Predecessor’s combined financial statements include costs historically allocated to the Company by Dow as well as income taxes as if the Company had been a stand-alone entity. Allocations include certain expenses for services, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, ethics and compliance, shared services, employee benefits and incentives, insurance, and stock-based compensation. These expenses have been allocated on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount or other measures. Management believes the assumptions underlying the combined balance sheet as of December 31, 2009 and the combined statements of operations, statements of shareholder’s equity and net parent investment, and cash flows for the period ended June 16, 2010 and for the years ended December 31, 2009 and 2008 (collectively, the “Predecessor financial statements”) are reasonable. However, the financial statements for the respective Predecessor periods may not be indicative of the Company’s results of operations and cash flows on a stand-alone basis, and future results may differ materially. In the Successor periods, the Company no longer incurs these allocated costs, but does incur certain expenses as a stand-alone company for similar functions, including certain ongoing support services provided by Dow under the Dow Transition Services Agreement (the “TSA”) and the Master Outsourcing Service Agreement (the “MOSA”). See Note S for further discussion.

There are two fundamental cost allocation methodologies used in the Predecessor periods that affected the valuation of inventory, cost of sales, research and development expenses, and selling, general and administrative expenses applied by Dow to the Styron business during the Predecessor periods. All of the allocations and estimates in the combined financial statements during the Predecessor periods are based on reasonable assumptions and methodologies. These allocation methodologies are further outlined below:

Activity Based Costing (“ABC”)

ABC is a system of costing products or services that focuses on the activities performed to produce the products or services. Costs are assigned to activities and then to products, based on the consumption of each product or service. Each activity is measured and costed per a base unit, such as hours or quantity. A “cost driver” is the measurable item which is the link between the producer and consumer of an activity. To determine the cost of an activity, all of the resources that are used to produce the activity are determined. Any cost that may be charged to a cost center is included in the calculation of the cost of the activity. After confirming the expected demand for the product or service, the cost per unit of activity is determined by dividing the total cost by the expected demand for the cost driver.

The producer of the activity charges the consumers of that activity based on the consumer’s usage. This is accomplished on a routine basis and results in expenses, commonly referred to as “recharges,” being reflected in the consumer’s cost center with a cost recovery on the producer’s cost center.

F-9

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Activity Based Management Charges (“ABMC”)

ABMC is a method of directly charging costs to businesses and geographies within the ABC framework. The assignment of expenses is based on the ABMC rules established for each function and business. Journal entries are posted in the ABMC system rather than in the general ledger. The impact of ABMC entries is included in the combined statements of income for the Predecessor periods.

Principles of Consolidation

The consolidated financial statements of the Company contain the accounts of all entities that are controlled and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. Corporate joint ventures over which the Company has the ability to exercise significant influence that are not consolidated are accounted for by the equity method.

A VIE is defined as a legal entity that has equity investors that do not have sufficient equity at risk for the entity to support its activities without additional subordinated financial support or, as a group, the holders of the equity at risk lack (i) the power to direct the entity’s activities or (ii) the obligation to absorb the expected losses or the right to receive the expected residual returns of the entity. A VIE is required to be consolidated by a company if that company is the primary beneficiary. See Note J for further discussion of the Company’s accounts receivable securitization program.

On the Styron Acquisition Date, we established a set of accounting policies which, unless otherwise indicated, are consistent with the accounting policies of the Predecessor business.

Use of Estimates in Financial Statement Preparation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes during the Successor period and the combined financial statements and accompanying notes during the Predecessor period. Actual amounts could differ from these estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and accounts receivables. The Company uses major financial institutions with high credit ratings to engage in transactions involving cash equivalents. The Company minimizes credit risk in its receivables from customers through its sale of products to a wide variety of customers and markets in locations throughout the world.

The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains an allowance for doubtful accounts for losses resulting from the inability of specific customers to meet their financial obligations to the Company. A specific reserve for doubtful receivables is recorded against the amount due from these customers. For all other customers, the Company recognizes reserves for doubtful receivables based on past experience. The allowance for doubtful accounts is the Company’s best estimate of probable credit losses in existing trade accounts receivable.

F-10

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities, approximate fair value because of their generally short maturities. Our existing indebtedness approximates fair value as substantially all of the long-term debt bears interest based on prevailing variable market rates.

All derivatives, whether designated in hedging relationships or not, are required to be recorded on the balance sheet at fair value. The fair value of the derivatives is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments. The fair value of derivatives also considers the credit default risk of the paying party. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in other comprehensive income and will be recognized in the consolidated statement of operations when the hedged item affects earnings.

For the Predecessor periods, derivative financial instruments were indirectly used through the participation in Dow’s centralized risk management process. There were no derivative financial instruments included in the Predecessor balance sheet as none were entered into specifically for the Styron business during the Predecessor period.

Foreign Currency Translation

For the majority of the operations, the local currency has been determined to be the functional currency. In the remainder of territories, the U.S. dollar has been determined to be the functional currency due to the significant influence of the U.S. dollar on operations. Gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net income (loss), but are accumulated in the cumulative translation adjustment account as a separate component of shareholder’s equity (accumulated other comprehensive income). The Company translates asset and liability balances at exchange rates in effect at the end of the period and income and expense transactions at the average exchange rates in effect during the period. Gains and losses resulting from foreign currency transactions are included in the determination of net income (loss).

For the Successor period ended December 31, 2010, foreign exchange transaction gains of $8.0 million were recognized.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets in “Other noncurrent obligations” at undiscounted amounts.

F-11

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction or normal operation of a long-lived asset. Any costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Cash and Cash Equivalents

Cash and cash equivalents generally include time deposits or highly liquid investments with original maturities of three months or less. During the Successor period, cash and cash equivalents included $6.3 million of restricted cash. During the Predecessor periods, cash and cash equivalents have been excluded from the balance sheet as the Predecessor participated in Dow’s centralized cash management system, which includes centralized cash disbursements, cash receipts, and treasury processes.

Inventories

Inventories in the Successor period are stated at the lower of cost or market, with cost being determined on the first-in, first-out (“FIFO”) method. In the Predecessor periods, the method for determining cost varies among last-in, first-out (“LIFO”), FIFO, and average cost, and was used consistently in the Predecessor periods. The Company periodically reviews its inventory for excess or obsolete inventory, and will write-down the excess or obsolete inventory value to its net realizable value, if applicable.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less any impairment and are depreciated over estimated useful lives using the straight-line method. In the Predecessor periods, assets capitalized before 1997 utilized the declining balance method.

F-12

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Expenditures for maintenance and repairs are charged against income as incurred. Expenditures that significantly increase asset value, extend useful asset lives or adapt property to a new or different use are capitalized. For the Successor period, these expenditures include planned major maintenance activity or turnaround activities which increase our manufacturing plants’ output and improve production efficiency as compared to pre-turnaround operations.

The Company periodically monitors actual experience to determine whether events and circumstances have occurred that may warrant revision of the estimated useful lives of property, plant and equipment. Engineering and other costs directly related to the construction of property, plant and equipment are capitalized as construction in progress until construction is complete and such property, plant and equipment is ready and available to perform its specifically assigned function. Upon retirement or other disposal, the asset cost and related accumulated depreciation are removed from the accounts and the net amount, less any proceeds, is charged or credited to income.

The Company also capitalizes interest as a component of the cost of capital assets constructed for its own use. See Note G for further discussion.

Impairment and Disposal of Long-Lived Assets

The Company evaluates long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value based on a discounted cash flow analysis utilizing market participant assumptions.

Long-lived assets to be disposed of by sale are classified as held for sale and are reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of.

Goodwill and Other Intangible Assets

The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. The Company utilizes a market approach and/or a discounted cash flow methodology to calculate the fair value of its reporting units. The annual impairment assessment is completed using a measurement date of October 1. No impairment loss was required in 2010 and 2009. An impairment loss of $31.1 million was recorded in 2008. See Note H for further discussion.

Finite-lived intangible assets, such as our intellectual property, are amortized on a straight-line basis. Finite-lived intangible assets are reviewed for impairment or obsolescence if events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows.

F-13

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates where the Company has the ability to exercise significant influence (generally, 20-50% owned companies) are accounted for using the equity method. Investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. An impairment loss is recorded whenever a decline in fair value of an investment in a unconsolidated affiliate below its carrying amount is determined to be other than temporary.

Sales

Sales are recognized when the revenue is realized or realizable, and the earnings process is complete which occurs when risk and title to the product transfers to the customer, which usually occurs at the time shipment is made. As such, title to the product passes when the product is delivered to the freight carrier. Standard terms of delivery are included in contracts of sale, order confirmation documents and invoices. Freight costs and any directly related costs of transporting finished product to customers are recorded as “Cost of Sales.”

Sales are recorded net of estimates for returns and price allowances, including discounts for prompt payment and volume-based incentives.

Cost of Sales

The Company classifies the costs of manufacturing and distributing its products as cost of sales. Manufacturing costs include raw materials, utilities, packaging and fixed manufacturing costs associated with production. Fixed manufacturing costs include such items as plant site operating costs and overhead, production planning, depreciation and amortization, repairs and maintenance, environmental, and engineering costs. Distribution costs include shipping and handling costs.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses are charged to expense as incurred. SG&A expenses are the cost of services performed by the marketing and sales functions (including sales managers, field sellers, marketing research, marketing communications and promotion and advertising materials) and by administrative functions (including product management, research and development (“R&D”) business management, customer invoicing, and human resources). R&D expenses include the cost of services performed by the R&D function, including technical service and development, process research including pilot plant operations, and product development. In the Predecessor periods, the expenses include costs recorded on business direct cost centers and allocations to the business using ABMC methodology. The direct costs include the expenses of the marketing and sales individuals assigned to the business, including salaries, fringe benefits, travel, materials and supplies, information, technology, and office expenses.

The Company expenses promotional and advertising costs as incurred to SG&A expenses. Total promotional and advertising expense was approximately $3.3 million for the Successor period ended December 31, 2010.

F-14

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Pension and Postretirement Benefits Plans

The Company has several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. Accounting for defined benefit pension plans, and any curtailments thereof, requires various assumptions, including, but not limited to, discount rates, expected rates of return on plan assets and future compensation growth rates. The Company evaluates these assumptions at least once each year, or as facts and circumstances dictate, and makes changes as conditions warrant. The Company also provides certain health care and life insurance benefits to retired employees mainly to certain retirees in the United States. The plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits.

Income Taxes

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Provision has been made for income taxes on unremitted earnings of subsidiaries and affiliates, except for subsidiaries in which earnings are deemed to be indefinitely invested.

The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Interest accrued related to unrecognized tax and income tax related penalties are included in the provision for income taxes. The current portion of uncertain income taxes positions is included in “Income taxes payable” and the long-term portion is included in “Other noncurrent obligations” in the balance sheets.

During the Predecessor periods, the Styron business of Dow did not file separate tax returns in the majority of the territories as it was included in the federal, state and foreign tax returns of the applicable Dow entities within the respective tax jurisdictions. The income tax provision for the Predecessor periods were calculated using a separate return basis, as if the Styron business was a separate taxpayer.

Stock-based Compensation

During the Predecessor period, stock-based compensation was incurred under Dow’s stock-based compensation plans in the form of the Employees’ Stock Purchase Plan and stock option plans, which include deferred and restricted stock. As of June 17, 2010, the Company has implemented new and separate stock-based compensation plans which include service-based and performance-based incentive restricted stock awards of our Parent’s stock.

F-15

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Stock-based compensation expense is measured at the grant date, based on the fair value of the award. Service-based restricted stock awards are generally recognized as expense on a graded vesting basis over the service period. For performance-based restricted stock awards, the Company recognizes compensation cost if and when it concludes that it is probable that the performance condition will be achieved. The Company calculates the fair value of its performance-based restricted stock awards using a combination of a call option and digital option model.

Periodically, our Parent may sell non-transferable restricted stock to certain officers and key members of management of the Company. Stock based compensation expense on this non-transferable restricted stock is recognized if the non-transferable restricted stock is purchased at a price which is less than the fair value of our Parent’s common stock.

Earnings per Share

The calculation of earnings per share is based on the weighted-average number of the Company’s common shares outstanding for the applicable period. The calculation of diluted earnings per share reflects the effect of all potential dilutive common shares that were outstanding during the respective periods, unless the effect of doing so is anti-dilutive.

Recent Accounting Guidance

In January 2010, the Financial Accounting Standards Board (“FASB”) issued the authoritative guidance for Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements, which amends the existing fair value measurement and disclosure to require additional disclosures regarding fair value measurements. Specifically, the guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfer in or out of Level 3 and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition, the guidance also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for additional disclosures related to Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption did not impact the Company’s consolidated financial statements or results of operations.

In October 2009, the FASB issued the authoritative guidance for Revenue Recognition: Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force, which amends the criteria for when to evaluate individual delivered items in a multiple deliverable arrangement and how to allocate consideration received. This guidance is effective for fiscal years beginning on or after June 15, 2010. The adoption of the guidance on January 1, 2011 will not have a material impact on the Company’s consolidated financial statements.

F-16

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE C—ACQUISITIONS AND DIVESTITURES

Styron Acquisition

On March 2, 2010, STY Acquisition Corp. (“STY Acquisition”), an affiliate of Bain Capital, entered into a sale and purchase agreement (the “Purchase Agreement”) with Dow, Styron LLC and Styron Holding B.V. (together with Styron LLC, the “Styron Holdcos”) pursuant to which STY Acquisition agreed to acquire 100% of the outstanding equity interests of the Styron Holdcos. STY Acquisition, subsequently (but prior to the close of the transaction) assigned its rights and obligations under the Purchase Agreement to Styron S.àr.l., the Company’s indirect wholly owned subsidiary. The consideration for the purchase of Styron Holdcos was approximately $1,509.4 million, subject to customary adjustments for working capital, employee liabilities and certain other amounts. These amounts included a $75.0 million Dow Seller Note (the “Seller Note”) which is discussed further in Note J. Subsequent to the closing of the acquisition, the Company paid $55.8 million in closing date working capital adjustments. As part of the acquisition, Styron S.àr.l. incurred $56.5 million in transaction costs in connection with the Purchase Agreement, which have been recorded in the consolidated statement of operations as acquisition-related expense in the Successor period ended December 31, 2010.

Trinseo accounted for the acquisition under the purchase method of accounting in accordance with the applicable authoritative guidance for Business Combinations, whereby the purchase price paid was allocated to the acquired assets and liabilities at fair value.

The allocation of the purchase price is as follows (in thousands):

	As of June 17, 2010
Cash	$	54,468
Accounts receivable		724,559
Inventory		489,725
Property, plant and equipment		594,600
Intangible assets		190,000
Equity investments		67,000
Deferred income taxes		3,601
Other assets		14,214
Total Identifiable Assets		2,138,167
Accounts payable		524,901
Accrued liabilities		21,328
Income tax payable		8,535
Other long-term liabilities		1,638
Pension and other postretirement benefits		109,508
Total Identifiable Liabilities		665,910
Net Identifiable Assets Acquired		1,472,257
Goodwill		37,184
Net Assets Acquired	$	1,509,441

F-17

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The above estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the Styron Acquisition Date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values. The purchase price allocation is substantially complete, however, the quantification of certain tax indemnifications and tax balances are preliminary and are subject to change. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the Styron Acquisition Date.

The fair values of the intangible assets were estimated using an income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The fair value of real properties acquired was based on the consideration of their highest and best use in the market. The fair values of property, plant, and equipment, other than real properties that include leasehold improvements acquired, were based on the assumption that unless otherwise identified, will continue to be used “as is” and as part of the ongoing business.

The $37.2 million of goodwill was allocated to reporting units in each of our reportable segments including $13.9 million to Latex, $9.5 million to Rubber, $5.4 million to Engineered Polymers, and $8.4 million to Styrenics. The goodwill recognized is attributable primarily to our assembled workforce. For tax purposes, there is approximately $137.2 million of deductible goodwill.

The Company recognized $56.5 million of acquisition-related costs that were expensed in the Successor period ended December 31, 2010. These costs are included within Acquisition-related expenses within the accompanying consolidated statement of operations and are comprised primarily of the following:

	Acquisition Related Expenses
Investment banking fees	$	34,225
Legal and due diligence fees		15,893
Other		6,430
	$	56,548

The following unaudited supplemental pro forma information presents the financial results as if the acquisition of Styron had occurred on January 1, 2009. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2009, nor is it indicative of any future results.

	Year Ended December 31,
	2009			2010
	(unaudited)			(unaudited)
Revenue	$	3,667,535		$	5,096,418
Net income (loss)	$	(146,622	)	$	107,317

F-18

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Divestiture

In December of 2010, the Company sold certain assets relating to its Styrenics Brazilian operations for approximately $12.5 million in total proceeds. Due to the pre-existing economic sharing arrangements with our Brazilian partner for these operations, we are liable to pay 50% of any proceeds to our partner and, accordingly, have established an offsetting $6.25 million liability. These amounts were paid in January of 2011. There was no significant gain or loss on the sale.

NOTE D—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Trinseo’s investments in unconsolidated affiliates accounted for by the equity method were $128.8 million and $180.6 million at December 31, 2010 and December 31, 2009, respectively.

In September 2010, Trinseo purchased a 50% share of Sumika Styron (formerly Sumitomo Dow Limited) for $47.8 million. Trinseo’s investment was approximately $19.0 million greater than Trinseo’s proportionate share of Sumika Styron’s underlying net assets. This amount represents the fair value of certain identifiable assets which have not been recorded on the historical financials of Sumika Styron. This difference is being amortized over the estimated remaining useful lives of the assets to which it is attributed.

At December 31, 2010 and 2009, the investment in AmSty (a polystyrene joint venture with Chevron Phillips Chemical Company LP) was $201.2 million and $137.4 million less than Trinseo’s proportionate share of AmSty’s underlying net assets. This amount represents the difference between the book value of assets contributed to the joint venture at the time of formation (May 1, 2008) and Trinseo’s 50% share of the total recorded value of the joint venture’s assets. This difference is being amortized over the remaining useful lives of the contributed assets.

The Company provides a $40.0 million revolving loan facility to AmSty, which was assigned as part of the Styron Acquisition. The facility will terminate in August 2011. Borrowing capacity is limited to the difference between the accounts payable due to the 50% equity partner and the Company. There were no outstanding borrowings at December 31, 2010.

Dividends received from the unconsolidated affiliates were $7.8 million for the period ended June 16, 2010, $8.1 million in 2009, and $7.2 million in 2008. There were no dividends received during the Successor period ended December 31, 2010. Equity in earnings from unconsolidated affiliates was $12.6 million from June 17, 2010 to December 31, 2010, $4.5 million from January 1, 2010 to June 16, 2010, net loss of $5.6 million in 2009, and a net loss of $3.6 million in 2008. Subsequent to December 31, 2010, Sumika Styron declared a dividend of approximately $17.2 million payable to shareholders on March 31, 2011. As a 50% equity holder, the Company received approximately $8.6 million of the dividends in April 2011.

Both of the unconsolidated affiliates are privately held companies, therefore, quoted market prices for their stock are not available.

F-19

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The summarized financial information of the Company’s unconsolidated affiliates is shown below:

	Predecessor		Successor
Summarized Balance Sheet Information	December 31, 2009		December 31, 2010
Current assets	$	457,400	$	552,675
Noncurrent assets		450,100		428,044
Total assets	$	907,500	$	980,719
Current liabilities	$	237,000	$	285,522
Noncurrent liabilities		69,100		74,798
Total liabilities	$	306,100	$	360,320

Summarized Income Statement Information	Predecessor									Successor
	Year ended December 31, 2008(1)			Year ended December 31, 2009			January 1 through June 16, 2010			June 17 through December 31, 2010
Sales	$	1,424,900		$	1,227,600		$	863,392		$	820,461
Gross profit		36,500			30,400			32,103			49,769
Net income (loss)		(32,100	)		(31,100	)		(4,878	)		6,146

(1) The summarized income statement information for 2008 includes the results for AmSty from May 1, 2008 through December 31, 2008.

During the Predecessor period, Dow had service agreements with these entities, including contracts to manage the operations of manufacturing sites and the construction of new facilities; licensing and technology agreements; and marketing, sales, purchase and lease agreements. These agreements were not acquired by the Company in relation to the Styron Acquisition.

Sales to our unconsolidated affiliates during the period from June 17, 2010 through December 31, 2010 were $1.7 million. Sales to unconsolidated affiliates during the Predecessor periods, including Dow Reichold Specialty Latex LLC (an unconsolidated affiliate of the Styron business not acquired by the Company) were $8.7 million for the period from January 1, 2010 through June 16, 2010, $19.8 million in 2009 and $25.8 million in 2008. Purchases from unconsolidated affiliates were $145.6 million for the period from June 17, 2010 through December 31, 2010, $130.0 million for the period from January 1, 2010 through June 16, 2010, $71.6 million in 2009, and $56.0 million in 2008.

At December 31, 2010, $2.6 million due from unconsolidated affiliates was included in Accounts receivable and $32.7 million due to unconsolidated affiliates was included in Accounts payable.

F-20

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE E—ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	Predecessor			Successor
	December 31, 2009			December 31, 2010
Trade receivables	$	363,878		$	694,346
Notes receivable		44,694			44,703
Non-income tax receivables		44,685			86,293
Other receivables		23,020			34,149
Less: allowance for doubtful accounts		(11,082	)		(4,326	)
	$	465,195		$	855,165

The allowance for doubtful accounts was approximately $4.3 million and $11.1 million at December 31, 2010 and 2009, respectively. The Company recognized expense to increase the allowance for doubtful accounts of $0.5 million in the period from June 17, 2010 through December 31, 2010, $0.5 million in the period from January 1, 2010 through June 16, 2010, $1.1 million in 2009 and $1.4 million in 2008. The decrease in the allowance for doubtful accounts between December 31, 2009 and December 31, 2010 relates primarily to the write-off of accounts receivable that were fully reserved.

During the Predecessor periods, trade receivables were subject to inclusion in Dow’s various trade accounts receivable securitization programs.

NOTE F—INVENTORIES

Inventories consisted of the following:

	Predecessor		Successor
	December 31, 2009		December 31, 2010
Finished Goods	$	201,393	$	297,830
Work in Process		94,852		139,234
Raw Materials		29,332		81,797
Supplies		41,777		31,476
Total Inventories	$	367,354	$	550,337

For the Predecessor period, the reserves reducing inventories from FIFO basis to LIFO basis amounted to $9.4 million as of December 31, 2009. Inventories valued on a LIFO basis, principally hydrocarbon and U.S. plastics product inventories, represented 15% of the total inventories at December 31, 2009. A reduction of certain inventories resulted in the liquidation of some of the LIFO inventory layers, increasing pretax income by approximately $12.3 million, $5.3 million and $6.9 million during the Predecessor periods ended June 16, 2010, December 31, 2009 and December 31, 2008, respectively.

The Company increased the book value of acquired inventory by $38.0 million to record it at fair value on the Styron Acquisition Date. This amount was fully expensed when the inventory was sold in the Successor period ended December 31, 2010.

F-21

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE G—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	Estimated Original Useful Lives (Years)		Predecessor			Estimated Useful Lives (Years)		Successor
			December 31, 2009					December 31, 2010
Land		Not applicable	$	14,275			Not applicable	$	56,156
Land and waterway improvements		15-25		52,219			1-20		12,660
Buildings		5-55		260,558			2-40		45,564
Machinery and equipment		3-20		2,292,172			1-20		446,765
Utility and supply lines		5-20		66,294			1-10		5,217
Leasehold interests		—		—			1-45		49,983
Other property		3-30		2,882			1-8		2,367
Construction in process		Not applicable		7,109			Not applicable		21,073
Total				2,695,509					639,785
Less: accumulated depreciation				(2,233,485	)				(52,116	)
Property and equipment, net			$	462,024				$	587,669

	Predecessor						Successor
	Year Ended December 31, 2008		Year Ended December 31, 2009		January 1 through June  16, 2010		June 17 through December  31, 2010
Depreciation expense	$	82,041	$	94,464	$	46,377	$	53,886
Capitalized interest	$	4,754	$	1,249	$	142	$	305

NOTE H—GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table shows changes in the carrying amount of goodwill for the period from June 17, 2010 to December 31, 2010 by reportable segment:

	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics		Engineered Polymers		Total
At June 17, 2010	$	13,865	$	9,496	$	8,439	$	5,384	$	37,184
Cumulative translation adjustment		1,185		812		721		460		3,178
At December 31, 2010	$	15,050	$	10,308	$	9,160	$	5,844	$	40,362

The following table shows the changes in the carrying amount of goodwill for the year ended December 31, 2009:

	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics		Engineered Polymers			Total
Gross goodwill at December 31, 2009	$	17,381	$	—	$	29,610	$	99,538		$	146,529
Accumulated impairments at December 31, 2009		—		—		—		(31,138	)		(31,138	)
Net goodwill at December 31, 2009	$	17,381	$	—	$	29,610	$	68,400		$	115,391

F-22

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

In 2008, the annual impairment test for goodwill determined that the fair value of the goodwill related to the Engineered Polymers segment was less than its carrying value as a result of lower-than-anticipated revenue growth and reduced operating margins mainly due to the severe downturn in the automotive industry. As a result of completing the impairment test to determine the implied fair value of goodwill, it was concluded that the goodwill was impaired and an impairment charge of approximately $31.1 million was recorded. The Company concluded there were no impairments in 2010 or 2009 nor triggering events in the Predecessor period ended June 16, 2010.

Other Intangible Assets

The following table provides information regarding the Company’s other intangible assets:

	Successor
	December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net
Developed technology	$	206,243	$	(7,450	)	$	198,793
	Predecessor
	December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Net
Licenses and intellectual property	$	13,934	$	(8,289	)	$	5,645
Patents		21,992		(14,661	)		7,331
Software		2,201		(2,179	)		22
Other		19,533		(16,722	)		2,811
Total intangibles assets with finite lives	$	57,660	$	(41,851	)	$	15,809

Amortization expense totaled $7.3 million for the Successor period ended December 31, 2010 and $2.0 million, $4.7 million, and $2.9 million in the Predecessor periods ending June 16, 2010, December 31, 2009 and December 31, 2008, respectively. The useful life of the Successor period intangible assets is fifteen years. During the Predecessor periods, the weighted-average amortization period is five years which is based on our expected product lives and related cash flows.

Estimated Amortization Expense for the Next Five years
2011	$	13,750
2012	$	13,750
2013	$	13,750
2014	$	13,750
2015	$	13,750

F-23

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE I—ACCOUNTS PAYABLE

At December 31, accounts payable consisted of the following:

	Predecessor		Successor
	December 31, 2009		December 31, 2010
Trade payables	$	317,000	$	497,316
Other payables		49,542		46,944
	$	366,542	$	544,260

During the Predecessor periods, trade accounts payable were allocated based on the Predecessor’s proportion of certain expenses to the corresponding total amount of those expenses for Dow.

NOTE J—DEBT

	Balance as of December 31, 2010			Average annual interest rate
Term Loan	$	765,211			7.50	%
Revolving Facility		130,000			8.00	%
Seller Term Loan		75,000			9.50	%
Accounts receivable securitzation		83,410			3.50	%
Total debt		1,053,621
Less: current portion		(99,410	)
Total long-term debt	$	954,211

Senior Secured Credit Facility

In June 2010, the Company entered into a credit agreement (the “Senior Secured Credit Facility”) with a lender for (i) an $800.0 million senior secured term loan (the “Term Loan”) and a (ii) $240.0 million revolver (the “Revolver”). The proceeds of these borrowings were used to finance, in part, the Styron Acquisition and pay transaction fees and expenses related to the Styron Acquisition. The borrowing rate is equal to LIBOR (subject to floors of 1.75% for the Revolving Facility and 1.5% for the Term Loan) or the U.S. prime lending rate (subject to a floor of 2.5%), plus respective applicable margin rates. The applicable margin rates are determined by the leverage ratio in effect on the first day of each interest period. The applicable margin rate is determined by the leverage ratio in effect on the first day of each interest period. As part of the terms of the $240.0 million Revolver, the Company has access to a swing line loan, not to exceed the lesser of $10.0 million or the aggregate amount of the revolver credit commitment, as well as letters of credit not to exceed the lesser of $125.0 million or the aggregate amount of the revolver credit commitment.

Principal payments under the Term Loan are due in equal quarterly installments of 1.25% of the aggregate principal amount of all Term Loans outstanding during 2010. For 2011, payments are due in quarterly installments of 0.50% of the aggregate principal amount of all Term Loans outstanding. Thereafter, payments are due in quarterly installments of 0.25% of the aggregate

F-24

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

principal amount of all Term Loans outstanding. The maturity of the Term Loan is 6 years after the closing date of the agreement or, June 17, 2016. At December 31, 2010 there were $780.0 million in outstanding borrowings under the Term Loan.

Principal payments under the Revolver are due in aggregate on the outstanding balance on the Revolver maturity date of June 17, 2015. At December 31, 2010 there were $130.0 million in outstanding borrowings and $18.5 million in outstanding letters of credit on the Revolver. All obligations under the Term Loan and the Revolver are guaranteed and collateralized by substantially all the tangible and intangible assets of the Company and its subsidiaries.

Interest incurred on the Term Loan and the Revolver during the Successor period ended December 31, 2010 was $32.7 million and $2.8 million, respectively. Cash paid relating to interest on the Term Loan and Revolver for the year ended December 31, 2010 was $27.7 million and $1.4 million, respectively.

The Senior Secured Credit Facility requires that the Company comply with specific debt covenants which include the maintenance of certain financial ratios. These ratios include both a maximum leverage ratio no greater than 3.90 to 1 and an interest coverage ratio no less than 2.25 to 1 for the most recent twelve-month period. As of December 31, 2010 the Company was in compliance with all debt covenants.

Fees and costs incurred in connection with the Company’s borrowings are capitalized and included in Deferred charges and other assets on the December 31, 2010 consolidated balance sheet. The Term Loans were issued at a $16.0 million discount to original face value. Debt issuance costs and debt discounts are amortized to interest expense over the term of the respective loan agreements using the effective interest method. The Revolver and accounts receivable securitization debt issuance costs are being amortized using a straight-line method. As of December 31, 2010, debt issuance costs totaled $56.8 million. The Company recorded amortization expense of $4.6 million and $1.2 million relating to debt issuance costs and debt discounts, respectively, for the period ended December 31, 2010. Debt discount was $14.8 million as of December 31, 2010 and is netted against short-term and long-term debt in the consolidated balance sheet. Both the amortization of debt issuance costs and debt discounts are included in interest expense in the consolidated statement of operations.

On February 2, 2011, the Senior Secured Credit Facility was amended to increase the available incremental borrowings under the Term Loan from $780.0 million to $1.6 billion. Pursuant to the amendment, we borrowed an aggregate principal amount of $1.4 billion (the “New Term Loan”), the proceeds of which were used to repay the Term Loan and related accrued interest, repay a term loan that was issued by Dow at the time of the Styron Acquisition and related accrued interest, make a distribution to the stockholders of the Parent, and provide general corporate funds. The amendment increased the maximum leverage ratio to no greater than 4.50 to 1 and maintained the interest coverage ratio at no less than 2.25 to 1 for the most recent twelve-month period. Principal payments for the New Term Loan are due in equal quarterly installments of 0.25% of the $1.4 billion aggregate principal amount. The New Term Loan matures in August 2017.

The Company incurred a total of $26.7 million in debt issuance costs related to the amendment, of which $18.9 million is associated with the New Term Loan and $7.8 million

F-25

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

represent fees paid to lenders to repay the Term Loan prior to maturity. As a result of repaying the Term Loan, $749.0 million of the Term Loan was determined to be extinguished and $31.0 million was determined to be modified. The Company will capitalize $18.7 million of the debt issuance costs associated with the New Term Loan and amortize into interest expense using the effective interest rate method, with the remaining $0.2 million of third-party fees associated with the modified portion of the Term Loan being expensed as incurred. Of the $7.8 million in fees paid to lenders associated with the Term Loan, $7.5 million will be expensed as incurred, with the remaining $0.3 million associated with the modified portion of the Term Loan and, along with the existing unamortized discount attributed to the modified Term Loan, amortized into interest expense over the remaining term of the modified Term Loan using the effective interest method. As a result of the extinguishment of $749.0 million of the Term Loan, the Company will record a loss on extinguishment of $55.7 million during the first quarter of 2011, which is comprised of $7.5 million in fees paid to the lenders, $0.2 million in third-party fees associated with the modified Term Loan, and the remainder attributable to the write-off of existing unamortized debt issuance costs and original issue discount attributed to the $749.0 million in Term Loans extinguished, totaling $34.0 million and $14.0 million, respectively.

Annual maturities of long-term debt on the New Term Loan are as follows over the next five years and thereafter:

Year	Annual Maturity
2011	$	14,000
2012		14,000
2013		14,000
2014		14,000
2015		14,000
Thereafter		1,330,000
Total	$	1,400,000

Interest Rate Cap Agreement

The Senior Secured Credit Facility requires that the Company maintain interest cap agreements having a term of at least three years for an aggregate notional principal amount equal to at least 50% (35% subsequent to the February 2, 2011 amendment of the Senior Secured Credit Facility) of the aggregate principal amount of all term loans then outstanding.

The Company uses interest rate cap agreements to protect cash flows from fluctuations caused by volatility in interest rates. At December 31, 2010, the Company had two outstanding interest rate caps with an aggregate notional amount of $400.0 million.

The Company’s interest rate risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in interest rates of the Company’s borrowings and to manage the interest rate sensitivity of its debt. At December 31, 2010, the non-current asset associated with interest rate cap agreements was recorded at fair value on the balance sheet in Deferred charges and other assets. The Company does not account for the interest rate cap agreements as hedges. As such, changes in the fair value of underlying derivative instruments are recognized in interest expense, net.

F-26

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

At December 31, 2010, the interest rate caps had a fair value of approximately $0.9 million. For the period ended December 31, 2010, the Company recognized a gain of approximately $0.1 million which is reflected as a reduction to interest expense.

On March 25, 2011, the Company entered into an additional interest rate cap agreement for a notional amount of $90.0 million, bringing the total interest rate cap coverage to a notional amount of $490.0 million, representing 35% of the $1.4 billion in term loan borrowing under the Amended Senior Secured Credit Facility.

Accounts Receivable Securitization

In August, 2010, a VIE in which the Company is the primary beneficiary, Styron Receivable Funding Ltd. (“SRF”), executed an agreement with a bank for an accounts receivable securitization facility. The facility permits borrowings by one of the Company’s subsidiaries, Styron Europe GmbH (“SE”), up to a total of $160.0 million. Under the receivables facility, SE will sell their accounts receivable from time to time to SRF. In turn, SRF may sell undivided ownership interests in such receivables to commercial paper conduits in exchange for cash. The Company has agreed to continue servicing the receivables for SRF. Upon the sale of the interests in the accounts receivable by SRF, the conduits have a first priority perfected security interest in such receivables and, as a result, the receivables will not be available to the creditors of the Company or its other subsidiaries. At December 31, 2010, there was approximately $94.3 million of accounts receivable available to support this facility, based on our pool of eligible accounts receivable, and there were approximately $83.4 million in outstanding borrowings, which are included in short-term borrowings in the consolidated balance sheet at December 31, 2010. Interest incurred on the accounts receivable securitization facility through the period ended December 31, 2010 was $1.4 million. The Company recorded $0.4 million in amortization of debt issuance costs related to the accounts receivable securitization.

Seller Term Loan

On June 17, 2010, the Company entered into a $75.0 million term loan with Dow (the “Seller Term Loan”) which was effectively used to finance the Styron Acquisition. The Seller Term Loan is due in full at maturity on June 17, 2019. Interest on the loan is due semi-annually in arrears starting on December 31, 2010, at a rate of 9.5% per annum. The Company may elect at any time to pay interest in cash or by increasing the amount of the loan, not to exceed the principal amount of $75.0 million. Interest incurred on the Seller Term Loan through the period ended December 31, 2010 was $3.8 million.

On February 3, 2011, the Company repaid the Seller Term Loan in full and the related accrued interest of approximately $4.5 million.

Debt was not allocated for the Predecessor period.

F-27

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE K—SHAREHOLDER’S EQUITY

Common Stock

On June 17, 2010, the Parent contributed capital of $650.0 million in exchange for 71,736,950 shares of our common stock.

On February 3, 2011, $471.4 million of the net cash proceeds from the New Term Loan under the amended Senior Secured Credit Facility were used to pay a distribution to stockholders of the Parent. The amended Senior Secured Credit Facility places certain restrictions on the payment of future dividends and other distributions to stockholders.

NOTE L—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.

Level 1- Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2- Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3- Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

The following tables summarize the bases used to measure certain assets and liabilities at fair value on a recurring basis in the balance sheet at December 31, 2010:

	Successor
	December 31, 2010
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets at Fair Value
Interest Rate Cap Agreements	$	—	$	892	$	—	$	892
Total assets at fair value	$	—	$	892	$	—	$	892

F-28

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE M—INCOME TAXES

Income (loss) before income taxes earned within and outside the United States is shown below:

	Predecessor							Successor
	December 31, 2008			December 31, 2009		January 1, 2010 through June 16, 2010		June 17, 2010 through December 31, 2010
United States	$	134,740		$	99,247	$	67,615	$	(15,633	)
Outside of the United States		(131,107	)		54,519		58,911		16,744
Income before income taxes	$	3,633		$	153,766	$	126,526	$	1,111

The provision (benefit) for income taxes is composed of:

	Successor
	June 17, 2010 through December 31, 2010
	Current		Deferred			Total
U.S. federal	$	12,643	$	(15,036	)	$	(2,393	)
U.S. state and other		1,200		(1,329	)		(129	)
Non-U.S.		27,208		(6,812	)		20,396
Total	$	41,051	$	(23,177	)	$	17,874

	Predecessor
	December 31, 2008							December 31, 2009							January 1, 2010 through June 16, 2010
	Current		Deferred			Total		Current		Deferred			Total		Current		Deferred			Total
U.S. federal	$	61,000	$	(18,000	)	$	43,000	$	49,000	$	(19,000	)	$	30,000	$	33,000	$	(6,000	)	$	27,000
U.S. state and local		3,000		—			3,000		3,000		(1,000	)		2,000		2,000		(1,000	)		1,000
Non-U.S.		96,000		(11,000	)		85,000		48,000		10,000			58,000		42,000		(17,000	)		25,000
Total	$	160,000	$	(29,000	)	$	131,000	$	100,000	$	(10,000	)	$	90,000	$	77,000	$	(24,000	)	$	53,000

F-29

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The effective tax rate on pre-tax income differs from the U.S. statutory rate due to the following:

	Predecessor									Successor
	Year Ended December 31, 2008			Year Ended December 31, 2009			January 1, 2010 through June 16, 2010			June 17, 2010 through December 31, 2010
Taxes at U.S. statutory rate (1)	$	1,000		$	54,000		$	44,000		$	389
Equity in earnings of unconsolidated affiliates		2,000			(4,000	)		(1,000	)		—
Non U.S. statutory rates, including credits (2)		83,000			—			(5,000	)		(21,824	)
Non-deductible acquisition-related expenses		—			—			—			15,420
U.S. tax effect of foreign earnings and dividends		(9,000	)		1,000			4,000			(96	)
Unremitted earnings (3)		—			—			—			757
Stock-based compensation		—			—			—			2,863
Goodwill impairment losses		6,000			—			—			—
Withholding taxes on interest and royalties		—			—			—			2,498
Change in valuation allowances		46,000			38,000			9,000			2,650
Uncertain tax positions											4,000
Non-deductible expenses		—			—			—			10,493
U.S. manufacturing deduction		—			—			—			(994	)
Impact of foreign currency exchange		—			—			—			839
Other- net		2,000			1,000			2,000			879
Total tax provision	$	131,000		$	90,000		$	53,000		$	17,874
Effective tax rate		3,606	%		58	%		42	%		1,609	%

(1) The U.S. statutory rate has been used as management believes it is more meaningful to the Company’s investors.

(2) Includes tax provision for statutory taxable income in foreign jurisdictions for which there is no corresponding amount in income before income taxes.

(3) Successor period is reflective of incorporation under the existing laws of the Grand Duchy of Luxembourg

F-30

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Deferred income taxes reflect temporary differences between the valuation of assets and liabilities for financial and tax reporting:

	Predecessor					Successor
	December 31, 2009					December 31, 2010
	Deferred Tax Assets			Deferred Tax Liabilities		Deferred Tax Assets			Deferred Tax Liabilities
Tax loss and credit carry forwards	$	139,907		$	—	$	9,825		$	—
Unremitted earnings		—			6,737		—			10,747
Unconsolidated affiliates		18,088			—		6,219			—
Other accruals and reserves		28,634			—		6,717			—
Property, plant and equipment		—			858		—			43,112
Goodwill and other intangible assets		—			—		42,704			—
Debt issuance costs		—			—		5,556			—
Employee benefits		—			—		16,084			—
LIFO reserve		—			7,372		—			—
		186,629			14,967		87,105			53,859
Valuation allowance		(113,684	)		—		(12,598	)		—
Total	$	72,945		$	14,967	$	74,507		$	53,859

At December 31, 2010, all undistributed earnings of foreign subsidiaries and affiliates are expected to be repatriated. Operating loss carryforwards amounted to $47,439. At December 31, 2010, $27,779 of the operating loss carryforwards were subject to expiration in 2011 through 2015, and $19,660 of the operating loss carryforwards expire in years beyond 2015 or have an indefinite carryforward period. No tax credit carryforwards were recorded at December 31, 2010. The Company had valuation allowances, which were primarily related to the realization of recorded tax benefits on tax loss carryforwards from operations in Japan, China, Brazil and Hong Kong of $12,598 at December 31, 2010.

Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to approximately $1,118 million at December 31, 2009. Operating loss carryforwards amounted to approximately $766 million at December 31, 2009. None of the operating loss carryforwards were subject to expiration through 2014 and, thus, our carryforwards expire in years beyond 2014 or have an indefinite carryforward period. No tax credit carryforwards were recorded at December 31, 2009. The business had valuation allowances, which were primarily related to the realization of recorded tax benefits on tax loss carryforwards from operations in Finland, Taiwan, Switzerland, and Australia of approximately $114 million at December 31, 2009.

During the Predecessor periods, the Styron business did not file separate tax returns in the majority of the territories as it was included in the tax returns of Dow entities within the respective tax jurisdictions. The income tax provision included in these financial statements was calculated using a separate return basis, as if the Styron business was a separate taxpayer. Accordingly, the Styron business’s tax results as presented are not necessarily indicative of results that the Styron business would have generated as a stand-alone company for the Predecessor periods presented. The amount paid for taxes approximates the current provision.

F-31

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

During all Predecessor periods, there were $4.5 million of unrecognized tax benefits. For the Successor period, a reconciliation of the beginning and ending amount of the unrecognized tax benefits is as follows:

Liabilities assumed in Styron acquisition at June 17, 2010	$	1,300
Increases related to current year tax positions		4,000
Balance as of December 31, 2010	$	5,300

Interest accrued related to unrecognized tax and income tax related penalties are included in the provision for income taxes for all periods presented. There was no interest and penalties in the consolidated statement of operations for either the Successor or Predecessor periods. As of December 31, 2010, we do not anticipate that the liability for uncertain tax positions will materially change within the next twelve months. The amount of unrecognized tax benefit at December 31, 2010 that will impact our effective rate is $5.3 million.

As of December 31, 2010, the following tax years remained subject to examination by the major tax jurisdiction indicated:

China	2007-2010
Hong Kong	2004-2010
Indonesia	2007-2010

As a majority of the Trinseo legal entities had no significant activity or were formed in 2010, tax returns have not yet been filed in most jurisdictions and, accordingly, have not been subject to examination.

Pursuant to the terms of the Purchase Agreement, the Company has been indemnified from and against any taxes for or with respect to any Predecessor period.

NOTE N—NET LOSS PER SHARE

The following summarizes net loss per share for the period from June 17, 2010 to December 31, 2010 (in thousands, except per share data):

Net loss	$	(16,763	)
Weighted average shares outstanding, basic and diluted		71,737
Net loss per share, basic and diluted	$	(0.23	)

The Company does not have any potentially dilutive instruments.

F-32

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE O—COMMITMENTS AND CONTINGENCIES

Leased Property

The Company routinely leases premises for use as sales and administrative offices, warehouses and tanks for product storage, motor vehicles, railcars, computers, office machines, and equipment under operating leases. Rental expense was $6.2 million during the Successor period ended December 31, 2010. Rental expense under operating leases charged to the Styron business during the Predecessor periods were $3.0 million for the period ended June 16, 2010 and $6.5 million and $7.2 million for the periods ended December 31, 2009, and 2008, respectively.

Future minimum rental payments under operating leases with remaining noncancelable terms in excess of one year are as follows:

Year
2011	$	5,562
2012		5,691
2013		4,909
2014		3,900
2015		2,996
Thereafter		15,239
Total	$	38,297

Environmental Matters

Accruals for environmental-matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law, existing technologies and other information. At December 31, 2010 and December 31, 2009, the Company had accrued obligations of $0 million and $11.9 million, respectively, for environmental remediation and restoration costs. Pursuant to the terms of the Styron sales and purchase agreement, the pre-closing environmental conditions were retained by Dow and the Company has been indemnified by Dow from and against all environmental liabilities incurred or relating to the Predecessor periods. There are several properties which the Company now owns on which Dow has been conducting remediation to address historical contamination. Those properties include Allyn’s Point, Connecticut, Dalton, Georgia, Livorno, Italy and Guaraja, Brazil. There are other properties with historical contamination that are owned by Dow that the Company leases for its operations, including its facility in Midland, Michigan. No environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party at any Superfund Sites. Further, amounts which were included in Predecessor periods relate to liabilities where Dow or Dow’s affiliates have been named in an order or agreement or are liable for certain remediation liabilities. As Trinseo has not been named as a liable or potentially liable party at any environmental remediation site or Superfund site, nor has any legal liability been incurred, no amounts were included as part of the opening balance sheet of the Company.

Inherent uncertainties exist in Trinseo’s potential environmental liabilities primarily due to unknown conditions whether future claims may fall outside the scope of the indemnity,

F-33

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. It is the opinion of management in connection with our existing indemnification that the possibility is remote that environmental remediation costs will have a material adverse impact on the consolidated financial statements.

The following table summarizes the activity in Trinseo’s accrued obligations for environmental matters for the Predecessor year ended December 31, 2009.

	Predecessor
	Year Ended December 31, 2009
Balance at beginning of the period	$	12,041
Additional accruals		3,429
Charges against reserve		(3,573	)
Balance at the end of the period	$	11,897

There were no amounts on the consolidated financial statements relating to environmental remediation for the Successor period ended December 31, 2010. The amount charged to income on a pretax basis related to environmental remediation totaled $3.0 million for the Predecessor period ended June 16, 2010 and $3.4 million and $5.5 million for the years ended December 31, 2009 and 2008, respectively. Capital expenditures for environmental protection were less than $1 million for the period ended December 31, 2010, $2.4 million for the Predecessor period ended June 16, 2010 and $6.5 million and $3.1 million for the years ended December 31, 2009 and 2008, respectively.

Purchase Commitments

Trinseo has certain raw material purchase contracts where it is required to purchase certain minimum volumes at current market prices. These commitments range from 1 to 10 years. The following table presents the fixed and determinable portion of the obligation under Trinseo’s purchase commitments at December 31, 2010 (in millions):

Year
2011	$	2,757
2012		2,400
2013		1,913
2014		1,920
2015 and beyond		10,016
Total	$	19,006

In certain raw material purchase contracts, the Company has the right to purchase less than the required minimums and pay a liquidated damages fee, or, in case of a permanent plant shutdown, to terminate the contracts. In such cases, these obligations would be less than the obligations shown in the table above.

The Company has service agreements with Dow and Bain Capital, some of which contain fixed annual fees. See Note S for further discussion.

F-34

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Litigation Matters

From time to time the Company may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as product liability, antitrust/competition, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims, management does not believe that the ultimate resolution of these claims will have a material adverse effect on the Company’s results of operations, financial condition or cash flow.

Legal costs, including those legal costs expected to be incurred in connection with a loss contingency, are expensed as incurred.

In 2003, the U.S., Canadian and European competition authorities initiated separate investigations into alleged anticompetitive behavior by certain participants in the synthetic rubber industry, which the Business operates in. Dow has responded to requests for documents and is otherwise cooperating in the investigations. On June 10, 2005, Dow received a Statement of Objections from the European Commission (the “EC”) stating that it believed that Dow, together with other participants in the synthetic rubber industry, engaged in conduct in violation of European competition laws with respect to the butadiene rubber and emulsion styrene butadiene rubber businesses. In connection therewith, on November 29, 2006, the EC issued its decision alleging infringement of Article 81 of the Treaty of Rome and imposed a fine of € 64.6 million on Dow; several other companies were also named and fined. As a result, a loss contingency of $92.5 million related to the fine is included in “Accrued expenses and other current liabilities” in the combined balance sheet at December 31, 2009. Dow has appealed the EC’s decision. On October 13, 2009, the Court of First Instance held a hearing on the appeal of all parties.

The liability from this action was allocated, for accounting purposes, to the Styron business by Dow in the preparation of our Predecessor period financial statements. Any potential liability related to this action is retained by Dow and is only presented in the Predecessor financial statements.

NOTE P—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Successor Period

Defined Benefit Pension Plans

A majority of Trinseo employees, who were previously employees of Dow, are participants in various defined benefit pension and other postretirement plans which are administered and sponsored by either Dow or Trinseo. Trinseo is in the process of separately establishing its own plans in certain territories. Plans originally established in Germany and Japan have already been legally separated into Trinseo’s own administered and sponsored plans. The remainder of territories not separately established on an independent Trinseo plan are expected to be legally separated by 2012. Trinseo employees, who were not previously associated with the acquired pension and postretirement plans, are generally not eligible for enrollment in these plans. Pension benefits are typically based on length of service and the employee’s final average compensation.

F-35

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Other Postretirement Benefits

The Company provides certain health care and life insurance benefits to retired employees. The Company’s plans outside of the United States are not significant; therefore, this discussion relates to the U.S. plans only. The plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits. In general, for employees hired by Dow before January 1, 1993, the plans provide benefits supplemental to Medicare when retirees are eligible for these benefits. The Company and the retiree share the cost of these benefits, with the Company portion increasing as the retiree has increased years of credited service, although there is a cap on the Company portion. The Company has the ability to change these benefits at any time. Employees hired after January 1, 2008 are not covered under the plans.

Assumptions

The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below:

	Obligations at December 31, 2010			Net periodic costs for the period June 17, 2010 to December 31, 2010
Discount rate		4.45	%		4.30	%
Rate of increase in future compensation levels		2.94	%		2.96	%
Expected long-term rate of return on plan assets		N/A			4.00	%

The expected long-term rate of return on plan assets is determined by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for each plan. The historical experience with the pension fund asset performance is also considered.

The weighted-average assumptions used to determine other postretirement benefit obligations and net periodic benefit costs are provided below:

	Obligations at December 31, 2010			Net periodic costs for the period June 17, 2010 to December 31, 2010
Discount rate		5.70	%		5.60	%
Initial health care cost trend rate		7.67	%		8.00	%
Ultimate health care cost trend rate		5.00	%		5.00	%
Year ultimate trend rate to be reached		2019			2019

F-36

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

A one-percentage point change in the assumed health care cost trend rate would have had a nominal effect on both service and interest cost as well as the projected benefit obligations.

The net periodic benefit costs for the pension and other postretirement benefit plans for the period June 17, 2010 through December 31, 2010 were as follows:

Net periodic benefit cost	Defined Benefit Pension Plans			Other Postretirement Benefits
Service cost	$	4,760		$	161
Interest cost		2,951			167
Expected return on plan assets		(558	)		—
Net periodic benefit cost	$	7,153		$	328
Amounts recognized in Other Comprehensive Income	Defined Benefit Pension Plans			Other Postretirement Benefits
Net gain	$	(8,222	)	$	(168	)
Currency impact		(24	)		(3	)
Total recognized in other comprehensive income		(8,246	)		(171	)
Net periodic benefit cost		7,153			328
Total recognized in net periodic benefit cost and other comprehensive income	$	(1,093	)	$	157

F-37

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The changes in the pension benefit obligations and the fair value of plan assets and the funded status of all significant plans for the period June 17, 2010 through December 31, 2010 were as follows:

	Defined Benefit Pension Plans			Other Postretirement Benefits
Change in projected benefit obligations
Benefit obligation at beginning of period	$	118,214		$	5,118
Service cost		4,760			161
Interest cost		2,951			167
Plan participants’ contributions		776			—
Actuarial changes in assumptions and experience		(8,370	)		(168	)
Benefits paid		(242	)		—
Currency impact		15,210			85
Benefit obligation at end of period	$	133,299		$	5,363
Change in plan assets
Fair value of plan assets at beginning of period	$	20,890		$	—
Actual return on plan assets		411			—
Currency impact		4,893			—
Employer contributions		3,986			—
Plan participants’ contributions		776			—
Benefits paid		(242	)		—
Fair value of plan assets at end of period		30,714			—
Funded status at end of period	$	(102,585	)	$	(5,363	)
Net amounts recognized in the balance sheets at December 31:
Noncurrent assets	$	49		$	—
Current liabilities		(308	)		(5	)
Noncurrent liabilities		(102,326	)		(5,358	)
Net amounts recognized in the balance sheet	$	(102,585	)	$	(5,363	)
Accumulated benefit obligation at the end of the period	$	87,313		$	5,363
Pretax amounts recognized in AOCI at December 31:
Net gain	$	(8,246	)	$	(171	)

In 2011, an estimated net gain of approximately $0.1 million for the defined benefit pension plans and other postretirement benefit plans will be amortized from AOCI to net periodic benefit cost.

F-38

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:

	Defined Benefit Pension Plans		Other Postretirement Benefits
2011	$	1,763	$	5
2012		2,304		15
2013		4,100		27
2014		3,715		46
2015		3,855		72
2016 through 2020		31,272		1,144
Total	$	47,009	$	1,309

Estimated contributions to the defined benefit pension plans in 2011 are $9.4 million.

The following information is for plans with both projected and accumulated benefit obligations in excess of the fair value of plan assets at year end:

	At December 31, 2010
Projected benefit obligations	$	132,888
Accumulated benefit obligations		86,902
Fair value of plan assets		30,254

Plan Assets

For plans that have not yet been separately established, plan assets consist primarily of receivables from Dow, which are based on a contractually determined proportion of Dow’s plan assets. These assets will be transferred into the Company’s new plans when they are established in 2011 or 2012. Dow’s underlying plan assets consist of equity and fixed income securities of U.S. and foreign issuers and insurance contracts, and may include alternative investments such as real estate and private equity. At December 31, 2010, plan assets totaled $30.7 million. Of this amount, $23.0 million represents receivables from Dow, which are based on Trinseo’s proportionate share in Dow plan assets.

Concentration of Risk

The Company and Dow mitigate the credit risk of investments by establishing guidelines with investment managers that limit investment in any single issue or issuer to an amount that is not material to the portfolio being managed. These guidelines are monitored for compliance both by the Company and Dow and external managers. Credit risk related to derivative activity is mitigated by utilizing multiple counterparties and through collateral support agreements.

Defined Benefit Pension and Other Postretirement Plans-Predecessor Periods

A majority of the Styron business’s employees were participants in various defined benefit pension and other postretirement plans administered and sponsored by Dow. Pension benefits

F-39

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

are based on length of service and the employee’s final average compensation. The other postretirement plans provide certain health care and life insurance benefits to retired employees.

The financial statements reflect the plans on a multi-employer basis in accordance with the authoritative guidance on accounting for multi-employer plans. The pension and other postretirement benefit obligations and service costs of Dow’s plans were determined based on actuarial valuations of individual participant data. Other costs were allocated based on the employee’s proportionate share of the pension obligations for the respective Dow plans they participated in. The pension and other postretirement plan expense for the participating Trinseo employees was $6.3 million for the period ended June 16, 2010 and $11.7 million and $11.1 million for 2009 and 2008, respectively.

Defined Contribution Plans

Successor Period

The Company also offers defined contribution plans to eligible employees in the U.S. and in other countries, including Australia, Brazil, Hong Kong, Switzerland, Taiwan and the United Kingdom. The defined contribution plans are comprised of a non-discretionary elective matching contribution component as well as a discretionary non-elective contribution component. Employees participate in the non-discretionary component by contributing a portion of their eligible compensation to the plan, which is partially matched by the Company. Non-elective contributions are made at the discretion of the Company and are based on a combination of eligible employee compensation and performance award targets. During the period from June 17, 2010 through December 31, 2010, the Company contributed $3.0 million to the defined contribution plans.

Predecessor Period

Dow offered defined contribution plans (Employee Savings Plans) to eligible employees in the U.S. whereby employees participate by contributing a portion of their compensation, which is partially matched by the Company. Defined contribution plans also cover certain employees in other countries, including Australia, Brazil, Hong Kong, Switzerland, Taiwan and the United Kingdom. Contributions were allocated to the Styron business based on headcount for all defined contribution plans in which Styron employees participated in. Allocated contributions totaled $1.9 million for the period from January 1, 2010 through June 16, 2010, $3.8 million for the year ended December 31, 2009 and $1.4 million for the year ended December 31, 2008.

NOTE Q—STOCK BASED COMPENSATION

Successor Period

Executive Subscription and Securityholder’s Agreements

On June 17, 2010, our Parent authorized the issuance of up to 750,000 shares in service-based and performance-based restricted stock to certain key members of management. Any related compensation associated with these awards is allocated to the Company from the Parent.

F-40

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Service-based restricted stock awards vest over four to five years with a portion (25% or 40%) cliff vesting after one or two years. The remaining portion of the awards vest ratably over the subsequent three years, subject to the participant’s continued employment with the Company, and vest automatically upon a change of control of the Company excluding a change in control related to an initial public offering (“IPO”). Should a participant’s termination occur within defined time frames due to death or permanent disability, a termination of the participant by the Company or one of its subsidiaries without cause, or the participant’s voluntary resignation for good reason, a portion of the unvested restricted stock awards will either vest on the termination date or up to twelve months thereafter.

The performance-based restricted stock awards contain a service-based component, and vest in the same manner as all other service-based awards, but only if certain targets are achieved based on various returns realized by our stockholders on a change in control or an IPO. Generally, performance-based restricted stock will not vest until a change in control or an IPO. Holders of vested performance-based stock are entitled to distributions from the Parent only after investors in our Parent have received distributions equal to their original investment.

Our Parent has a call right that gives it the option, but not the obligation, to repurchase vested stock at the then current fair value upon an employee’s termination, or at cost in certain circumstances.

A summary of our service-based restricted stock awards activity during the Successor period is as follows:

Service-based restricted stock	Shares		Weighted- Average Grant Date Fair Value
Unvested, June 16, 2010		—	$	—
Granted		165,218		169.52
Vested		—		—
Canceled		—		—
Unvested, December 31, 2010		165,218	$	169.52

Total compensation expense for service-based restricted stock awards was $5.5 million for the Successor period ended December 31, 2010. Based on the nature of our employee groups who received awards and the limited number of employees who received grants during the Successor period ended December 31, 2010, we are currently anticipating there will be no forfeitures. To the extent actual forfeitures occur, they will be recorded as an adjustment to compensation expense in the periods in which they occur, and estimates may be revised as necessary. As of December 31, 2010, there was $22.5 million of total unrecognized compensation cost related to service-based restricted stock awards. That cost is expected to be recognized over a weighted-average period of 4.2 years.

The fair values of performance-based restricted stock awards were estimated on the date of grant using a combination of a call option and digital option model that uses assumptions about expected volatility, risk-free interest rates, the expected time until a performance condition will be met, and dividend yield. The expected volatilities are based on a combination of implied and

F-41

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

historical volatilities of a peer group of companies, as the Company is a non-publicly traded company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the awards. The expected term represents management’s probability-weighted estimate of the expected time until a change in control or IPO occurs. The expected dividend yield is based on an assumption that no dividends are expected to be approved in the near future.

The following are the weighted average assumptions used for grants during the Successor period December 31, 2010:

Dividend yield	0.00	%
Expected volatility	77.53	%
Risk-free interest rate	1.32	%
Expected term (in years)	4.33

A summary of our performance-based restricted stock award activity during the Successor period is as follows:

Performance-based restricted stock	Shares		Weighted-average Grant Date Fair Value
Unvested, June 16, 2010		—	$	—
Granted		112,933		89.23
Vested		—		—
Canceled		—		—
Unvested, December 31, 2010		112,933	$	89.23

The Company has not recorded compensation expense related to performance-based restricted stock awards as the likelihood of achieving the performance condition was not deemed to be probable as of December 31, 2010. Should this determination change in the future, compensation expense will be recognized over any remaining service period at that time. As of December 31, 2010, there was $10.1 million of total unrecognized compensation cost related to performance-based restricted stock awards.

Restricted Stock

During the period ended December 31, 2010, our Parent sold 18,870 shares of non-transferable restricted stock to certain employees, of which 12,870 were sold at a purchase price less than the fair value of our Parent’s common stock. As a result, during the period ended December 31, 2010, the Company recorded compensation expense of $3.7 million related to these restricted stock sales. The restricted stock may not be transferred without our Parent’s consent except for a sale to our Parent or its investors in connection with a termination or on an IPO or other liquidation event.

F-42

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

The amount of stock-based compensation expense recognized in SG&A in the period ended December 31, 2010 was as follows (in thousands):

	June 17, 2010 through December 31, 2010
Service-based restricted stock	$	5,468
Restricted stock		3,699
Total stock-based compensation in SG&A	$	9,167

Predecessor Periods

Styron employees participated in Dow’s stock-based compensation plan to employees in the form of the Employees’ Stock Purchase Plan and stock option plans, which include deferred and restricted stock. Information regarding these plans is provided below.

Accounting for Stock-Based Compensation

Dow grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and retirement eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date and is recognized over the vesting period or from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required.

A lattice-based option valuation model is used to estimate the fair value of stock options and a Black-Scholes option valuation model is used for subscriptions to purchase shares under the Employees’ Stock Purchase Plan (“ESPP”).

The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:

	Predecessor
	2008			2009			Period January 1, 2010 through June 16, 2010
Dividend yield		4.40	%		3.80	%		2.52	%
Expected volatility		29.57	%		43.78	%		47.43	%
Risk-free interest rate		3.42	%		1.61	%		1.28	%
Expected life of stock options granted during period		6 years			6.25 years			6.5 years
Life of Employees’ Stock Purchase Plan		6.5 months			9 months			5.15 months

The dividend yield assumption for 2010 was based on a 30/70 blend of Dow’s then current declared dividend as a percentage of the stock price on the grant date and a 10-year dividend yield average. The dividend yield assumption for 2009 was based on a 10-year dividend yield average. In 2008, the dividend yield assumption was based on Dow’s then current declared dividend as a percentage of the stock price on the grant date. The expected volatility assumption for 2010 and 2008 was based on an equal weighting of the historical daily volatility

F-43

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

and then current implied volatility from exchange-traded options for the contractual term of the options. For 2009, the expected volatility assumption was based entirely on historical daily volatility. The risk-free interest rate was based on the weighted-average of U.S. Treasury strip rates over the contractual term of the options. Based on an analysis of historical exercise patterns, exercise rates were developed that resulted in an average life of 6.5, 6.25 and 6 years for 2010, 2009 and 2008, respectively.

All compensation cost related to Styron employees was recognized as of June 16, 2010. As these employees no longer have a service requirement to Dow, all expense related to these employees has been recognized. The awards outstanding will vest according to the original terms even though the service period has been satisfied.

Employees’ Stock Purchase Plans

On February 13, 2003, the Dow Board of Directors authorized a 10-year ESPP, which was approved by stockholders at Dow’s annual meeting on May 8, 2003. Under the 2010 annual offering, most employees were eligible to purchase shares of common stock of Dow valued at up to 10% of their annual base earnings. Under the 2009 annual offering, most employees were eligible to purchase shares of common stock of Dow valued at up to 20% of their annual base earnings. The value is determined using the plan price multiplied by the number of shares subscribed to by the employee. The plan price of the stock is set each year at no less than 85% of market price. Approximately 52%, 21% and 32% of the eligible Trinseo employees enrolled in the annual plan for 2010, 2009 and 2008, respectively.

Trinseo employees enrolled in the 2010 plan had 30 days from June 16, 2010, or if retirement eligible, until November 12, 2010 to exercise their shares, after which time the shares were forfeited.

Employees’ Stock Purchase Plans (shares in thousands)	Shares			Exercise Price(1)
Outstanding, January 1, 2009		—		$	—
Granted		265		$	20.81
Exercised		(184	)	$	20.81
Forfeited/Expired		(81	)	$	20.81
Outstanding and exercisable, December 31, 2009		—			—
Granted		458		$	18.09
Exercised		(330	)	$	18.09
Forfeited/Expired		—		$	18.09
Outstanding and exercisable, June 16, 2010		128		$	18.09

(1) Weighted-average per share

F-44

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Additional Information about ESPPs (in thousands, except per share amounts)	2008		2009		January 1, 2010 through June  16, 2010
Weighted-average fair value per share of purchase rights granted	$	4.33	$	1.00	$	11.90
Total compensation expense for ESPPs	$	523	$	265	$	4,998
Related tax benefit	$	194	$	98	$	1,849
Total amount of cash received from the exercise of purchase rights	$	1,151	$	3,834	$	5,970
Total intrinsic value of purchase rights exercised (1)	$	48	$	1,220	$	3,780
Related tax benefit	$	18	$	452	$	1,399

(1) Difference between the market price at exercise and the price paid by the employee to exercise the purchase rights

Stock Option Plans

Under the 1988 Award and Option Plan (the “1988 Plan”), a plan approved by stockholders, Dow may grant options or shares of common stock to its employees subject to certain annual and individual limits. The terms of the grants are fixed at the grant date. At December 31, 2009, there were 19,782,822 shares available for grant under this plan.

The exercise price of each stock option equals the market price of Dow’s stock on the date of grant. Options vest from one to three years, and have a maximum term of 10 years. Options granted to Styron employees vest according to the original vesting schedule. Vested options can be exercised through the earlier of the original expiration date or 5 years following separation.

The following table provides stock option activity for Styron employees:

Stock Options	Shares			Exercise Price(1)
Outstanding, January 1, 2009		579,842		$	40.47
Granted		97,150		$	9.53
Exercised		—		$	—
Forfeited/Expired		(11,505	)	$	31.10
Outstanding and exercisable, December 31, 2009		665,487		$	36.12
Remaining contractual life in years					5.75
Aggregate intrinsic value in thousands	$	1,770
Exercisable, December 31, 2009		469,928		$	40.81
Remaining contractual life in years					4.60
Aggregate intrinsic value in thousands	$	11
Granted		87,300		$	27.79
Exercised		(5,538	)	$	9.53
Forfeited/Expired		(72,350	)	$	31.63
Outstanding and exercisable, June 16, 2010		674,899		$	35.80
Remaining contractual life in years					4.31
Aggregate intrinsic value in thousands	$	1,575
Exercisable, June 16, 2010		530,501		$	39.48
Remaining contractual life in years					4.09
Aggregate intrinsic value in thousands	$	461

(1) Weighted-average per share

F-45

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Additional Information about Stock Options (in thousands, except per share amounts)	2008		2009		January 1, 2010 through June 16, 2010
Weighted-average fair value per share of options granted	$	8.88	$	2.60	$	9.17
Total compensation expense for stock option plans	$	908	$	578	$	299
Related tax benefit	$	336	$	214	$	111
Total amount of cash received from the exercise of options	$	345	$	—	$	53
Total intrinsic value of options exercised (1)	$	104	$	—	$	109
Related tax benefit	$	38	$	—	$	40

(1) Difference between the market price at exercise and the price paid by the employee to exercise the options

Restricted Stock Awards

Under the 1988 Plan, Dow grants deferred stock to certain employees. The grants vest after a designated period of time, generally two to five years. Deferred and restricted stock granted to Styron employees will be delivered according to the original grant terms and conditions. Deferred and restricted stock granted in 2010 were prorated based on the number of months worked for Dow during the calendar year.

Deferred Stock	Shares			Grant Date Fair Value(1)
Nonvested, January 1, 2009		133,855		$	43.33
Granted		108,510		$	9.61
Vested		(29,300	)	$	43.49
Canceled		—		$	—
Nonvested, December 31, 2009		213,065		$	26.13
Granted		86,790		$	27.79
Vested		(18,120	)	$	53.53
Canceled		(43,395	)	$	27.79
Nonvested, June 16, 2010		238,340		$	24.35

(1) Weighted-average per share

F-46

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Also under the 1988 Plan, Dow has granted performance deferred stock awards that vest when Dow attains specified performance targets over a predetermined period, generally one to three years. Compensation expense related to performance deferred stock awards is recognized over the lesser of the service or performance period. Performance deferred stock granted to Styron employees will be delivered according to the original grant terms and conditions. Performance deferred stock granted in 2010 were prorated based on the number of months worked for Dow during the calendar year. The following table shows the performance deferred stock awards granted to Styron employees:

Additional Information about Deferred Stock (in thousands, except per share amounts)	2008		2009		January 1, 2010 through June 16, 2010
Weighted-average fair value per share of deferred stock granted	$	37.61	$	9.61	$	27.79
Total fair value of deferred stock vested and delivered (1)	$	143	$	286	$	528
Related tax benefit	$	53	$	106	$	195
Total compensation expense for deferred stock awards	$	1,444	$	1,475	$	874
Related tax benefit	$	534	$	546	$	323

(1) Includes the fair value of shares vested in prior years and delivered in the reporting year

Performance Deferred Stock Awards	Target Shares Granted(1)		Weighted-average Fair Value per Share
2010          January 1, 2010 — December 31, 2012		4,100	$	27.79
2009          January 1, 2009 — December 31, 2011		2,070	$	9.53
2008          January 1, 2008 — December 31, 2010		21,304	$	36.44

(1) At the end of the performance period, the actual number of shares issued can range from zero to 250% of the target shares granted.

The following table shows changes in nonvested performance deferred stock:

Performance Deferred Stock	Shares			Grant Date Fair Value(1)
Nonvested, January 1, 2009		22,750		$	40.69
Granted		2,070		$	9.53
Vested		(10,100	)	$	43.59
Canceled		—		$	—
Nonvested, December 31, 2009		14,720		$	34.32
Granted		4,100		$	27.79
Vested		—
Canceled		(2,050	)	$	27.79
Nonvested, June 16, 2010		16,770		$	33.52

(1) Weighted-average per share

F-47

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Additional Information about Deferred Stock (in thousands, except per share amounts)	2008		2009			January 1, 2010 through June 16, 2010
Total fair value of deferred stock vested and delivered (1)	$	304	$	51		$	306
Related tax benefit	$	112	$	19		$	113
Total compensation expense for deferred stock awards	$	349	$	(72	)	$	290
Related tax benefit	$	129	$	(26	)	$	107

(1) Includes the fair value of shares vested in prior years and delivered in the reporting year

At December 31, 2009, 10,100 performance deferred shares with a grant date weighted-average fair value of $43.59 per share were vested, but not issued. These shares were issued in April 2010.

All compensation cost related to Styron employees was recognized as of June 16, 2010. As these employees no longer have a service requirement to Dow, all expense related to these employees has been recognized. The awards outstanding will vest according to the original terms even though the service period has been satisfied.

NOTE R—SEGMENTS

The Company operates four segments under two principal business units. The Emulsion Polymers business unit includes a Styrene-Butadiene (“SB”) Latex segment and a Synthetic Rubber segment. The Plastics business unit includes a Styrenics segment and an Engineered Polymers segment.

The SB Latex segment produces SB latex primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications. The Synthetic Rubber segment produces synthetic rubber products used predominantly in tires, with additional applications in polymer modification and technical rubber goods, including conveyer and fan belts, hoses, seals and gaskets. The Styrenics and Engineered Polymers business segments offer complementary plastics products with formulations developed for durable applications, such as consumer electronics, automotive and construction. Through these two segments, the Company provides a broad set of plastics product solutions to its customers.

F-48

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

Corporate includes certain corporate overhead costs, acquisition-related expense, and certain other income and expenses.

	Successor Period
	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics			Engineered Polymers			Corporate Unallocated			Total
June 17, 2010 through December 31, 2010
Sales to external customers	$	860,357	$	298,773	$	1,123,452		$	594,341		$	—		$	2,876,923
Equity in earnings (losses) of unconsolidated affiliates		—		—		13,212			(585	)		—			12,627
EBITDA (1)		65,938		51,289		58,325			44,992			(110,415	)		110,129
Investment in unconsolidated affiliates		—		—		80,212			48,622			—			128,834
Depreciation and amortization		24,849		9,710		21,089			5,497			—			61,145
	Predecessor Period
	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics			Engineered Polymers			Corporate Unallocated			Total
January 1, 2010 through June 16, 2010
Sales to external customers	$	638,280	$	220,926	$	782,976		$	447,505		$	408		$	2,090,095
Equity in earnings of unconsolidated affiliates		—		—		1,573			2,967			—			4,540
EBITDA (1)		85,755		30,994		21,258			71,167			(34,301	)		174,873
Depreciation and amortization		17,958		9,739		15,272			5,378			—			48,347
	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics			Engineered Polymers			Corporate Unallocated			Total
For the year ended December 31, 2009
Sales to external customers	$	1,026,844	$	336,078	$	1,353,407		$	733,780		$	—		$	3,450,109
Equity in earnings (losses) of unconsolidated affiliates		—		—		(9,980	)		4,393			—			(5,587	)
EBITDA (1)		115,258		28,026		38,165			90,438			(19,000	)		252,887
Investment in unconsolidated affiliates		—		—		152,042			28,547			—			180,589
Depreciation and amortization		36,732		20,169		31,228			10,992			—			99,121
	Emulsion Polymers				Plastics						Corporate Unallocated			Total
	SB Latex		Synthetic Rubber		Styrenics			Engineered Polymers
For the year ended December 31, 2008
Sales to external customers	$	1,711,497	$	426,798	$	2,051,488		$	991,565		$	3,260		$	5,184,608
Equity in earnings (losses) of unconsolidated affiliates		—		—		(8,673	)		5,070			—			(3,603	)
Goodwill impairment loss		—		—		—			31,138			—			31,138
Restructuring charges		11,000		—		17,000			—			14,000			42,000
EBITDA (1)		115,925		36,597		(46,937	)		6,819			(23,860	)		88,544
Investment in unconsolidated affiliates		—		—		158,676			33,561			—			192,237
Depreciation and amortization		31,263		8,541		25,638			19,469			—			84,911

(1) Reconciliation of EBITDA to net income (loss) is as follows:

F-49

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

	Predecessor							Successor
	For the year ended December 31,			For the year ended December 31,		January 1, 2010 through June 16,		June 17, 2010 through December 31,
	2008			2009		2010		2010
EBITDA	$	88,544		$	252,887	$	174,873	$	110,129
Interest expense, net		—			—		—		47,873
Income taxes		131,000			90,000		53,000		17,874
Depreciation and amortization		84,911			99,121		48,347		61,145
Net income (loss)	$	(127,367	)	$	63,766	$	73,526	$	(16,763	)

The primary measure of segment operating performance is EBITDA, which is defined as net income (loss) before interest, taxes, depreciation and amortization. EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that management believes reflects the Company’s core operating performance.

Segment information for the Predecessor periods has been recast to conform to the Successor segment presentation. In the Predecessor periods, sales between segments reflected pricing at Dow’s cost to manufacture. In the Successor period, sales between segments reflected market pricing. As a result of this change, EBITDA for the SB Latex and Engineered Polymers segments has been unfavorably impacted by $2.0 million and $13.0 million, respectively, in the 2010 Successor period, and EBITDA for the Synthetic Rubber and Styrenics segments has been favorably impacted by $1.0 million and $15.0 million, respectively, in the 2010 Successor period.

Asset information is not accounted for at the segment level and consequently is not reviewed or included with our internal management reporting. Therefore, the Company has not disclosed asset information for each reportable segment.

Styron operates 36 manufacturing plants (which include a total of 86 production units) at 29 sites in 16 countries, inclusive of joint ventures and contract manufacturers. The United States is home to four of these sites, representing 19% of Styron’s long-lived assets. Sales are attributed to geographic areas based on customer location; long-lived assets are attributed to geographic areas based on asset location.

Geographic Area Information	Predecessor						Successor
	Year ended December 31, 2008		Year ended December 31, 2009		January 1 through June 16, 2010		June 17 through December 31, 2010
United States
Sales to external customers	$	705,241	$	413,953	$	262,340	$	471,986
Long-lived assets		56,038		51,032				110,269
Europe
Sales to external customers	$	2,843,668	$	1,786,171	$	1,129,505	$	1,656,128
Long-lived assets		349,653		312,528				378,092
Rest of World
Sales to external customers	$	1,635,699	$	1,249,985	$	698,250	$	748,809
Long-lived assets		114,759		98,464				99,308
Total
Sales to external customers (1)	$	5,184,608	$	3,450,109	$	2,090,095	$	2,876,923
Long-lived assets (2)(3)		520,450		462,024				587,669

F-50

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(1) Sales to external customers in China represented approximately 13% of the total for the Successor period ended December 31, 2010 and 14%, 14% and 13% in the Predecessor periods ended June 16, 2010, December 31, 2009 and December 31, 2008, respectively. Sales to external customers in Germany represented approximately 15% of the total for the Successor period ended December 31, 2010 and 15%, 13% and 14% in the Predecessor periods ended June 16, 2010, December 31, 2009 and December 31, 2008, respectively.

(2) Long-lived assets in China represented approximately 6% of the total for the Successor period ended December 31, 2010 and 12% and 12% in the Predecessor periods ended December 31, 2009 and December 31, 2008, respectively. Long-lived assets in Germany represented approximately 35% of the total for the Successor period ended December 31, 2010 and 41% and 38% in the Predecessor periods ended December 31, 2009 and December 31, 2008, respectively. Long-lived assets in The Netherlands represented approximately 14% of the total for the Successor period ended December 31, 2010 and 19% and 20% in the Predecessor periods ended December 31, 2009 and December 31, 2008, respectively.

(3) Long-lived assets consist of property, plant and equipment.

NOTE S—RELATED PARTY AND DOW TRANSACTIONS

The combined financial statements include significant transactions with Dow involving services (such as cash management, other financial services, purchasing, legal and information technology) that were provided to the Company by centralized Dow operations. For periods prior to the Styron Acquisition, the costs of services have been directly charged or allocated to the Company by Dow using methods management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment and proportionate corporate formulas involving assets, revenues and employees. Such charges and allocations are not necessarily indicative of what would have been incurred if the Company had been a separate entity.

Subsequent to the Styron Acquisition, these arrangements between the Company and Dow are being provided under service agreements or other long-term agreements.

In conjunction with the Styron Acquisition, the Company entered into certain agreements with Dow, including the one-year TSA and the five-year MOSA. These agreements provide for ongoing services from Dow in areas such as information technology, human resources, finance, environmental health and safety, training, supply chain and purchasing. The agreements expire at various times ranging from six months to five years subsequent to the Styron Acquisition Date. Although the term of the MOSA is five years, the Company has the option to terminate substantially all of the services provided under this arrangement after one year from the Styron Acquisition Date, or June 17, 2011. The Company’s contractual commitments for these services will terminate upon 180 days after the appropriate notice. The estimated minimum contractual obligations under the MOSA are $133.5 million as of December 31, 2010. In addition, the Company entered into certain Site and Operating Service Agreements. Under the Site Services agreement, Dow provides the Company utilities and other site services for Company-owned plants. Under the Operating Services agreements the Company provides services to Dow and receives payments for the operation of a Dow-owned plant. These agreements generally have 25-year terms, with automatic renewals for five-year terms unless one party gives notice at least 18 months prior to the end of the period. The Company has the option to terminate these agreements subject to certain ongoing capital costs for each site agreement. The Company’s contractual commitments for these site services would generally be for a period of 45 to 60 months upon appropriate notice of termination of each site service agreement. For the Successor period ended December 31, 2010, the Company incurred a total of $171.5 million in

F-51

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

expenses under these agreements, including $101.9 million for both the variable and fixed cost components of the Site Service Agreements and $69.6 million covering all other agreements.

In connection with the Acquisition and the execution of the Purchase Agreement, on June 17, 2010, the Styron Holdcos entered into a latex joint venture option agreement (the “Latex JV Option Agreement”) with Dow, pursuant to which the Styron Holdcos granted Dow an irrevocable option to purchase 50% of the issued and outstanding interests in a joint venture to be formed by Dow and the Styron Holdcos with respect to the SB Latex business in Asia, Latin America, the Middle East, Africa, Eastern Europe, Russian and India (the “Emerging Markets SB Latex Business”), at a purchase price equal to the fair value attributable to the Emerging Markets SB Latex Business as defined in the Latex JV Option Agreement. The option is exercisable by Dow at any time after the first anniversary of the Latex JV Option Agreement and prior to the earlier to occur of (i) the fifth anniversary of the Latex JV Option Agreement and (ii) the date of the closing of an underwritten initial public offering of the equity interests of the Company; provided, that Dow will not have the right to exercise the option after the 45th day following the date on which the Styron Holdcos provide written notice to Dow that it has filed a registration statement with the SEC relating to this underwritten initial public offering, subject to the completion of the underwritten initial public offering within 180 days of the delivery of this written notice. If Dow exercises its option, Dow and the Styron Holdcos must (i) form the joint venture, (ii) enter into a joint venture formation agreement pursuant to which all of the assets of the Emerging Markets SB Latex Business shall be contributed to the joint venture, (iii) enter into a shareholders’ agreement with respect to the governance of the joint venture and (iv) enter into customary ancillary agreement with respect to the joint venture and the transfer of the interests in the joint venture to Dow.

In addition, the Company has transactions in the normal course of business with Dow and its affiliates. For the period from June 17, 2010 through December 31, 2010 sales to and purchases from Dow and its affiliated companies were approximately $224.9 million and $1,406.9 million, respectively. As of December 31, 2010, receivables from and payables to Dow and its affiliated companies were approximately $41.7 million and $75.4 million, respectively, and are included in Accounts receivable and Accounts payable.

Bain Capital provides management services to the Company pursuant to an advisory agreement with a fee of $1.0 million payable per quarter. Bain Capital also provides advice pursuant to a transaction services agreement, with fees payable as a percentage of the transaction value of each financing, acquisition, or similar transaction. Both agreements have a 10-year initial term. Total payments to Bain Capital for these management services and transaction advisory expenses, including fees related to the Styron Acquisition and the Company’s financing arrangements, were $3.7 million and $16.5 million, respectively, for the period from June 17, 2010 through December 31, 2010.

F-52

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE T—RESTRUCTURING—Predecessor Period

2008 Restructuring

On December 5, 2008, Dow’s Board of Directors approved a restructuring plan that included the write-off of certain assets. Due to the severe economic downturn, management decided in the fourth quarter of 2008 to shut down a number of facilities, including the following:

Styrene and styrene derivatives manufacturing facilities principally in Pittsburg, California; Terneuzen, The Netherlands; King’s Lynn, England; Varennes, Canada, and Bilbao, Spain. A $28.0 million write-off of the net book value of the related buildings, machinery and equipment was recorded in the fourth quarter of 2008. The facilities were shut down by the third quarter of 2009.

2008 Restructuring Charges by Operating Segment

	Impairment of Long-Lived Assets and Other Assets		Severance Costs		Total
SB Latex	$	11,000	$	—	$	11,000
Styrenics		17,000		—		17,000
Corporate		—		14,000		14,000
Total 2008 restructuring charges	$	28,000	$	14,000	$	42,000

As a result of the decision to shut down assets around the world and implement a global workforce reduction, the restructuring charges included severance of $14.0 million for the separation of 104 employees under the terms of Dow’s ongoing benefit arrangements. Severance costs are accrued once management commits to a plan of termination including the number of employees to be terminated, their job classifications or functions, their locations and the expected completion date. These costs were charged against Corporate. At December 31, 2009, severance of approximately $14.0 million had been paid, completing the severance plan.

The following table summarizes the activities related to the restructuring reserve:

2008 Restructuring Activities

	Impairment of Long-Lived Assets and Other Assets			Severance Costs			Total
Restructuring charges recognized in the 4th quarter of 2008	$	28,000		$	14,000		$	42,000
Cash Payments		—			(2,000	)		(2,000	)
Charges against reserve		(28,000	)		—			(28,000	)
Reserve balance at December 31, 2008		—			12,000			12,000
Cash payments		—			(12,000	)		(12,000	)
Reserve balance at December 31, 2009	$	—		$	—		$	—

F-53

TRINSEO S.A.

NOTES TO FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

NOTE U—SUBSEQUENT EVENTS

As discussed in Note J - Debt, on February 2, 2011, the Senior Secured Credit Facility was amended to increase the available incremental borrowings under the Term Loan from $780.0 million to $1.6 billion. Pursuant to the amendment, we borrowed an aggregate principal amount of $1.4 billion, the proceeds of which were used to repay the Term Loan and related accrued interest, repay the Seller Note and related accrued interest, and make a distribution to the stockholders of the Parent, including Bain Capital, Dow and certain executives, through a redemption of certain classes of our Parent’s shares. As a result of the share redemption, the Company recorded a one-time stock-based compensation charge of $11.0 million in the first quarter of 2011 reflecting the settlement of previously unvested service-based and performance-based restricted stock awards. The Company also granted additional service-based and performance-based restricted stock awards to certain executives at that time. The Company determined the fair value of these additional stock awards to be $9.6 million, of which $2.4 million in compensation expense related to service-based awards will be recognized in 2011, $4.0 million in compensation expense related to service-based awards will be recognized over the remaining service period, and $3.2 million in compensation expense related to performance-based awards will be recognized when it is probable the performance conditions will be met.

*        *        *         *        *        *        *

F-54

TRINSEO S.A.

Condensed Statements of Operations

(in thousands, except per share data)

(unaudited)

	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Net sales	$	1,071,623		$	1,537,599
Cost of sales		949,473			1,367,789
Gross profit		122,150			169,810
Selling, general and administrative expenses		35,276			84,302
Equity in (losses) earnings of unconsolidated affiliates		(3,096	)		4,478
Operating income		83,778			89,986
Interest expense, net		—			26,306
Loss on extinguishment of long-term debt		—			55,666
Other expense		198			5,422
Income before income taxes		83,580			2,592
Provision for income taxes		34,936			11,934
Net income (loss)	$	48,644		$	(9,342	)
Net loss per share, basic and diluted				$	(0.15	)
Weighted-average shares outstanding, basic and diluted					64,327

The accompanying notes are an integral part of these Condensed Financial Statements.

F-55

TRINSEO S.A.

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	December 31, 2010			March 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	148,138		$	133,999
Accounts receivable, net of allowance		855,165			998,548
Inventories		550,337			600,681
Deferred income tax assets		3,777			7,742
Total current assets		1,557,417			1,740,970
Investment in unconsolidated affiliates		128,834			124,740
Property, plant and equipment, net		587,669			591,090
Other assets:
Goodwill		40,362			38,645
Other intangible assets, net		198,793			207,297
Deferred income tax assets—noncurrent		87,097			93,569
Deferred charges and other assets		76,276			59,347
Total other assets		402,528			398,858
Total assets	$	2,676,448		$	2,855,658
Liabilities and shareholder’s equity
Current liabilities:
Short-term borrowings and current portion of long-term debt	$	99,410		$	101,408
Accounts payable		544,260			600,405
Income taxes payable		32,234			26,110
Deferred income tax liabilities		2,847			8,965
Accrued expenses and other current liabilities		129,187			136,557
Total current liabilities		807,938			873,445
Noncurrent liabilities
Long-term debt		954,211			1,456,630
Other noncurrent obligations		120,427			134,690
Deferred income tax liabilities—noncurrent		67,379			66,435
Total noncurrent liabilities		1,142,017			1,657,755
Commitments and contingencies (Note P)
Shareholder’s equity:
Common stock, $0.01 nominal value, 59,829 and 71,737 shares authorized, issued and outstanding at March 31, 2011 and December 31, 2010, respectively		717			598
Additional paid-in-capital		658,450			201,108
Accumulated deficit		(16,763	)		(26,105	)
Accumulated other comprehensive income		84,089			148,857
Total shareholder’s equity		726,493			324,458
Total liabilities and shareholder’s equity	$	2,676,448		$	2,855,658

The accompanying notes are an integral part of these Condensed Financial Statements.

F-56

TRINSEO S.A.

Condensed Statements of Cash Flows

(in thousands)

(unaudited)

	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Cash flows from operating activities
Net income (loss)	$	48,644		$	(9,342	)
Adjustments to reconcile net income to net cash provided by (used in) continuing operating activities
Depreciation and amortization		26,337			28,493
Amortization of debt issuance costs and issuance discount		—			2,439
Stock-based compensation		—			14,406
Deferred income tax		(15,000	)		(2,343	)
Losses (earnings) of unconsolidated affiliates		10,935			(4,478	)
Loss on extinguishment of long-term debt		—			55,666
Prepayment penalty on long-term debt		—			(7,679	)
Changes in assets and liabilities:
Accounts receivable		(195,204	)		(95,880	)
Inventories		(71,527	)		(31,760	)
Trade accounts payable and other current liabilities		11,824			31,790
Income taxes payable		—			(6,599	)
Other assets, net		8,251			664
Other liabilities, net		(14,225	)		10,414
Cash used in operating activities		(189,965	)		(14,209	)
Cash flows from investing activities
Capital expenditures		(1,379	)		(6,913	)
Distributions of unconsolidated affiliates		—			7,196
Interest rate caps		—			(262	)
Decrease in restricted cash		—			(6,250	)
Cash used in investing activities		(1,379	)		(6,229	)
Cash flows from financing activities
Cash transfers from parent, net		191,344			—
Deferred financing fees		—			(11,180	)
Distribution to shareholders		—			(471,467	)
Net proceeds from the issuance of long-term debt		—			1,399,690
Repayments of long-term debt		—			(780,000	)
Principal payments on long-term debt		—			(3,500	)
Repayment of seller note		—			(75,000	)
Proceeds from the draw of revolving debt		—			240,000
Principal payments on revolving debt		—			(295,000	)
Cash provided by financing activities		191,344			3,543
Effect of exchange rate changes on cash		—			2,756
Net increase in cash and cash equivalents		—			(14,139	)
Cash and cash equivalents:
Beginning of period		—			148,138
End of period	$	—		$	133,999

The accompanying notes are an integral part of these Condensed Financial Statements.

F-57

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, unless otherwise stated)

(unaudited)

NOTE A—ORGANIZATION AND BUSINESS ACTIVITIES

On June 3, 2010, Bain Capital Everest Manager Holding SCA (the “Parent”) was formed through investment funds of Bain Capital Partners, LLC (“Bain Capital”), with Dow investing $48.8 million for a 7.5% interest in the Parent. Trinseo S.A. (“Trinseo” or the “Company”) was formed on June 3, 2010 and is incorporated under the existing laws of the Grand Duchy of Luxembourg. All common shares of Trinseo are owned by the Parent.

On June 17, 2010 (the “Styron Acquisition Date”), Trinseo acquired 100% of the former Styron business from Dow through Styron S.à r.l., a wholly owned subsidiary of Trinseo. Prior to June 17, 2010, Styron was a wholly owned business of Dow. See Note D for additional description of the Styron acquisition. The Company commenced operations immediately upon the acquisition of the former Styron business from Dow.

Trinseo is a leading global materials company dedicated to the innovation and delivery of specialty and customized emulsion polymers and plastics. Trinseo’s unique product portfolio brings together plastics, rubber and latex businesses that share feedstocks, operations, customers and end users.

Trinseo’s operations are located in North America, Latin America (including Mexico), Europe and the Middle East and Asia Pacific (including Asia, Australia and New Zealand), supplemented by two strategic joint ventures, Sumika Styron Polycarbonate Limited (“Sumika Styron”) and Americas Styrenics LLC (“AmSty”). The Company’s large and diverse global customer base consists principally of major industrial companies. Trinseo focuses on developing tailored product solutions for its customers, who it serves locally, with 36 manufacturing plants at 29 sites (which include a total of 86 production units) in 16 countries, including our joint ventures and contract manufacturers.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the instructions to Form 6-K and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. The financial statements should be read in conjunction with the financial statements filed with the Company’s Registration Statement on Form F-1 for the year ended December 31, 2010. The results of operations for the three fiscal months ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year.

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States for annual financial statements.

F-58

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

On June 17, 2010, the Company acquired 100% of the interests in the Styron business from Dow. As a result of the acquisition (the “Styron Acquisition”), the Company applied purchase accounting and began a new basis of accounting. See Note D for further discussion. The financial reporting periods presented are as follows:

• The 2011 presentation reflects the operating results of Styron from January 1, 2011 through March 31, 2011 (“Successor” period)

• The 2010 presentation reflects the results of operations of Styron from January 1, 2010 through March 31, 2010 (“Predecessor” period).

The combined financial statements for the Predecessor period ended March 31, 2010 have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Dow. All significant transactions between Dow and the Predecessor have been included in the combined financial statements and were settled for cash. The total net effect of the settlement of these related party transactions is reflected in the statements of cash flows as a financing activity. The Predecessor’s combined financial statements include costs historically allocated to the Company by Dow as well as income taxes as if the Company had been a stand-alone entity. Allocations include certain expenses for services, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, ethics and compliance, shared services, employee benefits and incentives, insurance, and stock-based compensation. These expenses have been allocated on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount or other measures. Management believes the assumptions underlying the combined statements of operations and cash flows for the period ended March 31, 2010 (collectively, the “Predecessor financial statements”) are reasonable. However, the financial statements for the Predecessor period may not be indicative of the Company’s results of operations and cash flows on a stand-alone basis, and future results may differ materially. In the Successor period, the Company no longer incurs these allocated costs, but does incur certain expenses as a stand-alone company for similar functions, including certain ongoing support services provided by Dow under the Dow Transition Services Agreement (the “TSA”) and the Master Outsourcing Service Agreement (the “MOSA”). See Note T for further discussion.

There are two fundamental cost allocation methodologies used in the Predecessor periods that affected the valuation of inventory, cost of sales, research and development expenses, and selling, general and administrative expenses applied by Dow to the Styron business during the Predecessor period. All of the allocations and estimates in the combined financial statements during the Predecessor periods are based on reasonable assumptions and methodologies. These allocation methodologies are further outlined below:

Activity Based Costing (“ABC”)

ABC is a system of costing products or services that focuses on the activities performed to produce the products or services. Costs are assigned to activities and then to products, based on the consumption of each product or service. Each activity is measured and costed per a base unit, such as hours or quantity. A “cost driver” is the measurable item which is the link between the producer and consumer of an activity. To determine the cost of an activity, all of the resources that are used to produce the activity are determined. Any cost that may be charged to

F-59

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

a cost center is included in the calculation of the cost of the activity. After confirming the expected demand for the product or service, the cost per unit of activity is determined by dividing the total cost by the expected demand for the cost driver.

The producer of the activity charges the consumers of that activity based on the consumer’s usage. This is accomplished on a routine basis and results in expenses, commonly referred to as “recharges,” being reflected in the consumer’s cost center with a cost recovery on the producer’s cost center.

Activity Based Management Charges (“ABMC”)

ABMC is a method of directly charging costs to businesses and geographies within the ABC framework. The assignment of expenses is based on the ABMC rules established for each function and business. Journal entries are posted in the ABMC system rather than in the general ledger. The impact of ABMC entries is included in the combined statements of income for the Predecessor periods.

Principles of Consolidation

The consolidated financial statements of the Company contain the accounts of all entities that are controlled and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. Corporate joint ventures over which the Company has the ability to exercise significant influence that are not consolidated are accounted for by the equity method.

A VIE is defined as a legal entity that has equity investors that do not have sufficient equity at risk for the entity to support its activities without additional subordinated financial support or, as a group, the holders of the equity at risk lack (i) the power to direct the entity’s activities or (ii) the obligation to absorb the expected losses or the right to receive the expected residual returns of the entity. A VIE is required to be consolidated by a company if that company is the primary beneficiary. See Note K for further discussion of the Company’s accounts receivable securitization program.

On the Styron Acquisition Date, we established a set of accounting policies which, unless otherwise indicated, are consistent with the accounting policies of the Predecessor business.

Use of Estimates in Financial Statement Preparation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes during the Successor period and the combined financial statements and accompanying notes during the Predecessor period. Actual amounts could differ from these estimates.

F-60

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

NOTE C—RECENT ACCOUNTING PRONOUNCMENTS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued the authoritative guidance for Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements, which amends the existing fair value measurement and disclosure to require additional disclosures regarding fair value measurements. Specifically, the guidance requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfer in or out of Level 3 and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition, the guidance also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for additional disclosures related to Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption did not impact the Company’s consolidated financial statements or results of operations.

In October 2009, the FASB issued the authoritative guidance for Revenue Recognition: Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force, which amends the criteria for when to evaluate individual delivered items in a multiple deliverable arrangement and how to allocate consideration received. This guidance is effective for fiscal years beginning on or after June 15, 2010. The adoption of the guidance on January 1, 2011 did not have a material impact on the Company’s consolidated financial statements.

NOTE D—ACQUISITIONS AND DIVESTITURES

Styron Acquisition

On March 2, 2010, STY Acquisition Corp. (“STY Acquisition”), an affiliate of Bain Capital, entered into a sale and purchase agreement (the “Purchase Agreement”) with Dow, Styron LLC and Styron Holding B.V. (together with Styron LLC, the “Styron Holdcos”) pursuant to which STY Acquisition agreed to acquire 100% of the outstanding equity interests of the Styron Holdcos. STY Acquisition, subsequently (but prior to the close of the transaction) assigned its rights and obligations under the Purchase Agreement to Styron S.àr.l., the Company’s indirect wholly owned subsidiary. The consideration for the purchase of Styron Holdcos was approximately $1,509.4 million, subject to customary adjustments for working capital, employee liabilities and certain other amounts. These amounts included a $75.0 million Dow Seller Note (the “Seller Note”) which is discussed further in Note K. Subsequent to the closing of the acquisition, the Company paid $55.8 million in closing date working capital adjustments.

Trinseo accounted for the acquisition under the purchase method of accounting in accordance with the applicable authoritative guidance for Business Combinations, whereby the purchase price paid was allocated to the acquired assets and liabilities at fair value.

F-61

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

The allocation of the purchase price is as follows:

	As of June 17, 2010		Adjustments			As of March 31, 2011
Cash	$	54,468	$	—		$	54,468
Accounts receivable		724,559		—			724,559
Inventory		489,725		—			489,725
Property, plant and equipment		594,600		—			594,600
Intangible assets		190,000		—			190,000
Equity investments		67,000		—			67,000
Deferred income taxes		3,601		3,633			7,234
Other assets		14,214		—			14,214
Total Identifiable Assets		2,138,167		3,633			2,141,800
Accounts payable		524,901		—			524,901
Accrued liabilities		21,328		—			21,328
Income tax payable		8,535		—			8,535
Other long-term liabilities		1,638		—			1,638
Pension and other postretirement benefits		109,508		—			109,508
Total Identifiable Liabilities		665,910		—			665,910
Net Identifiable Assets Acquired		1,472,257		3,633			1,475,890
Goodwill		37,184		(3,633	)		33,551
Net Assets Acquired	$	1,509,441	$	—		$	1,509,441

The above estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the Styron Acquisition Date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values. The purchase price allocation is substantially complete, however, the quantification of certain tax indemnifications and tax balances are preliminary and are subject to change. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the Styron Acquisition Date.

The fair values of the intangible assets were estimated using an income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The fair value of real properties acquired was based on the consideration of their highest and best use in the market. The fair values of property, plant, and equipment, other than real properties that include leasehold improvements acquired, were based on the assumption that unless otherwise identified, will continue to be used “as is” and as part of the ongoing business.

F-62

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

The $33.6 million of goodwill was allocated to reporting units in each of our reportable segments including $12.5 million to SB Latex, $8.6 million to Synthetic Rubber, $4.9 million to Engineered Polymers, and $7.6 million to Styrenics. The goodwill recognized is attributable primarily to our assembled workforce. For tax purposes, there is approximately $137.2 million of deductible goodwill.

The following unaudited supplemental pro forma information presents the financial results as if the acquisition of Styron had occurred on January 1, 2010. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2010, nor is it indicative of any future results.

	Three months ended March 31, 2010
Revenue	$	1,131,123
Net income	$	21,079

Divestiture

In December of 2010, the Company sold certain assets relating to its Styrenics Brazilian operations for approximately $12.5 million in total proceeds. Due to the pre-existing economic sharing arrangements with our Brazilian partner for these operations, we are liable to pay 50% of any proceeds to our partner and, accordingly, we established an offsetting $6.25 million liability. These amounts were paid in January of 2011. There was no significant gain or loss on the sale.

NOTE E—INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Trinseo’s investments in unconsolidated affiliates accounted for by the equity method were $124.7 million and $128.8 million at March 31, 2011 and December 31, 2010, respectively.

In September 2010, Trinseo purchased a 50% share of Sumika Styron (formerly Sumitomo Dow Limited) for $47.8 million. At March 31, 2011, and December 31, 2010, respectively, Trinseo’s investment was approximately $20.1 million and $19.0 greater than Trinseo’s proportionate share of Sumika Styron’s underlying net assets. This amount represents the fair value of certain identifiable assets which have not been recorded on the historical financials of Sumika Styron. This difference is being amortized over the estimated remaining useful lives of the assets to which it is attributed.

At March 31, 2011 and December 31, 2010, respectively, the investment in AmSty (a polystyrene joint venture with Chevron Phillips Chemical Company LP) was $186.6 million and $201.2 million less than Trinseo’s proportionate share of AmSty’s underlying net assets. This amount represents the difference between the book value of assets contributed to the joint venture at the time of formation (May 1, 2008) and Trinseo’s 50% share of the total recorded value of the joint venture’s assets. This difference is being amortized over the remaining useful lives of the contributed assets.

F-63

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

The Company provides a $40.0 million revolving loan facility to AmSty, which was assigned as part of the Styron Acquisition. The facility will terminate in August 2011. Borrowing capacity is limited to the difference between the accounts payable due to the 50% equity partner and the Company. There were no outstanding borrowings at December 31, 2010 or March 31, 2011.

Subsequent to December 31, 2010, Sumika Styron declared a dividend of approximately $17.2 million payable to shareholders on March 31, 2011. As a 50% equity holder, the Company received $7.2 million in dividends, net of withholding taxes, during the three months ended March 31, 2011. Dividends received from the unconsolidated affiliates were $7.8 million for the three months ended March 31, 2010. Equity in earnings from unconsolidated affiliates was $4.5 million for the three months ended March 31, 2011 as compared to equity in losses from unconsolidated affiliates of $3.1 million for the three months ended March 31, 2010.

Both of the unconsolidated affiliates are privately held companies, therefore, quoted market prices for their stock are not available.

The summarized financial information of the Company’s unconsolidated affiliates is shown below:

Summarized Balance Sheet Information	December 31, 2010			March 31, 2011
Current assets	$	552,675		$	568,285
Noncurrent assets		428,044			421,874
Total assets		980,719			990,159
Current liabilities		285,522			333,950
Noncurrent liabilities		74,798			73,910
Total liabilities	$	360,320		$	407,860
	Predecessor			Successor
Summarized Income Statement Information	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Sales	$	424,476		$	474,250
Gross profit	$	7,424		$	(4,748	)
Net loss	$	(14,910	)	$	(19,641	)

During the Predecessor period, Dow had service agreements with these entities, including contracts to manage the operations of manufacturing sites and the construction of new facilities; licensing and technology agreements; and marketing, sales, purchase and lease agreements. These agreements were not acquired by the Company in relation to the Styron Acquisition.

F-64

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

NOTE F—COMPREHENSIVE INCOME

The following is the reconciliation of net income (loss) to comprehensive income for the three months ended March 31, 2011 and March 31, 2010:

	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Net income (loss)	$	48,644		$	(9,342	)
Currency translation adjustment, net		(14,608	)		64,690
Employee benefits adjustment, net		—			78
Comprehensive income	$	34,036		$	55,426

NOTE G—ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	December 31, 2010			March 31, 2011
Trade receivables	$	694,346		$	827,395
Notes receivable		44,703			38,349
Non-income tax receivables		86,293			99,358
Other receivables		34,149			37,930
Less: allowance for doubtful accounts		(4,326	)		(4,484	)
	$	855,165		$	998,548

The allowance for doubtful accounts was approximately $4.5 million and $4.3 million at March 31, 2011 and December 31, 2010, respectively. The Company recognized expense to increase the allowance for doubtful accounts of $0.2 million and $0.1 million in the three months ended March 31, 2011 and 2010, respectively.

NOTE H— INVENTORIES

Inventories consisted of the following:

	December 31, 2010		March 31, 2011
Finished Goods	$	297,830	$	362,807
Work in Process		139,234		151,167
Raw Materials		81,797		53,161
Supplies		31,476		33,546
Total Inventories	$	550,337	$	600,681

F-65

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

NOTE I—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	Estimated Useful Lives (Years)		December 31, 2010			March 31, 2011
Land		Not applicable	$	56,156		$	58,291
Land and waterway improvements		1-20		12,660			13,462
Buildings		2-40		45,564			49,602
Machinery and equipment		1-20		446,765			467,593
Utility and supply lines		1-10		5,217			5,489
Leasehold interests		1-45		49,983			51,575
Other property		1-8		2,367			2,623
Construction in process		Not applicable		21,073			21,291
Total				639,785			669,926
Less: accumulated depreciation				(52,116	)		(78,836	)
Property and equipment, net			$	587,669		$	591,090

	Predecessor		Successor
	Three Months Ended March 31, 2010		Three Months Ended March 31, 2011
Depreciation expense	$	25,275	$	25,217
Capitalized interest	$	142	$	152

NOTE J—GOODWILL AND INTANGIBLE ASSETS

The following table shows changes in the carrying amount of goodwill for the period from December 31, 2010 to March 31, 2011 by reportable segment:

	Emulsion Polymers						Plastics						Total
	SB Latex			Synthetic Rubber			Styrenics			Engineered Polymers
At December 31, 2010	$	15,050		$	10,308		$	9,160		$	5,844		$	40,362
Purchase accounting adjustment		(1,355	)		(928	)		(824	)		(526	)		(3,633	)
Cumulative translation adjustment		714			489			435			278			1,916
At March 31, 2011	$	14,409		$	9,869		$	8,771		$	5,596		$	38,645

Other Intangible Assets

The following table provides information regarding the Company’s other intangible assets:

	Useful Life		December 31, 2010							March 31, 2011
			Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Developed technology		15	$	206,243	$	(7,450	)	$	198,793	$	218,851	$	(11,554	)	$	207,297

F-66

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Amortization expense totaled $3.5 million and $1.1 million for the three months ended March 31, 2011 and 2010, respectively. The useful life of the intangible assets is fifteen years.

Estimated Amortization Expense for the Next Five Years
2011 (nine months)	$	10,943
2012	$	14,590
2013	$	14,590
2014	$	14,590
2015	$	14,590

NOTE K—DEBT

	December 31, 2010			March 31, 2011
Term loan	$	765,211		$	1,395,630
Revolving facility		130,000			75,000
Seller term loan		75,000			—
Accounts receivable securitization		83,410			87,408
Total debt		1,053,621			1,558,038
Less: current portion		(99,410	)		(101,408	)
Total long-term debt	$	954,211		$	1,456,630

Senior Secured Credit Facility

In June 2010, the Company entered into a credit agreement (the “Senior Secured Credit Facility”) with a lender for (i) an $800.0 million senior secured term loan (the “Term Loan”) and a (ii) $240.0 million revolver (the “Revolver”). The proceeds of these borrowings were used to finance, in part, the Styron Acquisition and pay transaction fees and expenses related to the Styron Acquisition. The borrowing rate is equal to LIBOR (subject to floors of 1.75% for the Revolving Facility and 1.5% for the Term Loan) or the U.S. prime lending rate (subject to a floor of 2.5%), plus respective applicable margin rates. The applicable margin rates are determined by the leverage ratio in effect on the first day of each interest period. The applicable margin rate is determined by the leverage ratio in effect on the first day of each interest period. As part of the terms of the $240.0 million Revolver, the Company has access to a swing line loan, not to exceed the lesser of $10.0 million or the aggregate amount of the revolver credit commitment, as well as letters of credit not to exceed the lesser of $125.0 million or the aggregate amount of the revolver credit commitment.

On February 2, 2011, the Senior Secured Credit Facility was amended to increase the available incremental borrowings under the Term Loan from $780.0 million to $1.6 billion. Pursuant to the amendment, we borrowed an aggregate principal amount of $1.4 billion (the “New Term Loan”), the proceeds of which were used to repay the Term Loan and related accrued interest, repay a term loan that was issued by Dow at the time of the Acquisition and related accrued interest, make a distribution to the stockholders of the Parent, and provide general corporate funds. The amendment increased the maximum leverage ratio to no greater than 4.50 to 1 from 3.90 to 1and maintained the interest coverage ratio at no less than 2.25 to 1 for the most recent twelve-month period. Principal payments for the New Term Loan are due in equal quarterly installments of 0.25% of the $1.4 billion aggregate principal amount. The New

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Term Loan matures in August 2017. At March 31, 2011 and December 31, 2010 there were $1,396.5 million and $780.0 million in outstanding borrowings under the New Term Loan and Term Loan, respectively.

Principal payments under the Revolver are due in aggregate on the outstanding balance on the Revolver maturity date of June 17, 2015. At March 31, 2011 and December 31, 2010 there were $75.0 million and $130.0 million in outstanding borrowings and $18.7 million and $18.5 million in outstanding letters of credit on the Revolver, respectively. All obligations under the Term Loan and the Revolver are guaranteed and collateralized by substantially all the tangible and intangible assets of the Company and its subsidiaries.

Interest incurred on the Term Loan and New Term Loan, collectively, and the Revolver during the Successor period ended March 31, 2011 was $18.7 million and $2.2 million, respectively. Cash paid relating to interest on the Term Loan and New Term Loan, collectively, and Revolver for the period ended March 31, 2011 was $16.5 million and $2.4 million, respectively.

As of March 31, 2011, the Company was in compliance with all debt covenants.

Fees and costs incurred in connection with the Company’s borrowings are capitalized and included in Deferred charges and other assets on the March 31, 2011 and December 31, 2010 consolidated balance sheets. Debt issuance costs and debt discounts are amortized to interest expense over the term of the respective loan agreements using the effective interest method. The Revolver and accounts receivable securitization debt issuance costs are being amortized using a straight-line method. As of March 31, 2011, debt issuance costs totaled $39.8 million. The Company recorded amortization expense of $1.9 million and $0.3 million relating to debt issuance costs and debt discounts, respectively, for the period ended March 31, 2011. Debt discount was $0.9 million and $14.8 million as of March 31, 2011 and December 31, 2010, respectively, and is netted against short-term and long-term debt in the consolidated balance sheet. Both the amortization of debt issuance costs and debt discounts are included in interest expense in the consolidated statement of operations.

The Company incurred a total of $26.7 million in debt issuance costs related to the amendment, of which $18.9 million is associated with the New Term Loan and $7.8 million represent fees paid to lenders to repay the Term Loan prior to maturity. As a result of repaying the Term Loan, $749.0 million of the Term Loan was determined to be extinguished and $31.0 million was determined to be modified. The Company capitalized $18.7 million of the debt issuance costs associated with the New Term Loan and will amortize into interest expense using the effective interest rate method, with the remaining $0.2 million of third-party fees associated with the modified portion of the Term Loan being expensed as incurred. Of the $7.8 million in fees paid to lenders associated with the Term Loan, $7.5 million was expensed as incurred, with the remaining $0.3 million associated with the modified portion of the Term Loan and, along with the existing unamortized discount attributed to the modified Term Loan, amortized into interest expense over the remaining term of the modified Term Loan using the effective interest method. As a result of the extinguishment of $749.0 million of the Term Loan, the Company recorded a loss on extinguishment of $55.7 million during the first quarter of 2011, which is comprised of $7.5 million in fees paid to the lenders, $0.2 million in third-party fees associated

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

with the modified Term Loan, and the remainder attributable to the write-off of existing unamortized debt issuance costs and original issue discount attributed to the $749.0 million in Term Loans extinguished, totaling $34.0 million and $14.0 million, respectively.

Annual maturities of long-term debt on the New Term Loan are as follows over the next five years and thereafter:

Year	Annual Maturity
2011 (nine months)	$	10,500
2012		14,000
2013		14,000
2014		14,000
2015		14,000
Thereafter		1,330,000
Total	$	1,396,500

Interest Rate Cap Agreement

The Amended Senior Secured Credit Facility requires that the Company maintain interest cap agreements having a term of at least three years for an aggregate notional principal amount equal to at least 35% of the aggregate principal amount of all term loans then outstanding.

The Company uses interest rate cap agreements to protect cash flows from fluctuations caused by volatility in interest rates. At March 31, 2011, the Company had three outstanding interest rate caps with an aggregate notional amount of $490 million, representing 35% of the $1.4 billion in term loan borrowing under the Amended Senior Secured Credit Facility. At December 31, 2010, the Company had two outstanding interest rate caps with an aggregate notional amount of $400 million.

The Company’s interest rate risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in interest rates of the Company’s borrowings and to manage the interest rate sensitivity of its debt. At March 31, 2011 and December 31, 2010, the non-current asset associated with interest rate cap agreements was recorded at fair value on the balance sheet in Deferred charges and other assets. The Company does not account for the interest rate cap agreements as hedges. As such, changes in the fair value of underlying derivative instruments are recognized in interest expense, net.

At March 31, 2011 and December 31, 2010, the interest rate caps had a fair value of approximately $1.1 million and $0.9 million, respectively. For the period ended March 31, 2011 the Company recognized a loss of approximately $0.1 million, which is reflected in interest expense.

Accounts Receivable Securitization

In August, 2010, a VIE in which the Company is the primary beneficiary, Styron Receivable Funding Ltd. (“SRF”), executed an agreement with a bank for an accounts receivable securitization facility. The facility permits borrowings by one of the Company’s subsidiaries,

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Styron Europe GmbH (“SE”), up to a total of $160.0 million. Under the receivables facility, SE will sell their accounts receivable from time to time to SRF. In turn, SRF may sell undivided ownership interests in such receivables to commercial paper conduits in exchange for cash. The Company has agreed to continue servicing the receivables for SRF. Upon the sale of the interests in the accounts receivable by SRF, the conduits have a first priority perfected security interest in such receivables and, as a result, the receivables will not be available to the creditors of the Company or its other subsidiaries. At March 31, 2011 and December 31, 2010, there was approximately $106.6 million and $94.3 million, respectively, of accounts receivable available to support this facility, based on our pool of eligible accounts receivable. There were approximately $87.4 million and $83.4 million in outstanding borrowings, which are included in short-term borrowings, in the consolidated balance sheet at March 31, 2011 and December 31, 2010, respectively. Interest incurred on the accounts receivable securitization facility through the period ended March 31, 2011 was $1.1 million. The Company recorded $0.4 million in amortization of debt issuance costs related to the accounts receivable securitization through the period ended March 31, 2011.

In May 2011, the accounts receivable securitization facility was amended to allow for the expansion of the pool of eligible accounts receivable to include a previously excluded German subsidiary.

Seller Term Loan

On June 17, 2010, the Company entered into a $75.0 million term loan with Dow (the “Seller Term Loan”) which was effectively used to finance the Styron Acquisition. On February 3, 2011, the Company repaid the Seller Term Loan in full and the related accrued interest of approximately $4.5 million.

NOTE L—SHAREHOLDER’S EQUITY

On June 17, 2010, the Parent contributed capital of $650.0 million in exchange for 71,736,950 shares of our common stock.

On February 3, 2011, $471.4 million of the net cash proceeds from the New Term Loan under the amended Senior Secured Credit Facility were used to pay a distribution to the stockholders of the Parent. The distribution coincided with the redemption and subsequent cancellation of 11,908,333 shares of our common stock. The amended Senior Secured Credit Facility places certain restrictions on the payment of future dividends and other distributions to stockholders.

NOTE M—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date.

Level 1 - Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Level 2 - Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

The following tables summarize the bases used to measure certain assets and liabilities at fair value on a recurring basis in the balance sheet at March 31, 2011 and December 31, 2010, respectively:

	March 31, 2011
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets at Fair Value
Interest rate cap agreements		—	$	1,089		—	$	1,089
Total assets at fair value		—	$	1,089		—	$	1,089
	December 31, 2010
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 2)		Total
Assets at Fair Value
Interest rate cap agreements		—	$	892		—	$	892
Total assets at fair value		—	$	892		—	$	892

NOTE N—INCOME TAXES

The Company recorded tax provisions for the three months ended March 31, 2011 and 2010 of $11.9 million and $34.9 million, respectively.

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

The effective tax rate on pre-tax income differs from the U.S. statutory rate due to the following:

	Predecessor			Successor
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2011
Taxes at US statutory rate		29,253			907
Non US statutory rates including credits		(3,080	)		(11,053	)
Refinancing related expenses		—			7,396
Equity in earnings effect		(559	)		—
Tax effect of foreign earnings and dividends		2,856			279
Stock-based compensation		—			4,710
Withholding taxes on interest and royalties		—			2,226
Change in valuation allowances		5,764			549
Uncertain tax positions		—			1,800
Non-deductable expense		—			4,775
Other-net		702			345
Total tax provision		34,936			11,934
Effective tax rate		42	%		461	%

NOTE O—NET LOSS PER SHARE

The following summarizes net loss per share for the three months ended March 31, 2011 (in thousands, except per share data):

Net loss	$	(9,342	)
Weighted-average shares outstanding, basic and diluted		64,327
Net loss per share, basic and diluted	$	(0.15	)

The Company does not have any potentially dilutive instruments.

NOTE P—COMMITMENTS AND CONTINGENCIES

Leased Property

The Company routinely leases premises for use as sales and administrative offices, warehouses and tanks for product storage, motor vehicles, railcars, computers, office machines, and equipment under operating leases. Rental expense was $3.5 million during the Successor period ended March 31, 2011 and $1.7 million during the Predecessor period ended March 31, 2010.

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Environmental Matters

Accruals for environmental-matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law, existing technologies and other information. At March 31, 2011 and December 31, 2010, the Company had no accrued obligations for environmental remediation and restoration costs. Pursuant to the terms of the Styron sales and purchase agreement, the pre-closing environmental conditions were retained by Dow and the Company has been indemnified by Dow from and against all environmental liabilities incurred or relating to the Predecessor periods. There are several properties which the Company now owns on which Dow has been conducting remediation to address historical contamination. Those properties include Allyn’s Point, Connecticut, Dalton, Georgia, Livorno, Italy and Guaraja, Brazil. There are other properties with historical contamination that are owned by Dow that the Company leases for its operations, including its facility in Midland, Michigan. No environmental claims have been asserted or threatened against the Company, and the Company is not a potentially responsible party at any Superfund Sites. Further, amounts which were included in Predecessor periods relate to liabilities where Dow or Dow’s affiliates have been named in an order or agreement or are liable for certain remediation liabilities. As Trinseo has not been named as a liable or potentially liable party at any environmental remediation site or Superfund site, nor has any legal liability been incurred, no amounts were included as part of the opening balance sheet of the Company.

Inherent uncertainties exist in Trinseo’s potential environmental liabilities primarily due to unknown conditions whether future claims may fall outside the scope of the indemnity, changing governmental regulations and legal standards regarding liability, and evolving technologies for handling site remediation and restoration. It is the opinion of management in connection with our existing indemnification that the possibility is remote that environmental remediation costs will have a material adverse impact on the consolidated financial statements.

There were no amounts charged to the income on a pretax basis related to environmental remediation for the Successor period ended March 31, 2011. There was $2.6 million for the Predecessor period ended March 31, 2010.

Purchase Commitments

Trinseo has certain raw material purchase contracts where it is required to purchase certain minimum volumes at current market prices. These commitments range from 1 to 10 years.

In certain raw material purchase contracts, the Company has the right to purchase less than the required minimums and pay a liquidated damages fee, or, in case of a permanent plant shutdown, to terminate the contracts. In such cases, these obligations would be less than the obligations shown in the table above.

The Company has service agreements with Dow and Bain Capital, some of which contain fixed annual fees. See Note T for further discussion.

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Litigation Matters

From time to time the Company may be subject to various legal claims and proceedings incidental to the normal conduct of business, relating to such matters as product liability, antitrust/competition, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these routine claims, management does not believe that the ultimate resolution of these claims will have a material adverse effect on the Company’s results of operations, financial condition or cash flow.

Legal costs, including those legal costs expected to be incurred in connection with a loss contingency, are expensed as incurred.

In 2003, the U.S., Canadian and European competition authorities initiated separate investigations into alleged anticompetitive behavior by certain participants in the synthetic rubber industry, which the Business operates in. Dow has responded to requests for documents and is otherwise cooperating in the investigations. On June 10, 2005, Dow received a Statement of Objections from the European Commission (the “EC”) stating that it believed that Dow, together with other participants in the synthetic rubber industry, engaged in conduct in violation of European competition laws with respect to the butadiene rubber and emulsion styrene butadiene rubber businesses. In connection therewith, on November 29, 2006, the EC issued its decision alleging infringement of Article 81 of the Treaty of Rome and imposed a fine of € 64.6 million on Dow; several other companies were also named and fined. Dow has appealed the EC’s decision. On October 13, 2009, the Court of First Instance held a hearing on the appeal of all parties.

The liability from this action was allocated, for accounting purposes, to the Styron business by Dow in the preparation of our Predecessor period financial statements. Any potential liability related to this action is retained by Dow and is only presented in the Predecessor financial statements. There were no amounts accrued for this liability as of December 31, 2010 or March 31, 2011.

NOTE Q—PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Defined Benefit Pension and Other Postretirement Plans

The following table shows the components of the net period pension cost for the first fiscal quarter of 2011 for the Company’s defined benefit pension plans and other postretirement benefit plans:

	Defined Benefit Pension Plans			Other Postretirement Benefits
Net service cost	$	2,209		$	115
Interest cost		1,379			96
Expected return on assets		(380	)		—
Amortization of gains		(32	)		(1	)
Net periodic benefit cost	$	3,176		$	210

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Successor Period

A majority of Trinseo employees, who were previously employees of Dow, are participants in various defined benefit pension and other postretirement plans which are administered and sponsored by either Dow or Trinseo. Trinseo is in the process of separately establishing its own plans in certain territories. Plans originally established in Germany and Japan have already been legally separated into Trinseo’s own administered and sponsored plans. The remainder of territories not separately established on an independent Trinseo plan are expected to be legally separated by 2012. Trinseo employees, who were not previously associated with the acquired pension and postretirement plans, are generally not eligible for enrollment in these plans. Pension benefits are typically based on length of service and the employee’s final average compensation.

The Company provides certain health care and life insurance benefits to retired employees. The Company’s plans outside of the United States are not significant; therefore, this discussion relates to the U.S. plans only. The plans provide health care benefits, including hospital, physicians’ services, drug and major medical expense coverage, and life insurance benefits. In general, for employees hired by Dow before January 1, 1993, the plans provide benefits supplemental to Medicare when retirees are eligible for these benefits. The Company and the retiree share the cost of these benefits, with the Company portion increasing as the retiree has increased years of credited service, although there is a cap on the Company portion. The Company has the ability to change these benefits at any time. Employees hired after January 1, 2008 are not covered under the plans. The pension and other postretirement plan expense was $3.4 million for the three months ended March 31, 2011.

Predecessor Periods

A majority of the Styron business’s employees were participants in various defined benefit pension and other postretirement plans administered and sponsored by Dow. Pension benefits are based on length of service and the employee’s final average compensation. The other postretirement plans provide certain health care and life insurance benefits to retired employees.

The financial statements reflect the plans on a multi-employer basis in accordance with the authoritative guidance on accounting for multi-employer plans. The pension and other postretirement benefit obligations and service costs of Dow’s plans were determined based on actuarial valuations of individual participant data. Other costs were allocated based on the employee’s proportionate share of the pension obligations for the respective Dow plans they participated in. The pension and other postretirement plan expense for the participating Trinseo employees was $3.4 million for the three months ended March 31, 2010.

Defined Contribution Plans

Successor Period

The Company also offers defined contribution plans to eligible employees in the U.S. and in other countries, including Australia, Brazil, Hong Kong, Switzerland, Taiwan and the United Kingdom. The defined contribution plans are comprised of a non-discretionary elective

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

matching contribution component as well as a discretionary non-elective contribution component. Employees participate in the non-discretionary component by contributing a portion of their eligible compensation to the plan, which is partially matched by the Company. Non-elective contributions are made at the discretion of the Company and are based on a combination of eligible employee compensation and performance award targets. During the three months ended March 31, 2011, the Company contributed $2.8 million to the defined contribution plans.

Predecessor Period

Dow offered defined contribution plans (Employee Savings Plans) to eligible employees in the U.S. whereby employees participate by contributing a portion of their compensation, which is partially matched by the Company. Defined contribution plans also cover certain employees in other countries, including Australia, Brazil, Hong Kong, Switzerland, Taiwan and the United Kingdom. Contributions were allocated to the Styron business based on headcount for all defined contribution plans in which Styron employees participated in. Allocated contributions totaled $1.0 million for the three months ended March 31, 2010.

NOTE R—STOCK BASED COMPENSATION

Stockholder distribution and share redemption

On February 3, 2011, the Company used a portion of the proceeds from the Term Loan refinancing to pay a distribution to the stockholders of the Parent, including Bain Capital, Dow and certain executives, through a redemption of certain classes of our Parent’s shares. The shares redeemed included a portion of the outstanding un-vested service-based and performance-based restricted stock awards as well as a portion of the issued and outstanding restricted stock. As a result of the share redemption, the Company recorded a one-time stock-based compensation charge of $11.1 million in the first quarter of 2011 reflecting the settlement of previously unvested service-based and performance-based restricted stock awards redeemed.

The Company grants stock-based compensation to certain key members of management under the Executive Subscription and Securityholder’s Agreements, which includes service-based and performance-based restricted stock awards. On January 14, 2011, the Company granted 9,829 and 9,830 shares of service-based and performance-based restricted stock awards, respectively. On February 2, 2011, the Company granted 16,214 and 11,371 shares of service-based and performance-based restricted stock awards, respectively.

A summary of our service-based restricted stock awards activity during the first quarter of 2011 is as follows:

Service-based restricted stock	Shares		Weighted- Average Grant Date Fair Value
Unvested, December 31, 2010		165,218	$	169.52
Granted		26,043		413.22
Vested		—		—
Redeemed		29,175		185.08
Unvested, March 31, 2011		162,086	$	205.87

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

Total compensation expense for service-based restricted stock awards was $3.3 million for the first quarter of 2011. As of March 31, 2011, there was $25.8 million of total unrecognized compensation cost related to service-based restricted stock awards. That cost is expected to be recognized over a weighted-average period of 4.2 years.

The fair values of performance-based restricted stock awards were estimated on the date of grant using valuation methods consistent with all previously granted performance-based restricted stock awards, updated for any changes in the assumptions used in the valuation. The following are the weighted average assumptions used for grants during the first quarter of 2011:

Dividend yield	—
Expected volatility	66.91	%
Risk-free interest rate	0.95	%
Expected term (in years)	2.59

A summary of our performance-based restricted stock award activity during the first quarter of 2011 is as follows:

Performance-based restricted stock	Shares		Weighted- Average Grant Date Fair Value
Unvested, December 31, 2010		112,933	$	89.23
Granted		21,201		292.61
Vested		—		—
Redeemed		20,460		106.49
Unvested, March 31, 2011		113,674	$	124.05

With the exception of compensation expense recorded on the redemption of performance-based restricted stock awards part of the shareholder distribution and share redemption, the Company has not recorded compensation expense related to performance-based restricted stock awards as the likelihood of achieving the performance condition was not deemed to be probable as of March 31, 2011. Should this determination change in the future, compensation expense will be recognized over any remaining service period at that time. As of March 31, 2011, there was $14.1 million of total unrecognized compensation cost related to performance-based restricted stock awards.

For certain employees, a portion or all of this distribution attributable to un-vested serviced-based and performance-based restricted awards was withheld and put in escrow, to be paid out two years from the date of redemption, subject to the participant’s continued employment with the Company. The amounts held in escrow vest ratably over the period of time from the employee’s hire date through two years from the date of the redemption. At the date of the redemption, a liability was recorded to reflect the amount held in escrow each employee had already vested in as of the date of the redemption. Compensation expense on the un-vested amount of the distribution withheld in escrow will be recognized ratably over the remaining 2 year service period from the time of the redemption. As of March 31, 2011, there was $2.7 million of total unrecognized compensation cost related to these liability awards. That cost is expected to be recognized over a weighted-average period of 1.8 years

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

The amount of stock-based compensation expense recognized in SG&A in the quarter ended March 31, 2011 was as follows:

	Three months ended March 31, 2011
Service-based restricted stock	$	3,317
Liability awards		203
Share redemption		11,089
Total stock-based compensation in SG&A	$	14,609

Predecessor Period

The Company grants stock-based compensation to employees under the Employees’ Stock Purchase Plan (“ESPP”) and the 1988 Award and Option Plan (the “1988 Plan”) and to non-employee directors under the 2003 Non-Employee Directors’ Stock Incentive Plan.

During the first quarter of 2010, employees subscribed to the right to purchase 457,801 shares with a weighted-average exercise price of $18.09 per share and a weighted-average fair value of $11.91 per share under the ESPP.

During the first quarter of 2010, the Company granted the following stock-based compensation awards to employees under the 1988 Plan:

• 87,300 stock options with a weighted-average exercise price of $27.79 per share and a weighted-average fair value of $9.17 per share;

• 86,790 shares of deferred stock with a weighted-average fair value of $27.79 per share; and

• 4,100 shares of performance deferred stock with a weighted-average fair value of $27.79 per share.

Total unrecognized compensation cost at March 31, 2010, including unrecognized cost related to the first quarter of 2010 activity, is provided in the following table:

	Unrecognized Compensation Cost		Weighted-average Recognition Period
Unvested stock options	$	1,061	0.93 year
Deferred stock awards	$	3,516	1.03 year
Performance deferred stock awards	$	260	0.61 year
ESPP	$	2,761	7.5 months

NOTE S—SEGMENTS

The Company operates four segments under two principal business units. The Emulsion Polymers business unit includes a Styrene-Butadiene (“SB”) Latex segment and a Synthetic Rubber segment. The Plastics business unit includes a Styrenics segment and an Engineered Polymers segment.

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TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

The SB Latex segment produces SB latex primarily for coated paper and packaging board, carpet and artificial turf backings, as well as a number of performance latex applications. The Synthetic Rubber segment produces synthetic rubber products used predominantly in tires, with additional applications in polymer modification and technical rubber goods, including conveyer and fan belts, hoses, seals and gaskets. The Styrenics and Engineered Polymers business segments offer complementary plastics products with formulations developed for durable applications, such as consumer electronics, automotive and construction. Through these two segments, the Company provides a broad set of plastics product solutions to its customers.

Corporate includes certain corporate overhead costs, acquisition-related expense, loss on extinguishment of long term debt, and certain other income and expenses.

	Successor Period
	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics			Engineered Polymers		Corporate Unallocated			Total
Three months ending March 31, 2011
Sales to external customers	$	430,506	$	183,117	$	612,744		$	311,232	$	—		$	1,537,599
Equity in earnings of unconsolidated affiliates	$	—	$	—	$	3,895		$	583	$	—		$	4,478
EBITDA(1)	$	31,791	$	46,403	$	78,213		$	15,729	$	(114,745	)	$	57,391
Investment in unconsolidated affiliates	$	—	$	—	$	84,105		$	40,634	$	—		$	124,739
Depreciation and amortization	$	11,270	$	4,401	$	9,953		$	2,869	$	—		$	28,493
	Predecessor Period
	Emulsion Polymers				Plastics
	SB Latex		Synthetic Rubber		Styrenics			Engineered Polymers		Corporate Unallocated			Total
Three months ending March 31, 2010
Sales to external customers	$	327,160	$	125,411	$	402,017		$	217,035	$	—		$	1,071,623
Equity in earnings (losses) of unconsolidated affiliates	$	—	$	—	$	(4,211	)	$	1,115	$	—		$	(3,096	)
EBITDA(1)	$	40,169	$	29,367	$	9,770		$	39,111	$	(8,500	)	$	109,917
Investment in unconsolidated affiliates	$	—	$	—	$	153,693		$	24,435	$	—		$	178,128
Depreciation and amortization	$	9,780	$	5,308	$	8,319		$	2,930	$	—		$	26,337

(1) Reconciliation of net income (loss) to EBITDA is as follows:

	Predecessor		Successor
	Three months ended March 31, 2010		Three months ended March 31, 2011
EBITDA	$	109,917	$	57,391
Interest expense, net		—		26,306
Income taxes		34,936		11,934
Depreciation and amortization		26,337		28,493
Net income (loss)	$	48,644	$	(9,342	)

F-79

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

NOTE T—RELATED PARTY AND DOW TRANSACTIONS

The combined financial statements include significant transactions with Dow involving services (such as cash management, other financial services, purchasing, legal and information technology) that were provided to the Company by centralized Dow operations. For periods prior to the Styron Acquisition, the costs of services have been directly charged or allocated to the Company by Dow using methods management believes are reasonable. These methods include negotiated usage rates, dedicated asset assignment and proportionate corporate formulas involving assets, revenues and employees. Such charges and allocations are not necessarily indicative of what would have been incurred if the Company had been a separate entity.

Subsequent to the Styron Acquisition, these arrangements between the Company and Dow are being provided under service agreements or other long-term agreements.

In conjunction with the Styron Acquisition, the Company entered into certain agreements with Dow, including the one-year TSA and the five-year MOSA. These agreements provide for ongoing services from Dow in areas such as information technology, human resources, finance, environmental health and safety, training, supply chain and purchasing. The agreements expire at various times ranging from six months to five years subsequent to the Styron Acquisition Date. Although the term of the MOSA is five years, the Company has the option to terminate substantially all of the services provided under this arrangement after one year from the Styron Acquisition Date, or June 17, 2011. The Company’s contractual commitments for these services will terminate upon 180 days after the appropriate notice. The estimated minimum contractual obligations under the MOSA are $100.1 million as of March 31, 2011 and $133.5 million as of December 31, 2010. In addition, the Company entered into certain Site and Operating Service Agreements. Under the Site Services agreement, Dow provides the Company utilities and other site services for Company-owned plants. Under the Operating Services agreements the Company provides services to Dow and receives payments for the operation of a Dow-owned plant. These agreements generally have 25-year terms, with automatic renewals for five-year terms unless one party gives notice at least 18 months prior to the end of the period. The Company has the option to terminate these agreements subject to certain ongoing capital costs for each site agreement. The Company’s contractual commitments for these site services would generally be for a period of 45 to 60 months upon appropriate notice of termination of each site service agreement. For the period ended March 31, 2011, the Company incurred a total of $95.8 million in expenses under these agreements, including $60.5 million for both the variable and fixed cost components of the Site Service Agreements and $35.3 million covering all other agreements.

In connection with the Acquisition and the execution of the Purchase Agreement, on June 17, 2010, the Styron Holdcos entered into a latex joint venture option agreement (the “Latex JV Option Agreement”) with Dow, pursuant to which the Styron Holdcos granted Dow an irrevocable option to purchase 50% of the issued and outstanding interests in a joint venture

F-80

TRINSEO S.A.

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

(dollars in thousands, unless otherwise stated)

(unaudited)

to be formed by Dow and the Styron Holdcos with respect to the SB Latex business in Asia, Latin America, the Middle East, Africa, Eastern Europe, Russian and India (the “Emerging Markets SB Latex Business”), at a purchase price equal to the fair value attributable to the Emerging Markets SB Latex Business as defined in the Latex JV Option Agreement. The option is exercisable by Dow at any time after the first anniversary of the Latex JV Option Agreement and prior to the earlier to occur of (i) the fifth anniversary of the Latex JV Option Agreement and (ii) the date of the closing of an underwritten initial public offering of the equity interests of the Company; provided, that Dow will not have the right to exercise the option after the 45th day following the date on which the Styron Holdcos provide written notice to Dow that it has filed a registration statement with the SEC relating to this underwritten initial public offering, subject to the completion of the underwritten initial public offering within 180 days of the delivery of this written notice. If Dow exercises its option, Dow and the Styron Holdcos must (i) form the joint venture, (ii) enter into a joint venture formation agreement pursuant to which all of the assets of the Emerging Markets SB Latex Business shall be contributed to the joint venture, (iii) enter into a shareholders’ agreement with respect to the governance of the joint venture and (iv) enter into customary ancillary agreement with respect to the joint venture and the transfer of the interests in the joint venture to Dow.

Bain Capital provides management services to the Company pursuant to an advisory agreement with a fee of $1.0 million payable per quarter. Bain Capital also provides advice pursuant to a transaction services agreement, with fees payable as a percentage of the transaction value of each financing, acquisition, or similar transaction. Both agreements have a 10-year initial term. Total expenses to Bain Capital for these management and transaction advisory services, including fees related to the Styron acquisition and the Company’s financing arrangements, were $1.3 million and $6.2 million, respectively, for the period ended March 31, 2011.

F-81

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Members of

Americas Styrenics LLC

The Woodlands, Texas

We have audited the accompanying consolidated balance sheets of Americas Styrenics LLC and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, members’ equity, and cash flows for the years ended December 31, 2010 and 2009 and for the period from May 1, 2008 (date of inception) to December 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and its cash flows for years ended December 31, 2010 and 2009 and for the period from May 1, 2008 (date of inception) to December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/    DELOITTE & TOUCHE LLP

Houston, Texas

February 28, 2011

F-82

AMERICAS SYSTRENICS LLC

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2009

(In millions of U.S. dollars)

	2009			2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	76.3		$	99.7
Trade receivables (net of allowance of $2.6 in 2010 and $4.8 in 2009)		114.5			118.2
Related company receivables		23.2			23.7
Inventories		92.8			130.2
Other current assets		15.7			9.9
Deferred income taxes		3.4			0.2
Total current assets		325.9			381.9
NET PROPERTY, PLANT, AND EQUIPMENT		372.7			343.1
OTHER ASSETS:
Deferred income taxes		—			5.6
Other assets		4.9			6.5
Total other assets		4.9			12.1
TOTAL	$	703.5		$	737.1
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Trade payables	$	90.6		$	127.2
Related company payables		32.5			12.3
Other payables		8.0			13.9
Notes payable		5.0			—
Income taxes payable		0.2			1.0
Accrued liabilities		10.3			10.2
Total current liabilities		146.6			164.6
POSTRETIREMENT BENEFIT LIABILITY		9.1			10.2
OTHER LONG TERM LIABILITIES		3.3			0.3
Total liabilities		159.0			175.1
COMMITMENTS AND CONTINGENCIES (Note 7)
MEMBERS’ EQUITY:
Paid in capital		632.9			658.5
Accumulated deficit		(82.2	)		(90.8	)
Accumulated other comprehensive loss		(6.2	)		(5.7	)
Total members’ equity		544.5			562.0
TOTAL	$	703.5		$	737.1

See notes to consolidated financial statements.

F-83

AMERICAS STYRENICS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(In millions of U.S. dollars)

	2008			2009			2010
Net Sales	$	1,192.5		$	1,029.1		$	1,433.6
Cost of Sales		1,192.8			1,022.7			1,396.8
Gross Margin		(0.3	)		6.4			36.8
Technical Service & Development		1.2			1.9			1.9
Promotional & Advertising		0.1			0.3			0.2
Selling		1.4			4.3			4.8
Administrative		9.7			11.6			9.8
Total direct operating expenses		12.4			18.1			16.7
(Loss) Income before Foreign Exchange Loss and Other Expenses		(12.7	)		(11.7	)		20.1
Foreign Exchange Loss		(3.3	)		(0.9	)		(0.7	)
(Loss) Income on Brazil Partnership		(6.8	)		0.3			(7.1	)
Other Expense—Net		(28.1	)		(21.1	)		(16.0	)
Total other expense		(34.9	)		(20.8	)		(23.1	)
Operating Loss		(50.9	)		(33.4	)		(3.7	)
Interest Income—Net		0.8			0.2			0.2
Income Tax (Expense) Benefit		0.3			0.8			(5.1	)
Net Loss	$	(49.8	)	$	(32.4	)	$	(8.6	)

See notes to consolidated financial statements.

F-84

AMERICAS STYRENICS LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(In millions of U.S. dollars)

	Paid In Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Total
INITIAL CONTRIBUTIONS—May 1, 2008
Cash	$	167.1		$	—		$	—		$	167.1
Receivables		52.6									52.6
Inventory		129.3									129.3
Prepaid expenses		0.2									0.2
Net property, plant and equipment		346.4									346.4
Additional contributions and adjustments:
Cash		13.5									13.5
Inventory		(0.1	)								(0.1	)
Net property, plant and equipment		(0.1	)								(0.1	)
Purchase of foreign assets		(82.3	)								(82.3	)
Net loss		—			(49.8	)		—			(49.8	)
BALANCE—December 31, 2008		626.6			(49.8	)		—			576.8
Additional contributions and adjustments—net property, plant, and equipment		6.3			—			—			6.3
Defined benefit plans—accumulated other comprehensive loss		—			—			(6.2	)		(6.2	)
Net loss		—			(32.4	)		—			(32.4	)
Total comprehensive loss											(38.6	)
BALANCE—December 31, 2009		632.9			(82.2	)		(6.2	)		544.5
Additional contributions and adjustments:
Deferred tax asset		5.6			—			—			5.6
Dissolution of Brazil partnership		20.0			—			—			20.0
Defined benefit plans—accumulated other comprehensive income		—			—			0.5			0.5
Net loss		—			(8.6	)		—			(8.6	)
Total comprehensive (loss) income											(8.1	)
BALANCE—December 31, 2010	$	658.5		$	(90.8	)	$	(5.7	)	$	562.0

See notes to consolidated financial statements.

F-85

AMERICAS STYRENICS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(In millions of U.S. dollars)

	2008			2009			2010
OPERATING ACTIVITIES:
Net loss	$	(49.8	)	$	(32.4	)	$	(8.6	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		35.6			40.3			38.7
Net gain on disposal of assets		—			—			(0.1	)
Deferred income taxes		(0.9	)		(2.5	)		3.3
Allowance for doubtful accounts		4.3			0.5			(2.2	)
Changes in assets and liabilities that (used) provided cash:
Trade receivables		(108.6	)		(10.7	)		(1.5	)
Related company receivables		26.2			3.2			5.7
Inventories		10.3			26.2			(40.1	)
Accounts payable—trade		76.0			14.6			36.6
Related company payables		37.2			(4.8	)		(0.1	)
Other assets and liabilities		(7.5	)		10.0			9.9
Cash provided by operating activities		22.8			44.4			41.6
INVESTING ACTIVITIES:
Initial contributions		167.1			—			—
Purchase foreign assets		(82.3	)		—			—
Disposal of assets		—			0.5			0.5
Capital expenditures		(30.7	)		(50.5	)		(13.7	)
Cash (used in) provided by investing activities		54.1			(50.0	)		(13.2	)
FINANCING ACTIVITY—Gross (repayments) borrowings on notes payable		—			5.0			(5.0	)
Cash (used in) provided by financing activity		—			5.0			(5.0	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		76.9			(0.6	)		23.4
CASH AND CASH EQUIVALENTS—Beginning of year		—			76.9			76.3
CASH AND CASH EQUIVALENTS—End of year	$	76.9		$	76.3		$	99.7
NONCASH INVESTING ACTIVITY—Capital expenditures payable	$	5.9		$	15.2		$	8.6
NONCASH FINANCING ACTIVITIES:
Contribution of deferred tax asset	$	—		$	—		$	5.6
Dissolution of Brazil partnership	$	—		$	—		$	20.0

See notes to consolidated financial statements.

F-86

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

1.    FORMATION OF VENTURE

Effective May 1, 2008, Chevron Phillips Chemical (“CPChem”) and The Dow Chemical Company (“Dow”) joined forces in styrenics by creating Americas Styrenics LLC (the “Company”). Effective July 1, 2009, Dow formed a separate plastics division-Styron Corp., which held its investment in the Company. Effective June 17, 2010, Dow divested its ownership in Styron Corp., making it an independent company, Styron LLC. CPChem, Dow (through June 17, 2010), and Styron LLC (subsequent to June 17, 2010) are referred to herein as the “Members”. The Members share equally in the profits and losses of the Company, except as disclosed in Note 3.

2.    NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s subsidiaries and partnership interests are as follows: Americas Styrenics Colombia Ltda, Americas Styrenics Argentina S.R.L., Americas Styrenics Chile Commercial Limitada, Americas Styrenics de Mexico, de R.L. de C.V., Americas Styrenics Canada Inc., and Americas Styrenics Industria e Comercico de Poliestireno Ltda (Brazil).

Nature of Operations—The Company was formed as a joint venture and focuses on styrenics (styrene and polystyrene) production, sales, and distribution in North and South America.

Cash and Cash Equivalents—Included in cash and cash equivalents, from time to time, are short-term interest-bearing investments on deposit with financial institutions. There were approximately $72.6 and $70.2 of interest-bearing overnight investments at December 31, 2010 and 2009, respectively.

Trade Receivables—The Company’s U.S. customers are primarily in the packaging industry, but also consist of other chemical and plastics manufacturers. The Company’s foreign customers reside primarily in Argentina, Chile, Colombia, Mexico, and Brazil. The Company’s credit policy does not require collateral on product sales. The Company maintains an allowance for doubtful accounts based on anticipated collection of its accounts receivable.

Inventories—A breakdown of inventories at December 31, 2010 and 2009, is as follows:

	2009		2010
Finished goods	$	25.0	$	20.0
Work in process		54.7		95.3
Raw materials		3.7		6.3
Supplies		9.4		8.6
Total inventories	$	92.8	$	130.2

F-87

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

Inventories are stated at lower of cost or market. Finished products and work-in-process inventories include material, labor, and manufacturing overhead costs. The reserves reducing inventories from a first-in first-out (FIFO) basis to a last-in first-out (LIFO) basis amounted to $78.6 at December 31, 2010, and $66.1 at December 31, 2009. A reduction of certain inventories resulted in the liquidation of some of the Company’s LIFO inventory layer decreasing its operating loss by $13.4 in 2009 and $4.9 in 2008. Foreign inventories are accounted for on a FIFO basis.

Property, Plant, and Equipment—Upon formation, property, plant, and equipment were recorded at the Members’ net book value. Current additions of property, plant, and equipment are recorded at cost. The Company provides for depreciation using the straight-line method, at rates based on the estimated service lives of the various classes of assets (3–45 years). Expenditures for repairs and maintenance, including major maintenance commonly known as turnarounds, are expensed as incurred. Components of property, plant, and equipment at December 31, 2010 and 2009, are as follows:

	2009			2010
Land and waterway improvements	$	6.2		$	6.8
Buildings		22.3			22.5
Transportation and construction equipment		49.2			47.8
Machinery and other equipment		793.9			794.4
Utilities and supply lines/other property		6.6			6.2
Construction in progress		25.6			31.1
Total property		903.8			908.8
Less accumulated depreciation		(531.1	)		(565.7	)
Net property, plant, and equipment	$	372.7		$	343.1

Income Taxes—The Company is treated as a flow-through partnership for U.S. federal income tax purposes and for most state income tax purposes. As such, the Company itself is not liable for U.S. federal income taxes. The Company files a U.S. Partnership return, which reflects each Member’s share of income or loss. The Members are responsible for reporting and paying any tax on their respective income tax returns. The Company is directly liable for certain state income and franchise taxes, foreign withholding, and for foreign direct or indirect taxes.

The Company has foreign subsidiaries in Brazil, Mexico, Chile, Colombia, Argentina, and Canada. All foreign entities except the Canadian subsidiary have elected to be treated as disregarded foreign branches of the Company for U.S. purposes. As such, the income or loss of the respective disregarded entities will be included in the U.S. Federal Partnership tax return. The foreign subsidiaries are responsible for all applicable taxes on foreign operations, and these taxes have been provided for in the consolidated financial statements.

In 2009, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (currently included in Accounting Standards Codification (ASC) 740-10, Income Taxes). This interpretation clarified the accounting for

F-88

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

uncertainty in income taxes recognized in an entity’s consolidated financial statements. The Company also adopted Accounting Standards Update No. 2009-6, Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities, which clarifies that an entity’s tax status as a pass-through entity is a tax position that is subject to the guidance of ASC 740 and provides guidance on whether income taxes should be attributed to the entity or its owners. The adoption of these accounting standards did not have a significant effect on the Company’s consolidated financial position, results of operations, or cash flows.

Impairment of Long-Lived Assets—The Company evaluates the carrying value of long-lived assets to be held and used including intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated, separately identifiable undiscounted cash flows from such an asset is less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The Company’s management concluded no impairment should be recorded in 2010, 2009 or 2008.

Asset Retirement Obligation—The Company assesses whether it has legal obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, or development and (or) the normal operation of a long-lived asset, including any legal obligations that require disposal of a replaced part that is a component of a tangible long-lived asset. At December 31, 2010 and 2009, the Company had no significant asset retirement obligations.

Insurance—The Company maintains insurance for automobile risks, general liability, including products, director and officers, workers’ compensation, and property. This insurance is placed with highly rated insurance carriers. The limits and deductibles are consistent for a company of this size and structure.

Foreign Currency—The functional currency for the Company’s foreign operations is the U.S. dollar, resulting in no currency translation adjustments. Foreign currency gains and losses are reflected in operations.

Use of Estimates—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition—The Company recognizes revenue when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable, and the collectability of revenue is reasonably assured. Revenue includes the selling price of the product

F-89

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

and all related delivery charges paid by the customer. Freight costs and any directly related associated costs of transporting finished product to customers are recorded as “Cost of Sales”. Revenue is reduced at the time of sale for estimated customer-related incentives (mostly volume-related incentives).

Subsequent Events—The Company has evaluated subsequent events through the reporting date of April 29, 2011.

3.    INTEREST IN SILENT PARTNERSHIP

Upon initial formation of the Company, a Complementary Special Partnership Agreement (the “Silent Partnership”) was signed between a subsidiary of Dow and Americas Styrenics Industria E Comercio de Polistireno for the purpose of producing, marketing, and selling polystyrene from a polystyrene facility in Brazil. Under the arrangement, the Company had no legal ownership of the facility but held a 50% economic interest in the operations of the facility. The Company accounted for the Silent Partnership as a collaborative arrangement. As the Company was not the principal in any of the operating activity of the facility, the Company only recorded its share of the net profit or loss from the operations of the facility in other expense. The Company recorded a loss of $7.1, income of $0.3, and a loss of $6.8 during the years ended December 31, 2010 and 2009, and for the period ended December 31, 2008, respectively, which was allocated entirely to CPChem.

On December 28, 2010, the Company, Styron LLC, and CPChem entered into a series of agreements, which resulted in the sale of the facility to an unrelated third party and an agreement to liquidate the Silent Partnership. Upon the execution of this agreement, the Company reversed the related-party payable that it had accrued for its share of the cumulative losses from the Silent Partnership. The reversal of this related-party payable was recorded directly in equity as a capital contribution.

At December 31, 2010, the Company had recorded a related company receivable of $6.3 for its share of the liquidation proceeds. The Company expects to distribute this amount to CPChem in the second quarter of 2011. Other than the liquidation proceeds, the Company made no cash payments and received no cash distributions as a result of its interest in the Silent Partnership.

4.    NOTES PAYABLE

The Company has a $40.0 revolving loan facility with Dow (through June 17, 2010), and Styron LLC (subsequent to June 17, 2010) that terminates in August 2011. The interest rate under this facility equals the incremental funding rate of Dow (through June 17, 2010), and Styron LLC (subsequent to June 17, 2010). Borrowing capacity is limited to the difference between the accounts payable due to CPChem and Dow (through June 17, 2010), and Styron LLC (subsequent to June 17, 2010) at the date of notice. There were no outstanding borrowings at December 31, 2010, and $5.0 outstanding borrowings at December 31, 2009.

F-90

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

5.    INCOME TAXES

The components of the loss before taxes for the years ended December 31, 2010 and 2009 and for the period from May 1, 2008 (date of inception) to December 31, 2008, are as follows:

	2008			2009			2010
Domestic	$	(35.0	)	$	(32.7	)	$	(12.1	)
Foreign		(15.1	)		(0.5	)		8.6
Total loss before taxes	$	(50.1	)	$	(33.2	)	$	(3.5	)

The components of income tax expense (benefit) for the years ended December 31, 2010 and 2009 and for the period from May 1, 2008 (date of inception) to December 31, 2008, are as follows:

	2008			2009			2010
State—current	$	0.3		$	0.1		$	0.1
Foreign—current		2.3			(0.6	)		1.7
Foreign—deferred		(2.9	)		(0.3	)		3.3
Total income tax expense (benefit)	$	(0.3	)	$	(0.8	)	$	5.1

The components of deferred income tax assets and liabilities at December 31, 2010 and 2009, are as follows:

	2009		2010
Tax loss carryforwards	$	3.3	$	0.6
Fixed assets		—		5.6
Other temporary differences		0.1		0.2
Gross deferred tax assets		3.4		6.4
Valuation allowance		—		(0.6	)
Net deferred tax assets	$	3.4	$	5.8

In 2010, the Company ceased operations in Brazil, and plans to liquidate the entities in Argentina and Chile in 2011. It was deemed unlikely that deferred tax assets would be realized in Chile and Argentina, and valuation allowances were recorded.

In 2010, the Company corrected a misstatement by recording a deferred tax asset for Colombian fixed assets. Upon formation of the Company in 2008, Colombian fixed assets were recorded at carryover book value for U.S. GAAP reporting purposes, and at fair market value for local tax reporting purposes. Because the deferred tax asset was associated with the initial formation of the Company, the offset was recorded as an additional contribution from Members.

F-91

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

Undistributed earnings of foreign subsidiaries are not deemed to be permanently reinvested. Currently, undistributed earnings exist in the Canadian, Mexican, and Colombian subsidiaries. Future repatriation of earnings will not be subject to tax by the Company (but rather its Members), but foreign withholding taxes may apply.

6.    EMPLOYEE BENEFIT PLANS

The Company provides reimbursement of medical and dental costs to retired employees. The Company’s plan, the Retiree Reimbursement Account (RRA), was implemented on January 1, 2009, and is funded at the time of the employees’ retirement based on years of credited service, which includes service rendered as employees of Dow or CPChem. Thereafter, the Company is not obligated to make additional contributions. The Company has the ability to change the benefits at any time. All employees are eligible, except for former Dow employees that choose to participate in The Dow Chemical Company Retiree Medical Care Program upon retirement. The Company uses a December 31 measurement date for the RRA.

At December 31, 2010 and 2009, the RRA had a benefit obligation in the amount of $10.3 and $9.2, respectively. The Company contributed and paid benefits in the amount of $0.1 during both 2010 and 2009.

At December 31, 2010 and 2009, amounts recognized in the consolidated balance sheets consist of the following:

	2009			2010
Current liabilities	$	(0.1	)	$	(0.1	)
Noncurrent liabilities		(9.1	)		(10.2	)
Total	$	(9.2	)	$	(10.3	)

At December 31, 2010 and 2009, amounts recognized in accumulated other comprehensive loss were as follows:

	2009			2010
Net actuarial gain	$	(1.5	)	$	(1.0	)
Prior service cost		7.7			6.7
Total	$	6.2		$	5.7

In 2011, $0.7 of estimated prior service cost will be amortized from accumulated other comprehensive loss into net periodic benefit cost.

F-92

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

Net periodic benefit cost and components of other amounts recognized in other comprehensive loss were as follows:

	2009			2010
Net periodic postretirement benefit cost	$	3.0		$	1.7
Other changes in benefit obligations recognized in other comprehensive loss:
Net actuarial loss (gain)		(1.5	)		0.4
Recognized actuarial loss (gain)		—			0.1
Prior service cost		9.7			—
Recognized prior service cost		(2.0	)		(1.0	)
Total recognized in other comprehensive (income) loss		6.2			(0.5	)
Total recognized in net periodic benefit cost and other comprehensive loss	$	9.2		$	1.2

Due to the restructuring, as discussed in Note 9, a curtailment loss of $0.2 and $1.2 was recorded in net periodic benefit cost during 2010 and 2009, respectively.

Actuarial assumptions used to determine benefit obligations and net periodic benefit cost were as follows:

	2009			2010
Discount rate used to determine net periodic benefit cost		6.25	%		5.50	%
Discount rate used to determine benefit obligation at December 31		5.50			5.25
Health Care Cost Assumptions	2009			2010
Initial health care cost trend rate		8.5	%		10	%
Ultimate health care cost trend rate		4.5			5.5
Year ultimate reached		2018			2020

Estimated health care cost trend rates can have a significant effect on the amounts reported for the RRA.

The Company expects to contribute approximately $0.1 to its RRA plan in 2011.

At December 31, 2010, the estimated future benefit payments, reflecting expected future service, as appropriate, are expected to be paid as follows:

2011	$	0.1
2012		0.2
2013		0.3
2014		0.3
2015		0.4
2016 thru 2020		3.7
Total	$	5.0

Beginning January 1, 2009, the Company also has a defined contribution employee savings plan and made discretionary contributions of $4.0 and $4.3 in 2010 and 2009, respectively.

F-93

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

7.    COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries lease buildings, ground and easements, rail cars, and other vehicles under noncancelable operating leases, which expire on varying dates between 2011 and 2018.

Total future minimum annual rentals in effect at December 31, 2010, for noncancelable operating leases are as follows:

Years Ending December 31
2011	$	5.0
2012		3.8
2013		2.5
2014		2.0
2015		2.0
2016 and thereafter		3.5
Total	$	18.8

Total rental expense for noncancelable operating leases was $4.5, $3.7 and $2.1 for the years ended December 31, 2010 and 2009 and for the period ended December 31, 2008, respectively.

The Company has entered into long-term sales commitments and purchase agreements with several of its key suppliers, including its Members (Note 8—related-party transactions). The commitment contracts are for one- to three -year periods with revenue-sharing provisions. Because the pricing and supply fluctuates with the commodity market, a definitive dollar value cannot be determined.

In addition to long-term purchase agreements, the Company also has outstanding purchase commitments of $0.8 related to its plant operations.

The Company is a party to various legal proceedings and claims incidental to the normal conduct of its business. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

Pursuant to the contribution agreement, Sections 4.10 Dow and 5.10 CPChem, all preexisting environmental matters have been outlined for each site and any contingencies are the responsibility of the respective Member. All subsequent obligations will be the liability of the Company. No environmental reserve was recorded as of December 31, 2010 or 2009.

F-94

AMERICAS STYRENICS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD FROM

MAY 1, 2008 (DATE OF INCEPTION) TO DECEMBER 31, 2008

(Amounts in millions of U.S. dollars)

8.    RELATED-PARTY TRANSACTIONS

The Company entered into various supply and purchase agreements with the Members and their affiliated companies. A summary of transactions for the years ended December 31, 2010 and 2009 and the period from May 1, 2008 (date of inception) to December 31, 2008, is as follows:

	2008		2009		2010
Sales	$	78.8	$	45.7	$	206.1
Purchases		672.7		554.0		777.0

The amounts included in the December 31, 2010 and 2009, consolidated balance sheets are included in the related company receivables and payables.

As discussed in Note 1, Dow is no longer a related party. However, Dow continues to provide certain services to the Company. Costs related to these services of $10.0, $21.9, and $28.3 were recorded in other expense for the period from January 1, 2010 to June 17, 2010, for the year 2009, and for the period ended December 31, 2008, respectively.

9.    RESTRUCTURING

In December 2008, the Company implemented a restructuring plan to reduce polystyrene production capacity to occur in two phases. As a result, the Company recorded $7.6 in accelerated depreciation and employee-related severance costs in 2009 and $9.0 in accelerated depreciation cost for the period ended December 31, 2008 for phase I. Phase II was effective in 2010 and the Company recorded $1.1 in employee-related severance costs. The Company also implemented a redesign of its work processes at certain facilities. As a result, the Company recorded $0.7 of employee-related severance costs in 2010. At December 31, 2010, the Company has $1.0 remaining in the severance accrual account for all initiatives.

******

F-95

You should rely only on the information contained in this prospectus. We have not, the selling shareholder has not, and the underwriters have not, authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where such offer or sale is not permitted. You should not assume that the information contained in this prospectus is complete and accurate as of any date other than the date on the front cover. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

	Page
Market and Industry Data		i
Trademarks and Trade Names		i
Prospectus Summary		1
Risk Factors		20
Forward-Looking Statements		43
Use of Proceeds		45
Dividend Policy		46
Capitalization		47
Dilution		48
Unaudited Pro Forma Condensed Combined and Consolidated Financial Information		50
Selected Historical Financial Information		59
Management’s Discussion and Analysis of Financial Condition and Results of Operations		63
Business		99
Management		127
Principal and Selling Shareholders		142
Certain Relationships and Related Party Transactions		145
Description of Share Capital		149
Comparison of Shareholder Rights		158
Enforcement of Civil Liabilities		174
Description of Certain Indebtedness		178
Shares Eligible For Future Sale		181
Material Federal Income Tax Considerations		183
Underwriting		191
Expenses Related to this Offering		198
Legal Matters		199
Experts		199
Where You Can Find More Information		199

Until                     , 2011 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Trinseo S.A.

Ordinary Shares

Deutsche Bank Securities

Goldman, Sachs & Co.

Citi

Barclays Capital

BofA Merrill Lynch

HSBC

Morgan Stanley

Jefferies

BMO Capital Markets

Mizuho Securities

SMBC Nikko

Prospectus

                    , 2011

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers.

Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the Company.

Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.

Prior to the completion of this offering, our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof.

No indemnification will be provided against any liability to us or our shareholders (i) by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of a director or officer; (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or (iii) in the event of a settlement, unless approved by a court or the board of directors.

Prior to completion of this offering, we will enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our articles of association. These agreements, among other things, provide for indemnification of our directors and executive officers to the fullest extent permitted by Luxembourg law for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request, subject to certain limitations. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

We also agreed to indemnify certain officers of the Company for adverse tax consequences they may suffer pursuant to their employment agreements.

We have also agreed to indemnify Bain Capital and its affiliated funds with under certain agreements we have entered into with them in connection with the Acquisition. See “Certain Relationships and Related Party Transactions.”

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our articles of association, agreement, vote of shareholders or disinterested directors or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.

II-1

Item 7.    Recent Sales of Unregistered Securities.

On the dates listed below the Company issued the shares listed below for the corresponding aggregate purchase prices pursuant to the exemptions from registration provided by Rule 701 of the Securities Act.

Employee/Date	Total Shares	Aggregate Purchase Price
September 24, 2010	1,125 shares of each class G-L	$68
November 29, 2011	2,115 of each class A-F 53,785 in each class G-L	$2,088,042 $1,614
December 29, 2010	30 in each class A-F 2,090 in each class G-L	$30,001 $125
January 14, 2011	3,277 in each class G-L	$197
May 24, 2011	313 of class B 312 in each class C-F 389 of class H 387 in each class I-L	$124,318 $475,682 $3.89 $15.11

Item 8.    Exhibits and Financial Statement Schedules.

(a) Exhibits

The exhibit index attached hereto is incorporated herein by reference.

(b) Financial Statement Schedules

Item 9.    Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the purchase agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn, State of Pennsylvania on June 27, 2011.

TRINSEO S.A.
By:	/S/    CHRISTOPHER D. PAPPAS
Name:	Christopher D. Pappas
Title:	President & Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each officer and director of Trinseo S.A. whose signature appears below constitutes and appoints Christopher D. Pappas, Richard J. Diemer, Jr. and Curtis S. Shaw, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this Registration Statement, and any additional Registration Statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/S/    CHRISTOPHER D. PAPPAS Christopher D. Pappas	Director, President & Chief Executive Officer	June 27, 2011
/S/    RICHARD J. DIEMER, JR. Richard J. Diemer, Jr.	Executive Vice President & Chief Financial Officer and Chief Accounting Officer	June 27, 2011
* Seth A. Meisel	Director	June 27, 2011
* Mark A. Verdi	Director	June 27, 2011
* Stephen M. Zide	Director	June 27, 2011

II-4

Signature	Title	Date
* Ailbhe Jennings	Director	June 27, 2011
* Michel G. Plantevin	Director	June 27, 2011
/S/    THOMAS J. HEARITY Thomas J. Hearity	Authorized Representative in the United States of America	June 27, 2011

*By:	/S/    RICHARD J. DIEMER, JR.
	Richard J. Diemer, Jr.
	as attorney-in-fact

II-5

EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
2.1	Sale and Purchase Agreement, among The Dow Chemical Company, Styron LLC, Styron Holding B.V. and STY Acquisition Corp., dated March 2, 2010 as amended.
3.1	Articles of Association of Trinseo, as currently in effect.
3.2*	Form of Amended and Restated Articles of Association of Trinseo to be effective upon completion of this offering.
4.1*	Specimen Certificate Evidencing Ordinary Shares.
5.1*	Opinion of Loyens & Loeff.
10.1	Amended and Restated Employment Agreement, among Bain Capital Everest US Holding, Inc., Bain Capital Everest Manager Holding SCA and Christopher D. Pappas, dated June 17, 2010.+
10.2	Employment Agreement, among Bain Capital Everest US Holding, Inc., Bain Capital Everest Manager Holding SCA and Richard J. Diemer, Jr., dated August 31, 2010.+
10.3	Employment Agreement, among Bain Capital Everest US Holding, Inc., Bain Capital Everest Manager Holding SCA and Curtis S. Shaw, dated July 1, 2010, as amended by Amendment No. 1 dated August 18, 2010.+
10.4	Employment Offer Letter, by and between Bain Capital Everest US Holding, Inc. and Paul F. Moyer, dated September, 2010.+
10.5	Employment Offer Letter, by and between Bain Capital Everest US Holding, Inc. and Marco Levi, dated September, 2010.+
10.6	Form of Amended and Restated Executive Subscription and Securityholder’s Agreement, by and among Bain Capital Everest Manager Holding S.C.A., Bain Capital Everest Manager, the executive named therein and the other investors named therein.
10.7	Amended and Restated Executive Subscription and Securityholder’s Agreement, by and among Bain Capital Everest Manager Holding S.C.A., Bain Capital Everest Manager, Christopher D. Pappas and the other investors named therein, dated February 3, 2011.
10.8	Investor Subscription and Shareholder Agreement by and among Bain Capital Everest Managers Holding SCA and the various investors named therein, dated June 17, 2010.
10.9	Registration Rights Agreement, by and among Bain Capital Everest Managers Holding SCA and the investors named therein, dated June 17, 2010.
10.10	Advisory Agreement, by and between Bain Capital Partners, LLC, Portfolio Company Advisors Limited, Styron Holding BC and Bain Capital Everest US Holding Inc., dated June 17, 2010.
10.11	Transaction Services Agreement, by and between Bain Capital Everest US Holding Inc. and Bain Capital Partners, dated June 17, 2010.

II-6

Exhibit Number	Description
10.12	Latex Joint Venture Option Agreement, among The Dow Chemical Company, Styron LLC and Styron Holding B.V., dated June 17, 2010.
10.13	Credit Agreement, among Styron S.a r.l, the guarantors party thereto, Deutsche Bank AG New York Branch and the other lenders part thereto, dated June 17, 2010, as amended February 2, 2011.
10.14**	Sales Contract, between Styron Europe GmbH and Continental Aktiengesellschaft, dated April 6, 2011.
10.15**	Global Raw Materials Agreement, by and between Styron Europe GmbH and The Goodyear Tire & Rubber Company, dated January 1, 2011.
10.16**	Supply Agreement, by and between Hankook Tire Co. Ltd. and Dow Europe GmbH, effective as of January 1, 2010.
10.17**	Amended and Restated PS Sales Contract (Foam), between Styron Europe and Dow Europe GmbH, dated June 17, 2010.
10.18**	Master Distributor Agreement, between The Dow Chemical Company and Ravago SA, effective as of January 1, 2008.
10.19*	Amended and Restated Master Outsourcing Services Agreement, among The Dow Chemical Company and Styron LLC and Styron Holding B.V., dated June 17, 2010.
10.20*	Contract of Sale, by and between Americas Styrenics LLC and The Dow Chemical Company, dated December 1, 2009, as amended by that certain Amendment to and Consent to Partial Assignment April 1, 2010.
10.21**	Styrene Baseload Sale and Purchase Agreement, between Dow Europe GmbH and Jubail Chevron Phillips Company, dated June 30, 2004.
10.22**	Amended and Restated Ethylene Sales Contract (Europe), between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.23**	Amended and Restated Benzene Sales Contract (Europe), between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.24**	Amended and Restated Bisphenol A Sales Contract, between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.25**	Amended and Restated Butadiene Sales Contract (Europe), between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.26*	Amended and Restated SAN Contract Manufacturing Agreement, between The Dow Chemical Company, Styron LLC and Styron Holding B.V., dated June 17, 2010.
10.27*	Amended and Restated Polycarbonate Contract Manufacturing Agreement (Freeport, Texas), between The Dow Chemical Company, Styron LLC and Styron Holding B.V., dated June 17, 2010.
10.28*	SSBR Toll Conversion and Capacity Rights Agreement, between JSR Corporation Tokyo, Wallisellen and Dow Europe GmbH, dated May 31, 2007.
10.29*	Amended and Restated MOD5 Computerized Process Control Software Agreement, Licenses and Services, between Rofan Services Inc. and Styron LLC, dated as of June 17, 2010.
10.30*	Amended and Restated Styron License Agreement, among The Dow Chemical Company, Dow Global Technologies Inc. and Styron LLC, dated as of June 17, 2010.

II-7

Exhibit Number	Description
10.31	Omnibus Agreement, dated as of January 25, 2011, by and among Sumitomo Chemical Company, Limited, The Dow Chemical Company, Dow Chemical Japan Limited, Styron S.AR.L., Styron Holding B.V., Styron LLC, Styron Japan Y.K., Styron Europe GmbH and Sumitomo Dow Limited.
10.32*	Limited Liability Company Agreement of Americas Styrenics LLC, dated May 1, 2008.
10.33*	Amended and Restated Master Definitions and Framework Deed, dated May 24, 2011, by and among Styron Europe GmbH, Styron Deutschland Anlagengesellschaft mbH, Styron Receivables Funding Limited, Regency Assets Limited, HSBC Bank plc, Styron Holding Sàrl, as parent and guarantor, the Law Debenture Trust Corporation plc, as Styron security trustee and the Administration Services Limited, as corporate administrator and registrar.
21.1	List of subsidiaries of Trinseo.
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.3	Consent of Deloitte & Touche LLP, independent auditors of Americas Styrenics LLC.
23.4	Consent of Loyens & Loeff (included in Exhibit 5.1).
24.1	Powers of Attorney.

* To be filed by amendment.

** Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

+ Indicates a management contract or compensatory plan or arrangement.

II-8

EX-2.1

Exhibit 2.1

EXECUTION COPY

SALE AND PURCHASE AGREEMENT

Among

THE DOW CHEMICAL COMPANY,

STYRON LLC,

STYRON HOLDING B.V.

and

STY ACQUISITION CORP.

Dated as of March 2, 2010

EXECUTION COPY

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
SECTION 1.01.	Certain Defined Terms		1
SECTION 1.02.	Definitions		19
SECTION 1.03.	Interpretation and Rules of Construction		21
ARTICLE II SALE AND PURCHASE
SECTION 2.01.	Sale and Purchase of the Styron Equity Interests		22
SECTION 2.02.	Purchase Price; Allocation of Purchase Price		22
SECTION 2.03.	Closing		22
SECTION 2.04.	Closing Deliveries by the Seller		23
SECTION 2.05.	Closing Deliveries by the Purchaser		23
SECTION 2.06.	Delayed Closings		24
SECTION 2.07.	Adjustment of the Purchase Price		25
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 3.01.	Organization, Authority and Qualification		29
SECTION 3.02.	Ownership of Styron Group		30
SECTION 3.03.	No Conflict		30
SECTION 3.04.	Governmental Consents and Approvals		31
SECTION 3.05.	Financial Information		31
SECTION 3.06.	Indebtedness; Undisclosed Liabilities		32
SECTION 3.07.	No Material Adverse Effect		32
SECTION 3.08.	Litigation		32
SECTION 3.09.	Compliance with Laws; Permits		32
SECTION 3.10.	Intellectual Property		32
SECTION 3.11.	Real Property		33
SECTION 3.12.	Employee Benefit Matters		34
SECTION 3.13.	Labor Matters		35
SECTION 3.14.	Taxes		36
SECTION 3.15.	Material Contracts		37
SECTION 3.16.	Environmental Matters		38
SECTION 3.17.	Sufficiency of Assets; Title to Tangible Property		39
SECTION 3.18.	Brokers		39
SECTION 3.19.	Disclaimer of the Seller		39

i

EXECUTION COPY

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
SECTION 4.01.	Organization, Authority and Qualification of the Purchaser	40
SECTION 4.02.	No Conflict	40
SECTION 4.03.	Governmental Consents and Approvals	41
SECTION 4.04.	Investment Purpose	41
SECTION 4.05.	Financing; Guarantee	41
SECTION 4.06.	Litigation	42
SECTION 4.07.	Brokers	42
SECTION 4.08.	Independent Investigation; Seller’s Representations	43
ARTICLE V ADDITIONAL AGREEMENTS
SECTION 5.01.	Conduct of Business Prior to the Closing	44
SECTION 5.02.	Access to Information	46
SECTION 5.03.	Confidentiality	48
SECTION 5.04.	Regulatory and Other Authorizations; Notices and Consents	49
SECTION 5.05.	Restructuring Transactions	50
SECTION 5.06.	Retained Names and Marks; Rail Car Marks	50
SECTION 5.07.	Updates	52
SECTION 5.08.	Insurance	53
SECTION 5.09.	Release from Credit Support Instruments	53
SECTION 5.10.	Financing	54
SECTION 5.11.	Apportionment of Periodic Payments and Receipts	56
SECTION 5.12.	Privileged Matters	56
SECTION 5.13.	Further Action	57
SECTION 5.14.	IP Docket	58
SECTION 5.15.	Non-Solicitation	58
ARTICLE VI EMPLOYEE MATTERS
ARTICLE VII TAX MATT ERS
SECTION 7.01.	Tax Indemnities	59
SECTION 7.02.	Conveyance Tax	60
SECTION 7.03.	Refunds	60
SECTION 7.04.	Tax Returns	61
SECTION 7.05.	Indemnification	61
SECTION 7.06.	Cooperation	63
SECTION 7.07.	Tax Covenants	63
SECTION 7.08.	Miscellaneous	64
ARTICLE VIII CONDITIONS TO CLOSING
SECTION 8.01.	Conditions to Obligations of the Seller	64
SECTION 8.02.	Conditions to Obligations of the Purchaser	65

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ARTICLE IX INDEMNIFICATION
SECTION 9.01.	Survival of Representations, Warranties and Covenants	66
SECTION 9.02.	Indemnification by the Seller	66
SECTION 9.03.	Indemnification by the Purchaser and the Styron Holdcos	67
SECTION 9.04.	Limitations on Indemnification	67
SECTION 9.05.	Notice of Loss; Third-Party Claims	69
SECTION 9.06.	Remedies	70
SECTION 9.07.	Further Environmental Provisions	71
ARTICLE X TERMINATION
SECTION 10.01.	Termination	75
SECTION 10.02.	Effect of Termination	76
ARTICLE XI GENERAL PROVISIONS
SECTION 11.01.	Expenses	77
SECTION 11.02.	Notices	78
SECTION 11.03.	Public Announcements	78
SECTION 11.04.	Severability	79
SECTION 11.05.	Entire Agreement	79
SECTION 11.06.	Assignment	79
SECTION 11.07.	Amendment	79
SECTION 11.08.	Waiver	79
SECTION 11.09.	No Third-Party Beneficiaries	80
SECTION 11.10.	Specific Performance	80
SECTION 11.11.	Governing Law	80
SECTION 11.12.	Waiver of Jury Trial	81
SECTION 11.13.	Counterparts	82

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EXHIBITS

A	Form of Contribution Agreement
B	Form of Asset Transfer Agreement
C	Form of Share Transfer Agreement
D	Form of Intellectual Property Assignment Agreement
E	Form of Deed of Tax Indemnity
F	Limited Guarantee
G	Form of MOD™ 5 Computerized Process Control Software Agreement
H	Form of Operating Systems and Tools License Agreement
I	Form of Styron License Agreement
J	Form of Technology Development Agreement
K	Form of INSPIRE Trademark License Agreement
L	Form of RAP Trademark License Agreement
M	Form of Umbrella Secrecy Agreement
N	Form of Sublease Agreement (Wells Fargo 2006 – B)
O	Form of Ground Lease
P	Form of Hereditary Building Rights Agreement
Q	Form of Contract Manufacturing Agreement
R	Form of Master Outsourcing Services Agreement
S	Form of Operating Services Agreement
T	Form of Site Services Agreement
U	Form of Technical Services Agreement
V	Form of Benzene Sales Contract (Europe)
W	Form of Bisphenol – A Sales Contract
X	Form of Butadiene Sale and Purchase Contract
Y	Form of Butadiene Sales Contract (Europe)
Z	Form of By-Product Sales Contract
AA	Form of DiEB Sales Contract (Europe)
BB	Form of Ethylene Sales Contract (Europe)
CC	Form of Polypropylene Compounds Sales Contract (Latin America)
DD	Form of Polypropylene Sales Contract (North America)
EE	Form of Polypropylene Sales Contract (Europe)

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FF	Form of PS Sales Contract (Dow to Styron)
GG	Form of PS Sales Contract (Foam)
HH	Form of PS Sales Contract (Film)
II	Form of Styrene Monomer Sales Contract (Europe)
JJ	Form of Elastomers Sales Contract (North America)
KK	Form of Elastomers Sales Contract (Europe)
LL	Form of Elastomers Sales Contract (Latin America)
MM	Form of Caustic Soda Sales Contract
NN	Form of Chlorine Sales Contract
OO	Form of Styrene Monomer Exchange Agreement
PP	Form of Glob al Distributor Partner Agreement
QQ	Form of Latex Joint Venture Option Agreement
RR	Form of Glob al Latex Joint Venture Conceptual Framework
SS	Seller Equity Term Sheet
TT	Seller Promissory Note
SCHEDULES
1.01(a)	Ancillary Locations
1.01(b)	Certain Assumed Liabilities
1.01(c)	Contract Manufacturing Sites
1.01(d)	Employee Liabilities Amount
1.01(e)	Excluded Assets
1.01(f)	Financial Statements
1.01(g)	JV Transferred Assets
1.01(h)	Leased Rail Cars
1.01(i)	Leased Real Property
1.01(j)	Owned Intellectual Property
1.01(k)	Owned Rail Cars
1.01(l)	Owned Real Property
1.01(m)	Partially Transferred Contracts
1.01(n)	Rail Car Lease Agreements
1.01(o)	Required Information
1.01(p)	Retained Facilities

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1.01(q)	Retained Sites
1.01(r)	Seller’s Knowledge
1.01(s)	Standalone Sites
1.01(t)	Transact ion Documents
1.01(u)	Transferred Contracts
1.01(v)	Transferred Facilities
1.01(w)	Transferred IP Agreements
1.02(a)	LG Dow Purchase Price
1.02(b)	Sumitomo Dow Purchase Price
2.07	Closing Date Working Capital Amount
5.05	Restructuring Transact ions
5.07	Post-Closing Required Information
5.09	Credit Support Instruments
5.13(d)	Obligations Related to Decision and Order
6	Employee Matters
8.01(b)	Governmental Approvals
SELLER DISCLOSURE SCHEDULE
3.01	Organization, Authority and Qualification
3.02	Ownership of Styron Group
3.03	No Conflict
3.04	Governmental Consents and Approvals
3.05	Financial Information
3.06	Indebtedness; Undisclosed Liabilities
3.07	No Material Adverse Effect
3.08	Litigation
3.09	Compliance with Laws; Permits
3.10	Intellectual Property
3.11	Real Property
3.12	Employee Benefit Matters
3.13	Labor Matters
3.14	Taxes
3.15	Material Contracts
3.16	Environmental Matters

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3.17	Sufficiency of Assets
3.18	Brokers
5.01	Conduct of the Business Prior to the Closing
5.05	Restructuring Transactions
PURCHASER DISCLOSURE SCHEDULE
4.01	Organization, Authority and Qualification of the Purchaser
4.02	No Conflict
4.03	Governmental Consents and Approvals
4.04	Investment Purpose
4.05	Financing; Guarantee
4.06	Litigation
4.07	Brokers

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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”).

WHEREAS, the Seller, directly and through its Subsidiaries, is engaged in the Business (as defined below); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Styron Equity Interests (as defined below) upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller, the Styron Holdcos and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

“2009 Historical Financial Statements” has the meaning set forth on Schedule 1.01(o).

“2010 GAAP Financial Statements” has the meaning set forth on Schedule 5.07.

“Accounting Principles” means the principles, methods and policies applicable to the relevant year used in the preparation of the Financial Statements and for the 2009 Historical Financial Statements as described in the Financial Statements or the 2009 Historical Financial Statements.

“Action” means any claim, charge, complaint, action, suit, arbitration, inquiry, proceeding, injunction, demand, litigation, citation, summons, subpoena or investigation of any nature, whether at law or in equity, by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreement” or “this Agreement” means this Sale and Purchase Agreement among the parties hereto (including the Schedules hereto and the Disclosure Schedules) and all amendments hereto made in accordance with the provisions of Section 11.07.

“Americas Styrenics” means Americas Styrenics LLC, a Delaware limited liability company.

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“Ancillary Locations” means, to the extent they relate to the Business, the offices and other locations to be shared pursuant to an occupancy agreement or equivalent agreement between a Dow Entity (other than a Styron Holdco or a Styron Subsidiary) and a Styron Holdco or a Styron Subsidiary as identified on Schedule 1.01(a).

“Appurtenant Real Property” means, with respect to the Transferred Sites, the Retained Sites or the Ancillary Locations, all of the easements and servitudes material to the operation of the Business and related to each such Transferred Site, Retained Site or Ancillary Location.

“Assumed Liabilities” means (a) all of the Liabilities of Dow to the extent arising out of or relating, directly or indirectly, to the operation of the Business or the Transferred Assets from and after the Closing Date (including all Post-Closing Product Liabilities), other than any Taxes of Dow except to the extent apportioned to the Purchaser pursuant to Section 7.01; (b) all Liabilities arising under or relating to the Transferred Contracts or the Partially Transferred Contracts (other than Retained Payables and Liabilities arising and incurred prior to the Closing Date as a result of a breach or other default by the applicable Dow Entity of its obligations thereunder, regardless of when the breach claim is made); (c) all of the Liabilities for which the Purchaser or a member of the Styron Group assumes or becomes responsible pursuant to Schedule 6; (d) all Post-Closing Environmental Liabilities; (e) all Liabilities of the Business to the extent reflected in the Final Working Capital Statement or the Final Employee Liabilities Statement, whenever arising; and (f) all other Liabilities identified on Schedule 1.01(b).

“Business” means the research, development, manufacture, distribution, marketing and sale of the In-Scope Products, as conducted by Dow, but not including any of the Excluded Assets.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

“Business Employee” means each employee of Dow identified on Appendix I to Schedule 6.

“Business Financial Statements” means the income statement for the annual periods ended December 31, 2007, December 31, 2008 and December 31, 2009.

“Business Intellectual Property” means the Owned Intellectual Property and the Licensed Intellectual Property.

“Closing Date Payment” means an amount equal to the Purchase Price (a) less the JV Adjustment Amount, if any; (b) less the Estimated Employee Liabilities Amount; (c) subject to Section 2.03(c), adjusted for the Estimated Closing Date Working Capital Amount as follows: (i) if the Estimated Closing Date Working Capital Amount exceeds the Target Closing Date Working Capital Amount, the Closing Date Payment shall be increased by such amount; and (ii) if the Target Closing Date Working Capital Amount exceeds the Estimated Closing Date Working Capital Amount, the Closing Date Payment shall be reduced by such amount; (d) less the Seller Note Amount; (e) less the Dow Investment Amount, but only if the Seller provides the

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notice pursuant to Section 2.05(f); (f) less an amount equal to fifty percent (50%) of the Funding Shortfall Amount, but only if the Seller provides the Funding Notice in accordance with Section 10.02(c); (g) less the amount of the Unpaid Indebtedness; and (h) less the WC Payment Amount.

“Closing Date Working Capital Amount” means the difference between (a) the amount of total Current Assets of the Styron Group; and (b) the amount of total Current Liabilities of the Styron Group.

“Closing Time” means the time at which beneficial ownership of the Styron Equity Interests is transferred from Dow to the Purchaser pursuant to this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Confidential Information Memorandum” means the Confidential Information Memorandum, dated November, 2009, provided to the Purchaser in connection with the transactions contemplated by this Agreement.

“Contract Manufacturing Sites” means the real property identified on Schedule 1.01(c), at which Dow will perform, after the Closing Date, contract manufacturing for the Styron Group.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities or as trustee, personal representative or executor or otherwise.

“Conveyance Tax” means any sales, use, transfer, conveyance, ad valorem, stamp, stamp duty, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of real, personal, tangible or intangible property or any interest therein, or upon the recording of any such sale, transfer or assignment, together with any interest, additions or penalties in respect thereof, imposed by any Taxing Authority in respect of the transfer of the Styron Equity Interests pursuant to this Agreement.

“Current Assets” means the total amount of each of the line items specified as “Current Assets” in Schedule 2.07, determined, in each case, as of the close of business on the Business Day immediately preceding the Closing Date, with respect to the Styron Group on a consolidated basis.

“Current Liabilities” means the total amount of each of the line items specified as “Current Liabilities” in Schedule 2.07, determined, in each case, as of the close of business on the Business Day immediately preceding the Closing Date, with respect to the Styron Group on a consolidated basis.

“Debt Financing” means, collectively, the Senior Debt Financing and the Mezzanine Debt Financing.

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“Debt Financing Commitment” means, collectively, the Senior Debt Financing Commitment and the Mezzanine Debt Financing Commitment.

“Delayed Closing Purchase Price” means, if a Delayed Closing takes place, (a) with respect to Dow’s interest in LG Dow, an amount equal to the LG Dow Purchase Price; or (b) with respect to Dow’s interest in Sumitomo Dow, an amount equal to the Sumitomo Dow Purchase Price.

“Disclosure Schedules” means the Seller Disclosure Schedule and the Purchaser Disclosure Schedule.

“Distribution” means, with respect to any Person, a distribution or dividend of cash, property or securities (including a return of capital).

“Dow” means, collectively, the Seller and its Subsidiaries.

“Dow Entity” means the Seller or one of its Subsidiaries.

“Dow Investment Amount” means an amount not to exceed fifteen percent (15%) of the Equity Commitment Amount.

“Employee Liabilities Amount” means, to the extent not reflected as a Current Liability on the Closing Date Working Capital Amount, the sum of: (a) Liabilities for earned or accrued but unused vacation benefits (other than vacation accruals related to the period beginning on the Closing Date and ending on the last day of the calendar year in which the Closing Date occurs); and (b) the amount of the actual net unfunded obligations accrued as of the Closing Date that will be assumed by the Purchaser or assumed or retained by any member of the Styron Group at Closing under the plans set forth on Schedule 1.01(d). For purposes of clause (b) of the preceding sentence, (i) an unfunded obligation (A) shall be deemed to be under a Plan providing retirement or retiree welfare benefits to the extent it is required to be accounted for under FAS 87, paragraphs 11, 72 and 73, or FAS 106, paragraphs 16 and 85 (or would be so accounted for if such Plan was accounted for under GAAP); and (B) shall not be taken into account to the extent it is a Liability for which specific assets relating to such Plan that are transferred to the Purchaser or transferred to or retained by a member of the Styron Group at Closing Date, in each case pursuant to the terms of Schedule 6, have been set aside as a funding source, to the extent of such funding; and (ii) unfunded obligations shall be calculated on an accumulated benefit obligation basis, as defined in paragraph 18 of FAS 87.

“Encumbrance” means any right of first refusal, security interest, pledge, hypothecation, mortgage, lien (statutory or otherwise) or other encumbrance, other than any license of, option to license, or covenant not to assert claims of infringement, misappropriation or other violation with respect to Intellectual Property granted in the ordinary course of business.

“Environmental Law” means any Law that relates to (a) pollution or the protection of the environment (including natural resources); (b) human exposure to Hazardous Materials; or (c) human health as such relates to Hazardous Materials.

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“Environmental Permit” means all governmental licenses, franchises, permits, approvals, authorizations, exemptions, certificates, registrations and similar documents, authorizations or instruments necessary or required for the conduct of the Business under Environmental Law.

“Equity Commitment Amount” has the meaning ascribed to such term in the Investor Financing Commitment.

“Excluded Assets” means all of Dow’s right, title and interest in and to any assets of Dow not expressly included in the definition of Transferred Assets, including the assets identified on Schedule 1.01(e).

“Excluded Claim” means all claims related to any Action that Dow may have against third parties in respect of the Business or any of the Transferred Assets, in each case to the extent such claim has been made on or before the Closing Date.

“Excluded Leases” means the Finance Lease and the Synthetic Lease.

“Excluded Liabilities” means all of the Liabilities of Dow arising out of the conduct of the Business that are not Assumed Liabilities, including (a) all Liabilities arising from or relating to the Excluded Assets; (b) all Pre-Closing Environmental Liabilities; and (c) all Liabilities (i) at any time relating to or arising under or in connection with any Plan, or any other benefit or compensation plan, program, agreement or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by the Seller, any of its Affiliates, Styron LLC, any member of the Styron Group, or any Person which is or has ever been treated as a single employer with the Seller, any of its Affiliates, Styron LLC or any member of the Styron Group under Section 414 of the Code (each, an “ERISA Affiliate”), or with respect to which the Seller, any of its Affiliates, Styron LLC, any member of the Styron Group or any ERISA Affiliate has any Liability; or (ii) pertaining to the employment or service with, or termination from employment or service from, the Seller, any of its Affiliates, Styron LLC, any member of the Styron Group or any ERISA Affiliate, of any Person (including any Transferred Employee or Union Employee) occurring prior to the Closing Date.

“Final Determination” means, with respect to any Taxes for a Period, (a) a closing or settlement agreement entered into with a Taxing Authority establishing the amount of such Taxes; or (b) a final decision of a court of competent jurisdiction with respect to such Taxes that is non-appealable or in respect of which the period for appeal has lapsed.

“Final Employee Liabilities Statement” means the final and binding statement setting forth the Employee Liabilities Amount prepared in accordance with the definition of Employee Liabilities Amount.

“Final Working Capital Statement” means the final and binding statement setting forth the Closing Date Working Capital Amount prepared in accordance with the principles, and including only the line items, set forth on Schedule 2.07.

“Finance Lease” means the Lease Agreement (TDCC 2006-B), dated as of April 6, 2006, between Wells Fargo Bank Northwest, NA and the Seller, as supplemented by the Lease

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and Indenture Supplement (TDCC 2006-B) No. 2, dated as of June 29, 2006 and the Lease and Indenture Supplement (TDCC 2006-B) No. 5, dated as of September 27, 2006.

“Financial Statements” means the audited special purpose statements of revenues, direct expenses and equity in earnings of the non-consolidated affiliates of the Business for the annual periods ended December 31, 2007 and December 31, 2008 and the audited special purpose statements of assets to be sold as of December 31, 2007 and December 31, 2008, copies of which are attached as Schedule 1.01(f).

“Financing Failure Event” means the occurrence of any of the following events: (a) the failure of the applicable Senior Lender(s) to fund the Senior Debt Financing for any reason; (b) the failure of the applicable Mezzanine Lender(s) to fund the Mezzanine Debt Financing for any reason; or (c) if applicable, the failure of the applicable lender(s) to fund the Alternative Financing for any reason.

“Financing Sources” means the Persons that have committed to provide or otherwise entered into agreements in connection with the Debt Financing or other debt financings in connection with the transactions contemplated hereby and any arrangers thereof, including the parties to the Financing Commitments and any joinder agreements or credit agreements (including the Financing Agreements) relating thereto.

“Funding Shortfall Amount” means the portion of the Debt Financing that becomes unavailable as a result of a Financing Failure Event.

“GAAP” means United States generally accepted accounting principles in effect from time to time applied consistently throughout the periods involved.

“GAAP Financial Statements” has the meaning set forth on Schedule 5.07.

“Goodwill” means the goodwill of Dow associated with or attributable to the Business.

“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction, whether foreign or domestic.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, conciliation agreement, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means (a) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials and polychlorinated biphenyls; and (b) any other chemicals, materials or substances defined or regulated as toxic or hazardous or as a pollutant or contaminant under any applicable Environmental Law.

“Holdco Equity Interests” means the equity interests of a newly formed entity that will hold (directly or indirectly) the equity securities of the Purchaser.

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“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“In-Scope Products” means SB Latex Products, synthetic rubber, polystyrene, poly (styrene-acrylonitrile), acrylonitrile-butadiene styrene resins (ABS), expandable polystyrene, styrene catalyst, styrene monomer, polycarbonate and blended or compounded products prepared from styrenic resins, polycarbonate resins or polypropylene resins.

“Indebtedness” means, without duplication: (a) indebtedness for borrowed money, including any accrued but unpaid interest thereon and any cost, penalty or premium associated with prepaying any such indebtedness, and including any such obligations evidenced by bonds, debentures, notes or similar obligations or any guarantee of the foregoing; (b) all capitalized lease obligations that are, or should be, classified as a balance sheet liability in accordance with GAAP; (c) all reimbursement or similar obligations in respect of letters of credit, bank guarantees or similar obligations; (d) all indebtedness arising out of overdrafts, acceptance credit or similar facilities; (e) obligations for deferred purchase price of property or services (excluding obligations to creditors for goods and services incurred in the ordinary course of business); and (f) the unpaid Seller Transaction Expenses, except in each case, excluding any Excluded Leases.

“Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“Indemnifying Party” means the Seller pursuant to Section 9.02 or the Purchaser or a Styron Holdco pursuant to Section 9.03, as the case may be.

“Indemnitee” means, with respect to an indemnification obligation or payment under Section 7.01(a), the Purchaser and, with respect to an indemnification obligation or payment under Section 7.01(b), the Seller (together with, in each case, any Affiliate thereof or any consolidated tax group of which the Seller or the Purchaser, as the case may be, is a member) and, for purposes of Section 7.05, a potential indemnification obligation or payment shall be deemed to be an actual indemnification obligation or payment.

“Indemnitor” means, with respect to an indemnification obligation or payment under Section 7.01(a), the Seller and, with respect to an indemnification obligation or payment under Section 7.01(b), the Purchaser and, for purposes of Section 7.05, a potential indemnification obligation or payment shall be deemed to be an actual indemnification obligation or payment.

“Initial Employee Liabilities Statement” means a statement setting forth in reasonable detail the Seller’s determination of the Employee Liabilities.

“Initial Working Capital Statement” means a statement setting forth the Seller’s determination of the Closing Date Working Capital Amount prepared in accordance with the principles and including only the line items set forth on Schedule 2.07.

“Integrated Site” means a Transferred Site, a Retained Site or any Ancillary Location, in each case that is not a Standalone Site.

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“Intellectual Property” means all of the following legal rights arising under the Laws of any state, country, or international treaty regime: (a) patents, patent applications and statutory invention registrations, together with all reissuances, continuations, continuations-in-part, divisions, supplementary protection certificates, extensions, renewals, and re-examinations thereof; (b) trademarks, service marks, trade names, Internet domain names and trade dress and all other indicia of origin, together with the goodwill associated therewith; (c) database rights, copyrights and moral rights; (d) registrations, rights to register and applications for registration of any of the foregoing in (a) – (c); (e) rights relating to trade secrets and confidential information, including know-how (whether or not patentable); and (f) the right to sue and recover damages or other relief for all past, present and future infringement, misappropriation or other violation of any of the foregoing.

“Interest Rate” means the per annum prime rate as published in The Wall Street Journal on the last Business Day immediately before any payment is required to be made pursuant to this Agreement.

“Inventory” means the inventories of raw materials, packaging supplies, semi-finished and finished goods, purchased supplies and other items that, in accordance with the Accounting Principles are treated as inventory and held by Dow primarily for use in the Business, excluding any inventories located at the Contract Manufacturing Sites.

“Investor Commitment Amount” has the meaning set forth in the Equity Commitment Letter.

“Investor Marketing Period” means the date beginning on the date of the Purchaser’s receipt of the Funding Notice and ending twenty (20) Business Days after such date.

“JV Adjustment Amount” means an amount equal to the sum of (a) the LG Dow Adjustment Amount; and (b) the Sumitomo Dow Adjustment Amount.

“JV Transfer Requirements” means (a) all consents of or approvals or waivers by any third party or any Governmental Authority (including the expiry or termination of any applicable waiting period, and any extension thereof) and any similar requirements that are necessary for the transfer of any Transferred JV Interest (other than Dow’s equity interests in Americas Styrenics) from Dow to a member of the Styron Group; and (b) the satisfaction of the condition set forth in Section 8.02(d) applicable to the Delayed Closing JV.

“JV Transferred Assets” means the Transferred Assets that relate to a Transferred JV Entity and that are identified on Schedule 1.01(g).

“Law” means any federal, national, supranational, state, provincial, local or administrative statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law), whether foreign or domestic.

“Lease” means all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which Dow holds any Leased Real Property.

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“Leased Rail Cars” means the rail cars leased by Dow and identified as such on Schedule 1.01(h).

“Leased Real Property” means the real property identified on Schedule 1.01(i).

“LG Dow” means LG Dow Polycarbonate Limited, a limited liability corporation (Chusik Hosea) organized under the laws of the Republic of Korea.

“LG Dow Adjustment Amount” means an amount equal to (a) the LG Dow Purchase Price, if the JV Transfer Requirements with respect to the transfer of Dow’s equity interests in LG Dow to a member of the Styron Group have not been satisfied on or prior to the Closing Date; or (b) $0, if such JV Transfer Requirements have been satisfied on or prior to the Closing Date.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, lease, agreement, arrangement, commitment or undertaking (excluding liabilities with respect to Taxes and Conveyance Taxes).

“Licensed Intellectual Property” means all Intellectual Property that Dow is licensed to use pursuant to the Transferred IP Agreements.

“Local Conveyances” means the contribution agreements, asset transfer agreements, share transfer agreements, in substantially the form of Exhibits A, B and C, respectively, (modified as required by applicable Law in the relevant jurisdictions), bills of sale, assignment and assumption agreements, real estate transfer documents and other documents among Dow (other than the Styron Holdcos or the Styron Subsidiaries), on the one hand, and the Styron Holdcos and the Styron Subsidiaries, on the other hand, pursuant to which the Transferred Assets and the Assumed Liabilities will be transferred to or assumed by the Styron Holdcos and the Styron Subsidiaries.

“Marketing Period” means the later to occur of (a) the first period of twenty (20) consecutive Business Days, beginning on the date of delivery of the Required Information to the Purchaser and (i) throughout which the Purchaser shall have the Required Information; and (ii) throughout and at the end of which the conditions set forth in Sections 8.02(b), 8.02(c) and 8.02(d) shall be satisfied and nothing shall have occurred and no condition shall exist that would cause any of the conditions set forth in Sections 8.02(b), 8.02(c) and 8.02(d) to fail to be satisfied assuming the Closing were to be scheduled for any time during such twenty (20) consecutive Business Day period; and (b) the date that is 45 days after the Purchaser has received the 2009 Historical Financial Statements pursuant to Section 5.07(b); provided, that the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is consummated.

“Material Adverse Effect” means any event, circumstance, change in or effect (any such item, an “Effect”) that (a) individually or, when taken together with all other Effects, is, or would reasonably be expected to be, materially adverse to the business, assets, results of operations or the financial condition of the Business, taken as a whole, or (b) prevents or

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materially delays the ability of the Seller to carry out its obligations under and to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”, or a breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect” (i) Effects that generally affect the industries or segments thereof in which the Business operates (including legal and regulatory changes); (ii) general business, economic or political conditions (or changes therein); (iii) Effects affecting the financial, credit or securities markets in the United States or in any other country or region in the world, including changes in interest rates or foreign exchange rates; (iv) changes resulting from the consummation of the transactions contemplated by, or the announcement of the execution of, this Agreement or any other Transaction Document (including the Restructuring Transactions), or actions taken at the request of the Purchaser, including (A) any actions of competitors; (B) any actions taken by or losses of employees, customers, distributors, suppliers, landlords, licensors, licensees, sub licensees or co-promotion or joint venture partners or any similar persons, including as a result of the identity of the Purchaser; (C) any delays or cancellations of orders for products or services; or (D) any actions taken pursuant to the requirements of this Agreement in connection with obtaining regulatory consents or approvals; (v) strikes, slowdowns or work stoppages; (vi) any Effect caused by acts of terrorism or war (whether or not declared), including any worsening thereof; (vii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions or other similar force majeure events occurring in any country or region in the world; (viii) changes or modifications in GAAP or applicable Law or the interpretation or enforcement thereof; (ix) the failure, by itself, of the Business to meet any internal or industry estimates, expectations, forecasts, projections or budgets for any period (it being understood that the facts and circumstances giving rise to such failure shall be considered in determining whether there has been a “Material Adverse Effect” or breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect”); (x) any Effect relating to or arising out of an Excluded Liability; and (xi) any matter set forth in the Seller Disclosure Schedule (but excluding any material worsening or deterioration of such matters); (provided, that in the cases of clauses (i), (ii), (iii), (v), (vi), (vii) and (viii), such Effects shall be considered in determining whether there has been a “Material Adverse Effect” or a breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect” to the extent that such Effects, individually or in the aggregate, have a materially disproportionate impact on the Business, taken as a whole, relative to other Persons operating in the same industries or segments thereof.

“Negotiated Documents” means, collectively, the Master Outsourcing Services Agreement, the Butadiene Sales Contract (Europe), the Benzene Sales Contract (Europe), the Ethylene Sales Contract (Europe) and the Latex Joint Venture Option Agreement.

“Neutral Accountant” means a nationally-recognized accounting firm chosen by lot (after excluding the accounting firms regularly used during the past three years by the Seller and the Purchaser).

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“Non-U.S. Employee” means any Business Employee who is employed primarily outside (or, in the case of any expatriate Business Employee, whose home country is outside) the United States immediately prior to the Closing, other than a Union Employee.

“Objection Deadline Date” means the date 30 days after delivery by the Seller to the Purchaser of the Initial Working Capital Statement.

“Owned Intellectual Property” means (a) the Registered Intellectual Property identified on Schedule 1.01(j); and (b) the unregistered Intellectual Property owned by Dow that is used or held for use primarily in connection with or arising primarily out of the Business, except, in the case of (b), to the extent such Intellectual Property is licensed under the MOD 5 Computerized Process Control Software Agreement, the Operating Systems and Tools License Agreement, patents specifically licensed under the Styron License Agreement, the INSPIRE Trademark License Agreement or the RAP Trademark License Agreement.

“Owned Rail Cars” means the rail cars owned by Dow and identified on Schedule 1.01(k).

“Owned Real Property” means the real property identified on Schedule 1.01(l).

“Partially Transferred Contracts” means, to the extent they relate to the Business, the rights of Dow under the contracts, commitments and other arrangements identified on Schedule 1.01(m).

“Period” means a taxable year or any other period of time which forms the basis on which any periodic liability for Tax is determined under any applicable statute, rule or regulation.

“Permitted Encumbrances” means (a) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings; (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of Dow or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation); (c) liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest which do not or would not materially impair the use or occupancy of the real property in the operation of the Business conducted thereon; (d) any Encumbrances that would be set forth in any title policies, endorsements, title commitments, title certificates and/or title reports relating to Dow’s interests in real property which do not or would not materially impair the use or occupancy of the real property in the operation of the Business conducted thereon and any zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities, in each case, which individually or in the aggregate do not materially impair the present use of the Transferred Assets or the leasehold interests in the Retained Sites; (e) all covenants, conditions, restrictions, easements, charges,

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rights-of-way, and other non-monetary Encumbrances of record set forth in any state, local or municipal recording or like office in a jurisdiction in which the Business is conducted which do not or would not materially impair the use or occupancy of such real property in the operation of the Business conducted thereon; (f) matters which would be disclosed by an accurate survey or inspection of the real property which do not materially impair the occupancy or current use of such real property which they encumber; (g) standard survey and title exceptions; (h) variations, if any, between tax lot lines and property lines; and (i) any easements, rights of way, access rights or any other Encumbrance on the Transferred Assets or the leasehold interests in the Retained Sites reserved for the benefit of Dow pursuant to the Transaction Documents or created in connection with the Restructuring Transactions.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Post-Closing Environmental Liabilities” means any Liability to the extent relating to or arising out of (a) any Releases of Hazardous Materials subsequent to the Closing in connection with the operations conducted at any Integrated Site or Standalone Site; (b) any Releases of Hazardous Materials subsequent to the Closing at, in, on or from any Integrated Site or Standalone Site; (c) any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were sent subsequent to the Closing from any Integrated Site or Standalone Site; (d) any exposure to Hazardous Materials at any Integrated Site or Standalone Site on or subsequent to the Closing and any exposure to any Hazardous Material included in any product or material sent or distributed from an Integrated Site or Standalone Site on or subsequent to the Closing; (e) any violation of or noncompliance with Environmental Laws or Environmental Permits occurring or existing subsequent to the Closing at any Integrated Site or Standalone Site or in connection with the operations conducted at any Integrated Site or Standalone Site; and (f) any Actions based upon any post-Closing violation of or post-Closing Liability under any Environmental Law or Environmental Permit brought with respect to any Integrated Site or Standalone Site or in connection with the operations conducted at any Integrated Site or Standalone Site subsequent to the Closing, in each case except for any post-Closing environmental obligation specifically imposed on Dow in any of the documents identified on Schedule 1.01(t).

“Post-Closing Period” means any Period that begins at or after the Closing Time, including for the avoidance of doubt the portion of any Straddle Period beginning after the Closing Time.

“Post-Closing Product Liabilities” means any Liability relating to or arising out of the manufacture, design, development, testing, importation, distribution, delivery, transport, storage, ownership, possession, marketing, labeling, packaging, sale, purchase, consignment or lease of products or inventory of the Business, the Styron Holdcos or the Styron Subsidiaries, or the provision of services with respect to such products or inventory, in each case to the extent arising from the operation of the Business on or after the Closing Date.

“Post-Closing Required Information” has the meaning set forth on Schedule 5.07.

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“Pre-Closing Environmental Liabilities” means any Liability to the extent relating to or arising out of (a) any Releases of Hazardous Materials prior to the Closing in connection with the operations conducted at any Integrated Site or Standalone Site; (b) any Releases of Hazardous Materials prior to the Closing at, in, on or from any Integrated Site or Standalone Site; (c) any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were sent prior to the Closing from any Integrated Site or Standalone Site; (d) any exposure to Hazardous Materials at any Integrated Site or Standalone Site prior to the Closing and any exposure to any Hazardous Material included in any product or material sent or distributed from an Integrated Site or Standalone Site prior to the Closing; (e) any violation of or noncompliance with Environmental Laws or Environmental Permits occurring or existing prior to the Closing at any Integrated Site or Standalone Site or in connection with the operations conducted at any Integrated Site or Standalone Site prior to the Closing; (f) any Actions based upon any pre-Closing violation of or pre-Closing Liability under any Environmental Law or Environmental Permit brought with respect to any Integrated Site or Standalone Site or in connection with the operations conducted at any Integrated Site or Standalone Site; and (g) any assessment, monitoring or remediation required by a Governmental Authority as a result of the transfer of any Integrated Site or Standalone Site as contemplated by this Agreement.

“Pre-Closing Period” means any taxable period ending at or prior to the Closing Time, including for the avoidance of doubt the portion of any Straddle Period ending at the Closing Time.

“Purchase Price Bank Account” means a bank account or accounts in the United States to be designated by the Seller in a written notice to the Purchaser at least five Business Days before the Closing.

“Purchaser Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date of this Agreement, delivered by the Purchaser to the Seller in connection with this Agreement.

“Rail Car Lease Agreements” means the rail car lease agreements and related agreements identified on Schedule 1.01(n).

“Rail Car Lease Assignment” means an assignment, assumption, consent and release agreement among the relevant Dow Entity, Styron Holdco or Styron Subsidiary and a Lessor pursuant to which (a) a Dow Entity assigns all of its rights under a Rail Car Lease Agreement (other than the Excluded Leases) with respect to certain Leased Rail Cars; (b) the relevant Styron Holdco or Styron Subsidiary accepts all such rights and assumes all obligations (to the extent such obligations arise on or after the Closing Date) of a Dow Entity arising under the Rail Car Lease Agreement with respect to such Leased Rail Cars; and (c) a Lessor consents to such assignment and assumption referred to in (a) and (b) above and releases such Dow Entity from any further obligation under the Rail Car Lease Agreement with respect to such Leased Rail Cars.

“Rail Car Partial Novation Agreement” means an agreement among the relevant Dow Entity, Styron Holdco or Styron Subsidiary and a Lessor pursuant to which a Rail Car Lease Agreement (other than the Excluded Leases) between a Dow Entity and the Lessor is

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extinguished with respect to the applicable Leased Rail Cars subject to such Rail Car Lease Agreement, and the relevant Styron Holdco or Styron Subsidiary acquires the rights and assumes the obligations (to the extent such obligations arise on or after the Closing Date) of such Dow Entity under such Rail Car Lease Agreement with respect to such Leased Rail Cars.

“Rail Car Sublease Agreement” means an agreement between the relevant Dow Entity and a Styron Holdco or a Styron Subsidiary pursuant to which a Dow Entity subleases one or more Leased Rail Cars pursuant to a Rail Car Lease Agreement (other than the Excluded Leases) to the relevant Styron Holdco or Styron Subsidiary.

“Registered” means issued by, registered or filed with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Regulations” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

“Release” means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into or upon any air, soil, sediment, subsurface strata, surface water or groundwater.

“Remedial Action” means any action to investigate, clean up, remove or remediate, or conduct remedial or corrective actions, including sampling and/or monitoring activities, with respect to, Hazardous Materials in the environment.

“Required Information” means the documents and information set forth on Schedule 1.01(o).

“Retained Facilities” means those facilities located at the Retained Sites and the Transferred Sites to be retained by a Dow Entity (other than a Styron Holdco or a Styron Subsidiary), as identified on Schedule 1.01(p).

“Retained Payables” means accounts payable of Dow accrued, whether or not in the ordinary course, prior to the Closing Date in connection with the conduct of the Business that are not transferred to the Styron Holdcos or the Styron Subsidiaries or that are otherwise retained by a Dow Entity (other than a Styron Holdco or a Styron Subsidiary).

“Retained Receivables” means accounts receivable of Dow accrued, whether or not in the ordinary course, prior to the Closing Date in connection with the conduct of the Business that are not transferred to the Styron Holdcos or the Styron Subsidiaries or that are otherwise retained by a Dow Entity (other than a Styron Holdco or a Styron Subsidiary).

“Retained Sites” means the land which relates to the Transferred Facilities, to be leased to a Styron Holdco or a Styron Subsidiary by a Dow Entity, as identified on Schedule 1.01(q).

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“Reviewed” means, with respect to unaudited financial statements, reviewed by Deloitte & Touche LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States) including PCAOB Section AU 722.

“SB Latex Products” means styrene-butadiene latexes, styrene-acrylate latexes, modified styrene-butadiene latexes and vinylidene-butadiene latexes sold by Dow into the following markets: (a) coated paper; (b) coated paperboard; (c) carpet; and (d) performance latex.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date of this Agreement, delivered by the Seller to the Purchaser in connection with this Agreement.

“Seller Note Amount” means $75,000,000.

“Seller Tax Group” means the Seller and, where the Seller is or was a member of any group of corporations and other entities having joint and several liability for Taxes, or for which Tax is or was determined on a consolidated, combined, group or unitary basis, such group of corporations and other entities.

“Seller Transaction Expenses” means all fees, commissions, costs and expenses incurred by any member of the Styron Group on its own behalf prior to the Closing or on behalf of the Seller or its Affiliates in connection with, related to or arising from the proposed sale of the Business including the consummation of the transactions contemplated hereby (including the legal, accounting, investment banking and brokerage fees).

“Seller’s Knowledge”, “Knowledge of the Seller” or similar terms used in this Agreement mean the actual (but not constructive or imputed) knowledge of the Persons identified on Schedule 1.01(r) as of the date of this Agreement without any implication of verification or investigation concerning such knowledge.

“Senior Lenders” means, collectively, Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., HSBC Bank USA, N.A. and HSBC Securities (USA) Inc.

“Specified Representations” means the representations and warranties set forth in Sections 3.01, 3.02(a) and 3.18.

“Standalone Sites” means the Transferred Sites identified on Schedule 1.01(s).

“Straddle Period” means any Period beginning prior to the Closing Time and ending after the Closing Time.

“Styron Equity Interests” means all of the limited liability company interests of Styron LLC and all of the equity interests of Styron Holding B.V.

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“Styron Group” means the Styron Holdcos and the Styron Subsidiaries, excluding the Transferred JV Entities.

“Styron Subsidiaries” means each of the Subsidiaries of the Styron Holdcos after giving effect to the Restructuring Transactions, excluding the Transferred JV Entities.

“Subsidiary” of any Person means any corporation, partnership, limited liability company, or other organization, whether incorporated or unincorporated, which is controlled by such Person.

“Sumitomo Dow” means Sumitomo Dow Limited, a Japanese corporation (Kabushiki Kaisha) organized under the laws of Japan.

“Sumitomo Dow Adjustment Amount” means an amount equal to (a) the Sumitomo Dow Purchase Price, if the JV Transfer Requirements with respect to the transfer of Dow’s equity interests in Sumitomo Dow to a member of the Styron Group have not been satisfied on or prior to the Closing Date; or (b) $0, if such JV Transfer Requirements have been satisfied on or prior to the Closing Date.

“Synthetic Lease” means the Rail Car Financing Lease Agreement (1204), dated as of December 13, 2004, between ABN AMRO Bank N.V. and the Seller, as supplemented by Lease Supplement No. 1 (US), dated as of December 13, 2004, Lease Supplement No. 4 (US), dated as of December 19, 2005, Amendment to Lease Supplement No. 4 (US) and Security Agreement Supplement No. 4, dated as of March 20, 2006, Lease Supplement No. 5 (US), dated as of March 21, 2006 and Lease Supplement No. 6 (US), dated as of May 18, 2006.

“Tangible Property” means the tangible machinery, equipment, vehicles, pipelines, wires and other tangible property of the Business, and, in the case of (a) and (b) below, fixtures, but excluding the real property (other than fixtures), in each case owned by Dow and used primarily by the Business (a) at the Transferred Sites; (b) at the Transferred Facilities; or (c) related to the manufacture and distribution of the In-Scope Products to the extent not falling within (a) or (b) (including the Owned Rail Cars but excluding any Leased Rail Cars and further excluding all assets or other properties located at the Contract Manufacturing Sites).

“Target Closing Date Working Capital Amount” means $616,500,000.

“Tax” or “Taxes” means all (i) income, capital gain, gross receipts, windfall profits, severance, property, production, ad valorem, sales, use, transfer, conveyance, stamp, recording, license, excise, net worth, franchise, capital, employment, withholding, social security contributions and other taxes, duties and similar imposts, however denominated, together with any interest, additions or penalties in respect thereof, imposed by any Taxing Authority (but excluding any Conveyance Taxes); and (ii) any liability for the payment of any amount of a type described in clause (i) arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto.

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“Tax Benefit” means the excess, if any, of (a) the amount by which the actual Tax liability (after giving effect to any alternative minimum or similar Tax) of a Person is reduced (including, without limitation, by or as a result of a deduction, increase in basis, entitlement to refund, credit or otherwise, as applicable) as the result of a payment that gives rise to an indemnification obligation under Section 7.01 over (b) the amount by which the actual Tax liability (after giving effect to any alternative minimum or similar Tax) of a Person is increased (including by, or as a result of, the inclusion in income, loss of a deduction, decrease in basis, loss of a refund or credit or otherwise, as applicable) as a result of the receipt of any indemnity payment received pursuant to Section 7.01.

“Tax Detriment” shall mean the excess, if any, of (a) the amount by which the actual Tax liability of a Person is increased as the result of the receipt of a payment made pursuant to Section 7.01 over (b) the amount by which the actual Tax liability of such Person is decreased as a result of payment that gave rise to the indemnification obligation pursuant to such Section, taking into account the principles of the definition of “Tax Benefit”.

“Tax Returns” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) filed, or required to be filed, with a Governmental Authority with respect to Taxes.

“Taxing Authority” means any governmental authority that is responsible for the administration or imposition of any Tax, including, any federal, national, international, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission and any court, tribunal or judicial or arbitral body empowered to issue binding decisions.

“Transaction Documents” means this Agreement, the Local Conveyances and each of the documents identified on Schedule 1.01(t).

“Transferred Assets” means, subject to Sections 2.06 and 5.05 and Schedule 5.05 and to the extent transferable, all of Dow’s right, title and interest in and to the following assets (a) the Owned Real Property, all rights of Dow in respect of the Leased Real Property and the Appurtenant Real Property; (b) the Transferred Facilities; (c) the Tangible Property; (d) all accounts receivable arising exclusively in connection with the Business that are actually transferred to the Styron Holdcos or the Styron Subsidiaries; (e) the Inventory; (f) the Owned Intellectual Property; (g) the Transferred Contracts and the Partially Transferred Contracts; (h) the Transferred Information; (i) the Transferred Records; (j) the Transferred JV Interests; (k) the Goodwill; and (l) the municipal, state and federal permits, licenses, agreements and authorizations to the extent held and used by Dow exclusively in connection with the Business, in each case of (a) - (l) above, excluding any Excluded Assets.

“Transferred Contracts” means the rights of Dow under the contracts, commitments, and other agreements identified on Schedule 1.01(u).

“Transferred Employees” means (a) Business Employees whose employment transfers from the Seller or an Affiliate of the Seller to a Styron Holdco or a Styron Subsidiary as of or prior to the Closing pursuant to applicable Law and who remain employed by a Styron

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Holdco or a Styron Subsidiary as of the Closing Date; (b) Business Employees who accept an offer of employment from a Styron Holdco or a Styron Subsidiary as of or prior to the Closing and who become employees of a Styron Holdco or a Styron Subsidiary as of the Closing Date (or upon return from an approved leave of absence within six months of the Closing Date or such later date as provided by Law, as provided in Section 2.1 of Schedule 6); and/or (c) Business Employees employed by a Styron Holdco or a Styron Subsidiary after giving effect to the Restructuring Transactions and who remain employed by a Styron Holdco or a Styron Subsidiary as of the Closing Date.

“Transferred Facilities” means the manufacturing facilities at the Retained Sites, as identified on Schedule 1.01(v).

“Transferred Information” means sales and promotional literature, customer lists and other sales-related materials, in each case primarily used or held for use in the Business and in the possession of Dow; provided that the Seller may redact any information not related to the Business and may retain a copy (at the Seller’s expense) of any Transferred Information.

“Transferred IP Agreements” means the licenses of Intellectual Property identified on Schedule 1.01(w).

“Transferred JV Entities” means (a) Americas Styrenics; (b) LG Dow; and (c) Sumitomo Dow.

“Transferred JV Interests” means the equity interests in the Transferred JV Entities held, directly or indirectly, by Dow (inclusive, in the case of Americas Styrenics, of the rights and obligations of Dow Brasil Sudeste Industrial LTDA under that certain Complementary Special Partnership Agreement, dated as of May 1, 2008, as the same may be amended, supplemented or otherwise modified).

“Transferred Records” means all books of account, general, financial records, invoices, shipping records, supplier lists, Tax records that are required by applicable Law to be transferred to the Styron Holdcos and the Styron Subsidiaries, correspondence and other documents, records and files, in each case primarily related to the Business; provided, that if any Transferred Records contain any information not related to the Business, the Seller may redact such information from the Transferred Records prior to the delivery of the Transferred Records to the Purchaser and may retain a copy of any Transferred Records.

“Transferred Sites” means the Owned Real Property and the Leased Real Property.

“Union” means each union that has entered into a Union Contract.

“Union Contract” means each collective bargaining agreement set forth in Section 3.13 of the Seller Disclosure Schedule.

“Union Employee” means an employee who is represented by a Union and whose terms and conditions of employment are subject to a Union Contract.

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“Unpaid Indebtedness” means the aggregate amount of the Indebtedness set forth on Section 3.06(a) of the Seller Disclosure Schedule that remains outstanding as of the Closing.

“Unresolved Objections” means the objections set forth on the Seller’s Notice of Disagreement delivered to the Purchaser pursuant to Section 2.07 that remain unresolved pursuant to Section 2.07(d)(iii).

“U.S. Employee” means any Business Employee who is employed primarily in (or, in the case of any expatriate Business Employee, whose home country is) the United States immediately prior to the Closing, other than a Union Employee.

“Vendor Due Diligence Report” means the legal due diligence report provided to the Purchaser in connection with the transactions contemplated by this Agreement.

“WC Payment Amount” means an amount equal to $55,000,000.

SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Additional Credit Support”	5.09
“Alternative Financing”	5.10(a)
“Alternative Financing Agreements”	5.10(b)
“Alternative Financing Commitment”	5.10(a)
“Closing”	2.03(a)
“Closing Date”	2.03(a)
“Closing Employee Liabilities Overpayment”	2.07(f)(i)
“Closing Employee Liabilities Underpayment”	2.07(f)(ii)
“Closing Overpayment”	2.07(e)(ii)
“Closing Underpayment”	2.07(e)(i)
“Confidentiality Agreement”	5.03(a)
“Contest”	7.05(b)
“Credit Support Instruments”	5.09
“Delayed Closing”	2.06(b)
“Delayed Closing Date”	2.06(b)
“Delayed Closing JV”	2.06(a)
“Disputed Items”	2.07(c)
“Environmental Losses”	9.07(c)
“ERISA”	3.12(a)
“Estimated Closing Date Working Capital Amount”	2.03(b)
“Estimated Employee Liabilities Amount”	2.03(b)
“Existing Stock”	5.06(b)
“Financing”	4.05(a)
“Financing Agreements”	5.10(a)
“Financing Commitments”	4.05(a)
“Funding Notice”	10.02(c)
“Ground Leases”	3.11(d)

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Definition	Location
“Guarantee”	4.05(c)
“Guarantor”	4.05(c)
“Improvements”	3.11(g)
“Indemnification Event”	7.05(a)
“Investors”	4.05(a)
“Investor Financing”	4.05(a)
“Investor Financing Commitment”	4.05(a)
“Lessor”	Schedule 5.05
“LG Dow Purchase Price”	Schedule 1.02(a)
“Liability Cap”	10.02(b)
“Loss”	9.02
“Material Contracts”	3.15(a)
“Material Permits”	3.09(b)
“Mezzanine Debt Financing”	4.05(a)
“Mezzanine Debt Financing Commitment”	4.05(a)
“Mezzanine Lender”	4.05(a)
“Most Cost-Effective Manner”	9.07(a)(iii)
“Non-Recourse Party”	10.02(a)
“Non-U.S. Dow Plans”	3.12(b)
“Notice of Acceptance”	2.07(c)
“Notice of Disagreement”	2.07(c)
“Partial Novation”	Schedule 5.05
“Plans”	3.12(b)
“Pre-Closing Taxes”	7.01(a)
“Purchase Price”	2.02(a)
“Purchaser”	Preamble
“Purchaser Group”	5.09
“Purchaser Indemnified Party”	9.02
“Rail Car Marks”	5.06(e)
“Refund”	7.03(a)
“Reimbursed Matter”	9.06
“Restricted Period”	5.15(a)
“Restructuring Transactions”	Schedule 5.05
“Retained Names and Marks”	5.06(a)
“Section 10.01(f) Notice”	10.02(c)
“Seller”	Preamble
“Seller Indemnified Party”	9.03(a)
“Senior Debt Financing”	4.05(a)
“Senior Debt Financing Commitment”	4.05(a)
“Straddle Environmental Liability”	9.07(d)
“Styron Holdcos”	Preamble
“Sumitomo Dow Purchase Price”	Schedule 1.02(b)
“Termination Date”	10.01(a)
“Termination Fee”	10.02(a)

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Definition	Location
“Third-Party Claim”	9.05(b)
“U.S. Dow Plans”	3.12(a)
“WARN Act”	3.13(d)

SECTION 1.03. Interpretation and Rules of Construction.

(a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

(ii) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(iii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(vii) references to any Person are also to its successors and permitted assigns;

(viii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(ix) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

(b) Notwithstanding anything to the contrary contained in the Disclosure Schedules, in this Agreement or in the other Transaction Documents, the information and disclosures contained in any Section of a Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or disclosure of

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any item or other matter in any Section of this Agreement, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

ARTICLE II

SALE AND PURCHASE

SECTION 2.01. Sale and Purchase of the Styron Equity Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, or shall cause its relevant Subsidiaries to sell, to the Purchaser, and the Purchaser shall purchase from the Seller and each such Subsidiary, the Styron Equity Interests, free and clear of all Encumbrances (other than restrictions under applicable securities laws).

SECTION 2.02. Purchase Price; Allocation of Purchase Price.

(a) Subject to adjustment pursuant to Sections 2.06 and 2.07, the purchase price for the Styron Equity Interests shall be $1,630,000,000 (the “Purchase Price”).

(b) The allocation of the Purchase Price (i) between the Styron Equity Interests; and (ii) among the Transferred Assets and any other relevant items, shall be made in accordance with the principles of Section 1060 of the Code and the Regulations thereunder. The Seller and the Purchaser shall co-operate in good faith to mutually agree the allocation of the Purchase Price (in each case, taking into account the valuation of the Business prepared by American Appraisal Associates, Inc.). The Seller and the Purchaser agree that, unless otherwise required by Law, for all Tax purposes, including Conveyance Tax purposes, the sale and purchase of the Styron Equity Interests (and any transfers pursuant to the Restructuring Transactions) will be reported in a manner that is consistent with the relevant allocation determined above and that neither of them (nor any of their respective Affiliates) will take any position inconsistent therewith on any Tax Return or otherwise.

SECTION 2.03. Closing.

(a) Subject to the terms and conditions of this Agreement, the sale and purchase of the Styron Equity Interests contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 a.m. New York time on the third Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing, and subject to the satisfaction or waiver of such conditions) or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing, and

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subject to the satisfaction or waiver of such conditions), the Closing shall occur on the earlier to occur of (i) a date during the Marketing Period specified by the Purchaser on no less than three Business Days’ notice to the Seller; and (ii) the first Business Day immediately following the final day of the Marketing Period (subject in each case to the satisfaction or waiver of all of the conditions set forth in Article VIII for the Closing as of the date determined pursuant to this proviso), or such other date, time or place as agreed in writing by the parties hereto. The day on which the Closing takes place being the “Closing Date”.

(b) No later than five Business Days prior to the scheduled Closing Date, the Seller shall deliver to the Purchaser a notice that (i) sets forth the Seller’s good faith estimate of the Closing Date Working Capital Amount (the “Estimated Closing Date Working Capital Amount”), and includes supporting documentation therefor; and (ii) sets forth the Employee Liabilities Amount (the “Estimated Employee Liabilities Amount”).

(c) Notwithstanding anything to the contrary set forth herein, if the Estimated Closing Date Working Capital Amount is greater than the Target Closing Date Working Capital Amount, then the Estimated Closing Date Working Capital Amount shall be deemed to be equal to the Target Closing Date Working Capital Amount for purposes of calculating the Closing Date Payment and any subsequent adjustment to the Purchase Price pursuant to Section 2.07(e).

SECTION 2.04. Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(a) executed counterparts of instruments of assumption and assignment to vest in the Purchaser all rights, title and interest in and to the Styron Equity Interests;

(b) executed counterparts of each Transaction Document which is to be executed at the Closing and to which a Dow Entity is a party;

(c) a receipt for the Closing Date Payment;

(d) the certificate referenced in Section 8.02(a)(iv); and

(e) a certificate of the non-foreign status of the Seller pursuant to Section 1.1445-2(b)(2) of the Regulations.

SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller:

(a) the Closing Date Payment by wire transfer in immediately available funds to the Purchase Price Bank Account;

(b) executed counterparts of instruments of assumption and assignment to vest in the Purchaser all rights, title and interest in and to the Styron Equity Interests;

(c) executed counterparts of each Transaction Document which is to be executed at the Closing and to which the Purchaser or any of its Affiliates is a party;

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(d) the certificate referenced in Section 8.01(a)(iii);

(e) a promissory note in an original principal amount equal to the Seller Note Amount, on the terms set forth on Exhibit TT and other mutually agreeable terms; and

(f) the Holdco Equity Interests, for an aggregate purchase price equal to the Dow Investment Amount and on the terms set forth on Exhibit SS and other mutually agreeable terms, if and only if the Seller provides a written notice to the Purchaser within 30 days after the date of this Agreement, specifying whether it elects to purchase Holdco Equity Interests at Closing and the amount of the Dow Investment Amount (provided that such written notice shall be irrevocable upon receipt by the Purchaser).

SECTION 2.06. Delayed Closings.

(a) Notwithstanding anything to the contrary contained in this Agreement but subject to Article X, in the event that all of the conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing and other than conditions relating to JV Transfer Requirements) have been satisfied, but a JV Transfer Requirement with respect to any of the Transferred JV Entities has not been satisfied (each such entity, a “Delayed Closing JV”), the Closing shall occur other than with respect to each such Delayed Closing JV and the related JV Transferred Assets. The equity interests in each Delayed Closing JV and the related JV Transferred Assets shall not be transferred to the Styron Group at or prior to the Closing and shall not constitute “Transferred Assets” unless subsequently transferred to the Styron Group at a Delayed Closing pursuant to this Section 2.06. Prior to the occurrence of a Delayed Closing, each Delayed Closing JV and the related JV Transferred Assets shall be held for the account of Dow and Dow shall remain entitled to all the benefits associated with the ownership of the equity interests in such Delayed Closing JV and the related JV Transferred Assets; provided, the Seller will hold in trust for the benefit of the Purchaser the amount of any Distributions from the date of this Agreement until the first anniversary of the Closing in an interest bearing account and will transfer such amounts to the Purchaser at the Delayed Closing; provided, however, the Seller will retain the amount of such Distributions if the JV Transfer Requirements with respect to a Delayed Closing JV are not satisfied on or prior to the first anniversary of the Closing Date.

(b) If, prior to the first anniversary of the Closing Date, the JV Transfer Requirements with respect to a Delayed Closing JV are satisfied and the Seller confirms in writing the satisfaction of such JV Transfer Requirements, the sale and purchase of the Transferred JV Interests in such Delayed Closing JV and the related JV Transferred Assets shall take place at a closing (each such closing, a “Delayed Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 a.m. New York time on the fifth Business Day following the Purchaser’s receipt of the written confirmation from the Seller regarding the satisfaction of the JV Transfer Requirements applicable to such Delayed Closing JV or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing (each day on which a Delayed Closing takes place, being a “Delayed Closing Date”).

(c) At each Delayed Closing, the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such documents and other instruments, as may be

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reasonably necessary to transfer the Transferred JV Interests in the applicable Delayed Closing JV and the related JV Transferred Assets to a member of the Styron Group and the Purchaser shall deliver to the Seller by wire transfer in immediately available funds to the Purchase Price Bank Account the applicable Delayed Closing Purchase Price.

(d) Notwithstanding anything contained herein to the contrary, the JV Transfer Requirements shall be the only conditions required to be satisfied or waived prior to a Delayed Closing in order to consummate the transactions contemplated by this Section 2.06 with respect to any Delayed Closing JV. From the Closing Date to the Delayed Closing Date, the parties hereto shall continue to comply with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing in respect of the Delayed Closing JVs and, unless the context clearly requires otherwise and except for purposes of Article VII, all references in this Agreement to the “Closing” or the “Closing Date” shall, with respect to any Delayed Closing JV, be deemed to refer to the Delayed Closing or the Delayed Closing Date for each such Delayed Closing JV, respectively. With respect to any Delayed Closing JV that is acquired by the Purchaser pursuant to Section 2.06, all references in Article IX to the “Closing” or the “Closing Date” shall, with respect to such Delayed Closing JV, be deemed to refer to the Delayed Closing or the Delayed Closing Date for such Delayed Closing JV.

(e) During the period from the Closing Date to the earlier of (i) the applicable Delayed Closing Date; and (ii) the first anniversary of the Closing Date, the parties hereto shall, and shall cause their respective Affiliates to, cooperate fully and use reasonable best efforts to take such actions with respect to each Delayed Closing JV as may be reasonably requested by the other parties hereto in order to permit the transfer of the Delayed Closing JVs and the related JV Transferred Assets in accordance with this Section 2.06.

(f) In the event any JV Transfer Requirements have not been satisfied with respect to a Delayed Closing JV on or prior to the first anniversary of the Closing Date, thereafter, the Seller shall not have any further obligation with respect to the JV Transfer Requirements or to transfer the equity interests in any such Delayed Closing JV or the related JV Transferred Assets and all obligations of the parties hereto with respect to any such Delayed Closing JV and the related JV Transferred Asset shall terminate.

SECTION 2.07. Adjustment of the Purchase Price.

(a) Within 60 days after the Closing Date, the Seller shall prepare and deliver to the Purchaser (i) the Initial Working Capital Statement; and (ii) the Initial Employee Liabilities Statement.

(b) At all reasonable times during the 30 day period immediately following the Purchaser’s receipt of the Initial Working Capital Statement and the Initial Employee Liabilities Statement until the Objection Deadline Date, the Seller shall (i) provide or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser (subject to the execution and delivery by the Purchaser of any reasonable acknowledgement or reliance letter required by the Seller’s accountants), during normal business hours, reasonable access to the books, records and working

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papers of the Seller relating to the Initial Working Capital Statement and the Initial Employee Liabilities Statement reasonably requested by the Purchaser; and (ii) during normal business hours, make reasonably available to the Purchaser and its representatives the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Initial Working Capital Statement and the Initial Employee Liabilities Statement, in order to respond to the inquiries of the Purchaser related thereto, and shall cooperate with the Purchaser in connection with the analysis of the Initial Working Capital Statement and the Initial Employee Liabilities Statement.

(c) The Purchaser shall deliver to the Seller by the Objection Deadline Date either a notice indicating that the Purchaser accepts the Initial Working Capital Statement and the Initial Employee Liabilities Statement (“Notice of Acceptance”) or a statement describing in reasonable detail its objections to the Initial Working Capital Statement or the Initial Employee Liabilities Statement (“Notice of Disagreement”); provided, that any objections must be on the grounds that (i) the Initial Working Capital Statement was not determined in accordance with Schedule 2.07; (ii) the Initial Employee Liabilities Statement was not determined in accordance with the definition of Employee Liabilities Amount; or (iii) the Initial Working Capital Statement or the Initial Employee Liabilities Statement was arrived at based on mathematical or clerical error. If the Purchaser delivers to the Seller a Notice of Acceptance with respect to the Initial Working Capital Statement or the Initial Employee Liabilities Statement, or the Purchaser does not deliver a Notice of Disagreement on or before the Objection Deadline Date with respect to the Initial Working Capital Statement or the Initial Employee Liabilities Statement, then, effective as of the earlier of the date of delivery of such Notice of Acceptance and the end of the Objection Deadline Date, the Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement and the Initial Employee Liabilities Statement shall be deemed to be the Final Employee Liabilities Statement. If the Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (the “Disputed Items”), and all other matters included in the Initial Working Capital Statement shall be final and binding upon the parties hereto.

(d) The Disputed Items set forth on the Notice of Disagreement shall be resolved as follows:

(i) The Seller and the Purchaser shall first use commercially reasonable efforts to resolve such Disputed Items.

(ii) Any resolution by the Seller and the Purchaser as to such Disputed Items shall be final and binding on the parties hereto.

(iii) If the Seller and the Purchaser do not reach a resolution of all Disputed Items set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections.

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(iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections based on information provided by the Seller and the Purchaser and shall be instructed not to otherwise investigate such matters independently. The Seller and the Purchaser shall request that the Neutral Accountant make a final determination (which determination shall be binding on the parties hereto) of the Closing Date Working Capital Amount and the Employee Liabilities Amount within 30 days from the date the Unresolved Objections were submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement and the Final Employee Liabilities Statement. During the 30-day review by the Neutral Accountant, the Seller and the Purchaser shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination.

(v) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the parties hereto. The parties hereto agree that the procedure set forth in this Section 2.07(d) for resolving disputes with respect to the Initial Working Capital Statement, the Closing Date Working Capital Amount, the Initial Employee Liabilities Statement and the Employee Liabilities Amount shall be the sole and exclusive method for resolving any such disputes.

(vi) The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally.

(e) The Initial Working Capital Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Working Capital Statement and be binding on the parties hereto for the purposes of this Section 2.07 upon the earliest to occur of (i) the delivery by the Purchaser of the applicable Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement with respect to the Initial Working Capital Statement by the Objection Deadline Date pursuant to Section 2.07(c); (ii) the resolution of all Disputed Items by the Seller and the Purchaser pursuant to Section 2.07(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.07(d)(iv) by the Neutral Accountant. Within five Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows:

(i) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement exceeds the Estimated Closing Date Working Capital Amount (such difference, the “Closing Underpayment”) by an amount equal to at least $500,000, the Purchaser shall, or shall cause a member of the Styron Group to pay to the Seller within five Business Days of the final determination of the Closing Date Working Capital Amount an amount equal to such Closing Underpayment by wire transfer of immediately available funds to the Purchase Price Bank Account.

(ii) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement is less than the Estimated Closing Date Working Capital Amount (such difference, the “Closing Overpayment”) by an amount equal to at least

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$500,000, the Seller shall pay to the Purchaser within five Business Days of the final determination of the Closing Date Working Capital Amount an amount equal to such Closing Overpayment by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser (such designation to be made at least three Business Days prior to the day on which such payment is due).

(iii) For the avoidance of doubt, if the Closing Underpayment or the Closing Overpayment described in clauses (i) or (ii) above is less than $500,000, the Purchase Price shall not be adjusted and no payments shall be due under this Section 2.07.

(f) The Initial Employee Liabilities Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Employee Liabilities Statement and be binding on the parties hereto for the purposes of this Section 2.07 upon the earliest to occur of (i) the delivery by the Purchaser of the applicable Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement with respect to the Initial Employee Liabilities Statement by the Objection Deadline Date pursuant to Section 2.07(c); (ii) the resolution of all Disputed Items by the Seller and the Purchaser pursuant to Section 2.07(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.07(d)(iv) by the Neutral Accountant. Within five Business Days after the Final Employee Liabilities Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows:

(i) If the Employee Liabilities Amount as shown on the Final Employee Liabilities Statement is less than the Estimated Employee Liabilities Amount (such difference, the “Closing Employee Liabilities Overpayment”) by an amount equal to at least $500,000, the Purchaser shall, or shall cause a member of the Styron Group to pay to the Seller within five Business Days of the final determination of the Employee Liabilities Amount an amount equal to such Closing Employee Liabilities Overpayment by wire transfer of immediately available funds to the Purchase Price Bank Account.

(ii) If the Employee Liabilities Amount as shown on the Final Employee Liabilities Statement exceeds the Estimated Employee Liabilities Amount (such difference, the “Closing Employee Liabilities Underpayment”) by an amount equal to at least $500,000, the Seller shall pay to the Purchaser within five Business Days of the final determination of the Employee Liabilities Amount an amount equal to such Closing Employee Liabilities Underpayment by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser (such designation to be made at least three Business Days prior to the day on which such payment is due).

(g) For the avoidance of doubt, if the Closing Employee Liabilities Overpayment or the Closing Employee Liabilities Underpayment described in clauses (i) or (ii) of Section 2.07(f) is less than $500,000, the Purchase Price shall not be adjusted and no payments shall be due under this Section 2.07.

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(h) Any payment required to be made pursuant to this Section 2.07 shall bear interest from the Closing Date through and including the date of payment at the Interest Rate. Adjustments made pursuant to this Section 2.07 shall be netted against each other.

(i) If the WC Payment Amount is not paid to the Seller at the Closing, then the Purchaser shall pay the WC Payment Amount to the Seller on the tenth Business Day after the Closing Date by wire transfer in immediately available funds to the Purchase Price Bank Account.

(j) To the extent that any of the parties hereto or any of their respective Affiliates have any obligation under this Agreement or any of the other Transaction Documents to indemnify or to make any other payment, no amount with respect to a matter to which such obligation or payment relates shall be included in the calculation of the Closing Date Working Capital Amount or the Employee Liabilities Amount. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Working Capital Amount or the Employee Liabilities Amount.

(k) If the delivery deadline date for the Initial Working Capital Statement, the Initial Employee Liabilities Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLER

The Seller hereby represents and warrants to the Purchaser, subject to such exceptions as are disclosed in writing in the Seller Disclosure Schedule, as follows:

SECTION 3.01. Organization, Authority and Qualification. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Styron LLC is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Styron Holding B.V. is a limited liability company (besloten vennootschap) duly organized and validly existing under the Laws of the Netherlands and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Seller and the Styron Holdcos of this Agreement, the performance by the Seller and the Styron Holdcos of their respective obligations hereunder and the consummation by the Seller and the Styron Holdcos of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller and the Styron Holdcos. This Agreement has been duly executed and delivered by the Seller and the Styron Holdcos, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller

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and the Styron Holdcos, enforceable against the Seller and the Styron Holdcos in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 3.02. Ownership of Styron Group.

(a) As of immediately preceding the Closing Time: (i) Dow will be the record and beneficial owner of, and will have good and valid title to, all of the Styron Equity Interests, in each case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) the Styron Holdcos will be the beneficial owner, directly or indirectly, of all of the capital stock or other ownership interests of each member of the Styron Group (other than the Styron Holdcos) (other than director nominee shares and other de minimis ownership interests held by third parties to the extent required to comply with applicable Law), in each case free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; and (iii) there will be no outstanding options, warrants, convertible or exchangeable securities or other rights, appreciation rights, “phantom” units, performance units or similar securities, agreements, subscriptions, arrangements or commitments relating to the Styron Equity Interests or any other capital stock or other ownership interests of any member of the Styron Group.

(b) As of the Closing Time, all of the Styron Equity Interests, the capital stock or other ownership interests of each other member of the Styron Group will have been duly authorized and validly issued and, to the extent such concepts are applicable, will be fully paid and non-assessable, and none of the Styron Equity Interests, any of the capital stock or other ownership interests of any other member of the Styron Group will have been issued in violation of, and none of the Styron Equity Interests, any capital stock or other ownership interests of any other members of the Styron Group will be subject to, any preemptive or subscription rights. Prior to the transfer of any of the Transferred JV Interests on the Closing Date or any Delayed Closing Date, Dow shall have satisfied in full or otherwise received waivers from any applicable owners of the Transferred JV Entities of any right of first refusal or other consent requirement necessary to be obtained under the governing documents of such Transferred JV Entity. At the Closing, the Seller will, or will cause one of its Subsidiaries to, have, and to deliver to the Purchaser good and valid title to the Styron Equity Interests, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws.

SECTION 3.03. No Conflict. Assuming compliance with the pre-merger notification and waiting period requirements of the HSR Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 3.04, and except as may result from any facts or circumstances relating solely to the Purchaser or its Affiliates, the execution, delivery and performance by the Seller and the Styron Holdcos of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws of the Seller or the applicable organizational documents of the Styron Holdcos; (b) conflict with or violate any material Law or material Governmental Order applicable to the Seller or the Styron Holdcos; (c) conflict in any material respect with, result in any material breach of, constitute a material default (or an event

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which, with or without the giving of notice or lapse of time, or both, could become a material default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Material Contract to which Dow is a party or any member of the Styron Group is a party.

SECTION 3.04. Governmental Consents and Approvals. The execution, delivery and performance by the Seller and the Styron Holdcos of this Agreement do not and will not require any consent, approval, authorization or other order or declaration of, action by, filing with, notification to or permit from, any Governmental Authority, other than (a) compliance with, and filings under, the HSR Act; (b) any additional consents, approvals, authorizations, filings and notifications under any other applicable antitrust, competition, or trade regulation Law, to the extent the failure to obtain any such consent, approval, authorization or action, or to make any such filing or notification, would not prevent or materially delay the consummation by the Seller of the transactions contemplated by this Agreement or would not have a Material Adverse Effect; (c) consents, approvals, authorizations or other orders or declarations of, actions by, filings with, notifications to or permits from any Governmental Authority relating to the Restructuring Transactions or the creation of the leasehold interests at the Retained Sites; (d) any JV Transfer Requirements; or (e) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or any of its Affiliates.

SECTION 3.05. Financial Information.

(a) True and complete copies of the Financial Statements and the Business Financial Statements have been made available by the Seller to the Purchaser and are set forth on Schedule 1.01(f).

(b) The Financial Statements, subject to the notes thereto (i) were properly derived from the books and records of the Seller; (ii) present fairly in all material respects the assets of the Business to be sold and the related revenues, direct expenses and equity in earnings of the non-consolidated affiliates of the Business, as such Business was operated by the Seller, as of the dates thereof or for the periods covered thereby; and (iii) were prepared in accordance with the Accounting Principles, consistently applied.

(c) The 2009 Historical Financial Statements, when prepared and delivered to the Purchaser, (i) will be properly derived and prepared from the books and records of the Seller; (ii) will present fairly in all material respects the assets of the Business to be sold and the related revenues, direct expenses and equity in earnings of the non-consolidated affiliates of the Business, as such Business was operated by the Seller, as of the dates thereof or for the period covered thereby; and (iii) will be prepared in accordance with the Accounting Principles, consistently applied.

(d) The Business Financial Statements (i) were properly derived and prepared from the books and records of the Seller; (ii) include the adjustments set forth on Appendix I to Schedule 1.01(o); and (iii) present fairly in all material respects the results of operations of the Business on a pro forma basis, for the periods covered thereby.

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SECTION 3.06. Indebtedness; Undisclosed Liabilities. (a) Section 3.06 of the Seller Disclosure Schedule sets forth a true and complete schedule of the Indebtedness of the Styron Group as of the close of business on the Business Day immediately prior to the Closing Date.

(e) As of the Closing Date, the Styron Group and, to the Seller’s Knowledge the Transferred JV Entities, will not have any material Liabilities of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except: (i) for the Assumed Liabilities; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2009 and (iii) the Current Liabilities.

SECTION 3.07. No Material Adverse Effect. Since December 31, 2008, (i) except for the Restructuring Transactions, Dow has operated the Business in the ordinary course of business, consistent with past practice, in all material respects; and (ii) there has not occurred any event or condition that individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Litigation. As of the date of this Agreement, there is no Action by or against Dow and relating to the Business pending or, to the Seller’s Knowledge, threatened before any Governmental Authority, that individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

SECTION 3.09. Compliance with Laws; Permits.

(a) Except with respect to Environmental Laws, Dow as of the date of this Agreement, conducts the Business (including, for all purposes of this Section 3.09, each member of the Styron Group and to the Seller’s Knowledge each of the Transferred JV Entities) in all material respects in accordance with all material Laws and Governmental Orders applicable to the Business, and Dow is, as of the date of this Agreement, not in violation in any material respect of any such material Law or Governmental Order applicable to the Business.

(b) On or prior to the Closing, all material governmental licenses, franchises, permits, approvals, authorizations, exemptions, certificates, registrations and similar material documents, authorizations or instruments necessary or required for the conduct of the Business as presently operated and conducted (“Material Permits”) shall have been obtained and will be valid and in full force and effect, all material fees and charges with respect to such Material Permits shall have been paid in full, and no event shall have occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or material limitation of any such Material Permit.

SECTION 3.10. Intellectual Property.

(a) To the Seller’s Knowledge, (i) the conduct of the Business does not infringe, misappropriate, or violate any valid, enforceable and unexpired Intellectual Property of any other Person; (ii) each item of Registered Owned Intellectual Property that is material to the Business is valid and enforceable; and (iii) no Person is engaging in any activity that infringes,

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misappropriates, or violates any Owned Intellectual Property in a manner that would reasonably be expected to be material to the Business.

(b) A Dow Entity is the exclusive owner of each item of Registered Owned Intellectual Property, free and clear of any Encumbrances other than Permitted Encumbrances.

(c) As of the date of this Agreement, there is no Action initiated by any other Person pending or, to the Seller’s Knowledge, threatened in writing against Dow (i) alleging that the conduct of the Business infringes, misappropriates, or violates the Intellectual Property of another Person; or (ii) challenging or seeking to restrict the ownership right of a Dow Entity in, or the right of a Dow Entity to use, the Business Intellectual Property or to restrict the right of a Dow Entity to use any Intellectual Property to be exclusively licensed to Purchaser pursuant to the Styron License Agreement; provided, that, for the purposes of this Section 3.10(c), any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to Dow shall be deemed to be “threatened” rather than “pending”.

(d) All currently due maintenance fees, annuities, or renewal fees for the Registered Owned Intellectual Property that is material to the Business have been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the applicable Governmental Authority for the purposes of maintaining such Intellectual Property.

(e) The Dow Entities have taken commercially reasonable measures consistent with industry standards to protect the confidentiality of trade secrets and confidential information included in the Owned Intellectual Property, including entering into confidentiality agreements with third parties having access to such trade secrets and confidential information.

(f) The representations and warranties contained in this Section 3.10 are the only representations and warranties being made by the Seller in this Agreement with respect to any activity that constitutes, or otherwise relates to, infringement, misappropriation or other violation of Intellectual Property.

SECTION 3.11. Real Property.

(a) Schedule 1.01(l) sets forth the address of each Owned Real Property. A Dow Entity has good and marketable fee simple title to such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances.

(b) Other than the right of the Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(c) Schedule 1.01(i) sets forth the address of each Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property. Dow has delivered to the Purchaser a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on

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Section 3.11(c) of the Seller Disclosure Schedule, with respect to each Lease: (i) assuming good fee title vested in the applicable landlord, to the Seller’s Knowledge, a Dow Entity has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) Dow’s possession and quiet enjoyment of the Leased Real Property under such Leases has not been disturbed; (iii) neither Dow nor, to Seller’s Knowledge, any other party to the Leases is in breach or default under such Lease, and to Seller’s Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iv) to Seller’s Knowledge no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (v) the other party to such Lease is not an affiliate of Dow; (vi) Dow has not subleased any of the Leased Real Property or any portion thereof; (vii) Dow has not collaterally assigned or granted any other security interest in such Lease or any interest therein.

(d) As of the Closing Date, a Styron Holdco or a Styron Subsidiary will have a valid and binding leasehold interest in each Retained Site (collectively, the “Ground Leases”), free and clear of all Encumbrances other than Permitted Encumbrances.

(e) A Dow Entity is either the tenant, licensor or the owner of each of the Ancillary Locations.

(f) The Owned Real Property identified in Schedule 1.01(l), the Leased Real Property identified in Schedule 1.01(i), the Retained Sites identified in Schedule 1.01(q) and the Ancillary Locations identified in Schedule 1.01(a) comprise all of the material real property used or intended to be used in, or otherwise related to, the Business.

(g) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Transferred Sites and Transferred Facilities (the “Improvements”), are in good condition and repair and sufficient for the operation of the Business. To Seller’s Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

SECTION 3.12. Employee Benefit Matters.

(a) U.S. Dow Plans and Material Documents. Section 3.12(a) of the Seller Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit or compensation plans, programs, agreements or arrangements, and all material employment, termination, retention (other than those retention agreements that remain the exclusive obligation of the Seller post-Closing), severance or other contracts or agreements, to which a Dow Entity is a party, with respect to which a Dow Entity has any Liability or which are maintained, administered, sponsored, contributed to or required to be contributed to by a Dow Entity for the benefit of any U.S.

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Employee or any Union Employee who is employed in the United States (collectively, the “U.S. Dow Plans”). The Seller has made available to the Purchaser a true and complete copy of each U.S. Dow Plan (and all material amendments thereto) or the most recent summary plan description provided to participants for each U.S. Dow Plan.

(b) Non-U.S. Dow Plans and Material Documents. Section 3.12(b) of the Seller Disclosure Schedule lists all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit or compensation plans, programs, agreements or arrangements, and all material employment, termination, retention (other than those retention agreements that remain the exclusive obligation of the Seller post-Closing), severance or other contracts or agreements, to which a Dow Entity is a party, with respect to which a Dow Entity has any Liability or which are maintained, contributed to or sponsored by a Dow Entity for the benefit of any Non-U.S. Employee or Union Employee who is employed outside the United States (other than statutory plans) (collectively, the “Non-U.S. Dow Plans” and together with the U.S. Dow Plans, the “Plans”). To the Knowledge of the Seller, a true and complete copy of each Non-U.S. Dow Plan has been made available to the Purchaser or the most recent summary plan description provided to participants for each Non-U.S. Dow Plan.

(c) Qualification of Certain U.S. Dow Plans. Each U.S. Dow Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the Internal Revenue Service covering all of the provisions applicable to the U.S. Dow Plan for which determination letters are currently available that the U.S. Dow Plan is so qualified and each trust established in connection with any U.S. Dow Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the Internal Revenue Service that it is so exempt, and no fact or event has occurred since the date of such determination letter or letters from the Internal Revenue Service that could reasonably be expected to adversely affect the qualified status of any such U.S. Dow Plan or the exempt status of any such trust.

(d) ERISA Liabilities. None of the Seller, any of its Affiliates or any ERISA Affiliate has any Liability with respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA), any “defined benefit plan” (as defined in Section 3(35) of ERISA) or pursuant to Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law that could become a Liability of Styron LLC, the Styron Group, the Purchaser or any of their Affiliates. None of Styron LLC, the Styron Group, the Purchaser or any of their Affiliates will have any Liability with respect to any “multiemployer plan” (as defined in Section 3(37) of ERISA), any “defined benefit plan” (as defined in Section 3(35) of ERISA), or as a result of at any time being treated as a single employer with any Dow Entity under Section 414 of the Code.

SECTION 3.13. Labor Matters.

(a) Section 3.13(a) of the Seller Disclosure Schedule lists each Union Contract that is applicable to the current Business Employees, including Union Employees, except for those agreements required by applicable foreign Law. Except as set forth in Section 3.13(a) of the Seller Disclosure Schedule, with respect to Business Employees, Dow is not party

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to any collective bargaining agreement or other relationship with any labor organization or other employee representative.

(b) With respect to Business Employees, including Union Employees, (i) there are no strikes or lockouts pending, or to the Knowledge of the Seller, threatened, and no such actions have occurred within the past three (3) years; (ii) to the Knowledge of the Seller, there is no union organizing or decertification effort pending or threatened against the Business, and no such effort has occurred within the past three (3) years; (iii) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Seller, threatened against the Business; and (iv) there is no slowdown, or work stoppage in effect or, to the Knowledge of the Seller, threatened, and no such action has occurred within the past three (3) years.

(c) With respect to the transactions contemplated by this Agreement, any notice required by Law or any collective bargaining agreement has been, or prior to the Closing will be, given, and all bargaining obligations of the Seller have been, or prior to the Closing will be, satisfied.

(d) With respect to the Business, during the past three (3) years, Dow has not implemented any plant closing or mass layoff that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar or related Law (collectively, the “WARN Act”).

SECTION 3.14. Taxes.

(a) All material Tax Returns required to have been filed by or with respect to the Business or by or with respect to any member of the Styron Group have been timely filed (taking into account any extension of time to file granted or obtained) and each such Tax Return is true, correct and complete in all material respects; (b) all material Taxes owed with respect to the Business or by any member of the Styron Group have been or will be timely paid; (c) no deficiency for any material amount of Tax has been asserted or assessed by a Taxing Authority in writing against any member of the Seller Tax Group with respect to the Business or any member of the Styron Group that has not been satisfied by payment, settled or withdrawn; (d) no Tax audits or administrative or judicial proceedings are being conducted, pending or threatened in writing with respect to the Business or any member of the Styron Group; (e) no claim has ever been made in writing by an authority in a jurisdiction where Tax Returns have not been filed by a member of the Styron Group that the Business (or any member of the Styron Group) is or may be subject to taxation in that jurisdiction; (f) no member of the Styron Group is the subject of any Tax allocation, sharing or indemnity agreements or arrangements other than the deeds of tax indemnity that may be entered into by certain members of the Styron Group, on the one hand, and Seller or its Subsidiaries on the other hand, in connection with the Restructuring Transactions; (g)the terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order of a Taxing Authority or Governmental Authority with respect to the Business are being complied with; and (h) Section 3.14(h) of the Seller Disclosure Schedule lists the entity classification (i.e., disregarded entity, partnership or association taxable as a corporation) for U.S. federal income tax purposes of each member of the Styron Group as of the Closing Date.

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SECTION 3.15. Material Contracts.

(a) Section 3.15(a) of the Seller Disclosure Schedule sets forth a true and complete list of each of the following written Transferred Contracts, Partially Transferred Contracts and leases to a Dow Entity (including members of the Styron Group) of Leased Real Property in effect as of the date of this Agreement (such contracts, agreements and commitments being “Material Contracts”):

(i) any agreement for the purchase of products or for the receipt of services, the performance of which will extend over a period of more than one year and which involved consideration or payments by a Dow Entity in excess of $1,000,000 in the aggregate during the year ended December 31, 2009;

(ii) any agreement for the furnishing of products or services by a Dow Entity to its customers, the performance of which will extend over a period of more than one year and which involved consideration or payments by such customers in excess of $1,000,000 in the aggregate during the year ended December 31, 2009;

(iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(iv) any material Transferred IP Agreement, other than licenses with respect to off-the-shelf, shrink-wrap or click-wrap software applications;

(v) any agreement under which there has been imposed any Encumbrance other than Permitted Encumbrances on any of the assets, tangible or intangible, of the Business;

(vi) any employment related (including for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis) contract or arrangement that is a Transferred Contract or Partially Transferred Contract and that provides for total annual compensation in excess of $250,000;

(vii) the lease agreements, and if applicable, sublease agreements pertaining to each parcel of Leased Real Property in excess of $1,000,000 in annual rent;

(viii) all contracts and agreements other than the Transaction Documents between or among any Dow Entity (excluding members of the Styron Group), on the one hand, and a member of the Styron Group, on the other hand (other than contracts and agreements that will be terminated on or prior to the Closing Date);

(ix) any contract to which a member of the Styron Group is a party relating to any interest rate, currency or commodity derivative, hedge, derivative transaction or similar transaction;

(x) any contract containing a right of first refusal, right of first offer, put, call or similar right pursuant to which any member of the Styron Group could be required to purchase or sell, any securities; and

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(xi) any contract other than described above to which any Dow Entity (including members of the Styron Group) is a party that: if breached, terminated or not renewed would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Each Material Contract (i) as of the date of this Agreement, is valid, binding and enforceable on the applicable Dow Entity (including, if applicable, a member of the Styron Group) and, to the Knowledge of the Seller, the counterparties thereto, and is in full force and effect, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to general equitable principles (whether considered in a proceeding in equity or at Law); and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.03(c) of the Seller Disclosure Schedule are not obtained, shall continue in full force and effect and on substantially similar terms following the Closing (other than terms that are amended in connection with the Restructuring Transactions) without material penalty or other material adverse consequence. There is no pending default under, or breach of, any Material Contract by the applicable Dow Entity (including, if applicable, a member of the Styron Group) or, to the Knowledge of the Seller, any other counterparty thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by such Dow Entity or, to the Knowledge of the Seller, any other counterparty thereto. As of the date of this Agreement, Dow (including, if applicable, a member of the Styron Group) has not received any written notice from, or made a written claim against, any party to any such Material Contract with respect to any breach or default thereunder.

SECTION 3.16. Environmental Matters.

(a) (i) Dow is conducting the Business in material compliance with and the Business is in material compliance with Environmental Law; (ii) in connection with the Business, Dow has obtained and is in material compliance with all Environmental Permits used to conduct the Business; (iii) in connection with the Business, Dow has not, to the Seller’s Knowledge, Released any Hazardous Materials that require any Remedial Action that is not an Excluded Liability pursuant to any Environmental Law; (iv) to the Seller’s Knowledge, there has been no Release of any Hazardous Materials at any Owned Real Property or any Standalone Site that requires any Remedial Action that is not an Excluded Liability pursuant to any Environmental Law; and (v) there is no written Action pending or, to the Seller’s Knowledge, threatened in writing, in connection with the Business, against Dow that is not an Excluded Liability that relates to any violation or alleged violation of, or any Liability or alleged Liability under, any Environmental Law.

(b) Dow has not received any written notice of any violation, revocation, suspension, modification or nonrenewal of any Environmental Permit, except for any violation, revocation, suspension, modification or nonrenewal that, individually or in the aggregate, would not have a Material Adverse Effect.

(c) The representations and warranties contained in this Section 3.16 (i) are the only representations and warranties being made by the Seller in this Agreement with respect

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to compliance with or Liability under Environmental Laws or Environmental Permits or with respect to any environmental, health or safety matter related in any way to the Business, the Owned Real Property, the Leased Real Property or this Agreement or its subject matter; and (ii) shall not apply to the Contract Manufacturing Sites.

SECTION 3.17. Sufficiency of Assets; Title to Tangible Property.

(a) After giving effect to the Restructuring Transactions, the Transferred Assets, the employment of the Business Employees, the services to be provided, the licenses to be granted and the other arrangements contemplated by the Transaction Documents will be sufficient for the Styron Group to conduct, in all material respects, the Business immediately after the Closing in substantially the same manner as currently conducted by Dow.

(b) After giving effect to the Restructuring Transactions, each member of the Styron Group will have good and marketable title to, or a valid and binding leasehold or license interest in, all Tangible Property, free and clear of any Encumbrances other than Permitted Encumbrances.

SECTION 3.18. Brokers. Except as set forth in Section 3.18 of the Seller Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents based upon arrangements made by or on behalf of the Seller or any member of the Styron Group. The Seller shall be solely responsible for the fees, expenses and liabilities of any Person identified in Section 3.18 of the Seller Disclosure Schedule.

SECTION 3.19. Disclaimer of the Seller.

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE TRANSFERRED ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE; (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING; OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING.

(b) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE SELLER SET FORTH IN ARTICLE IX, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER, ITS AFFILIATES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESS, INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM, THE VENDOR DUE DILIGENCE REPORT AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE

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PURCHASER, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller, subject to such exceptions as are disclosed in writing in the Purchaser Disclosure Schedule, as follows:

SECTION 4.01. Organization, Authority and Qualification of the Purchaser. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller and the Styron Holdcos) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 4.02. No Conflict. Assuming compliance with the pre-merger notification and waiting period requirements of the HSR Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.03, and except as may result from any facts or circumstances relating solely to the Seller or its Affiliates, the execution, delivery and performance by the Purchaser of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Purchaser; (b) conflict with or violate any material Law or material Governmental Order applicable to the Purchaser; or (c) conflict in any material respect with, result in any material breach of, constitute a material default (or an event which, with or without the giving of notice or lapse of time, or both, could become a material default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

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SECTION 4.03. Governmental Consents and Approvals. The execution, delivery and performance by the Purchaser of this Agreement do not and will not require any consent, approval, authorization or other order or declaration of, action by, filing with, notification to or permit from, any Governmental Authority, other than (a) compliance with, and filings under, the HSR Act; (b) any additional consents, approvals, authorizations, filings and notifications under any other applicable antitrust, competition, or trade regulation Law, to the extent the failure to obtain any such consent, approval, authorization or action, or to make any such filing or notification, would not prevent or materially delay the consummation by the Purchaser of the transactions contemplated by this Agreement; or (c) as may be necessary as a result of any facts or circumstances relating solely to the Seller or any of its Affiliates.

SECTION 4.04. Investment Purpose. The Purchaser is acquiring the Styron Equity Interests solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with all applicable Laws, including United States federal securities Laws. The Purchaser agrees that the Styron Equity Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities Laws, except pursuant to an exemption from such registration under the Securities Act and such Laws. The Purchaser is able to bear the economic risk of holding the Styron Equity Interests for an indefinite period (including total loss of its investment), and (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

SECTION 4.05. Financing; Guarantee.

(a) The Purchaser has delivered to the Seller true and complete copies of (i) an executed commitment letter (including all exhibits, schedules, annexes and amendments to such agreement in effect as of the date of this Agreement) (the “Investor Financing Commitment”), from Bain Capital Fund X, L.P. and Bain Capital Europe Fund III, L.P. (collectively, the “Investors”) pursuant to which the Investors have committed to provide the Purchaser with financing in an aggregate amount equal to the Investor Commitment Amount (the “Investor Financing”); (ii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Senior Debt Financing Commitment”) from the Senior Lenders pursuant to which the Senior Lenders have committed to provide the Purchaser with debt financing in an aggregate amount of $775,000,000 (the “Senior Debt Financing”); and (iii) an executed commitment letter (including (A) all exhibits, schedules, annexes and amendments to such agreements in effect as of the date of this Agreement; and (B) any associated fee letter in redacted form) (the “Mezzanine Debt Financing Commitment” and together with the Investor Financing Commitment and the Senior Debt Financing Commitment, the “Financing Commitments”) from Sankaty Credit Opportunities IV, L.P. (the “Mezzanine Lender”) pursuant to which the Mezzanine Lender has committed to provide the Purchaser with debt financing in an aggregate amount of $150,000,000 (the “Mezzanine Debt Financing” and together with the Investor Financing and the Senior Debt Financing, the “Financing”).

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(b) Each of the Financing Commitments, in the form so delivered, is as of the date of this Agreement in full force and effect and is a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the other parties thereto. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any term or condition of the Financing Commitments. The Purchaser has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement pursuant to the terms of the Financing Commitments. The Financing will provide the Purchaser with acquisition financing at the Closing sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Documents upon the terms contemplated hereby and thereby and to pay all related fees and expenses associated therewith. Other than as set forth in the Debt Financing Commitments, none of the Financing Commitments contains conditions to closing not included in Article VIII as a condition to the consummation of the transactions contemplated by this Agreement. As of the date of this Agreement, the Purchaser has no reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Purchaser on the Closing Date. Subject to the expiration of the Marketing Period, the parties hereto agree that it shall not be a condition to Closing for the Purchaser to obtain the Financing or the Alternative Financing. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (i) the Purchaser will not be insolvent; (ii) the Purchaser will not be left with unreasonably small capital; (iii) the Purchaser will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature; and (iv) the capital of the Purchaser will not be impaired.

(c) Concurrently with the execution of this Agreement, the Purchaser has delivered to the Seller the duly executed guarantee of the Investors (the “Guarantor”) attached as Exhibit F (the “Guarantee”). The Guarantee is a legal, valid and binding obligation of the Guarantor and enforceable against the Guarantor in accordance with its terms, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under the Guarantee.

SECTION 4.06. Litigation. As of the date of this Agreement, there is no Action by or against the Purchaser or any of its Affiliates pending or, to the knowledge of the Purchaser, threatened before any Governmental Authority, individually or in the aggregate, would reasonably be expected to affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

SECTION 4.07. Brokers. Except for Blackstone Advisory Partners L.P., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents based upon arrangements made by or on behalf of the Purchaser. The Purchaser shall be solely responsible for the fees and expenses of Blackstone Advisory Partners L.P.

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SECTION 4.08. Independent Investigation; Seller’s Representations.

(a) The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Seller, its Affiliates or their respective officers, directors, employees or representatives (except the specific representations and warranties of the Seller set forth in Article III).

(b) The Purchaser hereby acknowledges and agrees that (i) other than the representations and warranties made in Article III, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives makes or has made any representation or warranty, express or implied, at law or in equity, with respect to the Transferred Assets or the Business, including as to (A) merchantability or fitness for any particular use or purpose; (B) the operation of the Business by the Purchaser after the Closing; or (C) the probable success or profitability of the Business after the Closing and any such representation or warranty is hereby expressly disclaimed; and (ii) none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, its Affiliates or to any other Person resulting from the distribution to the Purchaser, its Affiliates or their respective representatives of, or the Purchaser’s, its Affiliates’ or their respective representatives’ use of, any information relating to the Business, including the Confidential Information Memorandum, the Vendor Due Diligence Report and any information, documents or material made available to the Purchaser, its Affiliates or their respective representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in connection with the transactions contemplated by this Agreement.

(c) The Purchaser, its Affiliates and their respective representatives have received and may continue to receive from the Seller, its Affiliates and their representatives certain estimates, projections and other forecasts for the Business and certain plan and budget information. The Purchaser acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, the Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Purchaser is not relying on any estimates, projections, forecasts, plans or budgets furnished by the Seller or its representatives, and the Purchaser shall not, and shall cause its Affiliates and their respective representatives not to, hold any such Person liable with respect thereto.

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ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Styron Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):

(a) issue, grant, sell, transfer, pledge or create any Encumbrance (that will not be removed prior to or at Closing) over, or amend the terms of, any capital stock, notes, bonds or other securities of any member of the Styron Group, any Transferred JV Interests or any securities convertible into or exchange for any shares of the capital stock or other equity interests of any member of the Styron Group or grant or enter into any options, warrants, rights, agreements or commitments with respect to the issuance of the capital stock or other equity interests of any member of the Styron Group, or amend any terms of any such securities;

(b) sell, lease, transfer or otherwise dispose of or permit or allow any of the material Transferred Assets (whether tangible or intangible) to be subjected to any Encumbrance, other than Permitted Encumbrances or Encumbrances that will be released at or prior to the Closing;

(c) take any action (including make any settlement of or compromise any Tax liability, change any Tax election (other than an election under Section 301.7701-3 of the Regulations) or Tax method of accounting or make any new Tax election (other than an election under Section 301.7701-3 of the Regulations) or adopt any new Tax method of accounting; surrender any right to claim a refund of Taxes or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment) or omit to take any action, in each case outside the ordinary course of business, if such action or omission would have the effect of

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increasing any Tax liability with respect to the Business, any member of the Styron Group or Purchaser for any period after the Closing Date;

(d) change any method of accounting or accounting practice or policy used by Dow (as it relates to the Business), other than such changes as are required by GAAP or a Governmental Authority;

(e) grant or announce any increase in the salaries, bonuses or other benefits payable to any Transferred Employee, other than as required by Law, pursuant to the express terms of any Plans as in effect as of the date of this Agreement or other ordinary increases consistent with the past practices;

(f) grant any rights to retention, severance or termination pay to, or enter into any material new (or materially amend any existing) employment, retention, severance or other agreement or arrangement with any director, officer, employee, agent or consultant of the Business;

(g) implement any plant closing or mass layoff that could implicate the WARN Act;

(h) fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire;

(i) discharge, compromise, satisfy, waive or settle, or offer or propose to discharge, compromise, satisfy, waive or settle, any Action (i) resulting in an obligation of any member of the Styron Group, to pay more than $1,000,000 in respect of discharging, compromising, satisfying, waiving or settling such Action; or (ii) in respect of any claim of any member of the Styron Group to receive any payment of more than $1,000,000 in respect of settling any such Action; or (iii) that is otherwise material to the conduct of the business of the Styron Group, taken as a whole;

(j) permit any member of the Styron Group to acquire (by merging or consolidating with, or by purchasing the stock or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business organization or any business or division thereof;

(k) permit any member of the Styron Group to incur, create, assume or otherwise become liable for any Indebtedness, or guarantee any Indebtedness of any Person (other than a member of the Styron Group), except for any Indebtedness, guarantee or responsibility that will be repaid, cancelled or discharged in full prior to the Closing Time;

(l) permit any member of the Styron Group to enter into, renew, extend, materially amend, cancel or terminate any Material Contract or agreement which if entered into prior to the date hereof would be a Material Contract, other than customer or supplier contracts in the ordinary course of business consistent with past practice;

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(m) permit any member of the Styron Group to enter into any joint venture, jointly owned partnership or other similar joint ownership agreement;

(n) abandon, assign or grant any Encumbrance in any material Owned Intellectual Property, other than in the ordinary course of business;

(o) provide any material confidential information regarding the Business to any third party, except in the ordinary course of business consistent with past practice; or

(p) agree to take any of the actions specified in Sections 5.01(a) – (o).

Notwithstanding anything to the contrary in this Agreement, subject to compliance with applicable Law, Dow shall be permitted to declare and pay any dividends or make distributions or cash transfers (including in connection with any “cash sweep” arrangements) prior to the Closing Date.

SECTION 5.02. Access to Information.

(a) From the date of this Agreement until the Closing, upon reasonable notice, the Seller shall, and shall cause its officers, directors, employees, agents, representatives, accountants and counsel to, (i) afford the Purchaser and its contemplated Financing Sources and its and their officers, employees, and authorized agents and representatives reasonable access to, and the right to inspect, where applicable, the employees, premises, books and records, Material Contracts, and other data of the Business and the Styron Group; and (ii) furnish to the Purchaser and its contemplated Financing Sources and its and their officers, employees, and authorized agents and representatives such additional financial and operating data and other information regarding the Business and the Styron Group (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if, after consultation with its counsel, the Seller determines in good faith that such disclosure would, (x) jeopardize any attorney-client or other legal privilege; or (y) contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date of this Agreement. When accessing any of Dow’s properties, the Purchaser and its officers, employees, authorized agents and representatives shall and the Purchaser shall cause its Financing Sources and their officers, employees, and their authorized agents and representatives to comply with all of Dow’s safety and security requirements for the applicable property. The Purchaser agrees to coordinate any requests for access and information from Dow and its personnel employed by Dow in a manner related to the Business and to consolidate any such requests so as to minimize any disruption to the business operations of Dow to the extent reasonably practicable. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be allowed to sample and analyze any soil or groundwater or other environmental media, or any building material, without the express written consent of the Seller, which may be withheld in the sole and absolute discretion of Seller. No investigation by the Purchaser or information made available to, or received by, the Purchaser (whether before or after the date hereof) shall operate as a waiver, update, modification or

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otherwise affect any of the Purchaser’s rights under this Agreement, including pursuant to Articles VIII, IX and X hereof, or any representation, warranty or agreement of the Seller in this Agreement, nor shall any such investigation or information be deemed to amend, update, modify or supplement the Seller Disclosure Schedule.

(b) In order to facilitate the resolution of any claims made against or incurred by Dow relating to the Business, the preparation or filing of any Tax Returns and other governmental reports or of financial statements in connection with any audit of the Business and for purposes of compliance with any audit, investigation or other examination by any Governmental Authority and with securities, environmental, employment and other Laws, until the later of the seventh anniversary of the Closing or the expiration of the relevant period for the statutes of limitations (including any extensions thereof), the Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to, (i) provide the officers, employees, agents and representatives of Dow with such assistance and cooperation in connection with such resolution, preparation, filing or compliance as may reasonably be requested by the Seller; (ii) preserve and retain, or cause to be preserved and retained, the Transferred Information and Transferred Records as delivered hereunder to the Purchaser or the Styron Group and other books and records relating to the Business for periods prior to the Closing; and (iii) upon reasonable notice, afford the officers, employees, agents and representatives of Dow reasonable access (including the right to make, at Dow’s expense, copies), during normal business hours, to such Transferred Information, Transferred Records and other books and records; provided, however, that any such access or furnishing of information shall be conducted in such a manner as not to unreasonably interfere with the normal operations of the Styron Group. The Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, at Dow’s expense, provide such cooperation, information and assistance, and make available personnel formerly employed by Dow (including to prepare and appear as witnesses), as the Seller may reasonably request in connection with (x) any Action by or against Dow; or (y) compliance with securities, environmental, employment and other Laws.

(c) In order to facilitate the resolution of any claims made against or incurred by the Purchaser or any of its Affiliates or any member of the Styron Group relating to the Business, the preparation or filing of any Tax Returns and other governmental reports or of financial statements in connection with any audit of the Business or public offering of securities by the Purchaser, and for purposes of compliance with any audit, investigation or other examination by any Governmental Authority with securities, environmental, employment and other Laws, until the later of the seventh anniversary of the Closing or the expiration of the relevant period for the statutes of limitations (including any extensions thereof), the Seller shall retain the books and records relating to the Business and shall cause each Dow Entity and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) provide the officers, employees, agents and representatives of the Purchaser and the Styron Group with such assistance and cooperation in connection with such resolution, preparation, filing or compliance as may reasonably be requested by the Purchaser or the Styron Holdcos; (ii) preserve and retain, or cause to be preserved and retained, the books and records relating to the Business for periods prior to the Closing which shall not otherwise have been delivered hereunder to the Styron Group; and (iii) upon reasonable notice, afford the officers,

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employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, copies), during normal business hours, to such books and records; provided, however, that any such access or furnishing of information shall be conducted in such a manner as not to unreasonably interfere with the normal operations of the Styron Group. The Seller shall, and shall cause the Dow Entities to, at the Purchaser’s expense, provide such cooperation, information and assistance, and make available personnel employed by Dow in a manner related to the Business (including to prepare and appear as witnesses), as the Purchaser may reasonably request in connection with (x) any Action by or against the Purchaser or any member of the Styron Group; or (y) compliance with securities, environmental, employment and other Laws.

SECTION 5.03. Confidentiality.

(a) The terms of the letter agreement, dated as of May 7, 2009, as amended (the “Confidentiality Agreement”), between the Seller and Bain Capital NY, LLC are hereby incorporated herein by reference and shall continue in full force and effect until the Closing and shall survive the Closing and remain in full force and effect until their expiration in accordance with the terms of the Confidentiality Agreement; provided, however, that, upon the Closing, the confidentiality obligations contained in the Confidentiality Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the Business and the transactions contemplated by this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

(b) Nothing provided to the Purchaser pursuant to Section 5.02(a) shall in any way amend or diminish the Purchaser’s obligations under the Confidentiality Agreement. The Purchaser acknowledges and agrees that any Evaluation Material provided to the Purchaser, its Affiliates or their respective representatives pursuant to Section 5.02(a) or otherwise by the Seller, any of its Affiliates, or any of their respective officers, directors, employees, agents, representatives, accountants or counsel shall be subject to the terms and conditions of the Confidentiality Agreement and the terms of Section 5.03(a).

(c) From and after the Closing and until the third anniversary of the Closing, the Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their representatives to, hold in confidence any and all non-public or otherwise confidential information, whether written or oral, concerning the Business and the Styron Group, except to the extent that such information (i) is or has been published or becomes part of the public domain or otherwise is generally available to and known by the public through no fault of the Seller, any of its Affiliates or their respective representatives; or (ii) is lawfully acquired by the Seller, any of its Affiliates or their respective representatives from and after the Closing from sources other than the Purchaser, any of its Affiliates or any member of the Styron Group which, to the knowledge of the Seller, are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Seller, any of its Affiliates or their respective representatives are compelled to disclose any such information by judicial or administrative process or by other requirements of Law or stock exchange regulations, the Seller shall, to the extent legally permissible, provide notice to the Purchaser in writing, and in so far as is practicable, consult with the Purchaser regarding the disclosure of such information, and shall

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disclose only that portion of such information which the Seller is advised by its counsel is legally required to be disclosed; provided, however, that the Seller shall use its reasonable best efforts to obtain any appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents.

(a) Each of the parties hereto shall, and shall cause their respective Affiliates to, (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that are necessary or required for the execution and delivery of, and the performance of their respective obligations pursuant to, this Agreement and the other Transaction Documents; (ii) cooperate with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly after the date of this Agreement its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable after the date of this Agreement its respective filings and notifications (including any joint filings), if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser shall, and shall cause its Affiliates to, pay all fees or other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

(b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser shall, and shall cause each of its Affiliates to, use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall, and shall cause its Affiliates to, defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of

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the Purchaser to use its best efforts, and to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date.

(c) Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority. None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. The parties to this Agreement shall, and shall cause their respective Affiliates to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act, or obtaining clearance or approval under any other antitrust, competition or trade regulation Law applicable to this Agreement. The parties to this Agreement shall, and shall cause their respective Affiliates to, provide each other with copies of all correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; and (ii) as necessary to comply with contractual arrangements. Attorney-client, work product and any privileged information shall be exchanged so as to preserve the attorney-client, work product or any applicable privilege or confidentiality concerns. This Section 5.04(c) shall not apply with respect to the Restructuring Transactions.

(d) The Purchaser shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby; or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

SECTION 5.05. Restructuring Transactions. The provisions of Schedule 5.05 shall apply with respect to the Restructuring Transactions.

SECTION 5.06. Retained Names and Marks; Rail Car Marks.

(a) The Purchaser and the Styron Holdcos hereby acknowledge that all right, title and interest in and to the “DOW”, “DOW CHEMICAL”, “THE DOW CHEMICAL COMPANY” and “ROHM AND HAAS” names, together with all variations and acronyms

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thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing, including the Dow Diamond logo (i.e., ) (collectively, the “Retained Names and Marks”) are owned exclusively by the Seller or its Affiliates, and that, except as expressly provided below, any and all right of the Purchaser, the Styron Holdcos or the Styron Subsidiaries to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Seller, along with any and all goodwill associated therewith. Each of the Purchaser and the Styron Holdcos further acknowledges that none of the Purchaser, its Affiliates, the Styron Holdcos or the Styron Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein.

(b) Subject to Section 5.06(e), the Styron Holdcos and the Styron Subsidiaries shall, for a period of 120 days after the date of the Closing, be entitled to use, solely in connection with the operation of the Business as operated immediately prior to the Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, Inventory and other documents and materials that are included in the Transferred Assets and contain the Retained Names and Marks (“Existing Stock”), after which period the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock.

(c) Except as expressly provided in this Section 5.06, no other right to use the Retained Names and Marks is granted by Dow to the Purchaser, its Affiliates, the Styron Holdcos or the Styron Subsidiaries whether by implication or otherwise, and nothing hereunder permits the Purchaser, the Styron Holdcos, the Styron Subsidiaries or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. The Purchaser and the Styron Holdcos shall ensure that all uses of the Retained Names and Marks as provided in this Section 5.06 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.06 shall inure solely to the benefit of Dow. In no event shall the Purchaser, the Styron Holdcos, the Styron Subsidiaries or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Dow or the goodwill associated with the Retained Names and Marks.

(d) The Purchaser and the Styron Holdcos agree that Dow shall have no responsibility for claims by third parties arising out of, or relating to, the use by the Purchaser, the Styron Holdcos, the Styron Subsidiaries or any of their respective Affiliates of any Retained Names and Marks after the Closing. In addition to any and all other available remedies, the Purchaser and the Styron Holdcos shall indemnify and hold harmless Dow and its officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use of the Retained Names and Marks by the Purchaser, the Styron Holdcos, the Styron Subsidiaries or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.06, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any third party; or (ii) in violation of or outside

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the scope permitted by this Section 5.06. Notwithstanding anything in this Agreement to the contrary, the Purchaser and the Styron Holdcos hereby acknowledge that in the event of any breach or threatened breach of this Section 5.06, the Seller, in addition to any other remedies available to it, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining the Purchaser, the Styron Holdcos, the Styron Subsidiaries or any of their respective Affiliates from any such breach or threatened breach.

(e) In connection with the use of any Leased Rail Cars or Owned Rail Cars, the Purchaser and the Styron Holdcos shall, as promptly as possible and, in any event, no later than six months after the Closing Date, use commercially reasonable efforts to (i) remove and cease use of all trademarks or other indicators of source or origin (“Rail Car Marks”) owned or controlled by Dow, including Retained Names and Marks, that are affixed to any such rail cars as of the Closing Date, (ii) obtain new Rail Car Marks with RailInc, which process shall, in any event, be commenced no later than 20 days after the later of the Closing Date or the transfer of each such rail car to the Styron Group, (iii) re-stencil all such rail cars and reprogram each Automatic Equipment Identification tag on such rail cars, in each case, after the new Rail Car Marks have been obtained and, in any event, prior to such rail cars being laden for subsequent trips; and (iv) provide Dow with a list of such new Rail Car Marks, which list shall include cross references to Dow’s former Rail Car Marks for each such rail car.

SECTION 5.07. Updates.

(a) The Seller may, prior to the Closing Date, deliver to the Purchaser modifications, changes or updates to the Seller Disclosure Schedule in order to disclose or take into account facts, matters or circumstances which arise or occur between the date of this Agreement and the Closing Date and which, if existing or occurring as of the date hereof, would have been required to be set forth or described in such Seller Disclosure Schedule. No updated information provided to the Purchaser in accordance with this Section 5.07 shall be deemed to cure any breach of representation, warranty or covenant made in this Agreement, except for breaches resulting from or arising out of (i) ordinary course of business of the Business consistent with past practices; or (ii) actions taken by the Seller and its Subsidiaries that are expressly required or expressly permitted by this Agreement, which in each case such breach will be deemed to be cured and will not be indemnifiable under Article IX.

(b) Prior to the Closing, the Seller shall deliver to the Purchaser, after the execution by the Purchaser of the basis of preparation agreement and such reasonable acknowledgement or non-reliance letters as the Seller’s auditors may request, the 2009 Historical Financial Statements.

(c) The Seller shall deliver to the Purchaser, after the execution by the Purchaser of such reasonable acknowledgement or non-reliance letters as the Seller’s auditors may request, the Post-Closing Required Information as soon as reasonably practicable, but in any event no later than December 31, 2010.

(d) The Seller shall retain Deloitte & Touche LLP to audit the GAAP Financial Statements and the 2010 GAAP Financial Statements in accordance with the auditing standards of the U.S. Public Company Accounting Oversight Board. Following the Closing

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Date, the Purchaser and the Styron Holdcos shall, at their own expense and promptly upon request by the Seller, provide the Seller and Deloitte & Touche LLP with all information in their possession or control, including access at all reasonable times to all books and records of the Styron Holdcos and the Styron Subsidiaries, and all cooperation and assistance (including participation by the boards of directors and similar governing bodies, their respective audit committees, management and employees of the Styron Holdcos and the Styron Subsidiaries in meetings and the execution of documents and instruments reasonably requested by the Seller and Deloitte & Touche LLP in connection therewith) as may in any such case reasonably be required to enable (x) the Seller to prepare the GAAP Financial Statements and the 2010 GAAP Financial Statements; and (y) Deloitte & Touche LLP to audit the GAAP Financial Statements and the 2010 GAAP Financial Statements in accordance with the auditing standards of the U.S. Public Company Accounting Oversight Board.

SECTION 5.08. Insurance. From and after the Closing Date, the Styron Holdcos and the Styron Subsidiaries shall cease to be insured by Dow’s insurance policies or by any of its self-insured programs. For the avoidance of doubt, Dow shall retain all rights to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities of the Purchaser, the Styron Holdcos or the Styron Subsidiaries. The Seller shall provide, at the sole cost and expense of the Purchaser, such assistance as the Purchaser or any member of the Styron Group may reasonably request between the date of this Agreement and the Closing to assist the Styron Group in obtaining insurance policies and programs with respect to the Business at the Closing.

SECTION 5.09. Release from Credit Support Instruments. At or prior to the Closing, the Purchaser shall, and shall cause its Affiliates (collectively, the “Purchaser Group”) to, take or cause to be taken all actions necessary to secure the unconditional release of each Dow Entity from the credit support instruments set forth in Schedule 5.09 (the “Credit Support Instruments”), including effecting such release by providing guarantees or other credit support, and the Purchaser shall, and shall cause its Affiliates to, be substituted in all respects for each Dow Entity that is party to the Credit Support Instrument, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Credit Support Instrument; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller. In the event the Seller identifies, after the Closing, guarantees or other credit support instruments relating to the Business to which a Dow Entity is a party (the “Additional Credit Support”), the Seller shall notify the Purchaser and the Styron Holdcos in writing of the existence and terms of such Additional Credit Support, and the Purchaser and the Styron Holdcos, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Credit Support in a manner consistent with the foregoing. All costs and expenses incurred in connection with the release or substitution of the Credit Support Instruments and the Additional Credit Support, as the case may be, shall be borne by the Purchaser and the Styron Holdcos. From and after the Closing, the Purchaser and the Styron Holdcos shall indemnify Dow for any and all Losses arising from or relating to the Credit Support Instruments and the Additional Credit Support.

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SECTION 5.10. Financing.

(a) The Purchaser shall use best efforts to arrange and consummate the Financing as soon as reasonably practicable after the date of this Agreement on the terms and conditions described in the Financing Commitments (provided, that the Purchaser may (x) amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement, or (y) otherwise replace or amend the Debt Financing Commitments so long as such action would not reasonably be expected to delay or prevent the Closing and the terms are not materially less beneficial to the Purchaser, with respect to conditionality, than those in the Debt Financing Commitments as in effect on the date of this Agreement), which actions shall include using best efforts (i) to maintain the Financing Commitments and negotiating and executing definitive agreements with respect thereto on terms and conditions contained therein, which terms and conditions shall not in any material respect expand upon the conditions to Closing or other contingencies to the funding on the Closing Date of the Financing as set forth in the Financing Commitments (the “Financing Agreements”) and delivering to the Seller a copy thereof as promptly as practicable (and no later than one Business Day) after such execution; (ii) satisfy on a timely basis all conditions in the Financing Commitments and the Financing Agreements that are within its control; (iii) fully enforce its rights under the Financing Commitments and the Financing Agreements; and (iv) consummate the Financing at or prior to the Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments or the Financing Agreements, the Purchaser shall (subject to the terms of the Investor Financing Commitments) use all commercially reasonable efforts to arrange to obtain promptly any such portion from alternative sources, including, subject to Section 5.10(b), on terms and conditions (including economic terms, termination rights, flex provisions and funding conditions) substantially similar to those included in the Debt Financing Commitments as in effect on the date of this Agreement, in an amount sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement and the other Transaction Documents (the “Alternative Financing”) and to obtain, and, when obtained, to promptly provide the Seller with a copy of, a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement and the other Transaction Documents (the “Alternative Financing Commitment”). If the Financing or the Alternative Financing is available to be drawn down by the Purchaser, in an aggregate amount sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Documents, and the conditions to the closing set forth in Section 8.02 have been satisfied (other than conditions that by their nature are to be satisfied at the Closing), the Purchaser shall draw on such Financing or Alternative Financing, shall consummate the Closing and pay the Purchase Price to the Seller.

(b) To the extent applicable, the Purchaser shall use all commercially reasonable efforts to arrange and consummate the Alternative Financing as soon as reasonably practicable on the terms and conditions described in the Alternative Financing Commitment, which shall include (i) negotiating and executing definitive agreements with respect thereto on terms and conditions contained therein (the “Alternative Financing Agreements”) and delivering

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to the Seller a copy thereof as promptly as practicable (and no later than one Business Day) after such execution; (ii) satisfying on a timely basis all conditions in the Alternative Financing Agreements within its control; (iii) fully enforcing its rights under the Alternative Financing Commitment and the Alternative Financing Agreements; and (iv) consummating the Alternative Financing at or prior to the Closing. Neither the Alternative Financing Commitment nor the Alternative Financing Agreements shall prevent or impede or materially delay the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. The Purchaser shall give the Seller notice promptly upon becoming aware of any material breach or threatened (in writing) material breach by any party to the Financing Commitments or the Financing Agreements and, if applicable, the Alternative Financing Commitment or the Alternative Financing Agreements, and the Purchaser shall give the Seller notice promptly upon becoming aware of any termination or threatened (in writing) termination of the Financing Commitments or the Financing Agreements and, if applicable, the Alternative Financing Commitment or the Alternative Financing Agreements. The Purchaser shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and, if applicable, the Alternative Financing. The Purchaser shall not, without the prior written consent of the Seller, amend, modify, supplement, restate, substitute or replace the Financing Commitments, any Alternative Financing Commitment, any Financing Agreement or any Alternative Financing Agreement in a manner that expands on the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in such agreements or that could otherwise impair, delay or prevent the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

(c) Prior to the Closing, the Seller shall provide, and shall use its reasonable best efforts to cause its officers, employees, representatives and advisors, including legal and accounting advisors, to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by the Purchaser and that is customary in connection with the Purchaser’s efforts to obtain the Financing (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business), including (i) participation in meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing the Purchaser and its financing sources with pertinent information regarding the Business as is customary in connection with the Financing and any security required therefor; (iii) assisting the Purchaser and its financing sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum for any of the Financing; and (B) materials for rating agency presentations; (iv) furnishing the Purchaser with the Required Information and, to the extent reasonably available to the Seller, other information of the Business reasonably requested by the Purchaser; and (v) using all commercially reasonable efforts to assist the Purchaser to obtain waivers, consents, estoppels, certificates and approvals necessary or customary for the consummation of the Debt Financing; provided, that Dow shall not be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing; provided, further, that the effectiveness of any documentation executed by any Styron Holdco or any Styron Subsidiary shall be subject to the consummation of the Closing. Notwithstanding anything to the contrary contained herein and unless expressly contemplated by this Agreement (including the Required Information), the Seller shall not be required to deliver any financial statements, other than the 2009 Historical Financial Statements, or other financial information.

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(d) The Purchaser shall, and shall cause its Affiliates to, (i) promptly upon request by the Seller, reimburse Dow for all reasonable and documented out-of-pocket costs incurred by Dow in connection with cooperation provided for in Section 5.10(c) (such reimbursement to be made promptly and in any event within three Business Days of delivery of reasonably acceptable documentation evidencing such expenses); and (ii) indemnify and hold harmless Dow and its representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by Dow). All non-public or otherwise confidential information regarding the Business obtained by the Purchaser, its Affiliates or their respective representatives pursuant to this Section 5.10 shall be kept confidential in accordance with the Confidentiality Agreement.

(e) Notwithstanding any other provision of this Agreement, for all purposes of this Agreement, unless the Seller shall have committed an intentional breach of this Section 5.10, the Seller shall not be deemed to be in breach of any of its obligations under, and it shall be deemed to have complied with all of its obligations contained in Section 5.10(c).

SECTION 5.11. Apportionment of Periodic Payments and Receipts. All periodic payments and receipts of the Business or related to the Transferred Assets, including rents, rates, license fees, royalties, rebates, refunds, insurance premiums, gas, electricity, telephone and water charges, commissions, expenses and other payments or receipts, shall be apportioned on a time basis, so that the part of the relevant payment or receipt that is attributable to the period ending on the Closing Date shall be for the account of Dow and such part of the relevant amount attributable to the period commencing immediately following the Closing Date shall be for the account of the Styron Holdcos or the Styron Subsidiaries, as applicable. No payment shall be made under this Section 5.11 to the extent the amount to which such payment relates has been taken into account in the calculation of the Closing Date Working Capital Amount under Section 2.07.

SECTION 5.12. Privileged Matters. The parties hereto acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both Dow and the Business, shall be subject to a shared privilege between Dow, on the one hand, and the Styron Holdcos and the Styron Subsidiaries, on the other hand, and Dow and the Styron Holdcos and the Styron Subsidiaries shall have equal right to assert all such shared privileges in connection with privileged information under any applicable Law and no such shared privilege may be waived by (a) Dow without the prior written consent of the Styron Holdcos; or (b) by the Styron Holdcos or the Styron Subsidiaries without the prior written consent of Dow; provided, however, that any information relating to or arising out of any legal advice or services provided, whether before or after the Closing Date, with respect to any matter for which an Indemnifying Party has an indemnification obligation hereunder, shall be subject to the sole and separate privilege of such Indemnifying Party, and such Indemnifying Party shall be entitled to control the assertion or waiver of all such separate privileges under any applicable Law in connection with any privileged information, whether or not such information is in the possession of or under the control of any of the Indemnified Parties.

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SECTION 5.13. Further Action.

(a) The parties hereto shall, and shall cause their respective Affiliates to, use their reasonable best efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, all things necessary, proper or advisable under applicable Law, and to execute and deliver the Transaction Documents and such documents and other papers and to obtain such consents and approvals as may be required to carry out the provisions of this Agreement and the other Transaction Documents or to consummate and make effective the transactions contemplated by this Agreement, including by, subject to the last sentence of this Section 5.13(a), cooperating with each other with respect to negotiating and finalizing the Transaction Documents (other than the Negotiated Documents), ensuring consistency of terms of Transaction Documents dealing with the same or similar subject matter and in accordance with applicable Law and the creation or completion of exhibits or schedules thereto, and no party hereto shall unreasonably withhold its agreement to changes necessary to achieve the foregoing. The parties acknowledge and agree that the Negotiated Documents are in final agreed form and the other Transaction Documents are in final agreed form with respect to the economic and commercial terms.

(b) From time to time after the Closing, without additional consideration, each party hereto shall, and shall cause its Affiliates to, execute and deliver such further instruments and take such other action as may be necessary or is reasonably requested by the other parties hereto to make effective the transactions contemplated by this Agreement and the other Transaction Documents at the earliest practicable date and, without prejudice to the foregoing, enter into good faith discussions with respect thereto. Without limiting the foregoing, upon reasonable request of a party hereto, the other parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and papers and to obtain such consents and approvals as may be required for the transfer to the Styron Holdcos and the Styron Subsidiaries of direct or indirect ownership of the Transferred Assets, subject to Permitted Encumbrances, and the assumption by the Styron Holdcos and the Styron Subsidiaries of the Assumed Liabilities, as contemplated by this Agreement and the other Transaction Documents at the earliest practicable date. If Dow has, following the Closing, in its possession any property, asset or right, which under this Agreement should be in the possession of the Styron Holdcos or the Styron Subsidiaries, the Seller shall, and shall cause its Affiliates to, deliver to the Styron Holdcos and the Styron Subsidiaries such property, asset or right, as contemplated by this Agreement and the other Transaction Documents at the earliest practicable date. The Purchaser shall use reasonable best efforts to increase the amount available to the Purchaser under the Debt Financing so that the Purchaser is able to pay the WC Payment Amount to the Seller at the Closing.

(c) From time to time during a period of 12 months after the Closing, the Seller shall, at the request of the Purchaser, provide the Required Information that relates to any post-Closing refinancing of the Debt Financing.

(d) The Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, fulfill the Obligations related to the Decision and Order In re Dow Chemical Company, FTC Docket No. C-4342 (March 31, 2009) as listed in Schedule 5.13(d).

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SECTION 5.14. IP Docket. Prior to the Closing, the Seller shall provide the Purchaser with a schedule that lists all of the registration, maintenance, annuity and renewal fees that must be paid, and documents, applications and certificates that must be filed with the applicable Governmental Authority in order to maintain the Registered Owned Intellectual Property for ninety (90) days following the Closing.

SECTION 5.15. Non-Solicitation.

(a) In furtherance of the consideration being paid by the Purchaser to the Seller hereunder and the Goodwill, (i) Dow agrees that, during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (such period, the “Restricted Period”), Dow shall not, whether directly or indirectly, solicit the employment of any employee of the Business or hire any current employee (or any employee who was employed by the Business for any type of employment within the six-month period prior to the Closing) of the Business without the prior written consent of the Purchaser; provided, however, that nothing herein shall prohibit Dow from making general solicitation advertisements that are not targeted at such employees and from hiring any such employee that responds to such general solicitation advertisements or whose employment has been terminated by the Styron Holdcos or the Styron Subsidiaries; and (ii) the Purchaser and each Styron Holdco agree that, during the Restricted Period, the Purchaser and the Styron Holdcos shall not, and shall cause each member of the Styron Group not to, whether directly or indirectly, solicit the employment of any employee of Dow or its Subsidiaries or hire any current employee (or any employee who was employed by for any type of employment within the six-month period prior to the Closing) of Dow or its Subsidiaries without the prior written consent of Dow; provided, however, that nothing herein shall prohibit the Purchaser or the Styron Holdcos from making general solicitation advertisements that are not targeted at such employees and from hiring any such employee that responds to such general solicitation advertisements or whose employment has been terminated by Dow.

(b) The parties hereto agree that in the event a court of competent jurisdiction declares there has been a breach by either party of this Section 5.15, the term of any such term or covenant so breached shall be automatically extended for the non-breaching party for the period of time of the violation from the date on which such breach ceases or from the date of the entry by a court of competent jurisdiction of a final non-appealable Governmental Order enforcing such covenant, whichever is later.

ARTICLE VI

EMPLOYEE MATTERS

The provisions of Schedule 6 shall apply with respect to employee and benefit matters.

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ARTICLE VII

TAX MATTERS

SECTION 7.01. Tax Indemnities.

(a) The Seller shall indemnify the Purchaser and the members of the Styron Group for, and hold them harmless from and against, (i) any Taxes imposed on any member of the Styron Group for or with respect to any Pre-Closing Period (including (A) any Taxes resulting from the Restructuring Transactions; (B) any Taxes resulting from the purchase by the Purchaser of the Styron Equity Interests; and (C) any Taxes imposed on any member of the Styron Group for or with respect to a Pre-Closing Period of a Transferred JV Entity (the “Pre- Closing Taxes”)); (ii) any Taxes imposed on any member of the Styron Group in respect of the income, profit, gains, business, property, operations or supplies of any member of the Seller Tax Group other than a member of the Styron Group; and (iii) Losses resulting from any breach of the representations and warranties set forth in Section 3.14; provided, however, that no indemnity shall be provided under this Agreement for any Taxes resulting from (x) any actions or inactions of the Purchaser, any Styron Holdco or any of their respective Affiliates on the Closing Date after the Closing Time; or (y) a breach by the Purchaser or any Styron Holdco of any of its obligations under this Agreement.

(b) From and after the Closing Date, the Purchaser shall indemnify each member of the Seller Tax Group for, and hold it harmless from and against, any Taxes imposed on or with respect to any member of the Styron Group that are not subject to indemnification pursuant to Section 7.01(a).

(c) Taxes with respect to a Straddle Period shall be apportioned between the portion of the Straddle Period ending at the Closing Time and the portion of the Straddle Period beginning immediately after the Closing Time as follows: (i) in the case of real and personal property taxes and franchise taxes not based on gross or net income or capital (including networth or long-term debt) or gross or net assets, on a per diem basis; (ii) in the case of Taxes imposed on specific transactions or events, on the basis of the date and, with respect to the Closing Date, the time of the specific transaction or event subject to such Tax; and (iii) in any other case, based on an interim closing of the books on the Closing Date, provided, however, that depreciation, amortization and cost recovery deductions will be taken into account in accordance with the principles of clause (i) above and provided, further, that any transactions occurring on the Closing Date after the Closing Time shall be treated as occurring on the date after the Closing Date. Notwithstanding the foregoing, in the case of any Tax based upon or measured by capital (including net worth or long-term debt) or gross or net assets or intangibles, the amount of such Tax allocated to the portion of the Straddle Period ending at the Closing Time shall be computed by reference to the average amount of such items during that portion of the Straddle Period (provided, however, that such method shall apply only where the relevant Law requires the use of average amounts and, in such a case, the frequency and method of averaging shall be as required by such Law, and in any other event, the amount of such Tax shall be computed by reference to the amount of such items on the Closing Date). Any Taxes allocated under this Section 7.01(c) to the portion of a Straddle Period ending at the Closing Time shall be deemed to

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be Taxes imposed on a member of the Styron Group in respect of a Pre-Closing Period and shall be subject to the provisions of Section 7.01(a).

(d) In calculating amounts payable pursuant to this Section 7.01, with respect to liabilities or indemnified amounts for any Indemnitee, such amounts shall be determined without duplication and computed net of any Tax Benefit or Tax Detriment actually realized in the tax year of payment of an indemnification amount by any payee or its Affiliate. The determination of whether there has been a Tax Benefit or Tax Detriment shall be made at the Indemnitee’s reasonable good faith discretion; provided that any Tax Detriment must be specified in reasonable detail to the Indemnitor. A Tax Benefit (or Tax Detriment) shall be treated as actually realized for purposes of this Section 7.01(d) in the taxable year in which the Indemnitee actually or constructively receives (including by application against other Taxes) a refund or reduces the amount of its Tax liability for such year (or, in the case of a Tax Detriment, shall be treated as actually realized in the taxable year in which the Indemnitee’s Tax liability is increased, or its refund is reduced, for such year). In computing the amount of any such Tax Benefit, the Indemnitee shall be deemed to recognize all other items of loss, deduction or credit before recognizing any item arising from the payment of any indemnified Tax.

(e) Payment by an Indemnitor of any amount due under this Section 7.01 shall be made in cleared funds within 30 days following written notice by the Indemnitee of the obligation to make such payment but not more than two (2) Business Days before the Taxes that give rise to the indemnification obligation are due to the applicable Taxing Authority. In the case of a Tax that is contested in accordance with the provisions of Section 7.05, payment of such Tax to the applicable Taxing Authority will not be considered to be due earlier than the date of a Final Determination with respect to such Tax unless payment of such Tax is required by Law prior to such Final Determination.

SECTION 7.02. Conveyance Tax. Notwithstanding Section 7.01, the Seller shall pay any Conveyance Tax to the applicable Taxing Authority on or before the due date therefor and the Purchaser shall indemnify the Seller for an amount equal to fifty percent (50%) of such tax that the Seller pays; such indemnification to be made not less than two Business Days before the date payment of the Conveyance Tax is due to the applicable Taxing Authority.

SECTION 7.03. Refunds.

(a) Any refund of Taxes that were imposed in respect of the income, gains, profits, business, property or operations of any member of the Styron Group for any Pre-Closing Period or the portion of any Straddle Period ending on or before the Closing Date (other than any refund which arises as a result of the Purchaser’s or a Styron Holdco’s inability to make the election described in Section 7.03(b)), other than any such refund included as an asset in the Final Working Capital Statement, and any interest paid or credited in respect thereto (a “Refund”), shall be the property of the Seller. In the event that any Refund is received by a member of the Styron Group or any Affiliate thereof, including by way of credit or allowance against Taxes otherwise payable, an amount equal to such Refund (less any costs and expenses reasonably incurred by the Purchaser or any member of the Styron Group, as the case may be, in connection with obtaining the Refund) shall be paid to the Seller promptly upon such receipt from the Taxing Authority. Any refund in respect of Taxes of a member of the Styron Group

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received by a member of the Seller Tax Group (other than a member of the Styron Group) that is not a Refund shall be the property of the Styron Holdcos or the Styron Subsidiaries and shall be paid to the appropriate member of the Styron Group promptly upon such receipt from the Taxing Authority. In the event that any refund or credit of Taxes for which a payment has been made pursuant to this Section 7.03 is subsequently reduced or disallowed, the party entitled to such refund shall indemnify and hold harmless payor for any Tax liability, including interest, assessed against such payor by reason of the reduction or disallowance. The Purchaser and the Styron Holdcos shall, if the Seller so requests and at the Seller’s expense, cause the relevant entity to file for and obtain any Refund to which the Seller is entitled under this Section 7.03. The Purchaser and the Styron Holdcos shall permit, and cause their respective Affiliates to permit, the Seller to control (at the Seller’s expense) the prosecution of any such Refund claim and the Purchaser and the Styron Group member shall provide the Seller with appropriate authorizations (including any powers of attorney or similar powers). The principles set forth in Section 7.01(c) shall apply in determining the extent to which any Refund is attributable to the portion of a Straddle Period ending on the Closing Date.

(b) Carryover of Tax Attributes. To the extent permitted by Law, the Purchaser, the Styron Holdcos and their respective Affiliates shall not, or (where applicable) shall make an election not to, carry back losses, credits and similar items of a member of the Styron Group from any Straddle Period or Post-Closing Period to any Pre-Closing Period.

SECTION 7.04. Tax Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of, or with respect to the income, business or operations of, the Styron Group, for each Pre-Closing Period and any Straddle Period (to the extent that any member of the Styron Group is required to file any such Tax Return separately from the Seller Tax Group). Tax Returns required to be prepared by the Purchaser shall be prepared on a basis consistent with those prepared with respect to the Business for prior Periods unless a different treatment of any item is required by Law. The Purchaser shall furnish the Seller with a copy of any Tax Return prepared by it for a Pre-Closing Period or a Straddle Period Tax Return at least 20 days before the anticipated filing date thereof and, in preparing such Tax Returns, shall accept any reasonable comments made by the Seller with respect to any issue or item which could give rise to a claim for indemnification by the Seller under Section 7.01(a).

SECTION 7.05. Indemnification.

(a) An Indemnitee shall notify the Indemnitor in writing promptly, and in any event within 30 days, of becoming aware of the commencement after the Closing of any audit or administrative or judicial proceeding, or of any demand or claim on the Indemnitee or any of its Affiliates, which could give rise to a claim for indemnification under Section 7.01 (an “Indemnification Event”). Such notice shall contain factual information (to the extent known to the Indemnitee or its Affiliates) with respect to the Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect thereof. If, in breach of its obligations hereunder, the Indemnitee fails to give the Indemnitor notice of an Indemnification Event or fails to apprise the Indemnitor in sufficient detail of the nature of the claim (in each instance taking into account the facts and circumstances with respect of such claim), the Indemnitor shall not be liable under this Agreement for such claim to the extent, if any, that the rights of the Indemnitor with respect to such claim are

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actually prejudiced or the amount of Tax which, but for this subsection (a), the Indemnitor would be required to indemnify is increased.

(b) Subject to Section 7.05(d), the Indemnitor may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any Taxes for which indemnity could be sought from the Indemnitor under Section 7.01 (any such audit, claim for refund or proceeding is referred to herein as a “Contest”). If the Indemnitor elects to direct a Contest, it shall promptly notify the Indemnitee of its intent to do so and in any event within 30 days of receipt of the notice of the Indemnification Event relating to such Contest and, the Indemnitor shall furnish to the Indemnitee , as a condition to pursuing such Contest, written advice from the Indemnitor’s independent tax counsel to the effect that the Indemnitor has a substantial authority to pursue such Contest. In the case of any Contest, the Indemnitee and each of its Affiliates, as the case may be, shall give to the Indemnitor any information reasonably requested by the Indemnitor relating to such Contest and otherwise shall cooperate with the Indemnitor in good faith in order to contest effectively any such Contest. The Indemnitor shall, on demand, reimburse all “out-of-pocketcosts and expenses which the Indemnitee or its Affiliate may incur in connection with such Contest (but not in connection with exercising the right of attendance described below), including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements. The Indemnitee or its duly appointed representatives shall be allowed to attend all meetings between the Indemnitor and the Taxing Authority in question and shall be provided promptly with copies of all correspondence and documents relating to such Contest. If the Indemnitor fails to notify the Indemnitee of its election as herein provided, the Indemnitee and each of its Affiliates, as applicable, shall take such reasonable steps as may be prudent and within its capacity (with due allowance being given to the circumstances) to preserve the right of the relevant entity to contest such asserted Tax liability, may pay, compromise or contest, such asserted Tax liability and shall be reimbursed by the Indemnitor for the reasonable cost of outside professionals and outside disbursements incurred pursuant to this sentence to the extent attributable to a Tax liability indemnifiable by the Indemnitor hereunder. However, in each such case, neither the Indemnitee nor any of its Affiliates may settle or compromise any asserted Tax liability without the consent of the Indemnitor; provided, however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. The Indemnitee and its Affiliates shall appropriately authorize (including by power of attorney or similar powers) the Indemnitor and any person reasonably designated by the Indemnitor to represent the Indemnitee in a Contest the Indemnitee is entitled to and chooses to direct.

(c) Subject to making any payment or deposit as is required by Law as a precondition to pursuing any judicial determination, the Indemnitor may cause a Contest to be prosecuted to a determination in a court of initial jurisdiction, and if the Indemnitor shall have furnished the Indemnitee with written advice of the Indemnitor’s independent tax counsel to the effect that there is substantial authority to appeal the determination of any court, the Indemnitor may cause such Contest to be prosecuted to a determination in an appellate court. Notwithstanding any other provision of this Section 7.05, the Indemnitor shall not settle, compromise or abandon any Contest without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed.

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(d) Nothing contained herein shall require the Indemnitee or any of its Affiliates (i) to pursue a Contest which it would not otherwise be required to pursue pursuant to this Agreement; or (ii) to permit the Indemnitor to control any such Contest, if the Indemnitee and each of its Affiliates, as applicable, shall waive the payment by the Indemnitor of any amount that might otherwise be payable by the Indemnitor hereunder by way of indemnity in respect to such Contest. Upon any such waiver, the Indemnitee shall repay to the Indemnitor any payments made by the Indemnitor to any Taxing Authority in such Contest (together with interest at the rate which shall be applicable under section 6621(a)(1) of the Code from time to time from the date the payment to the Taxing Authority was made by the Indemnitor to the date of repayment by the Indemnitee).

SECTION 7.06. Cooperation. Following the Closing, the Seller, the Purchaser and the Styron Holdcos shall, and shall cause their respective Affiliates to, provide each other, and the Purchaser and the Styron Holdcos shall cause each Styron Subsidiary to provide the Seller, with such cooperation and information as reasonably may be requested in filing any Tax Return, including any amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by any Taxing Authority. Each of the Seller, the Purchaser and each member of the Styron Group shall make its employees (and, if applicable, those of its Affiliates) available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Seller, on the one hand, and the Purchaser and each member of the Styron Group on the other, shall retain all Tax Returns, schedules and work papers and all material records or other documents that are in its possession immediately following the Closing, or created by or on behalf of it thereafter, relating to Tax matters of the Styron Group for the taxable period of each relevant jurisdiction first ending after the Closing and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (b) six years following the due date (without extension) for such returns. Thereafter each party shall offer any material Tax records that it proposes to destroy to the other party prior to the destruction of such Tax records.

SECTION 7.07. Tax Covenants.

(a) None of the Purchaser, the Styron Holdcos or any of their respective Affiliates shall take any action or omit to take any action, in each case outside the ordinary course of business, that could increase the Seller’s or any of its Affiliates’ liability for Taxes, except as required by Law.

(b) Except for the deeds of tax indemnity that may be entered into by members of the Styron Group on the one hand and Seller or its Subsidiaries on the other hand, any Tax sharing agreement or arrangement between the Seller or any member of the Seller Tax Group, on the one hand, and any member of the Styron Group, on the other hand, shall be terminated as of the Closing Date and, after the Closing Date, no member of the Styron Group shall be bound thereby or have any liability thereunder.

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(c) None of the Purchaser, the Styron Holdcos or any Affiliate of the Purchaser or the Styron Holdcos shall amend, refile or otherwise modify any Tax election or Tax Return with respect to any taxable period (or portion of any taxable period) ending on or before the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned.

SECTION 7.08. Miscellaneous.

(a) For Tax purposes, the parties hereto agree to treat all payments made pursuant to any indemnification obligation under this Agreement (including, without limitation, pursuant to this Article VII) as adjustments to the Purchase Price.

(b) Notwithstanding anything in this Agreement to the contrary, this Article VII shall be the sole provision governing indemnities for Taxes under this Agreement.

(c) For purposes of this Article VII, all references to the Purchaser, the Styron Holdcos, the Seller, and any Affiliates include successors.

(d) Notwithstanding any provision in this Agreement to the contrary, the covenants and agreements of the parties hereto contained in this Article VII and the representations and warranties set forth in Section 3.14 relating to Taxes shall survive the Closing and shall remain in full force until 30 days after the expiration of the applicable statutes of limitations for the Taxes in question (taking into account any extensions or waivers thereof).

(e) Payments by the Seller under this Article VII shall be limited to the amount of any liability or damage that remains after subtracting therefrom any indemnity, contribution or other similar payment recoverable by the Purchaser or any Affiliates of the Purchaser from any third party with respect thereto.

ARTICLE VIII

CONDITIONS TO CLOSING

SECTION 8.01. Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants. (i) The representations and warranties of the Purchaser contained in this Agreement (A) that are not qualified by a “materiality” qualification shall be true and correct in all material respects as of the Closing; and (B) that are qualified by a “materiality” qualification shall be true and correct in all respects as so qualified as of the Closing (except, with respect to the foregoing clauses (A) and (B), to the extent such representations and warranties are made as of another specified date, in which case such representations and warranties shall be true and correct in the manner set forth in the foregoing clauses (A) or (B), as applicable, as of such specified date); (ii) the covenants and agreements contained in this Agreement to be performed or complied with by the Purchaser on or before the Closing shall have been performed or complied with in all material respects

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(provided that, with respect to covenants and agreements where the obligations therein are qualified by materiality, the Purchaser shall have performed or complied with such covenants and agreements, as so qualified, in all respects); and (iii) the Seller shall have received a certificate of the Purchaser signed by a duly authorized representative thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above;

(b) Governmental Approvals. Any waiting period (and any extension thereof) under the HSR Act and the antitrust laws of any other jurisdiction set forth on Schedule 8.01(b) applicable to the purchase of the Styron Equity Interests contemplated by this Agreement shall have expired or shall have been terminated; and

(c) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that prohibits or makes illegal the purchase of the Styron Equity Interests contemplated by this Agreement.

SECTION 8.02. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants. (i) The representations and warranties of the Seller contained in this Agreement (other than the Specified Representations) (A) that are qualified by a “Material Adverse Effect” qualification shall be true and correct in all respects as so qualified as of the Closing; and (B) that are not qualified by a “Material Adverse Effect” qualification shall be true and correct in all respects (without giving effect to any qualification by “materiality” in such representations and warranties) as of the Closing, except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (except, with respect to the foregoing clauses (A) and (B), to the extent such representations and warranties are made as of another specified date, in which case such representations and warranties shall be true and correct in the manner set forth in the foregoing clauses (A) or (B), as applicable, as of such specified date); (ii) the representations and warranties of the Seller with respect to the Specified Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing; (iii) the covenants and agreements contained in this Agreement to be performed or complied with by the Seller on or before the Closing shall have been performed or complied with in all material respects (provided, that, with respect to covenants and agreements where the obligations therein are qualified by materiality, the Seller shall have performed or complied with such covenants and agreements, as so qualified, in all respects); and (iv) the Purchaser shall have received a certificate of the Seller signed by a duly authorized representative thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (iii) above.

(b) No Material Adverse Effect. Since the date of this Agreement, no event, circumstance, change or effect shall have occurred or exist which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

(c) Governmental Approvals. Any waiting period (and any extension thereof) under the HSR Act and the antitrust laws of any other jurisdiction set forth on Schedule 8.01(b)

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applicable to the purchase of the Styron Equity Interests contemplated by this Agreement shall have expired or shall have been terminated; and

(d) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that prohibits or makes illegal the purchase of the Styron Equity Interests contemplated by this Agreement.

(e) EBITDA. Consolidated EBITDA (exclusive of any EBITDA attributable to the Transferred JV Entities) for the Business for the twelve-month period ending December 31, 2009, determined in a manner consistent with Appendix I to Schedule 1.01(o) and subject to other reasonable adjustments to EBITDA relating to the twelve-month period ending December 31, 2009 as determined by the mutual agreement of the Purchaser and the Lead Arrangers (as defined in the Senior Debt Financing Commitment) and as approved by the Seller, is at least $205,000,000; for the avoidance of doubt, if the Purchaser and the Lead Arrangers do not agree to, or the Seller does not approve, such other adjustments, such other adjustments shall not be made in determining the EBITDA for purposes of this Section 8.02(e).

ARTICLE IX

INDEMNIFICATION

SECTION 9.01. Survival of Representations, Warranties and Covenants. The representations and warranties of the parties hereto contained in this Agreement, shall survive the Closing for a period of 15 months after the Closing, except for each Specified Representation which shall terminate when the longest applicable statute of limitation applicable to such Specified Representation, or underlying claims that may constitute a breach thereof, expires; provided, however, that any claim made with reasonable specificity (to the extent known at the time the claim is made) by the party seeking to be indemnified within the time periods set forth in this Section 9.01 shall survive until such claim is finally and fully resolved. Each of the covenants contained in this Agreement shall survive the Closing until, and will expire when, the statute of limitation applicable to such covenant expires.

SECTION 9.02. Indemnification by the Seller. The Purchaser and its Affiliates (including, following the Closing, the Styron Group) and their respective officers, directors, employees and agents (each a “Purchaser Indemnified Party”) shall from and after the Closing be indemnified and held harmless by the Seller for and against all losses, damages, claims, costs and expenses, interest, awards, Taxes, judgments and penalties (including any expense of enforcement obligations, and all reasonable attorneys’ and consultants’ fees and expenses and other fees and expenses reasonably incurred in connection with the investigation, defense or settlement thereof) suffered or incurred by, or imposed on, them whether or not arising out of any Third Party Claims (hereinafter a “Loss”), arising out of or resulting (directly or indirectly) from (a) any breach of any representation or warranty made by the Seller contained in this Agreement or in the certificate delivered pursuant to Section 8.02(a)(iv); (b) the breach of any covenant or agreement of the Seller contained in this Agreement; or (c) the Excluded Liabilities.

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SECTION 9.03. Indemnification by the Purchaser and the Styron Holdcos.

(a) Dow, its officers, directors, employees and agents (each a “Seller Indemnified Party”) shall from and after the Closing be indemnified and held harmless (i) by the Purchaser for and against any and all Losses, arising out of or resulting from (A) any breach of any representation or warranty made by the Purchaser contained in this Agreement or in the certificate delivered pursuant to Section 8.01(a)(iii); or (B) the breach of any covenant or agreement by the Purchaser contained in this Agreement; and (ii) by the Purchaser and each Styron Holdco, for and against any and all Losses, arising out of or resulting from (A) the breach of any covenant or agreement by the Styron Holdcos contained in this Agreement following the Closing; (B) the Assumed Liabilities; or (C) the conduct of the Business or the operation of any Styron Holdco or any Styron Subsidiary from and after the Closing.

(b) From and after the Closing and except for sales or transfers in the ordinary course of business and except as permitted by Section 11.06, none of the Purchaser or any Styron Holdco shall, and each of the Purchaser and the Styron Holdcos shall cause its Subsidiaries not to, permit or cause any material Transferred Asset or any other material asset of the Business to be sold or otherwise transferred to any Person that is not controlled by the Styron Holdcos unless, prior to such transfer, such Person executes and delivers to the Seller an acknowledgment, in form and substance acceptable to the Seller in its reasonable discretion, agreeing (i) to be bound by Articles VII, IX and XI applicable to the Styron Holdcos and the Styron Subsidiaries and the other Transaction Documents from and after the Closing; and (ii) to perform the obligations to be performed from and after the Closing by the Styron Holdcos or the Styron Subsidiaries, as applicable, under Sections 9.03(a)(ii), 9.07 and the other Transaction Documents.

SECTION 9.04. Limitations on Indemnification.

(a) No claim may be asserted nor may any Action be commenced against a party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail (but only to the extent known at the time of such notice) the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date.

(b) Notwithstanding anything to the contrary contained in this Agreement: (i) the Seller shall not be liable for any Losses pursuant to Section 9.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Seller exceeds an amount equal to 1.5% of the Purchase Price, whereupon the Purchaser shall be entitled to indemnification for the amount of such Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) or shall be reimburseable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $500,000 resulting from any single claim or series of related claims arising out of the same facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which may be recovered from the Seller pursuant to Section 9.02(a) shall be an amount equal to 10% of the Purchase Price; and

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(iv) no action or inaction by the Seller shall be deemed to be a breach of any representation, warranty, covenant or agreement in this Agreement for any purpose hereunder, and none of the Purchaser, the Styron Holdcos, their respective Affiliates or their respective representatives shall have any claim or recourse against the Seller, any of its Affiliates or any of their respective directors, officers, employees, agents, advisors or representatives with respect to such action or inaction, under Article VII, this Article IX or otherwise, to the extent that (A) the Seller was required to take such action or required not to take such action, in each case, pursuant to the terms of this Agreement or applicable Law; (B) the Purchaser, a Styron Holdco or any of their respective Affiliates has, in writing, directed or requested the Seller to take or not take action that gave rise to such breach and the Seller followed such written direction or request; provided, that the limitations in clauses (i) and (ii) shall not apply to claims for indemnification for breach of the Specified Representations or any breach of Sections 3.06 or 3.17, Article VII or claims of fraud, intentional misrepresentation or willful breach of this Agreement. For purposes of determining whether there has been a breach of any representation or warranty set forth in Article III (other than Section 3.05) in connection with an indemnification claim pursuant to Section 9.02, the parties hereto acknowledge and agree that all references to “material” shall be deemed to refer to an amount equal to $500,000.

(c) Notwithstanding anything to the contrary contained in this Agreement, after the Closing, none of the parties hereto and none of their respective Affiliates shall have any liability under any provision of this Agreement or any Local Conveyance for any punitive, incidental, consequential, special or indirect damages including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Local Conveyance, regardless of whether such damages were foreseeable.

(d) For all purposes of this Article IX, “Losses” shall be net of (i) any insurance payments payable pursuant to Section 5.08 and actually paid to the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification, and if the Indemnified Party or any of its Affiliates receives such insurance payment after receipt of payment from the Indemnifying Party, then the amount of such insurance payment, net of reasonable expenses incurred in obtaining such recovery or insurance, shall be paid to the Indemnifying Party; (ii) any Tax benefit actually realized by the Indemnified Party or any of its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses during the taxable year of such Losses or the immediately subsequent two years; and (iii) any amounts reserved on the Financial Statements with respect to such Loss (provided that such reserves were established particularly for such Loss).

(e) In relation to the indemnification obligations of the Purchaser and the Styron Holdcos under Section 9.03, claims relating to or arising from Post-Closing Product Liabilities shall be deemed to occur or accrue at the later of the time of sale or the time of supply to a third party of the relevant product or service. The parties hereto agree that the Seller Indemnified Parties shall be indemnified pursuant to Section 9.03 regardless of whether Dow provides raw materials (including Bisphenol A), products or services to the Styron Holdcos or the Styron Subsidiaries after the Closing Date.

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SECTION 9.05. Notice of Loss; Third-Party Claims.

(a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that any failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure.

(b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it (each, a “Third-Party Claim”), which may give rise to a claim for Loss under this Article IX, within 30 days of the receipt of such notice (or within such shorter period as may be required by Law to permit the Indemnifying Party to respond to any such claim), the Indemnified Party shall give the Indemnifying Party notice of such Third-Party Claim; provided that any failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party can demonstrate that it was actually prejudiced as a result of such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third-Party Claim at its expense and through counsel of its choice if (i) it gives notice of its intention to do so to the Indemnified Party within 45 days of the receipt of such notice from the Indemnified Party; (ii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently; (iii) the Indemnifying Party assumes all responsibility for the Loss underlying such Third-Party Claim, without any reservations or rights or similar claims; and (iv) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently, including the posting of bonds or other security required in connection with the defense of such Third-Party Claim. If the Indemnifying Party elects to undertake any such defense against a Third-Party Claim, the Indemnified Party may participate in such defense at its own expense, provided, that if in the reasonable opinion of counsel to the Indemnified Party (i) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be liable for (as “Losses” hereunder) the reasonable fees and expenses of counsel to the Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such Third-Party Claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third-Party Claim unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld or delayed) or unless the Indemnifying Party withdraws from the defense of such Third-Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third-Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 because the Indemnifying Party elects not to defend such Third-Party Claim, or fails to notify the

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Indemnified Party in writing of its election to defend as provided for in this Section 9.05, the Indemnified Party may, with the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed) pay, compromise, settle or defend such Third-Party Claim, including settling such claims or proceeding prior to a final judgment thereon or forgoing any appeal with respect thereto; provided, however, the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceedings. The aggregate amount of all Losses in connection with such settlement with respect to which the Indemnifying Party has consented shall be indemnifiable by the Indemnifying Party hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (but the fees and expenses of counsel incurred by the Indemnified Party in defending such Third-Party Claim shall nonetheless be considered Losses for purposes of this Agreement) if the Third Party Claim: (A) seeks an order, injunction, equitable relief or other relief other than money damages against any Purchaser Indemnified Party that cannot reasonably be separated from any related claim for money damages; (B) seeks money damages which, together with any other Losses reasonably expected in connection therewith, are likely to exceed the aggregate amount remaining from indemnification with respect thereto; or (C) relates to or arises in connection with any criminal Action.

(c) The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party assumes the defense of a Third-Party Claim, the consent of the Indemnified Party shall be required prior to any admission of liability with respect to, or settlement, compromise or discharge of, such Third-Party Claim which consent shall not to be unreasonably withheld, conditioned or delayed in the event that (i) the admission, settlement, compromise or discharge relates to a Third-Party Claim for monetary damages; and (ii) the terms of any such admission, settlement, compromise or discharge obligate the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim, and which releases the Indemnified Party completely (including for claims under this Agreement) in connection with such Third-Party Claim.

SECTION 9.06. Remedies. Each of the parties hereto acknowledges and agrees that following the Closing (a) (i) except with respect to matters covered by Section 2.07; (ii) other than as provided in Section 11.10; (iii) other than as expressly set forth in a Local Conveyance; and (iv) except with respect to claims for fraud; (x) the indemnification provisions of Article VII, Sections 9.02, 9.03 and 9.07 shall be the sole and exclusive remedies of the parties hereto and the parties to the Local Conveyances, as applicable, for any breach by the other party or parties thereto of the representations and warranties contained in this Agreement or in any Local Conveyance and for any failure to perform and comply with any covenant or agreement in this Agreement or in any Local Conveyance; (y) none of the parties hereto, their respective Affiliates, officers, directors, employees or representatives or any other Person may bring a claim under any Local Conveyance; and (z) any and all claims arising out of or in connection with the Transferred Assets, any Local Conveyance or the transactions contemplated in this Agreement must be brought under and in accordance with the terms of this Agreement; and (b) notwithstanding anything herein to the contrary, no breach of any representation,

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warranty, covenant or agreement contained herein or in any Local Conveyance shall give rise to any right on the part of any party hereto or thereto, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement, any Local Conveyance or any of the transactions contemplated hereby or thereby. Each party hereto shall, and shall cause its respective Affiliates to, take all commercially reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses, provided, that no Indemnified Party or their respective Affiliates shall be required to make any claim against its own insurance for any Loss for which they are entitled to indemnification, and no party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter. A party’s failure to mitigate its Losses in accordance with this Section 9.06 shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent that Losses were directly the result of such failure to mitigate. No party hereto shall have any right to set-off any amounts determined to be owed under this Agreement (including by an Indemnifying Party to any Indemnified Party pursuant to Article IX) against any amount payable pursuant to the Transaction Documents other than this Agreement. Notwithstanding anything to the contrary contained in this Agreement, to the extent that an adjustment is made to the Purchase Price or any payments are made hereunder pursuant to Section 2.07 or Article IX in respect of any matter relating to or arising out of this Agreement (each, a “Reimbursed Matter”), no Purchaser Indemnified Party will be entitled to any indemnification or any other payment with respect to such Reimbursed Matter to the extent of such adjustment or payment and such Reimbursed Matter will not, to the extent of such adjustment or payment, constitute a breach of any representation, warranty, covenant or agreement contained herein. Each party hereto shall cause its Subsidiaries to comply with this Section 9.06.

SECTION 9.07. Further Environmental Provisions.

(a) With respect to any Remedial Action that is required to satisfy the Seller’s indemnification obligations under Section 9.02(c) for any Pre-Closing Environmental Liabilities or under Section 9.02(a) for any breach of the representations and warranties included in Section 3.16:

(i) the Seller shall have the right, but not the obligation, to conduct and control the Remedial Action; provided, however, that, if the Seller opts to conduct such Remedial Action the Seller shall do so without unreasonably interfering with the Purchaser’s operations, and the Seller shall keep the Purchaser fully informed by providing copies of relevant documents with respect to the Remedial Action;

(ii) the Purchaser and the Styron Holdcos shall, and shall cause their respective Affiliates to, cooperate with the Seller, including by providing access to the subject Integrated Site or Standalone Site, including access and commercially reasonable support to install, maintain, replace and operate wells and remove impacted soil and/or groundwater;

(iii) the Seller shall only be liable for its share of the costs incurred to the extent such Remedial Action is conducted in the most cost-effective manner (“Most Cost- Effective Manner”). The Most Cost-Effective Manner shall incorporate (A) the least

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stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject Integrated Site or Standalone Site as of the Closing Date, are allowed under applicable Environmental Law in existence as of the Remedial Action; and (B) the least costly methods that are allowed under applicable Environmental Law, in the case of both such clean-up standards and such methods, that are approved by or otherwise acceptable to applicable Governmental Authorities to achieve such standards, including the use of engineering and institutional controls to eliminate or minimize exposure pathways; provided, however, such controls shall not have a material adverse impact on the industrial operations conducted at the subject site. The Purchaser and the Styron Holdcos shall be responsible for any operation and maintenance with respect to any such institutional or engineering controls subsequent to completion of their initial installation, and such post installation costs shall not be subject to indemnification; provided, however, the Seller shall remain responsible for the operation and maintenance of any such control that entails removing or treating soil or groundwater contaminated with Hazardous Materials until such removal or treatment is no longer required; and

(iv) in connection with the Standalone Site located in Livorno, Italy, Purchaser shall promptly and fully comply with all requests and instructions made of Purchaser by Seller that relate to Seller’s compliance with any Law, Governmental Order or request or requirement of any Governmental Authority that pertains to such Remedial Action, including any request or instruction to (A) attend any meeting with any Governmental Authority or other Person either with the Seller or without the Seller; (B) refrain from attending any meeting with any Governmental Authority or other Person; (C) communicate or refrain from communicating information specified by the Seller to any Governmental Authority or other Person; (D) sign any documents or refrain from signing any documents; or (D) take or refrain from taking any other action. Seller shall have no obligation to indemnify Purchaser hereunder for any Losses that are increased or caused by Purchaser refusing or failing to comply with any of the foregoing. The requirements of Purchaser included in this Section 9.07(a)(iv) are in addition to all, and shall under no circumstances be deemed to minimize or excuse Purchaser from satisfying any, other requirements of Purchaser included in this Agreement.

(b) The Seller shall not be responsible for Losses to the extent they are caused, triggered, increased or have their timing accelerated by (i) any act or omission of the Purchaser or a Styron Holdco or one of their respective Affiliates subsequent to the Closing; (ii) any changes in Environmental Law coming into effect subsequent to the Closing; provided, however, that with respect to any Remedial Action being conducted by the Seller, the Seller shall complete such Remedial Action in accordance with applicable Environmental Laws in effect as of the Remedial Action; (iii) the change in use classification of a subject Integrated Site or Standalone Site subsequent to the Closing from industrial to commercial or residential or from commercial to residential; (iv) any voluntary disclosure subsequent to the Closing by or on behalf of the Purchaser or a Styron Holdco or their respective Subsidiaries of any information unless such disclosure was made for business purposes and accords with the Purchaser’s past practices and was not made in order to trigger Seller’s indemnification obligations hereunder; (v) any decommissioning, closure or shutdown of a facility or a unit, including a waste management

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unit, unless such decommissioning, closure or shutdown is (A) required by Law or a Governmental Authority; or (B) in the case of a unit, is required because the unit is at the end of its useful life or must be replaced in the ordinary course of business; and (vi) any sampling and analysis of any environmental media conducted subsequent to the Closing by or on behalf of the Purchaser unless such sampling and analysis is (A) conducted as part of environmental and safety management in response to the post-Closing discovery of a suspected Release of Hazardous Materials and is consistent with maintaining the business in accordance with commercially reasonable standards; (B) for the purpose of a geotechnical probe conducted in connection with the expansion of a building or other facility improvement or repair where such is required by Environmental Law or accords with industry practice; (C) required by Environmental Law or by a Governmental Authority; or (D) required to be conducted in response to a Third-Party Claim alleging that Hazardous Materials have migrated offsite from a subject Integrated Site or Standalone Site;

(c) The Purchaser and the Styron Holdcos acknowledge that their sole and exclusive remedy against the Seller or any Affiliate of the Seller for any Losses relating to any Environmental Laws, Environmental Permits or Hazardous Materials (“Environmental Losses”), is under Section 9.02(a) for any breach of any representation or warranty included in Section 3.16 and Section 9.02(c) for any Pre-Closing Environmental Liabilities. In furtherance of the foregoing, from and after the Closing Date, except for any Losses for which the Seller is obligated to indemnify the Purchaser pursuant to Section 9.02, (i) each of the Purchaser and the Styron Holdcos hereby releases, on its behalf and on behalf of its Affiliates, predecessors, successors and assigns, officers, directors, employees, agents and partners, to the fullest extent permitted under applicable Law, the Seller and each Affiliate of the Seller from any Environmental Losses incurred by the Purchaser Indemnified Parties that is related in any way to the Business, the Integrated Sites, the Standalone Sites or this Agreement or its subject matter; and (ii) each of the Purchaser and the Styron Holdcos hereby waives, on its behalf and on behalf of its Affiliates, predecessors, successors and assigns, officers, directors, employees, agents and partners, to the fullest extent permitted under applicable Law, any claim or remedy against the Seller or its Affiliates now or hereafter available under any applicable Environmental Law, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act or any similar international, foreign, federal, regional, provincial, state or local law, whether or not in existence on the date hereof.

(d) To the extent that it cannot reasonably be determined in good faith which portion of an environmental matter is a Pre-Closing Environmental Liability (subject to the Seller’s indemnification obligations hereunder) and which portion is a Post-Closing Environmental Liability (and therefore not subject to the Seller’s indemnification obligations hereunder), (with the understanding that a reasonable basis for such resolution may be the length of operations or the extent of Hazardous Material use at the relevant facility prior to Closing versus after Closing), the Seller, on the one hand, and the Purchaser and the Styron Holdcos, on the other hand, shall be responsible for the Losses associated with any part of such matter (such part, a “Straddle Environmental Liability”) for which there is no reasonable basis for attribution in the following proportions:

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If the claim for indemnification is made by the Purchaser for Losses associated with the matter:	Seller (in %)	Styron Holdcos / Purchaser (in %)
Within one year after the Closing Date	90	10
In the second year after the Closing Date	80	20
In the third year after the Closing Date	70	30
In the fourth year after the Closing Date	60	40
In the fifth year after the Closing Date	50	50
In the sixth year after the Closing Date	40	60
In the seventh year after the Closing Date	30	70
In the eighth year after the Closing Date	20	80
In the ninth year after the Closing Date	10	90
Thereafter	0	100

The Seller, the Styron Holdcos and the Purchaser acknowledge that, with respect to any Releases of Hazardous Materials that constitute Pre-Closing Environmental Liabilities and that are otherwise the subject of the Seller’s indemnification obligations hereunder, the Seller shall be responsible for Losses attributable to any post-Closing migration or leaching of such Hazardous Materials to the extent such migration or leaching is not caused by any negligent action or omission of the Purchaser or the Styron Holdcos or any of their respective Affiliates, officers, directors, employees or agents.

(e) Notwithstanding anything to the contrary contained in this Agreement, none of the Seller or any of its Affiliates shall be liable for any claim for indemnification for any Pre-Closing Environmental Liability, including any Straddle Environmental Liability, that is made after the tenth anniversary of the Closing Date; provided, however, that any claim made with reasonable specificity by the Purchaser prior to the tenth anniversary of the Closing Date shall survive until such claim is finally and fully resolved. The maximum amount of indemnifiable Losses which may be recovered from the Seller arising out of or resulting from any Pre-Closing Environmental Liability, including any Straddle Environmental Liability, shall be an amount equal to 25% of the Purchase Price.

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ARTICLE X

TERMINATION

SECTION 10.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by either the Seller or the Purchaser if the Closing shall not have occurred by August 12, 2010 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.01(a) shall not be available to any party hereto whose failure to fulfill any obligation under this Agreement shall have been the direct cause of the failure of the Closing to occur on or prior to such date; provided, further, that during such period of five (5) Business Days following the date the Closing should have occurred pursuant to Section 2.03, no party shall have the right to terminate this Agreement pursuant to this Section 10.01(a);

(b) by either the Seller or the Purchaser in the event that (i) any Governmental Order, enjoining or otherwise prohibiting the purchase of the Styron Equity Interests contemplated by this Agreement shall have become final and non-appealable; or (ii) any Governmental Authority shall have finally and non-appealable; provided, however, that the Purchaser’s right to terminate this Agreement under this Section 10.01(b) shall not be available to the Purchaser if the Purchaser has failed to fulfill any of its material obligations under Section 5.04;

(c) by the Seller if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser set forth in this Agreement (including an obligation to consummate the Closing) shall have occurred that would, if occurring or continuing on the Closing Date, cause the condition set forth in Section 8.01(a) not to be satisfied, and such breach or failure is not cured, or is incapable of being cured, within 30 days (but no later than the Termination Date) of receipt of written notice by the Seller to the Purchaser of such breach; provided, that the Seller is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 8.02 not to be satisfied;

(d) by the Purchaser if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Seller set forth in this Agreement (including an obligation to consummate the Closing) shall have occurred that would, if occurring or continuing on the Closing Date, cause the condition set forth in Section 8.02(a) not to be satisfied, and such breach or failure is not cured, or is incapable of being cured, within 30 days (but no later than the Termination Date) of receipt of written notice by the Purchaser to the Seller of such breach; provided, that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 8.01 not to be satisfied;

(e) by the written consent of the Seller and the Purchaser; or

(f) by the Seller if (i) (A) all the closing conditions contained in Section 8.02 have been waived (in writing) by the Purchaser or satisfied (other than those conditions that by their nature are to be satisfied at the Closing) and nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 8.02 to fail to be satisfied; (B) the

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Purchaser fails to complete the Closing within five (5) Business Days following the date the Closing should have occurred pursuant to Section 2.03 because of a Financing Failure Event; and (C) the Seller stood ready, willing and able to consummate during such period.

SECTION 10.02. Effect of Termination.

(a) In the event of termination of this Agreement as provided in Section 10.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, provided, however, that (i) Section 5.03, this Section 10.02 and Article XI shall survive any termination; and (ii) subject to the limitations set forth in this Section 10.02, nothing herein shall relieve any party hereto from liability for any breach of this Agreement occurring prior to such termination, provided, further, that (A) if this Agreement is terminated by the Seller pursuant to Section 10.01(f), then the Purchaser shall pay $75,000,000 (the “Termination Fee”) to the Seller no later than fifteen (15) Business Days after such termination, by wire transfer of same day funds to an account designated by the Seller; and (B) in the event of a termination of this Agreement where the Seller is entitled to receive the Termination Fee, the Seller’s right to receive payment of the Termination Fee from the Purchaser pursuant to this Section 10.02 shall be the sole and exclusive remedy of the Seller and the Styron Holdcos against the Purchaser, the Senior Lenders, the Mezzanine Lenders and any of their respective former, current or future equity holders, controlling persons, general or limited partners, members, stockholders, directors, officers, employees, Affiliates, managers or agents or against any of their respective former, current or future equity holders, controlling persons, general or limited partners, members, stockholders, directors, officers, employees, Affiliates, managers or agents (but not including the Purchaser) (each, a “Non-Recourse Party”) for any loss or damage suffered as a result of the breach of this Agreement or any representation, warranty, covenant or agreement contained herein by the Purchaser or the failure of the transactions contemplated hereby to be consummated and upon payment of the Termination Fee in accordance with Section 10.02(a), none of the Purchaser or any of its Non-Recourse Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement.

(b) Subject to Section 10.02(a), in circumstances in which the Termination Fee is not payable to the Seller pursuant to the foregoing provisions of this Section 10.02, in the event of termination pursuant to Section 10.01(c), the Seller shall have the right to recover any and all Losses arising from any such breach by the Purchaser; provided that in no event, whether or not this Agreement shall have been terminated, shall the Purchaser be subject to monetary damages in excess of the Equity Commitment Amount (the “Liability Cap”) in the aggregate, respectively, for all Losses arising from or in connection with breaches by the Purchaser of its representations, warranties, covenants and agreements contained in this Agreement or arising from any other claim or cause of action, and none of the Purchaser or any of its Non-Recourse Parties shall have any further liability or obligation to the other parties or otherwise relating to or arising out of this Agreement or the transactions contemplated hereby. In no event shall the Seller, the Holdcos or any of their Affiliates seek to recover monetary damages from any of the Purchaser’s or the Equity Investor’s Non-Recourse Parties (other than as provided in the Guarantee).

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(c) If the Seller has the right to terminate this Agreement pursuant to Section 10.01(f), then the Seller may either (i) provide written notice of termination pursuant to Section 10.01(f) (the “Section 10.01(f) Notice”) to the Purchaser (such notice to be provided no later than the earlier of 15 Business Days of (A) the receipt of the notice provided by the Purchaser notifying the Seller of the occurrence of the event giving rise to the Seller’s termination right pursuant to Section 10.01(f); and (B) the Seller learning about the occurrence of the event giving rise to the termination right of the Seller pursuant to Section 10.01(f)); or (ii) the Seller can, by delivery of written notice (the “Funding Notice”) to the Purchaser (such notice to be provided no later than the earlier of 15 Business Days of (A) the receipt of the notice provided by the Purchaser notifying the Seller of the occurrence of the event giving rise to the Seller’s termination right pursuant to Section 10.01(f); and (B) the Seller learning about the occurrence of the event giving rise to the termination right of the Seller pursuant to Section 10.01(f)), to both (1) provide an amount of second-lien debt equal to fifty percent (50%) of the Funding Shortfall Amount, on market terms and conditions consistent with second-lien debt financings and (2) require the Investors to provide a guarantee for an amount of senior debt equal to fifty percent (50%) of the Funding Shortfall Amount, on terms and conditions consistent with the Senior Debt Commitments (or, if applicable, the Alternative Financing Commitments); provided, that (x) in no event will the Closing occur prior to expiration of the Investor Marketing Period; and (y) if the Investor has failed to obtain an amount of senior debt equal to fifty percent (50%) of the Funding Shortfall Amount, on terms and conditions consistent with the Senior Debt Commitments (or, if applicable, the Alternative Financing Commitments) by the expiration of the Investor Marketing Period, then the Investors shall provide to the Purchaser an amount of senior debt equal to fifty percent (50%) of the Funding Shortfall Amount, on terms and conditions consistent with the Senior Debt Commitments (or, if applicable, the Alternative Financing Commitments). The Investors’ obligations under this Section 10.02(c) are subject to the terms and conditions of the Investor Financing Commitment.

(d) In the event that the Seller receives the Termination Fee pursuant to this Agreement, the receipt of such amounts shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Seller, any of the Seller’s Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Seller, any of the Seller’s Affiliates or any other Person shall be entitled to bring or maintain any other Action against the Purchaser or any of its Affiliates arising out of this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. The parties hereto agree that in no event shall the Purchaser be required to pay the Termination Fee on more than one occasion.

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by

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this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 11.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service or by facsimile to the respective parties hereto at the following addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section 11.02):

(e) if to the Seller and, prior to the Closing, to the Styron Holdcos:

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

Facsimile: (989) 638-9347

Attention: Executive Vice President and General Counsel

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

Facsimile: (212) 848-7179

Attention: George A. Casey, Esq.

(f) if to the Purchaser and, following the Closing, to the Styron Holdcos:

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile: (212) 421-2225

Attention: Stephen M. Zide

with a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Facsimile: (212) 446-6460

Attention: Eunu Chun, Esq.

SECTION 11.03. Public Announcements. None of the parties to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby or otherwise communicate with any news media regarding this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby without the prior written consent

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of the other parties unless such press release or public announcement is required by Law or applicable stock exchange regulation, in which case the parties to this Agreement shall, to the extent practicable, consult with each other as to the timing and contents of any such press release, public announcement or communication; provided, however, that the prior written consent of the other parties shall not be required hereunder with respect to any press release, public announcement or communication that is substantially similar to a press release, public announcement or communication previously issued with the prior written consent of the other parties.

SECTION 11.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 11.05. Entire Agreement. This Agreement, the other Transaction Documents and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof.

SECTION 11.06. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by operation of Law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser), as the case may be, and any attempted assignment without such consent shall be null and void; provided, that the Purchaser may, without the prior written consent of the Seller, assign (a) any or all of its rights and obligations under this Agreement to one or more of its Affiliates, but no such assignment shall relieve the Purchaser of its obligations hereunder; (b) its rights under this Agreement to any of its financing sources provided that such assignment is effected only for collateral purposes and this clause shall not permit and foreclosures or other execution of such assignment; and (c) any or all of its rights to any third party who subsequently purchases all or substantially all of the equity or assets of the Styron Group.

SECTION 11.07. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Seller, each Styron Holdco and the Purchaser that expressly references the Section of this Agreement to be amended; or (b) by a waiver in accordance with Section 11.08.

SECTION 11.08. Waiver. Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other parties; (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered by the other parties pursuant hereto; or (c) waive compliance with any of the

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agreements of the other parties or conditions to such parties’ obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 11.09. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 11.10. Specific Performance. The parties hereto acknowledge and agree that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement by any party hereto could not be adequately compensated by monetary damages alone and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), such party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking. The parties hereto further agree that prior to the Closing, if all the closing conditions contained in Section 8.02 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) and if (i) all conditions have been satisfied under the Debt Financing and full proceeds of the Debt Financing are available to be drawn down by the Purchaser, or (ii) if the Seller provides the Funding Notice, then the Seller shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement (without posting any bond or other undertaking) in order to cause the Purchaser to draw down such proceeds of the Debt Financing or the Investor Financing pursuant to Section 10.02(c) (as the case may be) and the full proceeds of the Equity Financing and enforce specifically the Closing (and pay the Purchase Price) on the terms and subject to the conditions in this Agreement. In no event shall the Seller be entitled to seek the remedy of specific performance of this Agreement other than solely under the specific circumstances and as specifically set forth in the preceding sentence. The parties hereto agree that they will not contest the appropriateness of specific performance as a remedy.

SECTION 11.11. Governing Law.

(A) THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR PRINCIPLES THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

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(B) EXCEPT AS PROVIDED IN SECTION 2.07, ALL ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY; PROVIDED, HOWEVER, THAT IF SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH ACTION, SUCH ACTION SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ANY DELAWARE STATE COURT OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR IN THE BOROUGH OF MANHATTAN. CONSISTENT WITH THE PRECEDING SENTENCE, EACH OF THE PARTIES HERETO HEREBY (I) SUBMITS GENERALLY AND UNCONDITIONALLY TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, ANY DELAWARE STATE COURT OR FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR IN THE BOROUGH OF MANHATTAN, FOR THE PURPOSE OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT BY ANY PARTY HERETO OTHER THAN ACTIONS PURSUANT TO SECTION 2.07; (II) IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE, OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE ACTION IS IMPROPER, OR THAT THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY ANY OF THE ABOVE-NAMED COURTS; (III) AGREES NOT TO BRING OR PERMIT ANY OF ITS AFFILIATES TO BRING ANY ACTION IN ANY JURISDICTION WITH RESPECT TO THE MATTERS DESCRIBED IN THIS SECTION 11.11 OTHER THAN THE EXCLUSIVE JURISDICTION PROVIDED IN THIS SECTION 11.11; AND (IV) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.02, IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(c) Notwithstanding any other provision of this Agreement, each of the parties hereto agrees that it will not bring any Action, whether at law or in equity, whether in contract or in tort or otherwise, against the Senior Lenders in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Senior Debt Financing Commitment or the performance thereof, in any forum other than any state or federal court sitting in the State of Delaware or in the Borough of Manhattan.

SECTION 11.12. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

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BY THIS AGREEMENT, INCLUDING THE SENIOR DEBT FINANCING COMMITMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.12.

SECTION 11.13. Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.

THE DOW CHEMICAL COMPANY
By:	/s/ J.R. (Jim) Fitterling
	Name:	J.R. (Jim) Fitterling
	Title:	Vice President, Corporate Development
STYRON LLC
By:	/s/ J.R. (Jim) Fitterling
	Name:	J.R. (Jim) Fitterling
	Title:	Authorized Signatory
STYRON HOLDING B.V.
By:	/s/ J.R. (Jim) Fitterling
	Name:	J.R. (Jim) Fitterling
	Title:	Authorized Signatory
STY ACQUISITION CORP.
By:	/s/ Stephen Zide
	Name:	Stephen Zide
	Title:	President

Signature Page to Sale and Purchase Agreement

STRICTLY CONFIDENTIAL

April 1, 2010

STY Acquisition Corp.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile: (212) 421-2225

Attention: Stephen M. Zide

Dear Mr. Zide:

Reference is made to that Sale and Purchase Agreement (the “Purchase Agreement”), dated as of March 2, 2010, among The Dow Chemical Company, a Delaware corporation, Styron LLC, a Delaware limited liability company, Styron Holding B.V., a limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands and STY Acquisition Corp., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Pursuant to Section 11.07 of the Purchase Agreement, the parties to the Purchase Agreement hereby agree that Section 2.05(f) is hereby amended by deleting Section 2.05(f) in its entirety and replacing it with the following:

“(f) the Holdco Equity Interests, for an aggregate purchase price equal to the Dow Investment Amount and on the terms set forth on Exhibit SS and other mutually agreeable terms, if and only if the Seller provides a written notice to the Purchaser by 7:00 p.m. New York time on April 15, 2010, specifying whether it elects to purchase Holdco Equity Interests at Closing and the amount of the Dow Investment Amount (provided, that such written notice shall be irrevocable upon receipt by the Purchaser).”

Pursuant to Section 11.07 of the Purchase Agreement, the parties to the Purchase Agreement hereby agree that Section 4.07 is hereby amended by deleting Section 4.07 in its entirety and replacing it with the following:

“SECTION 4.07. Brokers. Except for Blackstone Advisory Partners L.P., Moelis & Company, LLC, Barclays Capital, Inc. and Lazard Freres & Co. LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or

commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents based upon arrangements made by or on behalf of the Purchaser or its Affiliates. The Purchaser or its Affiliates shall be solely responsible for the fees and expenses of Blackstone Advisory Partners L.P., Moelis & Company, LLC, Barclays Capital, Inc. and Lazard Freres & Co. LLC.”

Except as amended by this letter agreement, the Purchase Agreement shall remain in full force and effect.

[Signature Page Follows]

STRICTLY CONFIDENTIAL

Please acknowledge your agreement with the foregoing by signing and returning a copy of this letter.

Very truly yours,
THE DOW CHEMICAL COMPANY
By:	/s/ Timothy O. King
Name:	TIMOTHY O. KING
Title:	AUTHORIZED REPRESENTATIVE
STYRON LLC
By:	/s/ James R. Fitterling
Name:	JAMES R. FITTERLING
Title:	AUTHORIZED REPRESENTATIVE
STYRON HOLDING B.V.
By:	/s/ James R. Fitterling
Name:	JAMES R. FITTERLING
Title:	AUTHORIZED REPRESENTATIVE

Acknowledged and agreed as of the date first set forth above:

STY ACQUISITION CORP.
By:	/s/ Seth Meisel
Name:	SETH MEISEL
Title:	VICE PRESIDENT

[Signature Page to Amendment]

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AMENDMENT TO SALE AND PURCHASE AGREEMENT

AMENDMENT (this “Amendment”), dated as of June 17, 2010, to the Sale and Purchase Agreement (the “Purchase Agreement”), dated as of March 2, 2010 and as amended on April 1, 2010, among The Dow Chemical Company, a Delaware corporation, Styron LLC, a Delaware limited liability company, Styron Holding B.V., a limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands, and Styron S.à.r.l., a limited liability company (Société à responsabilité limitée) formed under the laws of Luxembourg (as assignee of STY Acquisition Corp.). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

WITNESSETH:

WHEREAS, pursuant to and in accordance with Section 11.07 of the Purchase Agreement, the parties to the Purchase Agreement wish to amend the Purchase Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1

Purchase Agreement

Section 1.01 Definitions.

(a) The definition of “Closing Date Payment” in Section 1.01 is hereby amended and replaced in its entirety with the following:

““Closing Date Payment” means an amount equal to the Purchase Price (a) less the JV Adjustment Amount, if any; (b) less the Estimated Employee Liabilities Amount; (c) subject to Section 2.03(c), adjusted for the Estimated Closing Date Working Capital Amount as follows: (i) if the Estimated Closing Date Working Capital Amount exceeds the Target Closing Date Working Capital Amount, the Closing Date Payment shall be increased by such amount; and (ii) if the Target Closing Date Working Capital Amount exceeds the Estimated Closing Date Working Capital Amount, the Closing Date Payment shall be reduced by such amount; (d) less the Seller Note Amount; (e) less an amount equal to fifty percent (50%) of the Funding Shortfall Amount, but only if the Seller provides the Funding Notice in accordance with Section 10.02(c); (f) less the amount of the Unpaid Indebtedness; and (g) less the WC Payment Amount.”

(b) The definition of “Dow Investment Amount” in Section 1.01 is hereby amended and replaced in its entirety with the following:

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““Dow Investment Amount” means an amount equal to $48,750,000, which represents an amount equal to seven and one-half percent (7.5%) of the aggregate amount funded in cash at the Closing by all holders of the Holdco Equity Interests.”

(c) The definition of “Excluded Leases” in Section 1.01 is hereby amended and replaced in its entirety with the following:

““Excluded Leases” means the Finance Lease and the Synthetic Lease; provided, that with respect to the definition of Indebtedness, Excluded Leases shall also include the Leveraged Sublease and the Synthetic Operating Lease.”

(d) The definition of “Indebtedness” is hereby amended and supplemented by replacing the words “excluding any Excluded Leases” at the end thereof with the words “excluding any Excluded Leases and the PRC Loan”.

(e) The following definitions shall be added to Section 1.01:

““ESBR Line” means the production train at the Schkopau Site that produces emulsion styrene butadiene.

“Incident” means the power outage and the resulting deflagration, explosion and fire that occurred at the Schkopau Site on June 15, 2010.

“Leveraged Sublease” means the Sublease Agreement (TDCC 2006-B), dated as of June 17, 2010 (as amended, amended and restated, modified or supplemented from time to time), between the Seller, as sublessor, and Styron LLC, as sublessee.

“Line” means any of the ESBR Line, the Li-PBR Line, the Ni-PBR Line, the SSBR Line or the SSBR-JSR Line.

“Li-PBR Line” means the production train at the Schkopau Site that produces Lithium polybutadiene rubber.

“Marine Terminal License” means the approval from the Agência Nacional de Transportes Aquaviários - ANTAQ to use the maritime terminal.

“Ni-PBR Line” means the production train at the Schkopau Site that produces Nickel polybutadiene rubber.

“Operational Date” means, with respect to each Line, the first date on which the Site Repair conducted with respect to such Line has resulted in the equipment of such Line being operational and in a condition substantially equivalent to its condition and operation prior to the Incident.

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“PRC Loan” means the loan pursuant to the Multi-Party Entrustment Loan Agreement among each party named in schedule one thereof (as may be added from time to time in accordance with the terms of such agreement), acting as a borrower and/or a lender, as the case may be, in accordance with confirmations accepted by Standard Chartered Bank (China) Limited.

“Schkopau Site” means the site located at Straße B 13, 06258 Schkopau, Germany.

“Site Repair” means the work reasonably necessary to repair, replace or restore the equipment at the Schkopau Site damaged in the Incident such that (i) such equipment is operational and (ii) the condition of such equipment is substantially equivalent to its condition prior to the Incident.

“Special Partnership Agreement” means the Complementary Special Partnership Agreement, dated as of May 1, 2008, by and between Styron do Brasil Comércio de Produtos Químicos Ltda. (as assignee of Dow Brasil Sudeste Industrial LTDA) and Americas Styrenics Industria e Comercio de Poliestireno LTDA.

“SSBR Line” means the production train at the Schkopau Site that produces solution styrene butadiene rubber.

“SSBR-JSR Line” means the production train at the Schkopau Site that produces solution styrene butadiene rubber in accordance with a capacity rights agreement with JSR Corporation.

“Synthetic Operating Lease” means the Lease Agreement, dated as of June 17, 2010 (as amended, amended and restated, modified or supplemented from time to time), between the Seller, as lessor, and Styron LLC, as lessee.”

Section 1.02 Seller Note. Section 2.05(e) is hereby amended and replaced in its entirety with the following:

(a) “(e) a promissory note in an original principal amount equal to the Seller Note Amount, in the form attached hereto as Exhibit TT; and”

(b) Exhibit TT (Seller Promissory Note) is hereby amended and replaced in its entirety with the revised Exhibit TT attached hereto.”

Section 1.03 Holdco Equity Interests. Section 2.05(f) is hereby amended and replaced in its entirety with the following:

“(f) the Holdco Equity Interests, for an aggregate purchase price equal to the Dow Investment Amount and on the terms set forth on Exhibit SS and other mutually agreeable terms.”

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Section 1.04 Restructuring Transactions. Section 5.05 is hereby amended and supplemented by adding the following at the end of Section 5.05:

“After the Closing Date, the following terms and conditions shall apply to the procedures set forth in Section 4.3 of Schedule 5.05 for any Transferred Contracts (other than a Rail Car Lease Agreement) or Partially Transferred Contract that cannot be transferred to a member of the Styron Group: (i) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, any material amendment of, or material modification to, such Transferred Contract or Partially Transferred Contract (including any material amendment or material modification required or necessary to obtain the consent of the counterparty to such Transferred Contract or Partially Transferred Contract) shall require the prior written approval of the Purchaser (such approval not to be unreasonably withheld, delayed or conditioned); (ii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract, the Seller will keep the Purchaser reasonably informed of any requests made by the counterparty to such Transferred Contract or Partially Transferred Contract to amend or modify the terms of such Transferred Contract or Partially Transferred Contract; (iii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract in accordance with terms hereof, the Seller shall perform its, or cause its Affiliates to perform their, obligations under such Transferred Contract or Partially Transferred Contract in accordance with the terms thereof and, in connection therewith, the Seller shall use commercially reasonable efforts to follow reasonable directions provided by the applicable member of the Styron Group so long as such directions do not cause a breach of such contract (provided, that the Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, be responsible for and indemnify the Seller and its Affiliates against all Losses arising from or relating to the Seller’s or its Affiliates’ compliance with this subsection (iii); and (iv) the Seller, the Styron Holdcos and the Purchaser shall use commercially reasonable efforts to agree to commercially reasonable terms for purposes of effectuating the benefits and burdens of such Transferred Contract or Partially Transferred Contract.”

Section 1.05 Further Action. Section 5.13 is hereby amended and supplemented by adding the following at the end thereof:

“(e) From and after the Closing, the Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, (i) use commercially reasonable efforts to promptly obtain the Marine Terminal License; and (ii) cooperate with the Seller in promptly seeking to obtain the Marine Terminal License.”

Section 1.06 Release from Credit Support Instruments. Section 5.09 is hereby amended and supplemented by:

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(a) adding a subsection reference “(a)” after the subheading “Release from Credit Support Instruments”;

(b) replacing the words “Schedule 5.09” in such Section 5.09(a) with the words “Schedule 5.09(a)”;

(c) adding a new subsection (b) as follows:

“(b) Credit support instruments that are established by the Styron Group prior to the Closing (including the credit support instruments set forth on Schedule 5.09(b)) in connection with the Restructuring Transactions (including credit support instruments that replace credit support instruments of Dow Entities) shall not be considered Indebtedness for the purposes of this Agreement.”

(d) adding a new subsection (c) as follows:

“(c) Notwithstanding anything to the contrary set forth herein, from and after the Closing, the Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, use commercially reasonable efforts to take or cause to be taken all actions necessary to secure the unconditional release of each Dow Entity from the guarantees set forth in Schedule 5.09(c), (the “Contract Guarantees”), including by effecting such release by providing guarantees, and the Purchaser and the Styron Holdcos shall, and shall cause the Styron Subsidiaries to, use commercially reasonable efforts to, be substituted in all respects for each Dow Entity that is party to a Contract Guarantee, so that the applicable member of the Styron Group shall be solely responsible for the obligations of such Contract Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller; provided, further, that the Purchaser and the Styron Holdcos shall not be obligated to replace a Contract Guarantee or an Additional Contract Guarantee with cash collateral, a letter of credit or a similar credit support instrument. In the event the Seller identifies, after the Closing, guarantees by a Dow Entity guaranteeing the obligations of the assigning party or a Styron Holdco or a Styron Subsidiary relating to a Transferred Contract or a Partially Transferred Contract (the “Additional Contract Guarantees”), the Seller shall notify the Purchaser and the Styron Holdcos in writing of the existence and terms of such Additional Contract Guarantees, and the Purchaser and the Styron Holdcos, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Contract Guarantees in a manner consistent with the foregoing. All costs and expenses incurred in connection with the release or substitution of the Contract

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Guarantees and the Additional Contract Guarantees, as the case may be, shall be borne by the Purchaser and the Styron Holdcos. From and after the Closing, the Purchaser and the Styron Holdcos shall indemnify Dow for any and all Losses arising from or relating to the Contract Guarantees and the Additional Contract Guarantees.”

Section 1.07 Miscellaneous. Section 3.06 is hereby amended by deleting the subsection reference “(e)” and replacing it with “(b)”.

Section 1.08 Indemnification. Section 9.02 is hereby amended as follows:

(a) by deleting “or” immediately prior to the words “(c) the Excluded Liabilities”; and

(b) by adding the following immediately after the words “(c) the Excluded Liabilities”:

“; (d) Losses resulting from the occurrence of any event or circumstance that would obligate the Ostensible Partner (as defined in the Special Partnership Agreement) to make any payment pursuant to Section 4.8 of the Special Partnership Agreement that it would not have been required to pay under that section had it held a valid Marine Terminal License; provided, that the indemnification obligations set forth in this Section 9.02(d) shall not be subject to any of the limitations set forth in Section 9.04(b) ; or (e) the Site Repair as set forth in Section 9.08.”

Section 1.09 The following Section 9.08 shall be inserted after Section 9.07:

“SECTION 9.08. Site Repair. With respect to the Seller’s indemnification obligations under Section 9.02(e):

(a) the Seller shall have the right to conduct and control, in its sole discretion, the Site Repair, including management and oversight of the project, hiring and directing contractors and vendors and determining the need for and ordering the necessary equipment;

(b) the Purchaser and the Styron Holdcos shall, and shall cause their respective Affiliates to, (i) cooperate with the Seller, including by providing access to the Schkopau Site to employees, third-party contractors and sub-contractors, representatives of local regulatory authorities (in accordance with local requirements), insurance claim adjustors, vendors and such other persons as the Seller may reasonably determine need to have such access; (ii) promptly and fully comply with all requests and instructions by the Seller that relate to the Site Repair; (iii) permit the Seller or its designees to use any Styron employees and equipment in connection with the Site Repair at no cost to the Seller, in a manner consistent with past custom and practice for similar purposes; and

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(iv) not incur any cost and expenses without the Seller’s consent, except for costs and expenses necessary to comply with applicable Law and address emergency situations;

(c) the Seller shall have no obligation to indemnify the Purchaser Indemnified Parties to the extent any Losses are increased or caused by the Purchaser or a member of the Styron Group failing to comply with any of their obligations hereunder;

(d) the Site Repair shall be deemed completed, and the Seller’s obligations with respect thereto shall terminate on the Operational Date; and

(e) subject to the terms of any Transaction Documents relating to the Schkopau Site, the Purchaser and the Styron Holdcos shall be solely responsible for the operation and maintenance of each Line following the Operational Date of such Line and of the Schkopau Site following the completion of the Site Repair.”

Section 1.10 The following Section 9.09 shall be inserted after Section 9.08:

“SECTION 9.09. Business Interruption Payments. The Seller shall indemnify Styron with respect to any Losses arising out of or resulting from the Incident as follows:

(a) Starting on July 1, 2010 and until the Operational Date, the Seller shall pay to the Styron Group, with respect to each Line that has not had the Operational Date occur prior to July 1, 2010 , the amounts per day set forth in Schedule 9.09 (the “Business Interruption Payments”). The Business Interruption Payments shall be made with respect to each Line at the end of each month and shall be calculated on the basis of the actual number of days elapsed prior to the Operational Date during the month with respect to which the payment is determined.

(b) The parties hereto acknowledge and agree that, notwithstanding anything herein to the contrary, the indemnification provisions of Section 9.08 and this Section 9.09 shall be the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any Losses (other than Losses from any Third Party Claim resulting from the Incident, which the parties acknowledge shall be an Excluded Liability, hereinafter referred to as an “Incident Third-Party Claim”) arising out of or resulting (directly or indirectly) from the business interruption due to the Incident. The parties hereto acknowledge and agree that any amounts paid by or on behalf of the Seller pursuant to this Section 9.09 shall constitute liquidated damages for any and all Losses suffered or incurred by the Purchaser Indemnified Parties from the business interruption due to the Incident (other than with respect to any Incident Third-Party Claims). In

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no event shall the Seller be subject to any liability with respect to any Losses (other than Losses resulting from an Incident Third-Party Claim) relating to or arising out of the Incident other than under Section 9.08 and this Section 9.09 and none of the Purchaser Indemnified Parties shall be entitled to or shall seek any other payment, monetary damages, indemnification or equitable relief in respect of any such Losses and each of the Purchaser and the Styron Holdcos hereby waive on behalf of itself and the other Purchaser Indemnified Parties any Claims with respect thereto.

(c) The Purchaser and the Styron Holdcos shall, and shall cause their Affiliates to, provide the Seller and its designees with full access to the Styron Group’s books and records and employees to enable the Seller to determine the actual amount of Losses resulting from the Incident, including the Losses resulting from the business interruption caused by the Incident; provided, however, that no adjustment shall be made to the Business Interruption Payments as a result of such determination.”

Section 1.11 The following Section 9.10 shall be inserted after Section 9.09:

“SECTION 9.10. Incident Insurance. The Seller shall retain an insurable interest in connection with the Incident for the duration of any Loss associated therewith, including the duration of the business interruption Loss. The Seller shall retain the exclusive right to any insurance proceeds (with respect to insurance maintained by it) that may be collectible with respect to any such Loss, and shall have sole authority to negotiate with its insurers in the adjustment and resolution of any insurance claim related to such Loss. The Purchaser and the Styron Holdcos shall, and shall cause each of the Styron Subsidiaries to, cooperate in the investigation, adjustment and resolution of any such insurance claim.”

ARTICLE 2

Schedules

Section 2.01 Schedules The Schedules to the Purchase Agreement are hereby amended as set forth in Annex I hereto; provided, that the parties hereto acknowledge and agree that (i) any information disclosed in such amended Schedules to the Purchase Agreement that relates to employee and benefit matters shall not be taken into account for purposes of determining the Purchaser’s compliance with terms and conditions of Schedule 6 and (ii) none of the items disclosed on Annex I shall be deemed disclosed for purposes of Annex II hereto, except if such items are expressly disclosed on Annex II hereto.

ARTICLE 3

Seller Disclosure Schedule

Section 3.01 Seller Disclosure Schedule. The Seller Disclosure Schedule is hereby amended as set forth in Annex II hereto. The Purchaser acknowledges its receipt of such

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amendments to the Seller Disclosure Schedule and reserves all of its rights under the Purchase Agreement, including under Section 5.07(a).

ARTICLE 4

Acknowledgement

Section 4.01 Acknowledgement.

(a) The parties hereto acknowledge and agree that, notwithstanding anything to the contrary set forth in the Purchase Agreement, (i) the relevant Dow Entity and a member of the Styron Group will not enter into a sublease agreement with respect to the Synthetic Lease; (ii) the Seller will be purchasing 272 of the railcars that are subject to the Synthetic Lease on or prior to the Closing (the “Purchased Railcars”); and (iii) on the Closing Date, the relevant Dow Entity and a member of the Styron Group will enter into an operating lease pursuant to which the relevant Dow Entity will lease the Purchased Railcars to such member of the Styron Group on mutually satisfactory terms.

(b) The parties hereto shall use commercially reasonable efforts to confirm with the Seller’s auditors as soon as practicable after the Closing Date that acknowledgment or non-reliance letters to the Seller’s auditors are not required in order to obtain any of the financial statements described in Part I of Schedule 5.07.

ARTICLE 5

General Provisions

Section 5.01 Entire Agreement. This Amendment and the Purchase Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and thereof.

Section 5.02 No Other Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Purchase Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 5.03 Miscellaneous. The provisions of Sections 1.03 (Interpretation and Rules of Construction), 11.04 (Severability), 11.06 (Assignment), 11.08 (Waiver), 11.09 (No Third-Party Beneficiaries), 11.11 (Governing Law), 11.12 (Waiver to Jury Trial) and 11.13 (Counterparts) of the Purchase Agreement are incorporated herein by reference as if set forth in full herein and shall apply to the terms and provisions of this Amendment and the parties hereto mutatis mutandis.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the date first written above by its representatives.

THE DOW CHEMICAL COMPANY
By:	/s/ Stephen Doktycz
	Name:     Stephen Doktycz
	Title:       Authorized Representative

[Signature Page to Amendment to Sale and Purchase Agreement]

STYRON LLC
By:	/s/ Timothy King
	Name:	Timothy King
	Title:	Authorized Representative

[Signature Page to Amendment to Sale and Purchase Agreement]

STYRON HOLDING B.V.
By:	/s/ Timothy King
	Name:	Timothy King
	Title:	Authorized Representative

[Signature Page to Amendment to Sale and Purchase Agreement]

STYRON S.À.R.L.
By:	/s/ Ailbhe Jennings
Name:	Ailbhe Jennings
Title:	Manager
By:	/s/ Michel Plantevin
Name:	Michel Plantevin
Title:	Manager

[Signature Page to Amendment to Sale and Purchase Agreement]

EX-3.1

Exhibit 3.1

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Bain Capital Everest (Luxco 2) S.à r.l.

Société à responsabilité limitée

Siège social:	9A, rue Gabriel Lippmann
	L-5365 Munsbach
Capital social:	USD 598.286,17.-
R.C.S. Luxembourg :	B 153.549

ASSEMBLEE GENERALE EXTRAORDINAIRE DU 29 AVRIL 2011

Me Elvinger N^o                         Me Schaeffer N^o

In the year two thousand and eleven, on the twenty-ninth day of April,

before us Maître Martine Schaeffer, notary residing in Luxembourg, Grand Duchy of Luxembourg, acting in replacement of Maître Joseph Elvinger, notary residing in Luxembourg, to whom remains the present deed,

was held an extraordinary general meeting (the Meeting) of the shareholders of Bain Capital Everest (Luxco 2) S.à r.l., a private limited liability company (société à responsabilité limitée), organized under the laws of Luxembourg, having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 153.549, and incorporated pursuant to a deed of Maître Henri Hellinckx, notary residing in Luxembourg, Grand Duchy of Luxembourg, on June 3, 2010, published on July 16, 2010 in the Mémorial C, Recueil des Sociétés et Associations, under number 1466 at page 70338 (the Company). The articles of associations of the Company (the Articles) were amended for the last time pursuant to a deed received by Maître Carlo Wersandt, notary residing in Luxembourg, Grand Duchy of Luxembourg acting in replacement of Maître Henri Hellinckx, notary residing in Luxembourg, Grand Duchy of Luxembourg, on February 3, 2011, not yet published in the Mémorial C, Recueil des Sociétés et Associations.

THERE APPEARED:

Bain Capital Everest Manager Holding S.C.A., a Luxembourg corporate partnership limited by shares (société à commandite par actions), having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 153.537 acting through its general partner Bain Capital Everest Manager (the Sole Shareholder),

here represented by Flora Gibert, employee of Notary Joseph Elvinger, notary residing professionally in Luxembourg, by virtue of a proxy given under a private seal.

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The said proxy, after having been signed ne varietur by the proxyholder and the undersigned notary, shall remain attached to the present deed for the purpose of registration.

The appearing party, represented as stated here above, has requested the undersigned notary to record that:

I. The Sole Shareholder holds all the shares in the share capital of the Company.

II. The agenda of the Meeting is worded as follows:

1. Vote of discharge of the managers of the Company for the proper performance of their duties as managers of the Company until the day of the Meeting.

2. Conversion of the Company into a public limited liability company (société anonyme), change of the name of the Company into “Trinseo S.A.” with immediate effect and maintenance of the activity and purpose of the Company.

3. Complete restatement of the articles of association of the Company in order to reflect the above conversion into a public limited liability company (société anonyme).

4. Amendment to the shareholders’ register of the Company with power and authority given to any manager of the Company and/or any employee and/or lawyer of Loyens & Loeff Luxembourg, each acting individually, under his or her sole signature, to reflect the above changes.

5. Appointment of the following persons as directors of the Company for a period of six (6) years:

• Ailbhe Jennings, born in Dublin, Ireland, on March 27, 1963, with professional address at 9A, Parc d’Activité Syrdall, L-5365 Munsbach, Grand Duchy of Luxembourg;

• Michel Plantevin, born in Marseille, France, on October 24, 1956, with professional address at Devonshire House, Mayfair Place, London W1J 8AJ, United Kingdom;

• Seth Meisel, born in Princeton, NJ, United States, on December 26, 1972, with professional address at 590 Madison Avenue, New York, NY 10022, United States;

• Stephen Zide, born in New York, NY, United States, on March 14, 1960, with professional address at 590 Madison Avenue, New York, NY 10022, United States;

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• Christopher Pappas, born in Providence, RI, United States, on August 3, 1955, with professional address at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, PA 19312, United States; and

• Mark Verdi, born in Morristown, NJ, United States, on July 3, 1966, with professional address at 111 Huntington Avenue, Boston, MA 02199, United States.

6. Statutory appointments.

7. Miscellaneous.

III. The entirety of the share capital of the Company being represented at the present Meeting, the Sole Shareholder considers itself as duly convened and declares to have perfect knowledge of the agenda which was communicated to it in advance and consequently waives all the rights and formalities it is entitled to for the convening of the Meeting.

IV. The Sole shareholder has taken the following resolutions:

FIRST RESOLUTION

The Sole Shareholder resolves to grant full discharge to the managers of the Company for the proper performance of their duties as managers of the Company until the day of the present Meeting.

SECOND RESOLUTION

The Sole Shareholder resolves to change the legal form of the Company, without interruption of its legal personality, and to adopt the form of a public limited liability company (société anonyme) in accordance with the provisions of article 3 of the Luxembourg law of August 10, 1915 on commercial companies, as amended (the Company Law).

As a result of the foregoing, the Sole Shareholder resolves to (i) change the name of the Company into “Trinseo S.A.” and (ii) maintain the activity as well as the purpose of the Company.

The change of the legal form of the Company is made on the basis of a report in satisfaction of articles 26-1 and 31-1 of the Company Law and drawn by PricewaterhouseCoopers S.à r.l., a private limited liability company (société à responsabilité limitée), having its registered office at 400 Route d’Esch L-1014 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 65.477, acting as independent auditor (réviseur d’entreprises), dated April 29, 2011 (the Report).

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The conclusions of the Report is the following:

“Based on our review, nothing has come to our attention that causes us to believe that the value of the net assets of Bain Capital Everest (Luxco 2) S.à r.l., amounting to USD 173 992 025 as at April 20, 2011, is not at least equal to the number and the nominal value of its shares.”

The Report shall remain attached to the present deed.

Following the conversion of the Company into a public limited liability company (“société anonyme”), the existing shares, the number and the nominal value of which remaining unchanged, are attributed to the Sole Shareholder of the Company.

THIRD RESOLUTION

As a consequence of the preceding resolution, the Sole Shareholder resolves to completely restate the Articles in order to reflect the conversion of the Company into a public limited liability company (société anonyme). The Articles shall henceforth read as follows: “

I. NAME – REGISTERED OFFICE – OBJECT – DURATION

Art.1.     Name

The name of the company is “Trinseo S.A.” (the Company). The Company is a public company limited by shares (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, in particular the law of August 10, 1915, on commercial companies, as amended (the Law), and these articles of incorporation (the Articles).

Art.2.     Registered office

2.1. The Company’s registered office is established in Munsbach, Grand Duchy of Luxembourg. It may be transferred within that municipality by a resolution of the board of directors (the Board). It may be transferred to any other location in the Grand Duchy of Luxembourg by a resolution of the general meeting of shareholders (the General Meeting), acting in accordance with the conditions prescribed for the amendment of the Articles.

2.2. Branches, subsidiaries or other offices may be established in the Grand Duchy of Luxembourg or abroad by a resolution of the Board. If the Board determines that extraordinary political or military developments or events have occurred or are imminent, and that those developments or events may interfere with the

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normal activities of the Company at its registered office, or with ease of communication between that office and persons abroad, the registered office may be temporarily transferred abroad until the developments or events in question have completely ceased. Any such temporary measures do not affect the nationality of the Company, which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg incorporated company.

Art.3.     Corporate object

3.1. The Company’s object is the acquisition of participations, in Luxembourg or abroad, in any company or enterprise in any form whatsoever, and the management of those participations. The Company may in particular acquire, by subscription, purchase and exchange or in any other manner, any stock, shares and other participation securities, bonds, debentures, certificates of deposit and other debt instruments and, more generally, any securities and financial instruments issued by any public or private entity. It may participate in the creation, development, management and control of any company or enterprise. Further, it may invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin.

3.2. The Company may borrow in any form. It may issue notes, bonds and any kind of debt and equity securities. It may lend funds, including, without limitation, the proceeds of any borrowings, to its subsidiaries, affiliated companies and any other companies. It may also give guarantees and pledge, transfer, encumber or otherwise create and grant security over some or all of its assets to guarantee its own obligations and those of any other company, and, generally, for its own benefit and that of any other company or person. For the avoidance of doubt, the Company may not carry out any regulated financial sector activities without having obtained the requisite authorization.

3.3. The Company may use any techniques, legal means and instruments to manage its investments efficiently and protect itself against credit risks, currency exchange exposure, interest rate risks and other risks.

3.4. The Company may carry out any commercial, financial or industrial operation and any transaction with respect to real estate or movable property, which directly or indirectly, favors or relates to its corporate object.

Art.4.     Duration

4.1. The Company is formed for an unlimited period of time.

4.2. The Company is not to be dissolved by reason of the death, suspension of civil rights, incapacity, insolvency, bankruptcy or any similar event affecting one or more shareholders.

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II. CAPITAL - SHARES

Art.5.     Capital

5.1. The share capital is set at five hundred ninety-eight thousand and two hundred and eighty-six hundred United States Dollars and seventeen cents (USD 598,286.17.-), represented by fifty-nine million and eight hundred and twenty-eight thousand and six hundred and seventeen (59,828,617) shares in registered form, having a nominal value of one cent of United States Dollar (USD 0.01.-) each.

5.2. The share capital may be increased or reduced once or more by a resolution of the General Meeting acting in accordance with the conditions prescribed for the amendment of the Articles.

Art.6.     Shares

6.1. The shares are and will remain in registered form (actions nominatives).

6.2. A register of shares is kept at the registered office and may be examined by any shareholder on request.

6.3. A share transfer is carried out by the entry in the register of shares of a declaration of transfer, duly signed and dated by both the transferor and the transferee or their authorized representatives, following a notification to or acceptance by the Company, in accordance with Article 1690 of the Civil Code. The Company may also accept other documents recording the agreement between the transferor and the transferee as evidence of a share transfer.

6.4. The shares are indivisible and the Company recognizes only one (1) owner per share.

6.5. The Company may redeem its own shares within the limits set forth by the Law.

III. MANAGEMENT – REPRESENTATION

Art.7.     Board of directors

7.1. Composition of the board of directors

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(i) The Company is managed by the Board, which is composed of at least three (3) members. The directors need not be shareholders.

(ii) The General Meeting appoints the directors, and determines their number and remuneration and the term of their mandate. Directors cannot be appointed for more than six (6) years and are re-eligible.

(iii) Directors may be removed at any time, with or without cause, by a resolution of the General Meeting.

(iv) No legal entity shall be appointed as director.

(v) If the office of a director becomes vacant, the other directors, acting by a simple majority, may fill the vacancy on a provisional basis until a new director is appointed by the next General Meeting.

7.2. Powers of the board of directors

(i) All powers not expressly reserved to the shareholder(s) by the Law or the Articles fall within the competence of the Board, which has full power to carry out and approve all acts and operations consistent with the Company’s corporate object.

(ii) The Board may delegate special and limited powers to one or more agents for specific matters.

(iii) The Board is authorized to delegate the day-to-day management, and the power to represent the Company in this respect, to one or more directors, officers, managers or other agents, whether shareholders or not, acting either individually or jointly. If the day-to-day management is delegated to one or more directors, the Board must report to the annual General Meeting any salary, fee and/or any other advantage granted to those director(s) during the relevant financial year.

(iv) The Board may constitute and determine the responsibilities, powers and authority of any committee of the Board, the members of which may be selected among or outside the Board.

7.3. Procedure

(i) The Board shall appoint a chairperson from among its members, and may choose a secretary who need not be a director and who will be responsible for keeping the minutes of the meetings of the Board and of General Meetings.

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(ii) The Board meets at the request of the chairperson or any director, at the place indicated in the notice, which in principle is in Luxembourg.

(iii) Written notice of any Board meeting is given to all directors at least twenty-four (24) hours in advance, except in the case of an emergency whose nature and circumstances are set forth in the notice.

(iv) No notice is required if all members of the Board are present or represented and state that they know the agenda for the meeting. A director may also waive notice of a meeting, either before or after the meeting. Separate written notices are not required for meetings which are held at times and places indicated in a schedule previously adopted by the Board.

(v) A director may grant another director a power of attorney in order to be represented at any Board meeting.

(vi) The Board may only validly deliberate and act if a majority of its members are present or represented. Board Resolutions are validly adopted by a majority of the votes by the directors present or represented. The chairman does not have a casting vote in the event of a tie vote. Board resolutions are recorded in minutes signed by the chairperson, by all directors present or represented at the meeting, or by the secretary (if any).

(vii) Any director may participate in any meeting of the Board by telephone or video conference, or by any other means of communication which allows all those taking part in the meeting to identify, hear and speak to each other. Participation by such means is deemed equivalent to participation in person at a duly convened and held meeting .

(viii) Circular resolutions signed by all the directors (the Directors’ Circular Resolutions) are valid and binding as if passed at a duly convened and held Board meeting, and bear the date of the last signature.

(ix) A director who has an interest in a transaction carried out other than in the ordinary course of business which conflicts with the interests of the Company must advise the Board accordingly and have the statement recorded in the minutes of the meeting. The director concerned may not take part in the deliberations concerning that transaction. A special report on the relevant transaction must be submitted to the shareholders at the next General Meeting, before any vote on the matter.

7.4. Representation

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(i) The Company is bound towards third parties in all matters by the signature of any director.

(ii) The Company is also bound towards third parties by the joint or single signature of any person to whom special signatory powers have been delegated.

Art.8.     Sole director

8.1. Where the number of shareholders is reduced to one (1), the Company may be managed by a single director until the ordinary General Meeting following the introduction of an additional shareholder. In this case, any reference in the Articles to the Board or the directors should be read as a reference to that sole director, as appropriate.

8.2. Transactions entered into by the Company which conflict with the interest of its sole director must be recorded in minutes. This does not apply to transactions carried out under normal circumstances in the ordinary course of business.

8.3. The Company is bound towards third parties by the signature of the sole director or by the joint or single signature of any person to whom the sole director has delegated special signatory powers.

Art.9.     Liability and Indemnification

9.1. The directors may not be held personally liable by reason of their mandate for any commitment they have validly made in the name of the Company’s name, provided those commitments comply with the Articles and the Law.

9.2. The Company shall, to the fullest extent permitted by the laws of the Grand Duchy of Luxembourg, indemnify any director or officer against all losses, liabilities, costs, charges and expenses reasonably incurred by him or her in connection with any claim, action, suits or proceedings in which he or she is involved by virtue of his or her being a director or officer of the Company, except in case of fraud, wilful misconduct, bad faith, gross negligence or reckless disregard to his or her duties as director or officer.

IV. SHAREHOLDER(S)

Art.10.   General meetings of shareholders

10.1. Powers and voting rights

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(i) Resolutions of the shareholders are adopted at a general meeting of shareholders (the General Meeting). The General Meeting has full powers to adopt and ratify all acts and operations which are consistent with the company’s corporate object.

(ii) Each share gives entitlement to one (1) vote.

10.2. Notices, quorum, majority and voting proceedings

(i) General Meetings are held at the time and place specified in the notices.

(ii) If all the shareholders are present or represented and consider themselves duly convened and informed of the agenda, the General Meeting may be held without prior notice.

(iii) A shareholder may grant written power of attorney to another person, shareholder or otherwise, in order to be represented at any General Meeting.

(iv) Any shareholder may participate in any General Meeting by telephone or video conference, or by any other means of communication which allows all those taking part in the meeting to identify, hear and speak to each other. Participation by such means is deemed equivalent to participation in person at the meeting.

(v) Any shareholder may vote by using the forms provided to that effect by the Company. Voting forms contain the date, place and agenda of the meeting and the text of the proposed resolutions. For each resolution, the form must contain three boxes allowing for a vote for or against that resolution or an abstention. Shareholders must return the voting forms to the registered office. Only voting forms received prior to the General Meeting are taken into account for calculation of the quorum. Forms which indicate neither a voting intention nor an abstention are void.

(vi) Resolutions of the General Meeting are passed by a simple majority vote, regardless of the proportion of share capital represented.

(vii) An Extraordinary General Meeting may only amend the Articles if at least one-half of the share capital is represented and the agenda indicates the proposed amendments to the Articles, including the text of any proposed amendment to the Company’s object or form. If this quorum is not reached, a second General Meeting may be convened by means of notices published twice in the Mémorial and two Luxembourg newspapers, at an interval of at least fifteen (15) days and at least fifteen (15) days before the meeting. These notices state the date and agenda of the General Meeting and the results of the previous General Meeting.

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The second General Meeting deliberates validly regardless of the proportion of capital represented. At both General Meetings, resolutions must be adopted by at least two-thirds of the votes cast.

(viii) Any change in the nationality of the Company and any increase in a shareholder’s commitment in the Company require the unanimous consent of the shareholders and bondholders (if any).

Art.11.   Sole shareholder

11.1. When the number of shareholders is reduced to one (1), the sole shareholder exercises all powers granted by the Law to the General Meeting.

11.2. Any reference to the General Meeting in the Articles is to be read as a reference to the sole shareholder, as appropriate.

11.3. The resolutions of the sole shareholder are recorded in minutes.

V. ANNUAL ACCOUNTS - ALLOCATION OF PROFITS - SUPERVISION

Art.12.   Financial year and approval of annual accounts

12.1. The financial year begins on 1 January and ends on 31 December of each year.

12.2. The Board prepares the balance sheet and profit and loss account annually, together with as an inventory stating the value of the Company’s assets and liabilities, with an annex summarizing its commitments and the debts owed by its officers, directors and statutory auditors to the Company.

12.3. One month before the Annual General Meeting, the Board provides the statutory auditors with a report on and documentary evidence of the Company’s operations. The statutory auditors then prepare a report stating their findings and proposals.

12.4. The annual General Meeting is held at the registered office or in any other place within the municipality of the registered office, as specified in the notice, on the second Monday of June of each year at 10.00 a.m. If that day is not a business day in Luxembourg, the annual General Meeting is held on the following business day.

12.5. The annual General Meeting may be held abroad if, in the Board’s, absolute and final judgement, exceptional circumstances so require.

Art.13.   Auditors

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13.1. To the extent required by law, the Company’s operations are overseen by one or more statutory auditors (commissaires aux comptes).

13.2. When so required by law, the Company’s operations are overseen by one or more approved external auditors (réviseurs d’entreprises agréés).

13.3. The General Meeting appoints the statutory auditors (commissaires) / external auditors (réviseurs d’entreprises agréés), and determines their number and remuneration and the term of their mandate, which may not exceed six (6) years but may be renewed.

Art.14.   Allocation of profits

14.1. Five per cent (5%) of the Company’s annual net profits are allocated to the reserve required by law. This requirement ceases when the legal reserve reaches an amount equal to ten per cent (10%) of the share capital.

14.2. The General Meeting determines the allocation of the balance of the annual net profits. They may decide on the payment of a dividend, to transfer the balance to a reserve account, or to carry it forward in accordance with the applicable legal provisions.

14.3. Interim dividends may be distributed at any time, under the following conditions:

(i) the Board draws up interim accounts ;

(ii) the interim accounts show that sufficient profits and other reserves (including share premiums) are available for distribution; it being understood that the amount to be distributed may not exceed the profits made since the end of the last financial year for which the annual accounts have been approved, if any, increased by profits carried forward and distributable reserves, and reduced by losses carried forward and sums to be allocated to the legal or a statutory reserve;

(iii) the decision to distribute interim dividends is made by the Board within two (2) months from the date of the interim accounts.

In their report to the Board, the statutory auditors (commissaires) or the approved external auditors (réviseurs d’entreprises agréés), as applicable, must verify whether the above conditions have been satisfied.

VI. DISSOLUTION – LIQUIDATION

15.1. The Company may be dissolved at any time by a resolution of the General Meeting, acting in accordance with the conditions prescribed for the amendment

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of the Articles. The General Meeting appoints one or more liquidators, who need not be shareholders, to carry out the liquidation, and determines their number, powers and remuneration. Unless otherwise decided by the General Meeting, the liquidators have full powers to realize the Company’s assets and pay its liabilities.

15.2. The surplus after realization of the assets and payment of the liabilities is distributed to the shareholders in proportion to the shares held by each of them.

VII. GENERAL PROVISION

16.1. Notices and communications may be made or waived and circular resolutions may be evidenced in writing, fax, email or any other means of electronic communication.

16.2. Powers of attorney are granted by any of the means described above. Powers of attorney in connection with Board meetings may also be granted by a director, in accordance with such conditions as may be accepted by the Board.

16.3. Signatures may be in handwritten or electronic form, provided they fulfill all legal requirements for being deemed equivalent to handwritten signatures. Signatures of circular resolutions or resolutions adopted by telephone or video conference are affixed to one original or several counterparts of the same document, all of which taken together constitute one and the same document.

16.4. All matters not expressly governed by these Articles shall be determined in accordance with the applicable law and, subject to any non-waivable provisions of the law, with any agreement entered into by the shareholders from time to time.”

FOURTH RESOLUTION

The Sole Shareholder resolves to amend the shareholders’ register of the Company with power and authority given to any manager of the Company and/or any employee and/or lawyer of Loyens & Loeff Luxembourg, each acting individually, under his or her sole signature, to reflect the above changes.

FIFTH RESOLUTION

The Sole Shareholder resolves to appoint the following persons, with effect as of the date hereof, as directors of the Company for an for a period of six (6) years:

• Ailbhe Jennings, born in Dublin, Ireland, on March 27, 1963, with professional address at 9A, Parc d’Activité Syrdall, L-5365 Munsbach, Grand Duchy of Luxembourg;

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• Michel Plantevin, born in Marseille, France, on October 24, 1956, with professional address at Devonshire House, Mayfair Place, London W1J 8AJ, United Kingdom;

• Seth Meisel, born in Princeton, NJ, United States, on December 26, 1972, with professional address at 590 Madison Avenue, New York, NY 10022, United States;

• Stephen Zide, born in New York, NY, United States, on March 14, 1960, with professional address at 590 Madison Avenue, New York, NY 10022, United States;

• Christopher Pappas, born in Providence, RI, United States, on August 3, 1955, with professional address at 1000 Chesterbrook Boulevard, Suite 300, Berwyn, PA 19312, United States; and

• Mark Verdi, born in Morristown, NJ, United States, on July 3, 1966, with professional address at 111 Huntington Avenue, Boston, MA 02199, United States.

SIXTH RESOLUTION

The Sole Shareholder resolves to appoint PricewaterhouseCoopers S.à r.l., a private limited liability company (société à responsabilité limitée), having its registered office at 400 Route d’Esch L-1014 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 65.477 as external auditors (réviseurs d’entreprises agréés) of the Company for a period of six (6) years.

ESTIMATE OF COSTS

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the Company in relation to this deed are estimated at approximately seven thousand euro (EUR 7,000).

DECLARATION

The undersigned notary, who understands and speaks English, states that at the request of the appearing parties this deed is drawn up in English, followed by a French version and, in case of divergences between the English text and the French text, the English text shall prevail.

WHEREOF the present notarial deed was drawn up in Luxembourg, on the day indicated at the beginning of this deed.

The document having been read to the persons appearing, they signed together with the notary the present original deed.

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SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE:

L’an deux mille onze, le vingt-neuvième jour du mois d’avril,

Par-devant, Maître Martine Schaeffer, notaire de résidence à Luxembourg, Grand Duché de Luxembourg, agissant en remplacement de Maître Joseph Elvinger, notaire de résidence à Luxembourg, lequel dernier restera dépositaire de la présente minute.

S’est tenue une assemblée générale extraordinaire (l’Assemblée) des associés de Bain Capital Everest (Luxco 2) S.à r.l., une société à responsabilité limitée constituée selon les lois du Grand Duché de Luxembourg, ayant son siège social au 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duché de Luxembourg, immatriculée au Registre du Commerce et des Sociétés de Luxembourg sous le numéro B 153.549, et constituée suivant un acte de Maître Henri Hellinckx, notaire de résidence à Luxembourg, Grand Duché de Luxembourg, le 3 juin 2010, publié le 16 juillet 2010 au Mémorial C, Recueil des Sociétés et Associations, numéro 1466 page 70338 (la Société). Les statuts de la Société (les Statuts) ont été modifiés pour la dernière fois suivant un acte de Maître Carlo Wersandt, notaire de résidence à Luxembourg, Grand Duché de Luxembourg, agissant en remplacement de Maître Henri Hellinckx, notaire de résidence à Luxembourg, Grand Duché de Luxembourg, le 3 février 2011, qui n’est pas encore publié au Mémorial C, Recueil des Sociétés et Associations.

A COMPARU :

Bain Capital Everest Manager Holding SCA, une société en commandite par actions de droit luxembourgeois, ayant son siège social au 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duché de Luxembourg et immatriculée au Registre du Commerce et des Sociétés de Luxembourg sous le numéro B 153.537, représentée par son associé commandité Bain Capital Everest Manager (l’Associé Unique),

ici représentée par Flora Gibert, employé de Maître Joseph Elvinger, notaire de résidence à Luxembourg, en vertu d’une procuration donnée sous seing privé.

Ladite procuration, après avoir été signée ne varietur par le mandataire agissant pour le compte de la partie comparante et par le notaire instrumentant, restera annexée au présent acte pour les besoins de l’enregistrement.

La partie comparante, représentée comme indiqué ci-dessus, a requis le notaire instrumentant d’acter que :

I. L’Associé Unique détient toutes les parts sociales dans le capital social de la Société.

II. L’ordre du jour de l’Assemblée est libellé comme suit :

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1. Vote de décharge aux gérants de la Société pour la bonne exécution de leurs missions en tant que gérants de la Société jusqu’à la date de l’Assemblée.

2. Conversion de la Société en société anonyme, modification de la dénomination sociale en « Trinseo S.A, » avec effet immédiat et maintien de l’activité et de l’objet de la Société.

3. Refonte complète des statuts de la Société afin de refléter la conversion en société anonyme.

4. Modification du registre des associés de la Société avec pouvoir et autorité accordés à tout gérant de la Société et/ou tout employé et/ou avocat de Loyens & Loeff Luxembourg, chacun agissant individuellement sous sa signature, pour y faire figurer les modifications ci-dessus.

5. Nomination des personnes suivantes aux fonctions d’administrateurs de la Société pour une durée de six (6) ans:

• Ailbhe Jennings, née à Dublin, Irlande, le 27 mars 1963, dont l’adresse professionnelle se situe au 9A, Parc d’Activité Syrdall, L-5365 Munsbach, Grand Duché de Luxembourg ;

• Michel Plantevin, né à Marseille, France, le 24 octobre 1956, dont l’adresse professionnelle se situe à Devonshire House, Mayfair Place, London W1J 8AJ, Royaume-Uni ;

• Seth Meisel, né à Princeton, NJ, Etats-Unis d’Amérique, le 26 décembre 1972, dont l’adresse professionnelle au 590 Madison Avenue, New York, NY 10022, Etats-Unis d’Amérique ;

• Stephen Zide, né à New York, NY, Etats-Unis d’Amérique, le 14 mars 1960, dont l’adresse professionnelle se situe au 590 Madison Avenue, New York, NY 10022, Etats-Unis d’Amérique ;

• Christopher Pappas, né à Providence, RI, Etats-Unis d’Amérique, le 3 aout 1955, dont l’adresse professionnelle se situe au 1000 Chesterbrook Boulevard, Suite 300, Berwyn, PA 19312, Etats-Unis d’Amérique ; et

• Mark Verdi, né à Morristown, NJ, Etats-Unis d’Amérique, le 3 juillet 1966, dont l’adresse professionnelle se situe au 111 Huntington Avenue, Boston, MA 02199, Etats-Unis d’Amérique.

6. Nominations statutaires.

7. Divers.

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III. L’intégralité du capital social étant représentée à la présente Assemblée, l’Associé Unique se considère lui-même comme dûment convoqué et déclare avoir une parfaite connaissance de l’ordre du jour qui lui a été communiqué au préalable et par conséquent renonce à tous les droits et aux formalités auxquels il a droit pour la convocation de l’Assemblée.

IV. L’Associé Unique a pris les résolutions suivantes :

PREMIERE RESOLUTION

L’Associé Unique décide d’accorder décharge pleine et entière aux gérants de la Société pour la bonne exécution de leurs missions en tant que gérants de la Société jusqu’à la date de la présente Assemblée.

DEUXIEME RESOLUTION

L’Associé Unique décide de changer la forme juridique de la Société, sans interruption de sa personnalité juridique, et d’adopter la forme d’une société anonyme conformément aux dispositions de l’article 3 de la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée (la Loi).

En conséquence de qui précède, l’Associé Unique décide de (i) modifier la dénomination de la Société en « Trinseo S.A. » et (ii) maintenir l’activité ainsi que l’objet de la Société.

Le changement de la forme légale de la Société est effectué sur la base d’un rapport satisfaisant les articles 26-1 et 31-1 de la Loi et établi par PricewaterhouseCoopers S.à r.l., une société à responsabilité limitée, ayant son siège social au 400 Route d’Esch L-1014, Grand Duché de Luxembourg, immatriculée auprès du Registre du Commerce et des Sociétés de Luxembourg sous le numéro B 65.477, agissant en tant que réviseur d’entreprises, daté du 29 Avril 2011 (Le Rapport).

La conclusion du Rapport est la suivante :

« Sur base de notre étude, aucune information n’est venue à notre attention qui puisse nous faire croire que la valeur nette des actifs de Bain Capital Everest (Luxco 2) S.à r.l., s’élevant à USD 173.992.025 au 20 avril 2011 n’est pas au moins égale au nombre et à la valeur nominale de ses actions. »

Le Rapport demeurera annexé au présent acte.

Après la conversion de la Société en société anonyme, les parts sociales existantes, leur nombre et valeur nominale qui restent inchangées, sont attribuées à l’Associé Unique de la Société.

TROISIEME RESOLUTION

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En conséquence de la résolution précédente, l’Associé Unique décide de reformuler dans leur intégralité les Statuts afin de refléter la conversion de la Société en une société anonyme. Les Statuts auront désormais la teneur suivante :

I. DENOMINATION – SIEGE SOCIAL – OBJET– DUREE

Art.1.     Dénomination

Le nom de la société est “Trinseo S.A.” (la Société). La Société est une société anonyme régie par les lois du Grand-Duché de Luxembourg, et en particulier par la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée (la Loi), ainsi que par les présents statuts (les Statuts).

Art.2.     Siège social

2.1. Le siège social de la Société est établi à Munsbach, Grand-Duché de Luxembourg. Il peut être transféré dans cette même commune par décision du conseil d’administration (le Conseil). Le siège social peut être transféré en tout autre endroit du Grand-Duché de Luxembourg par une résolution de l’assemblée générale des actionnaires (l’Assemblée Générale), selon les modalités requises pour la modification des Statuts.

2.2. Il peut être créé des succursales, filiales ou autres bureaux tant au Grand-Duché de Luxembourg qu’à l’étranger par décision du Conseil. Lorsque le Conseil estime que des développements ou événements extraordinaires d’ordre politique ou militaire se sont produits ou sont imminents, et que ces développements ou évènements sont de nature à compromettre les activités normales de la Société à son siège social, ou la communication aisée entre le siège social et l’étranger, le siège social peut être transféré provisoirement à l’étranger, jusqu’à cessation complète de ces circonstances. Ces mesures provisoires n’ont aucun effet sur la nationalité de la Société qui, nonobstant le transfert provisoire de son siège social, reste une société luxembourgeoise.

Art.3.     Objet social

3.1. L’objet de la Société est la prise de participations, tant au Luxembourg qu’à l’étranger, dans toutes sociétés ou entreprises sous quelque forme que ce soit, et la gestion de ces participations. La Société peut notamment acquérir par souscription, achat et échange ou de toute autre manière tous titres, actions et autres valeurs de participation, obligations, créances, certificats de dépôt et autres instruments de dette, et plus généralement, toutes valeurs et instruments financiers émis par toute entité publique ou privée. Elle peut participer à la

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création, au développement, à la gestion et au contrôle de toute société ou entreprise. Elle peut en outre investir dans l’acquisition et la gestion d’un portefeuille de brevets ou d’autres droits de propriété intellectuelle de quelque nature ou origine que ce soit.

3.2. La Société peut emprunter sous quelque forme que ce soit. Elle peut procéder à l’émission de billets à ordre, d’obligations et de titres et instruments de toute autre nature. La Société peut prêter des fonds, y compris notamment, les revenus de tous emprunts, à ses filiales, sociétés affiliées ainsi qu’à toutes autres sociétés. La Société peut également consentir des garanties et nantir, céder, grever de charges ou autrement créer et accorder des sûretés sur toute ou partie de ses actifs afin de garantir ses propres obligations et celles de toute autre société et, de manière générale, en sa faveur et en faveur de toute autre société ou personne. En tout état de cause, la Société ne peut effectuer aucune activité réglementée du secteur financier sans avoir obtenu l’autorisation requise.

3.3. La Société peut employer toutes les techniques et instruments nécessaires à une gestion efficace de ses investissements et à sa protection contre les risques de crédit, les fluctuations monétaires, les fluctuations de taux d’intérêt et autres risques.

3.4. La Société peut effectuer toutes les opérations commerciales, financières ou industrielles et toutes les transactions concernant des biens immobiliers ou mobiliers qui, directement ou indirectement, favorisent ou se rapportent à son objet social.

Art.4.     Durée

4.1. La Société est constituée pour une durée indéterminée.

4.2. La Société n’est pas dissoute en raison de la mort, de la suspension des droits civils, de l’incapacité, de l’insolvabilité, de la faillite ou de tout autre évènement similaire affectant un ou plusieurs actionnaires.

II. CAPITAL – ACTIONS

Art.5.     Capital

5.1. Le capital social est fixé à cinq cent quatre-vingt-dix-huit mille deux cent quatre-vingt-six dollars américains et dix-sept cents de dollars américains (USD 598.286,17), représenté par cinquante-neuf million huit cent vingt-huit mille six- cents dix-sept (59,828,617) actions sous forme nominative, ayant une valeur nominale d’un cent de dollars américains (USD 0,01) chacune.

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5.2. Le capital social peut être augmenté ou réduit à une ou plusieurs reprises par une résolution de l’Assemblée Générale, adoptée selon les modalités requises pour la modification des Statuts.

Art.6.     Actions

6.1. Les actions sont et resteront sous forme nominative.

6.2. Un registre des actions est tenu au siège social et peut être consulté à la demande de chaque actionnaire.

6.3. Une cession d’actions s’opère par la mention sur le registre des actions, d’une déclaration de transfert, valablement datée et signée par le cédant et le cessionnaire ou par leurs mandataires et suivant une notification à, ou une acceptation par, la Société, conformément à l’article 1690 du Code Civil. La Société peut également accepter comme preuve du transfert d’actions, d’autres documents établissant l’accord du cédant et du cessionnaire.

6.4. Les actions sont indivisibles et la Société ne reconnaît qu’un (1) seul propriétaire par action.

6.5. La Société peut racheter ses propres actions dans les limites prévues par la Loi.

III. GESTION – REPRESENTATION

Art.7.     Conseil d’administration

7.1. Composition du conseil d’administration

(i) La Société est gérée par le Conseil composé d’au moins trois (3) membres. Les administrateurs ne sont pas nécessairement actionnaires.

(ii) L’Assemblée Générale nomme les administrateurs et fixe leur nombre, leur rémunération ainsi que la durée de leur mandat. Les administrateurs ne peuvent pas être nommés pour plus de six (6) ans et sont rééligibles.

(iii) Les administrateurs sont révocables à tout moment, avec ou sans raison, par une décision de l’Assemblée Générale.

(iv) [Lorsqu’une personne morale est nommée administrateur, celle-ci est tenue de désigner un représentant permanent qui représente ladite personne morale dans sa mission d’administrateur. Ce représentant

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permanent est soumis aux mêmes règles et encourt les mêmes responsabilités que s’il avait exercé ses fonctions en son nom et pour son propre compte, sans préjudice de la responsabilité solidaire de la personne morale qu’il représente.

(v) Si le représentant permanent se trouve dans l’incapacité d’exercer sa mission, la personne morale doit nommer immédiatement un autre représentant permanent. / Aucune personne morale ne sera nommée administrateur.]

(vi) En cas de vacance d’un poste d’administrateur, les autres administrateurs, agissant à la majorité simple, peut y pourvoir provisoirement jusqu’à la nomination d’un nouvel administrateur par la prochaine Assemblée Générale.

7.2. Pouvoirs du conseil d’administration

(i) Tous les pouvoirs non expressément réservés par la Loi ou les Statuts à ou aux actionnaires sont de la compétence du Conseil, qui a tous les pouvoirs pour effectuer et approuver tous les actes et opérations conformes à l’objet social.

(ii) Le Conseil peut déléguer des pouvoirs spéciaux et limités à un ou plusieurs agents pour des tâches spécifiques.

(iii) Le Conseil peut déléguer la gestion journalière et le pouvoir de représenter la Société en ce qui concerne cette gestion, à un ou plusieurs administrateurs, directeurs, gérants ou autres agents, actionnaires ou non, agissant seuls ou conjointement. Si la gestion journalière est déléguée à un ou plusieurs administrateurs, le Conseil doit rendre compte à l’Assemblée Générale annuelle, de tous traitements, émoluments et/ou avantages quelconques, alloués à ce(s) administrateur(s) pendant l’exercice social en cause.

(iv) Le Conseil peut constituer tout comité du Conseil dont les membres peuvent être choisis parmi le Conseil ou en dehors et en déterminer les responsabilités, pouvoirs et autorité.

7.3. Procédure

(i) Le Conseil élira en son sein un président et peut désigner un secrétaire, qui n’a pas besoin d’être administrateur, et qui est responsable de la tenue des procès-verbaux de réunions du Conseil et de l’Assemblée Générale.

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(ii) Le Conseil se réunit sur convocation du président ou de n’importe quel administrateur au lieu indiqué dans l’avis de convocation, qui en principe, est au Luxembourg.

(iii) Il est donné à tous les administrateurs une convocation écrite de toute réunion du Conseil au moins vingt-quatre (24) heures à l’avance, sauf en cas d’urgence, auquel cas la nature et les circonstances de cette urgence sont mentionnées dans la convocation à la réunion.

(iv) Aucune convocation n’est requise si tous les membres du Conseil sont présents ou représentés et s’ils déclarent avoir parfaitement eu connaissance de l’ordre du jour de la réunion. Un administrateur peut également renoncer à la convocation à une réunion, que ce soit avant ou après ladite réunion. Des convocations écrites séparées ne sont pas exigées pour des réunions se tenant à des heures et dans des lieux fixés dans un calendrier préalablement adopté par le Conseil.

(v) Un administrateur peut donner une procuration à tout autre administrateur afin de le représenter à toute réunion du Conseil.

(vi) Le Conseil ne peut délibérer et agir valablement que si la majorité de ses membres sont présents ou représentés. Les décisions du Conseil sont valablement adoptées à la majorité des voix des administrateurs présents ou représentés. La voix du président n’est pas prépondérante en cas de partage des voix. Les décisions du Conseil sont consignées dans des procès-verbaux signés par le président ou par tous les administrateurs présents ou représentés à la réunion ou par le secrétaire (s’il en existe un).

(vii) Tout administrateur peut participer à toute réunion du Conseil par téléphone ou visioconférence ou par tout autre moyen de communication permettant à l’ensemble des personnes participant à la réunion de s’identifier, de s’entendre et de se parler. La participation par un de ces moyens équivaut à une participation en personne à une réunion valablement convoquée et tenue.

(viii) Des résolutions circulaires signées par tous les administrateurs (les Résolutions Circulaires des Administrateurs) sont valables et engagent la Société comme si elles avaient été adoptées lors d’une réunion du Conseil valablement convoquée et tenue et portent la date de la dernière signature.

(ix) Tout administrateur qui a un intérêt opposé à celui de la Société dans une transaction qui ne concerne pas des opérations courantes conclues dans des conditions normales, est tenu d’en prévenir le Conseil et de faire mentionner cette déclaration au procès-verbal de la réunion. L’administrateur en cause ne peut prendre part à ces délibérations. Un

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rapport spécial relatif à la transaction concernée est soumis aux actionnaires avant tout vote, lors de la prochaine Assemblée Générale.

7.4. Représentation

(i) La Société est engagée vis-à-vis des tiers, en toutes circonstances, par la signature d’un administrateur.

(ii) La Société est également engagée vis-à-vis des tiers par la signature conjointe ou unique de toutes personnes à qui des pouvoirs de signature spéciaux ont été délégués.

Art.8.     Administrateur unique

8.1. Dans le cas où le nombre des actionnaires est réduit à un (1), la Société peut être gérée par un administrateur unique jusqu’à l’Assemblée Générale ordinaire suivant l’introduction d’un actionnaire supplémentaire. Dans ce cas, toute référence dans les Statuts au Conseil ou aux administrateurs doit être considérée, le cas échéant, comme une référence à cet administrateur unique.

8.2. Les transactions conclues par la Société qui provoquent un conflit d’intérêt avec son administrateur unique seront consignées dans des procès-verbaux. Ceci ne s’applique pas aux transactions dans le cadres courant des affaires conclues dans des conditions normales.

8.3. La Société est engagée vis-à-vis des tiers par la signature de l’administrateur unique ou par la signature conjointe ou unique de toutes personnes à qui des pouvoirs de signature spéciaux ont été délégués.

Art.9.     Responsabilité et indemnisation

9.1. Les administrateurs ne contractent, à raison de leur fonction, aucune obligation personnelle concernant les engagements régulièrement pris par eux au nom de la Société, dans la mesure où ces engagements sont conformes aux Statuts et à la Loi.

9.2. La Société indemnisera, dans les limites permises par les lois du Grand-Duché de Luxembourg, tout gérant ou agent de la Société contre les pertes, dettes, frais, charges et dépenses raisonnablement engagés par lui ou elle dans le cadre de toute réclamation, action, poursuite ou procès auxquelles il ou elle peut être partie en raison du fait qu’il ou elle soit gérant ou agents de la Société, excepté en cas de fraude, mauvaise conduite volontaire, mauvaise foi, négligence grave ou insouciance téméraire dans l’exercice de ses fonctions en tant que gérant ou agent.

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IV. ACTIONNAIRE(S)

Art.10.   Assemblée générale des actionnaires

10.1. Pouvoirs et droits de vote

(i) Les résolutions des actionnaires sont adoptées lors des assemblées générales des actionnaires (l’Assemblée Générale). L’Assemblée Générale a les pouvoirs les plus étendus pour adopter et ratifier tous les actes et opérations conformes à l’objet social.

(ii) Chaque action donne droit à un (1) vote.

10.2. Convocations, quorum, majorité et procédure de vote

(i) Les Assemblées Générales se tiennent au lieu et heure précisés dans les convocations.

(ii) Si tous les actionnaires sont présents ou représentés et se considèrent comme ayant été valablement convoqués et informés de l’ordre du jour de l’assemblée, l’Assemblée Générale peut se tenir sans convocation préalable.

(iii) Un actionnaire peut donner une procuration écrite à toute autre personne, actionnaire ou non, afin de le représenter à toute Assemblée Générale.

(iv) Tout actionnaire peut participer à toute Assemblée Générale par téléphone ou visioconférence ou par tout autre moyen de communication similaire permettant à l’ensemble des personnes participant à la réunion de s’identifier, de s’entendre et de se parler. La participation à la réunion par un de ces moyens équivaut à une participation en personne à une telle réunion.

(v) Tout actionnaire peut voter au moyen de formulaires de vote fournis par la Société. Les formulaires de vote indiquent la date, le lieu et l’ordre du jour de la réunion, le texte des résolutions proposées. Pour chaque résolution, le formulaire contient trois cases permettant de voter en faveur, de voter contre ou de s’abstenir. Les actionnaires retournent les formulaires de vote au siège social. Seuls les formulaires de vote reçus par la Société avant la réunion de l’Assemblée Générale sont pris en compte pour le calcul du quorum. Les formulaires de vote qui n’indiquent aucune intention de vote ni d’abstention, sont nuls.

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(vi) Les décisions de l’Assemblée Générale sont adoptées à la majorité simple des voix exprimées, quelle que soit la proportion du capital social représenté.

(vii) L’Assemblée Générale extraordinaire ne peut modifier les Statuts que si la moitié au moins du capital social est représenté et que l’ordre du jour indique les modifications statutaires proposées ainsi que le texte de celles qui modifient l’objet social ou la forme de la Société. Si ce quorum n’est pas atteint, une deuxième Assemblée Générale peut être convoquée par annonces insérées deux fois dans le Mémorial et dans deux journaux luxembourgeois, à quinze (15) jours d’intervalle au moins et au moins quinze (15) jours avant l’Assemblée. Ces convocations reproduisent la date et l’ordre du jour de l’Assemblée Générale et indiquent les résultats de l’Assemblée Générale. La seconde Assemblée Générale délibère valablement quelle que soit la proportion du capital représenté. Aux deux Assemblées Générales, les résolutions doivent être adoptées par deux tiers au moins des voix exprimées.

(viii) Tout changement de nationalité de la Société ainsi que toute augmentation de l’engagement d’un actionnaire dans la Société exige le consentement unanime des actionnaires et des obligataires (s’il y a lieu).

Art.11.   Actionnaire unique

11.1. Lorsque le nombre des actionnaires est réduit à un (1), l’actionnaire unique exerce tous les pouvoirs conférés par la Loi à l’Assemblée Générale.

11.2. Toute référence dans les Statuts à l’Assemblée Générale doit être doit être considérée, le cas échéant, comme une référence à cet actionnaire unique.

11.3. Les résolutions de l’actionnaire unique sont consignées dans des procès-verbaux.

V. COMPTES ANNUELS – AFFECTATION DES BENEFICES – CONTRÔLE

Art.12.   Exercice social et approbation des comptes annuels

12.1. L’exercice social commence le 1 janvier et se termine le 31 décembre de chaque année.

12.2. Chaque année, le Conseil dresse le bilan et le compte de profits et pertes ainsi qu’un inventaire indiquant la valeur des actifs et passifs de la Société, avec une annexe résumant ses engagements ainsi que les dettes des directeurs, administrateurs et commissaire(s) envers la Société.

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12.3. Un mois avant l’Assemblée Générale Annuelle, le Conseil remet un rapport avec pièces à l’appui, sur les opérations de la Société aux commissaires. Les commissaires préparent alors un rapport contenant leurs conclusions et propositions.

12.4. L’Assemblée Générale annuelle se tient à l’adresse du siège social ou en tout autre lieu dans la municipalité du siège social, comme indiqué dans la convocation, le deuxième lundi du mois de juin de chaque année à 10 heures. Si ce jour n’est pas un jour ouvré à Luxembourg, l’Assemblée Générale annuelle se tient le jour ouvré suivant.

12.5. L’Assemblée Générale annuelle peut se tenir à l’étranger si, selon l’avis absolu et définitif du Conseil, des circonstances exceptionnelles le requièrent.

Art.13.   Commissaires /Réviseurs d’entreprises

13.1. Dans la mesure requise par la loi, les opérations de la Société sont contrôlées par un ou plusieurs commissaires.

13.2. Les opérations de la Société sont contrôlées par un ou plusieurs réviseurs d’entreprises agréés, quand cela est requis par la loi.

13.3. L’Assemblée Générale nomme les commissaires / réviseurs d’entreprises agréés et détermine leur nombre, leur rémunération et la durée de leur mandat, qui ne peut dépasser six (6) ans. Les commissaires / réviseurs d’entreprises agréés peuvent être réélus.

Art.14.   Affectation des bénéfices

14.1. Cinq pour cent (5 %) des bénéfices nets annuels de la Société sont affectés à la réserve requise par la loi. Cette affectation cesse d’être exigée quand la réserve légale atteint dix pour cent (10 %) du capital social.

14.2. L’Assemblée Générale décide de l’affectation du solde des bénéfices nets annuels. Elle peut allouer ce bénéfice au paiement d’un dividende, l’affecter à un compte de réserve ou le reporter en respectant les dispositions légales applicables.

14.3. Des dividendes intérimaires peuvent être distribués à tout moment, aux conditions suivantes :

(i) Le Conseil établit des comptes intérimaires;

(ii) ces comptes intérimaires montrent que des bénéfices et autres réserves (en ce compris la prime d’émission) suffisants sont disponibles pour une distribution; étant entendu que le montant à distribuer ne peut dépasser

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le montant des bénéfices réalisés depuis la fin du dernier exercice social dont les comptes annuels ont été approuvés, le cas échéant, augmenté des bénéfices reportés et des réserves distribuables, et réduit par les pertes reportées et les sommes à affecter à la réserve légale ou statutaire ;

(iii) la décision de distribuer des dividendes intérimaires est prise par le Conseil dans les deux (2) mois suivant la date des comptes intérimaires.

Dans leur rapport au Conseil les commissaires ou les réviseurs d’entreprises agréés, selon le cas, doivent vérifier si les conditions prévues ci-dessous ont été remplies.

VI. DISSOLUTION – LIQUIDATION

15.1. La Société peut être dissoute à tout moment, par une résolution de l’Assemblée Générale, adoptée selon les modalités requises pour la modification des Statuts. L’Assemblée Générale nomme un ou plusieurs liquidateurs, qui n’ont pas besoin d’être actionnaires, pour réaliser la liquidation et détermine leur nombre, pouvoirs et rémunération. Sauf décision contraire de l’Assemblée Générale, les liquidateurs sont investis des pouvoirs les plus étendus pour réaliser les actifs et payer les dettes de la Société.

15.2. Le boni de liquidation résultant de la réalisation des actifs et du paiement des dettes est distribué aux actionnaires proportionnellement aux actions détenues par chacun d’entre eux.

VII. DISPOSITIONS GENERALES

16.1. Les convocations et communications, respectivement les renonciations à celles-ci, sont faites, et les résolutions circulaires sont établies par écrit, télégramme, téléfax, e-mail ou tout autre moyen de communication électronique.

16.2. Les procurations sont données par tout moyen mentionné ci-dessus. Les procurations relatives aux réunions du Conseil peuvent également être données par un administrateur conformément aux conditions acceptées par le Conseil.

16.3. Les signatures peuvent être sous forme manuscrite ou électronique, à condition que les signatures électroniques remplissent l’ensemble des conditions légales requises pour pouvoir être assimilées à des signatures manuscrites. Les signatures des résolutions circulaires ou des résolutions adoptées par téléphone ou visioconférence peuvent être apposées sur un original ou sur

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plusieurs copies du même document, qui ensemble, constituent un seul et unique document.

16.4. Pour tous les points non expressément prévus par les Statuts, il est fait référence à la loi et, sous réserve des dispositions légale d’ordre public, à tout accord présent ou futur conclu entre les actionnaires.

QUATRIEME RESOLUTION

L’Associé Unique décide de modifier le registre des associés de la Société avec pouvoir et autorité accordés à tout gérant de la Société et/ou employé et/ou avocat de Loyens & Loeff Luxembourg, chacun agissant individuellement sous sa signature individuelle, pour y faire figurer les modifications ci-dessus.

CINQUIEME RESOLUTION

L’Associé Unique décide de nommer les personnes suivantes aux fonctions d’administrateurs de la Société, avec effet à la date des présentes, pour une durée de six (6) ans :

• Ailbhe Jennings, née à Dublin, Irlande, le 27 mars 1963, dont l’adresse professionnelle se situe au 9A, Parc d’Activité Syrdall, L-5365 Munsbach, Grand Duché de Luxembourg ;

• Michel Plantevin, né à Marseille, France, le 24 octobre 1956, dont l’adresse professionnelle se situe à Devonshire House, Mayfair Place, London W1J 8AJ, Royaume-Uni ;

• Seth Meisel, né à Princeton, NJ, Etats-Unis d’Amérique, le 26 décembre 1972, dont l’adresse professionnelle au 590 Madison Avenue, New York, NY 10022, Etats-Unis d’Amérique ;

• Stephen Zide, né à New York, NY, Etats-Unis d’Amérique, le 14 mars 1960, dont l’adresse professionnelle se situe au 590 Madison Avenue, New York, NY 10022, Etats-Unis d’Amérique ;

• Christopher Pappas, né à Providence, RI, Etats-Unis d’Amérique, le 3 aout 1955, dont l’adresse professionnelle se situe au 1000 Chesterbrook Boulevard, Suite 300, Berwyn, PA 19312, Etats-Unis d’Amérique ; et

• Mark Verdi, né à Morristown, NJ, Etats-Unis d’Amérique, le 3 juillet 1966, dont l’adresse professionnelle se situe au 111 Huntington Avenue, Boston, MA 02199, Etats-Unis d’Amérique.

SIXIEME RESOLUTION

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L’Associé Unique décide de nommer PricewaterhouseCoopers S.à r.l., une société à responsabilité limitée, ayant son siège social au 400 Route d’Esch L-1014, Grand Duché de Luxembourg, immatriculée auprès du Registre du Commerce et des Sociétés de Luxembourg sous le numéro B 65.477 en tant que réviseur d’entreprises de la Société pour une durée de six (6) ans.

FRAIS

Les dépenses, coûts, honoraires et charges de toutes sortes qui incombent à la Société du fait de sa constitution s’élèvent approximativement à sept mille euros (EUR 7,000).

DECLARATION

Le notaire soussigné, qui comprend et parle l’anglais, déclare que, à la demande de la partie comparante, le présent acte est rédigé en anglais, suivi d’une traduction française et que, en cas de divergences entre le texte anglais et le texte français, la version anglaise fait foi.

Fait et passé à Luxembourg, à la date qu’en tête des présentes.

Lecture du présent acte ayant été faite à la partie comparante, elle signé avec le notaire instrumentant, le présent acte.

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDED & RESTATED

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 17, 2010 (the “Effective Date”), among 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 (“Parent”) and Christopher D. Pappas (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as the Chief Executive Officer of the Company and to pay all of the Executive’s compensation other than certain equity awards described in this Agreement; and

WHEREAS, Parent desires the Executive to be its Chief Executive Officer, to grant the Executive certain equity awards described in this Agreement and to guarantee the cash compensation of the Executive payable by the Company hereunder; and

WHEREAS, the Company, Parent and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Chief Executive Officer of the Company and Parent. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent with the Executive’s position as Chief Executive Officer of Parent. The Executive shall serve as a member of the Board of Managers (or similar governing body) of Parent (the “Board”) and of the Board of Directors of the Company. The Executive’s principal place of employment with the Company shall be in Pittsburgh, Pennsylvania, provided that the Executive understands and agrees that the Executive will be required to travel frequently for business purposes. The Executive shall report directly to the Board.

(b) During the Employment Term, the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the performance of the Executive’s duties with the Company and Parent, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies; provided that the Executive shall be permitted to serve on the board of directors of Allegheny Energy, Inc. or FirstEnergy Corp., (ii) participating in charitable, civic, educational,

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professional, community or industry affairs, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not violate Section 10 hereof, interfere or conflict with the Executive’s duties hereunder or create a business or fiduciary conflict.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term of three (3) years (the “Initial Term”) commencing upon the Effective Date. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least ninety (90) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 7 hereof, subject to Section 8 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

3. BASE SALARY. The Company agrees to pay the Executive a base salary for calendar year 2010 at an annual rate of not less than $800,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s base salary shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS. During the Employment Term, the Executive shall be eligible for an annual cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, after consultation with the Executive, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal 100% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year); provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Executive’s Base Salary for such calendar year (the “Maximum Bonus”). The Executive’s Target Bonus and Maximum Bonus shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the Target Bonus and Maximum Bonus for such calendar year may be increased above, but not decreased below, the levels for the preceding calendar year, by the Board. The Executive’s Annual Bonus for a calendar year shall be determined by the Board after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 8

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hereof). Notwithstanding the foregoing, with respect to the 2010 calendar year, the Executive shall receive an Annual Bonus equal to the greater of (a) the Target Bonus, and (b) the Annual Bonus for calendar year 2010 based on actual results for such year, in each case, prorated for the portion of 2010 that the Executive was employed by the Company (determined by multiplying the Target Bonus or the Annual Bonus, as applicable, by a fraction, the numerator of which is the number of days during the calendar year that the Executive was employed by the Company and the denominator of which is 365), payable in accordance with this Section 4.

5. EQUITY AWARD. Upon the Effective Date, the Executive shall be granted by Parent an equity award on such terms and conditions as are set forth on Exhibit A attached hereto.

6. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company, Parent or any of their direct or indirectly controlled subsidiaries (each an “Affiliate”) has adopted or may adopt, maintain or contribute to and which benefit any of the senior executives of the Company, Parent or any Affiliate, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time, if and to the extent allowed pursuant to the terms of such plan, provided that any such amendment may have no more adverse affect on the Executive than on any other participant in such plan. The Company may provide perquisites to the Executive at the discretion of the Board.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time based; provided that the Executive’s vacation accrual shall be calculated as if the Executive had thirty (30) years of employment with the Company.

(c) RETIREMENT BENEFITS. The Company shall provide the Executive with a retirement benefit in accordance with Exhibit B attached hereto (the “Retirement Benefit”). For purposes of determining the Executive’s retirement benefit, (i) on the Effective Date, the Executive shall be treated as having six (6) Years of Service Credit with the Company, (ii) if the Executive is employed by the Company on the first (1st) anniversary of the Effective Date, the Executive shall be granted an additional six (6) Years of Service Credit with the Company (for a total of twelve (12) Years of Service Credit with the Company), (iii) if the Executive is employed by the Company on the second (2nd) anniversary of the Effective Date, the Executive shall be granted an additional six (6) Years of Service Credit with the Company (for a total of eighteen (18) Years of Service Credit with the Company), (iv) if the Executive is employed by the Company on the third (3rd) anniversary of the Effective Date, the Executive shall be granted an additional six (6) Years of Service Credit with the Company (for a total of twenty-four (24) Years of Service Credit with the Company), and (v) if the Executive is employed by the Company on the fourth (4th) anniversary of the Effective Date, the Executive shall be granted an

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additional six (6) Years of Service Credit with the Company (for a total of thirty (30) Years of Service Credit with the Company). Upon a Change in Control while the Executive is employed by the Company, the Executive shall be granted Years of Service Credit with the Company sufficient to reach an aggregate of thirty (30) Years of Service Credit with the Company. For the sake of clarity, in no event shall the Executive receive more than an aggregate of thirty (30) Years of Service Credit with the Company. Notwithstanding any other provision herein to the contrary, in the event that the Executive’s employment is terminated (A) by the Company for Cause, or (B) by the Executive without Good Reason, in either case, prior to the expiration of the Initial Term, the Executive shall be deemed to have zero (0) Years of Service Credit with the Company for purposes of this Section 6(c) and Exhibit B attached hereto.

(d) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policies as in effect from time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

(e) LEGAL FEES. Upon presentation of an invoice therefor, the Company shall pay or reimburse the Executive’s reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement and the other documents ancillary thereto.

7. TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Executive to have performed the Executive’s material duties hereunder due to a physical or mental injury, infirmity or incapacity, which inability shall continue for one hundred and twenty (120) consecutive days or for one hundred eighty (180) days (including weekends and holidays) in any 365-day period as determined by the Board in its reasonable discretion. The Executive shall cooperate in all respects with the Company if a question arises as to whether the Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss the Executive’s condition with the Company).

(b) DEATH. Automatically upon the date of death of the Executive.

(c) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean the Executive’s (i) continued failure to follow the lawful directives of the Board after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a felony; (iv) material violation of a material Company policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi)

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continued failure to cooperate in any audit or investigation of financial or business practices of the Company after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; or (vii) breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company and that is not cured within fifteen (15) days of written notice from the Board (a “Material Covenant Violation”).

For purposes of this Section 7(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or the board of directors of the Company or (B) the advice of counsel for the Company or Parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in one or more of clauses (i) through (vii) of the preceding paragraph, and specifying the particulars thereof in detail.

(d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Executive of an involuntary termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written notice by the Executive to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company or Parent (as applicable) within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below: (i) the material diminution in the Executive’s position, duties or authorities or assignment of duties materially inconsistent with the Executive’s position with Parent, including but not limited to the Executive ceasing to be the sole Chief Executive Officer of Parent, and a member of the Board; (ii) the Executive’s relocation of the Executive’s primary work location by more than thirty-five (35) miles from its then current location; (iii) a reduction in Base Salary or Target Bonus; (iv) the Company giving notice of non-extension of this Agreement; or (v) a material breach of this Agreement by the Company or Parent (excluding any material breach relating to any diminution in the Executive’s position, duties or authorities or assignment of duties inconsistent with the Executive’s position with the Company). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the Executive first gains actual knowledge of the occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day correction period

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described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

(f) WITHOUT GOOD REASON. Upon ninety (90) days’ prior written notice by the Executive to the Company of the Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive pursuant to the provisions of Section 2 hereof (in the case of a non-extension by the Company, without the Executive having terminated for Good Reason in respect of such non-extension).

8. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 8(a)(i) through 8(a)(v) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the date of termination;

(ii) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination;

(iii) an amount equal to the pro-rata portion of the Executive’s Target Bonus for the calendar year of termination (determined by multiplying the Target Bonus for the year of termination by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365); provided that to the extent that the payment of such amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 24 hereof), such payment shall be made on the sixtieth (60^th) day following such termination;

(iv) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(v) payment in respect of any accrued but unused vacation time in accordance with Company policy;

(vi) subject to Section 6(c), the Retirement Benefit; and

(vii) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 8(a)(i) through 8(a)(vii) hereof shall be hereafter referred to as the “Accrued Benefits”).

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(b) DISABILITY. In the event that the Executive’s employment and/or Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits.

(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EXECUTIVE NON-EXTENSION OF THIS AGREEMENT. If the Executive’s employment is terminated (x) by the Company for Cause, (y) by the Executive without Good Reason, or (z) as a result of the Executive’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay to the Executive the Accrued Benefits (other than the benefits described in Sections 8(a)(ii) and 8(a)(iii) hereof).

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(d) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 24 hereof:

(i) the Accrued Benefits;

(ii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to one (but not both) of the following payments, as applicable:

(A) if the Executive’s employment is terminated pursuant to this Section 8(d) prior to the third (3rd) anniversary of the Effective Date, an amount equal to three (3) multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year of termination (the “Clause A Severance Amount”), paid in equal monthly installments for a period of twenty-four (24) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60^th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; or

(B) if the Executive’s employment is terminated pursuant to this Section 8(d) on or after the third (3rd) anniversary of the Effective Date, an amount equal to two (2) multiplied by the sum the Executive’s Base Salary and Target Bonus for the year of termination (the “Clause B Severance Amount”), paid in equal monthly installments for a period of twenty-four (24) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60^th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and

(iii) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),

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(B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and the Executive’s eligible dependents) for a period of thirty-six (36) months (if the Clause A Severance Amount is payable) or twenty-four (24) months (if the Clause B Severance Amount is payable) following the Executive’s date of termination, at the Company’s expense, provided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease.

Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

(e) CHANGE IN CONTROL.

(i) This Section 8(e) shall apply if the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(d) hereof, or (y) by the Executive for Good Reason, in either case, during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 8(d) hereof, except that in lieu of receiving the Clause A Severance Amount or the Clause B Severance Amount, as applicable, in installments as contemplated under Sections 8(d)(ii)(A) and 8(d)(ii)(B) hereof, the Executive shall receive a lump sum payment equal to the Clause A Severance Amount or the Clause B Severance Amount, as applicable, on the date of such termination; provided that to the extent that the payment of the applicable amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60^th) day following such termination.

(ii) For purposes of this Agreement, the term “Change in Control” shall mean the consummation of the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a “Group”), other than Bain Capital Partners, any private equity fund managed by it, or any Group which includes Bain Capital Partners or any private equity fund managed by it, (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of Parent (or any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of Parent (or any surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more

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than eighty percent (80%)) of the assets of Parent and its subsidiaries (as determined on a consolidated basis).

(f) CODE SECTION 280G. To the extent that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by the Company or any affiliated company, whether pursuant to this Agreement or otherwise, exceeds the limitations of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) such that an excise tax would be imposed under Section 4999 of the Code, the provisions of Exhibit C attached hereto shall be applicable.

(g) OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company, the Executive shall promptly resign from the Board and any other position as an officer, director or fiduciary of the Company, Parent and any Affiliate.

9. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits (other than the amount described in Section 8(a)(iii) hereof) shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form of Exhibit D attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer (except as provided in Section 8(d)(iii) hereof). The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any of its affiliates.

10. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company and its Affiliates, the Executive will learn confidential information regarding Parent and its Affiliates (the “Parent Group”). The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Parent Group, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Parent Group, or received from third parties subject to a duty on the Parent Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Parent Group. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such

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information). The terms and conditions of this Agreement shall remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 10 who, in each case, shall be instructed by the Executive to keep such information confidential.

(b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Parent Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Parent Group. Accordingly, during the Executive’s employment hereunder and for a period of two (2) years thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any material business of the Parent or any Affiliate or in any other material business in which the Parent or any Affiliate has taken material steps and has material plans, on or prior to the date or termination, to be engaged in on or after such date, in any locale of any country in which the Company or such Affiliate conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with Parent or any of its Affiliates, so long as the Executive has no active participation in the business of such corporation.

(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for a period of two (2) years thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of Parent or an Affiliate to purchase goods or services then sold by Parent or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of Parent or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with Parent or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between Parent or any Affiliate and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 10(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 10(c) shall not be violated by general advertising or solicitation not specifically targeted at Parent or Affiliate-related individuals or entities.

(d) INVENTIONS. (i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the Executive’s

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work with the Parent Group, made or conceived by the Executive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Executive performs in connection with the Parent Group, either while performing the Executive’s duties with the Parent Group or on the Executive’s own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the member of the Parent Group designated by Parent, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the member of the Parent Group designated by Parent the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the member of the Parent Group designated by Parent, applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Executive will also execute assignments to the member of the Parent Group designated by Parent of the Applications, and give the member of the Parent Group designated by Parent and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Parent Group’s benefit, all without additional compensation to the Executive from the Parent Group.

(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Parent Group and the Executive agrees that the member of the Parent Group designated by Parent will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the member of the Parent Group designated by Parent, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Parent Group.

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(e) RETURN OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s rolodex and similar address books provided that such items only include contact information.

(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives Parent and the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10, other than in response to an attempt by the Company or an Affiliate to enforce such covenants against the Executive. It is also agreed that the Affiliates will have the right to enforce all of the Executive’s obligations to such Affiliates under this Agreement, including without limitation pursuant to this Section 10.

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 10 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) TOLLING. In the event of any violation of the provisions of this Section 10, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 10 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 10 and 11 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

11. COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by the Company and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by the Company), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of

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the Executive’s employment with the Company, and will provide reasonable assistance to the Company, the Affiliates and their respective representatives in defense of all claims that may be made against the Company or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with the Company. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or Affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating, telephonic, counsel and other expenses incurred by the Executive in complying with this Section 11.

12. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the remedies at law for a breach or threatened breach of any of the provisions of Section 10 hereof or Section 11 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, Parent and/or the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease.

13. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. Parent shall assign this Agreement to any successor to all or substantially all of the business and/or assets of Parent, provided that Parent shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Parent” shall mean Parent and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of Parent under this Agreement by operation of law or otherwise. In the event of a sale of the Company (or all or substantially all of its business) to an independent third party in connection with a transaction that does not constitute a Change in Control, the Company and the Executive shall assign the Company’s rights and obligations hereunder to Parent or to a mutually agreed upon direct or indirect subsidiary of Parent, and the Company shall be released from its obligations hereunder.

14. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

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615 East Drive

Sewickley, Pennsylvania 15143

If to the Company:

STY Acquisition Corp.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile: (212) 421-2225

Attention: Stephen M. Zide

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

16. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

18. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with the Company.

19. LIABILITY INSURANCE. The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the Company covers its other officers and directors.

20. GOVERNING LAW. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).

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21. DISPUTE RESOLUTION. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any Affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 14 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

22. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral and, on the Effective Date, supersedes and terminates the Employment Agreement dated as of March 25, 2010 among STY Acquisition Corp., Parent and Executive. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

23. REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to the Company that (a) the Executive has used the Executive’s best efforts to provide the Company with (i) each agreement with a predecessor employer which may have any bearing on the Executive’s legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed

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hereunder in accordance with its terms, or (ii) a summary of the applicable provisions of each such agreement which the Executive may not provide to the Company due to an existing confidentiality obligation, and (b) other than the agreements referenced in the preceding clause (a), the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to Parent and the Company entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by Parent and the Company such that the parties hereunder shall be relieved of all of their respective duties and obligations hereunder; provided that any termination of the Executive’s employment resulting from the Company exercising its rights pursuant to this sentence shall be treated as a termination of employment by the Executive without Good Reason. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive’s right to enter into this Agreement and to perform all of the Executive’s obligations hereunder (whether by action against the Executive, the Company, Parent and/or an Affiliate), the Company, Parent (on behalf of itself and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge, and the Company further agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the Effective Date through the Executive’s remaining lifetime (or, if longer, through the 20^th anniversary of the Effective Date), all legal fees and expenses that the Executive may reasonably incur as a result of his personal defense of such challenge.

24. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) SECTION 409A COMPLIANCE.

(i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Any such modification shall require the written consent of the Executive. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that the Company makes any modification reasonably requested by the Executive in accordance with the second sentence of this Section 24(b)(i).

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(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 24(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

25. FURTHER ASSURANCES; PARENT GUARANTEE. The Company and the Executive shall cooperate with each other prior to the Closing and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement (including, without limitation, the Company taking such actions as are necessary to form Parent under applicable law and cause Parent to execute this Agreement prior to the Closing). Parent hereby guarantees the performance of the obligations of the Company to pay all cash amounts due to the Executive pursuant to this Agreement. In the event that the Company is unable or unwilling to pay any such amounts when due, upon notice of such non-payment received by Parent from the Executive, Parent shall immediately pay such amounts, or take any and all actions necessary to cause one or more Affiliates to pay such amounts, on behalf of the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BAIN CAPITAL EVEREST US HOLDING, INC.
By:	/s/ Stephen. M. Zide
Name:	Stephen. M. Zide
Title:	President
BAIN CAPITAL EVEREST MANAGER HOLDING SCA
By:	/s/ Francois Dekker
Name:	Francois Dekker
Title:
Dated:	17 June	, 2010
EXECUTIVE
/s/ Christopher D. Pappas
Christopher D. Pappas

Employment Agreement Signature Page

EXHIBIT A

EQUITY AWARD TERM SHEET

The following summarizes the key terms of certain incentive equity interests to be granted to Christopher D. Pappas (the “Executive”) in connection with the Executive’s proposed employment with Bain Capital Everest US Holding, Inc. (the “Company”) following the consummation of the transactions contemplated by the Sale and Purchase Agreement by and among The Dow Chemical Company, Styron LLC, Styron Holding B.V. and STY Acquisition Corp., dated as of March 2, 2010 (the “Transaction”). This term sheet forms a part of the Employment Agreement among the Executive, the Company and Bain Capital Everest Manager Holding SCA (“Luxco”), dated as of June 17, 2010 (the “Employment Agreement”). The terms and conditions of the definitive documents relating to the Executive’s equity interests in Luxco which are executed at or about the Effective Date (the “Definitive Documents”) shall supersede and replace this Exhibit A; provided that the following agreement shall survive execution of the Definitive Documents: Executive’s co-investment in Luxco shall be at the same price paid by Dow Europe Holding BV (an indirect subsidiary of The Dow Chemical Company) in respect of its investment (the “Dow Investment”) made on or about the Closing (as defined below), and pursuant to terms and conditions that are no less favorable in all material respects than those applicable to the Dow Investment immediately after it is made.

Co-Investment	•      Upon the consummation of the Transaction (the “Closing”), the Executive will co-invest in Luxco for the same securities to be held by “Bain” (as defined below), at the same price, and pursuant to the same terms and conditions, as is applicable to the Bain coinvestors, in the amount of $1,000,000 through the Executive’s issuance of a full recourse note to Luxco, bearing interest at the short-term applicable Federal rate as of the date of issuance, prepayable without penalty, and due December 31, 2010.
Incentive Equity Grant
Form	•      Upon the Closing, the Executive will be granted one or more securities, or interests in one or more securities (the “Award”), that will be intended to qualify as “profits interests” for U.S. tax purposes within the meaning of Revenue Procedures 93-27 and 2001-43, representing the right to participate in 2.5% of the post-Closing profits and capital appreciation of Luxco upon receipt by Bain Capital Partners, LLC and any private equity fund or collective or individual account managed by Bain Capital Partners, LLC or any of its affiliates (collectively, “Bain”) of a return of its invested capital, excluding any interest or yield (whether or not preferred) on such invested capital. Such security or interest may consist of ordinary shares, preferred equity certificates or convertible preferred equity certificates.
Vesting	•      Time Component: 75% of the Award will have a time-vesting component, pursuant to which 25% thereof will be time-vested on a cliff basis on the first anniversary of the Closing with the balance time vesting ratably on a quarterly basis over the following three years. •      Performance Component: 25% of the Award will have a performance-vesting component, which will be satisfied if and when Bain obtains a 2.0 times return on its original equity capital investment (e.g., if Bain invests $700 million of equity capital in the Transaction, this component will be satisfied if and when Bain receives back an aggregate (either actual receipt or, pursuant to the following sentence, deemed receipt) of $1.4 billion). For this purpose, return on capital investment will be measured on a “Change in Control” and the “IPO” (each, as

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	defined below) and will take into account distributions and/or sales proceeds received at or prior to the applicable determination date and the residual value of Bain’s equity stake based on the value implied from the applicable transaction.
	•      Accelerated Vesting: The time-vesting component of the Award will be deemed fully satisfied upon a Change in Control that is not an IPO.
	•      Termination of Employment:
	•      Cause: The vested and unvested portion of the time-based component and the performance-based component of the Award will be automatically cancelled and forfeited upon a termination by the Company for “Cause” (as defined below).
	•      Without Good Reason. The unvested portion of the time-based component and the performance-based component of the Award will be automatically cancelled and forfeited upon a termination by the Executive without “Good Reason” (as defined below). The Executive shall retain the Executive’s rights to the portion of the time-based component of the Award that previously became vested in accordance with the vesting schedule above, subject to the securityholder rights described below.
	•      Accelerated Vesting: If the Executive is terminated by the Company without Cause or the Executive terminates employment for Good Reason, or on account of death or “Disability” (as defined below), (i) the Executive will receive 12 months of additional service credit with respect to the time-vesting component of the Award, and (ii) any portion of the Award for which the time-vesting component has been satisfied (after taking into account the preceding clause (i)) and which also is subject to the performance-vesting component shall remain outstanding for the 12-month period following such termination and either (A) become fully vested when and if the performance-vesting component is attained during that period, or (B) be forfeited at the end of that period if the performance-vesting component is not attained during that period. The unvested portion of the Award (after application of the previous sentence) will be forfeited.
	•    Definitions:
	•      The terms “Cause,” “Change in Control,” “Disability,” and “Good Reason” will have the meanings set forth in the Employment Agreement.
	•      Initial Public Offering (“IPO”): The term “Initial Public Offering” will mean the first sale of Luxco’s equity interests, or the equity interests of any other entity for which Luxco’s equity interests are converted, substituted, sold or exchanged, to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, or other applicable law.
83(b) Election	•      The Executive will make an 83(b) election within 30 days of grant of the Award consistent with Revenue Procedures 93-27 and 2001-43 and any other official guidance promulgated thereafter.

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Restrictive Covenants	•      Employment Agreement. The restrictive covenant provisions contained in the Employment Agreement will apply to the Award. •      Forfeiture on Material Breach: In the event of a “Material Covenant Violation” or a “Material Cooperation Violation” (each, as defined in the Employment Agreement), the outstanding unvested portion of the Award will be forfeited and securities that became vested during the 6-month period preceding such Material Covenant Violation or Material Cooperation Violation will also be forfeited.
Fair Market Value	•      Fair Market Value (“FMV”) will be initially determined by the Board of Managers of Luxco (the “Board”) in good faith, without discounts for lack of marketability or minority interest. If the Executive wishes to challenge the valuation, the Executive may retain a nationally recognized firm experienced in the valuation of private companies (the “Executive Valuator”) to determine FMV. If the Board and the Executive do not agree on FMV after the Executive Valuator’s FMV is presented to the Board, the Executive and the Board shall agree on an independent nationally recognized firm experienced in the valuation of private companies (the “Independent Valuator,” which may not be the Executive Valuator), which shall determine FMV as either the number originally presented to the Executive by the Board, or the number presented to the Board by the Executive Valuator. The FMV determined by the application of the process described above shall be the FMV for all purposes hereunder. If the final FMV, as determined pursuant to the process described above, is 110% or more of the FMV originally determined by the Board, then Luxco or the Company will pay the cost of the Executive Valuator and, if applicable, the Independent Valuator, and if such final FMV is less than 110% of the FMV originally determined by the Board, then the Executive will pay the cost of the Executive Valuator and, if applicable, the Independent Valuator. Notwithstanding the above, in choosing the Independent Valuator, if applicable, the Board and the Executive shall take into account the cost thereof, with a view of retaining a firm which charges not more than $200,000 for such valuation.
Securityholder Rights
Call Rights	•      Luxco will have a FMV call right upon any termination of employment (or upon vesting of any portion of the performance-based component of the Award that becomes vested following termination of employment as provided above) for the vested portion of the Award which must be exercised, if at all, within 180 days following such termination of employment (or following vesting, with respect to any portion of the performance-based component of the Award that becomes vested following termination of employment as provided above). The call price shall be payable in a single cash lump sum no later than the later of (i) the 180th day following termination of employment (or following vesting, with respect to any portion of the performance-based component of the Award that becomes vested following termination of employment as provided above), and (ii) the 10th day following the determination of FMV pursuant to the dispute resolution mechanism described above in “Fair Market Value.”
Tag-Along Rights	•      If Bain intends to sell to a third party more than 20% of its aggregate holdings in Luxco, other than in respect of a sale by Bain of a portion of its holdings to another entity which is otherwise included in the definition of “Bain” hereunder, or to employees or directors of Luxco or its directly or indirectly majority-owned subsidiaries, the Executive will be entitled to participate on a pro-rata basis with Bain in such transaction in respect of the vested portion of the Award under

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	terms and conditions no less favorable than those which apply to Bain, so long as the Executive takes all customary necessary or desirable actions as reasonably requested by Bain in connection therewith (including executing and delivering definitive agreements with respect thereto).
Drag-Along Rights	•      The Executive will be subject to drag-along rights in favor of (and will take such customary actions reasonably requested by) Bain and/or Luxco if the Board or Bain approves a sale of Luxco (whether by merger, consolidation, sale of assets, sale of equity, public offering or otherwise) (an “Approved Sale”). In the event of an Approved Sale, the Executive will consent to and raise no objections against such Approved Sale, waive all dissenters’ rights, appraisal rights or similar rights, and, in the event of a sale of all of Luxco’s equity held by persons other than the Executive, will agree to sell all of the Executive’s interests (whether acquired in connection with the Closing or thereafter) on terms and conditions no less favorable than those which apply to any other seller and take all customary necessary or desirable actions (including executing all agreements and documents) in connection with the consummation of the Approved Sale as reasonably requested by the Luxco or Bain.
Registration Rights	•      The Award will be subject to market piggyback registration rights provisions for interests held by the Executive, provided that no registration rights will apply to securities acquired pursuant to an incentive award in connection with any underwritten offering that includes a secondary sale of shares. •      In connection with an IPO, all securities held by the Executive will be converted into an equivalent value of the securities to be offered to the public in the IPO and such securities will be registered on Form S-8, if available.
Transfer Restrictions	•      No portion of the Award (or the underlying securities) is transferable without the prior written approval of Luxco, which may be granted or withheld in its sole discretion (other than among the Executive’s family group, to Luxco, Bain or their designees in connection with a termination of employment, or in connection with the Drag-Along or Tag-Along Rights described above).
Impact of the IPO	•      Upon and following an IPO, the Call Rights, Tag-Along Rights, Drag-Along Rights and Transfer Restrictions will cease to apply.
Joinder	•      The Executive will execute and deliver either a counterpart or a joinder to any applicable securityholders agreement and/or any other agreements governing the terms of the equity interests in Luxco; provided that no such agreement may provide the Executive with less favorable rights in any manner than those described in this term sheet, or impose significant restrictions in addition to those described in this term sheet on the Executive’s right to acquire, hold and dispose of the equity interests represented by the Award.
Cooperation; Further Assurances	•      Bain and the Executive shall cooperate with each other prior to the Closing and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this term sheet.

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EXHIBIT B

RETIREMENT BENEFITS SCHEDULE

The Company shall provide the Executive with a retirement benefit on the following terms and conditions:

• Vesting: Subject to the last sentence of Section 6(c) of the Agreement, the Executive shall be fully vested in the “Accrued Benefit” (as defined below).

• Payment: Subject to the last sentence of Section 6(c) of the Agreement, the Accrued Benefit will be paid in a cash lump sum promptly after any termination of employment.

• Accrued Benefit: The Executive’s Accrued Benefit will be equal to the following formula:

(Basic Percentage x Final Average Pay) + (Supplemental Percentage x Adjusted Final Average Pay)

• Definitions:

• Basic Percentage: The Executive’s Basic Percentage will be the applicable Basic Percentage determined pursuant to the table below based on the aggregate Years of Service Credit credited to the Executive at his date of termination:

Aggregate Years of Service Credit	Total Basic Percentage
6		138	%
12		276	%
18		414	%
24		425	%
30		425	%

In no event may the Executive’s Basic Percentage exceed 425%.

• Supplemental Percentage: The Executive’s Supplemental Percentage will be the applicable Supplemental Percentage determined pursuant to the table below based on the aggregate Years of Service Credit credited to the Executive at his date of termination:

Aggregate Years of Service Credit	Total Supplemental Percentage
6		24	%
12		48	%
18		72	%

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24	96	%
30	120	%

In no event may the Executive’s Supplemental Percentage exceed 120%.

• Final Average Pay: The Executive’s Final Average Pay shall equal the average of the sum of the Executive’s Base Salary and Target Bonus for the three full calendar years preceding his termination of employment for any reason (or such smaller number of full calendar years that the Executive has worked as of his date of termination or, if such termination occurs before the Executive has been employed with the Company for at least one full calendar year, the Base Salary and Target Bonus in effect at the time of termination).

• Adjusted Final Average Pay: The Executive’s Adjusted Final Average pay shall equal the Executive’s Final Average Pay reduced by the 36-month rolling average Social Security Taxable Wage Base as of the Executive’s date of termination for any reason calculated in a manner consistent with the “DEPP” component of the Dow Employees’ Pension Plan as in effect on the date hereof.

• Years of Service Credit: The number of Years of Service Credit credited to the Executive pursuant to Section 6(c) of the Agreement.

• Examples:

• Assume the Executive is employed by the Company on the fourth anniversary of the Effective Date, his Final Average Pay is equal to $1.7 million and his Adjusted Final Average Pay is $1.6 million. If the Executive terminated on that date, his Accrued Benefit would equal $9,145,000 (i.e., 425% of $1.7 million plus 120% of $1.6 million).

• Assume the Executive is employed by the Company on the first anniversary of the Effective Date, his Final Average Pay is equal to $1.6 million and his Adjusted Final Average Pay is $1.5 million. If the Executive terminated on that date, his Accrued Benefit would equal $5,136,000 (i.e., 276% of $1.6 million plus 48% of $1.5 million).

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EXHIBIT C

SECTION 280G PROVISIONS

This Exhibit C sets forth the terms and provisions applicable to the Executive pursuant to the provisions of Section 8 of the Agreement. This Exhibit C shall be subject in all respects to the terms and conditions of the Agreement. Capitalized terms used without definition in this Exhibit C shall have the meanings set forth in the Agreement.

1. Change in Control Prior to Publicly Traded Equity of Company. So long as the Company is described in Section 280G(b)(5)(A)(ii)(l) of the Code, in the event that any payment that is either received by the Executive or paid by the Company on the Executive’s behalf or any property, or any other benefit provided to the Executive under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executive’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company shall, with respect to such Company Payments, use its reasonable best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Executive will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus; (ii) any other cash amount payable to the Executive; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

2. Change in Control Upon or Following Publicly Traded Equity of Company. In the event that Company Payments become payable to the Executive during any period in which the Company is not described in Section 280G(b)(5)(A)(ii)(I) of the Code, the following shall apply:

(a) In the event that such Company Payments will be subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-Up Payment provided for by this clause 2(a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments.

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(b) 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 Code. In the event that the Accountants are serving as accountants or auditors for the individual, entity or group effecting the change in control (within the meaning of Section 280G of the Code), the Company shall appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the “Accountants” hereunder). All determinations hereunder shall be made by the Accountants, who shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. The determination of the Accountants shall be final and binding upon the Company and the Executive.

(c) For purposes of determining the amount of the Gross-Up Payment, the Executive’s marginal blended actual rates of federal, state and local income taxation in the calendar year in which the change in ownership or effective control that subjects the Executive to the Excise Tax occurs shall be used. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, the Executive shall promptly repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the Executive), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is later determined by the Accountants or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess imposed by the applicable taxing authority) promptly after the amount of such excess is finally determined.

(d) The Gross-Up Payment or portion thereof provided for in clause 2(c) above shall be paid not later than the sixtieth (60th) day following an event occurring which subjects the Executive to the Excise Tax; provided, however, that if the amount of

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such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Accountants, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to clause 2(c) above, as soon as the amount thereof can reasonably be determined. Subject to clauses 2(c) and 2(h) of this Exhibit C, in the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(e) The Executive shall promptly notify the Company in writing of any claim by any taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment; provided, however, that failure by the Executive to give such notice promptly shall not result in a waiver or forfeiture of any of the Executive’s rights under this Exhibit C except to the extent of actual damages suffered by the Company as a result of such failure. If the Company notifies the Executive in writing within 15 days after receiving such notice that it desires to contest such claim (and demonstrates to the reasonable satisfaction of the Executive its ability to pay any resulting Gross-Up Payment), the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim;

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company that is reasonably acceptable to the Executive;

(iii) cooperate with the Company in good faith in order effectively to contest such claim; and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company’s actions do not unreasonably interfere with or prejudice Executive’s disputes with the taxing authority as to other issues; and provided, further, that the Company shall bear and pay on an after-tax and as-incurred basis, all attorneys fees, costs and expenses (including additional interest, penalties and additions to tax) incurred in connection with such contest (including but not limited to those of the Executive’s personal counsel) and shall indemnify and hold the Executive harmless, on an after-tax and as-incurred basis, for all resulting taxes (including, without limitation, income and excise taxes), interest, penalties and additions to tax.

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(f) The Company shall be responsible for all charges of the Accountants.

(g) The Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Exhibit C.

(h) Nothing in this Exhibit C is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Executive and the repayment obligation null and void.

(i) Notwithstanding the foregoing, any payment or reimbursement made pursuant to this clause 2 shall be paid to the Executive promptly and in no event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Executive or as otherwise provided under Treasury Regulation §1.409A-3(i)(l)(v).

3. The provisions of this Exhibit C shall survive the termination of the Executive’s employment with the Company for any reason and any amount payable under this Exhibit C shall be subject to the provisions of Sections 8(e) and 24 of the Agreement.

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EXHIBIT D

GENERAL RELEASE

I, Christopher D. Pappas, in consideration of and subject to the performance by Bain Capital Everest US Holding, Inc. (together with its subsidiaries, the “Company”), of its obligations under the Employment Agreement, dated as of June 17, 2010 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective “Affiliates” (as defined in the Agreement) and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 8 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the

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Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or claims for indemnity or contribution.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

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9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.

10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I hereby acknowledge that Sections 8, 9, 10, 11, 12, 14, 16, 18, 19, 20, 21, and 24, and Exhibits A, B and C, of the Agreement shall survive my execution of this General Release.

12. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

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4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5. I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;

6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:		DATED:
	Christopher D. Pappas

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EX-10.2

Exhibit 10.2

EXECUTION VERSION

BAIN CAPITAL EVEREST US HOLDING, INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 31, 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 Richard J. Diemer Jr. (the “Executive”).

WITNESSETH

WHEREAS, the Company desires to employ the Executive as the Executive Vice President & Chief Financial Officer of the Company and to pay all of the Executive’s compensation other than certain equity awards described in this Agreement; and

WHEREAS, Parent desires the Executive to be its Executive Vice President & Chief Financial Officer, to grant the Executive certain equity awards described in this Agreement and to guarantee the cash compensation of the Executive payable by the Company hereunder; and

WHEREAS, the Company, Parent and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Executive Vice President & Chief Financial Officer of the Company and Parent. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent with the Executive’s position as Executive Vice President & Chief Financial Officer of the Company. The Executive’s principal place of employment with the Company shall be in the Philadelphia, Pennsylvania metropolitan area; provided that the Executive understands and agrees that the Executive will be required to travel frequently for business purposes. The Executive shall report directly to the Company’s Chief Executive Officer. On or prior to December 31, 2011, the Executive will relocate his primary residence to the Philadelphia, Pennsylvania metropolitan area; provided that the Executive shall not be required to relocate his entire immediate family pursuant to the foregoing.

(b) During the Employment Term, the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit

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organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not violate Section 11 hereof, interfere or conflict with the Executive’s duties hereunder or create a business or fiduciary conflict.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term of three (3) years (the “Initial Term”) commencing upon the Effective Date. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least ninety (90) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 7 hereof, subject to Section 8 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

3. BASE SALARY. The Company agrees to pay the Executive a base salary for calendar year 2010 at an annual rate of not less than $525,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s base salary shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. BONUS.

(a) ANNUAL BONUS. During the Employment Term, the Executive shall be eligible for an annual cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal 75% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year); provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year. The Executive’s Annual Bonus for a calendar year shall be determined by the Board after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 8 hereof).

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(b) RETENTION BONUSES. The Executive shall be eligible to receive additional cash payments equal to (i) $1,100,000 to the extent he is employed by the Company or one or more of its subsidiaries on December 31, 2012 (the “First Retention Bonus”), and (ii) $1,000,000 to the extent he is employed by the Company or one or more of its subsidiaries on August 30, 2013 (the “Second Retention Bonus,” and collectively with the First Retention Bonus, the “Retention Bonuses”) (each such date a “Retention Bonus Vesting Date”). Such payments will be paid to the Executive within thirty (30) days following the applicable Retention Bonus Vesting Date, subject to the provisions of Section 8 hereof.

(c) SIGNING BONUS. No later than two (2) weeks following the Effective Date, the Company shall pay the Executive a cash signing bonus in the amount of $200,000.

5. EQUITY AWARD. On the Effective Date, you will be granted incentive securities or interests in one or more incentive securities, generally representing the right to participate in 0.90% of the capital appreciation of Parent.

6. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company, Parent or any of their direct or indirectly controlled subsidiaries (each an “Affiliate”) has adopted or may adopt, maintain or contribute to and which benefit any of the senior executives of the Company, Parent or any Affiliate, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time, if and to the extent allowed pursuant to the terms of such plan, provided that any such amendment may have no more adverse affect on the Executive than on any other participant in such plan. The Company may provide perquisites to the Executive at the discretion of the Board. In addition, during the Employment Term, the Executive will be entitled to payment(s) and/or the provision of service(s) pursuant to the Company’s relocation policy in connection with his relocation to the Philadelphia, Pennsylvania metropolitan area; provided that notwithstanding the terms of such policy, the sum of any capital loss (taking into account transaction fees and broker’s commissions) and carrying costs experienced by the Executive associated with the sale of his Richmond, Virginia residence, up to an additional $100,000, which are not covered by such policy, shall be reimbursed to the Executive so long as the Executive sells his Richmond, Virginia residence on or prior to December 31, 2011.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to four (4) weeks of paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policies as in effect from

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time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

(d) LEGAL FEES. Upon presentation of appropriate documentation, the Company shall pay the Executive’s reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement, up to a maximum of $15,000.

7. TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Executive to have performed the Executive’s material duties hereunder, even with reasonable accommodation, due to a physical or mental injury, infirmity or incapacity, which inability shall continue for one hundred and twenty (120) consecutive days or for one hundred eighty (180) days (including weekends and holidays) in any 365-day period as determined by the Board in its reasonable discretion. The Executive shall cooperate in all respects with the Company if a question arises as to whether the Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss the Executive’s condition with the Company).

(b) DEATH. Automatically upon the date of death of the Executive.

(c) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean the Executive’s (i) continued failure to follow the lawful directives of the Board or any executive to whom the Executive reports after written notice from the Board or such executive and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a felony; (iv) material violation of a material Company policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; or (vii) breach of any of the restrictive covenants set forth in Section 11 hereof or in any other written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company and that is not cured within fifteen (15) days of written notice from the Board (a “Material Covenant Violation”).

(d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Executive of an involuntary termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written notice by the Executive to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully

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corrected in all material respects by the Company or Parent (as applicable) within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below: (i) the material diminution in the Executive’s position, duties or authorities or assignment of duties materially inconsistent with the Executive’s position, including the Executive being required to report to someone other than the Company’s Chief Executive Officer, (ii) the Executive’s relocation of the Executive’s primary work location outside of the Philadelphia, Pennsylvania metropolitan area; (iii) a reduction in Base Salary or Target Bonus; (iv) the Company giving notice of non-extension of this Agreement; (v) the Company requiring the Executive to engage in any conduct that would result in the Executive’s material violation of any applicable law, rule, or regulation of any securities exchange or association or other governmental regulatory body or of U.S. Generally Accepted Accounting Principles; or (vi) the Company’s material breach of this Agreement. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days the occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day correction period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

(f) WITHOUT GOOD REASON. Upon ninety (90) days’ prior written notice by the Executive to the Company of the Executive’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive pursuant to the provisions of Section 2 hereof (in the case of a non-extension by the Company, without the Executive having terminated for Good Reason in respect of such non-extension).

8. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 8(a)(i) through 8(a)(v) hereof and Sections 8(a)(vii) and 8(a)(viii) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the date of termination;

(ii) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination;

(iii) an amount equal to the pro-rata portion of the Executive’s Target Bonus for the calendar year of termination (determined by multiplying the Target Bonus for the year of termination by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is

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365); provided that to the extent that the payment of such amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 25 hereof), such payment shall be made on the sixtieth (60^th) day following such termination;

(iv) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(v) payment in respect of any accrued but unused vacation time in accordance with Company policy;

(vi) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 8(a)(i) through 8(a)(vi) hereof shall be hereafter referred to as the “Accrued Benefits”);

(vii) to the extent that the First Retention Bonus has not previously been paid in accordance with Section 4(b) hereof, an amount equal to a pro-rata portion of the First Retention Bonus (determined by multiplying the First Retention Bonus by a fraction, the numerator of which is the number of days that the Executive was employed by the Company from the Effective Date through the date of termination, and the denominator of which is 852); provided that to the extent that the payment of such amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60^th) day following such termination (the “Pro Rata First Retention Bonus”); and

(viii) to the extent that the Second Retention Bonus has not previously been paid in accordance with Section 4(b) hereof, an amount equal to a pro-rata portion of the Second Retention Bonus (determined by multiplying the Second Retention Bonus by a fraction, the numerator of which is the number of days that the Executive was employed by the Company from the Effective Date through the date of termination, and the denominator of which is 1,096); provided that to the extent that the payment of such amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60^th) day following such termination (the “Pro Rata Second Retention Bonus”).

(b) DISABILITY. In the event that the Executive’s employment and/or Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits, the Pro Rata First Retention Bonus and the Pro Rata Second Retention Bonus.

(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EXECUTIVE NON-EXTENSION OF THIS AGREEMENT. If the Executive’s employment is terminated (x) by the Company for Cause, (y) by the Executive without Good Reason, or (z) as a result of the Executive’s non-extension of this Agreement pursuant to the provisions of Section 2 hereof, the Company shall pay to the Executive the Accrued Benefits (other than the benefits described in Sections 8(a)(ii) and 8(a)(iii) hereof).

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause

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pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

(i) the Accrued Benefits;

(ii) the Retention Bonuses, but only to the extent that the Retention Bonuses have not previously been paid in accordance with Section 4(b) hereof, payable in a lump sum within sixty (60) days following such termination; provided that to the extent that the payment of such amounts constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60^th) day following such termination;

(iii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 12 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year of termination (the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60^th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and

(iv) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and his eligible dependents) for a period of eighteen (18) months following such termination, provided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iv) shall immediately cease.

Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

(e) CHANGE IN CONTROL.

(i) This Section 8(e) shall apply if the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof,

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or (y) by the Executive for Good Reason, in either case, during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 8(d) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 8(d)(ii) hereof, the Executive shall receive a lump sum payment equal to the Severance Amount on the date of such termination; provided that to the extent that the payment of the applicable amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60 ) day following such termination.

(ii) For purposes of this Agreement, the term “Change in Control” shall mean the consummation off the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a “Group”), other than Bain Capital Partners, any private equity fund managed by it, or any Group which includes Bain Capital Partners or any private equity fund managed by it, (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company (or any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of the Company (or any surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the assets of the Company and its subsidiaries (as determined on a consolidated basis).

(f) CODE SECTION 280G. So long as the Company is described in Section 280G(b)(5)(A)(ii)(I) of the Code, in the event that any payment that is either received by the Executive or paid by the Company on the Executive’s behalf or any property, or any other benefit provided to the Executive under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executive’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company shall, with respect to such Company Payments, use its reasonable best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Executive will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus; (ii) any other cash amount payable to the Executive; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

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9. OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company, the Executive shall promptly resign from any other position as an officer, director or fiduciary of the Company, Parent and any Affiliate.

10. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits (other than the amount described in Section 8(a)(iii) hereof) shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form of Exhibit A attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer (except as provided in Section 8(d)(iv) hereof). The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any of its affiliates.

11. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company, the Executive will learn confidential information regarding the Company. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company or any of its Affiliates, or received from third parties subject to a duty on the Company’s and its Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 11 who, in each case, shall be instructed by the Executive to keep such information confidential.

(b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm

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to the Company. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any material business of the Company or any Affiliate or in any other material business in which the Company or any Affiliate has taken material steps and has material plans, on or prior to the date or termination, to be engaged in on or after such date, in any locale of any country in which the Company or such Affiliate conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Executive has no active participation in the business of such corporation.

(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or an Affiliate to purchase goods or services then sold by the Company or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any Affiliate and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 11(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 11(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or Affiliate-related individuals or entities.

(d) INVENTIONS. (i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (A) that relate to the Executive’s work with the Company, made or conceived by the Executive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all

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countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company.

(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

(e) RETURN OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s rolodex and similar address books provided that such items only include contact information.

(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their trade secrets and confidential

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information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11, other than in response to an attempt by the Company or an Affiliate to enforce such covenants against the Executive. It is also agreed that the Affiliates will have the right to enforce all of the Executive’s obligations to such Affiliates under this Agreement, including without limitation pursuant to this Section 11.

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 11 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) TOLLING. In the event of any violation of the provisions of this Section 11, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 11 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 11 and 12 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

12. COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by the Company and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by the Company), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company, the Affiliates and their respective representatives in defense of all claims that may be made against the Company or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with the Company. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or Affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating, telephonic, counsel and other expenses incurred by the Executive in complying with this Section 12.

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13. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11 hereof or Section 12 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease.

14. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 14 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company shall assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company or Parent, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and provided that the Company agrees to perform such obligations if such successor fails to do so in a timely manner. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

15. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to the facsimile number) shown

in the books and records of the Company.

If to the Company:

Bain Capital Everest US Holding, Inc.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile:  (212) 421-2225

Attention: Stephen M. Zide

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or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

16. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

17. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

18. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with the Company.

20. LIABILITY INSURANCE. The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the Company covers its other officers and directors.

21. GOVERNING LAW. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).

22. DISPUTE RESOLUTION. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives

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any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 15 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder, unless otherwise provided under Section 19 hereof or otherwise required by applicable law.

23. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

24. REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to the Company that (a) the Executive has used the Executive’s best efforts to provide the Company with (i) each agreement with a predecessor employer which may have any bearing on the Executive’s legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, or (ii) a summary of the applicable provisions of each such agreement which the Executive may not provide to the Company due to an existing confidentiality obligation, and (b) other than the agreements referenced in the preceding clause (a), the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to the Company entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by the Company such that the parties hereunder shall be relieved of all of their respective duties and obligations hereunder; provided that any termination of the Executive’s employment resulting from the Company exercising its rights pursuant to this sentence shall be treated as a termination of

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employment by the Executive without Good Reason. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive’s right to enter into this Agreement and to perform all of the Executive’s obligations hereunder (whether by action against the Executive, the Company, Parent and/or an Affiliate), the Company, Parent (on behalf of itself and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge.

25. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) SECTION 409A COMPLIANCE.

(i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Any such modification shall require the written consent of the Executive. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that the Company makes any modification reasonably requested by the Executive in accordance with the second sentence of this Section 25(b)(i).

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 25(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

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(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

26. FURTHER ASSURANCES; PARENT GUARANTEE. The parties hereto shall cooperate with each other and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement. Parent hereby guarantees the performance of the obligations of the Company to pay all cash amounts due to the Executive pursuant to this Agreement. In the event that the Company is unable or unwilling to pay any such amounts when due, upon notice of such non-payment received by Parent from the Executive, Parent shall immediately pay such amounts, or take any and all actions necessary to cause one or more Affiliates to pay such amounts, on behalf of the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BAIN CAPITAL EVEREST US HOLDING, INC.
By:	/s/ CHRISTOPHER D PAPPAS
Name:	CHRISTOPHER D PAPPAS
Title:	PRESIDENT & CEO
BAIN CAPITAL EVEREST MANAGER HOLDING SCA
By:	/s/ Stephen M. Zide
Name:	Stephen M. Zide
	Authorized Signatory of Bain Capital Everest, Manager
Title:	Its GP Shareholder
Dated:		, 2010
EXECUTIVE
/s/ Richard J. Diemer Jr.
Richard J. Diemer Jr.

Employment Agreement Signature Page

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EXHIBIT A

GENERAL RELEASE

I, Richard J. Diemer Jr., in consideration of and subject to the performance by Bain Capital Everest US Holding, Inc. (together with its subsidiaries, the “Company”), of its obligations under the Employment Agreement, dated as of August 31, 2010 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective “Affiliates” (as defined in the Agreement) and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 8 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional

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distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have which arise after the date I execute this General Release, including, without limitation, Claims under the Age Discrimination in Employment Act of 1967. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or claims for indemnity or contribution.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

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9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.

10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I hereby acknowledge that Sections 8, 10, 11, 12, 13, 15, 17, 19, 20, 21, 22, 25 and 26 of the Agreement shall survive my execution of this General Release.

12. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

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4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5. I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;

6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:		DATED:
	Richard J. Diemer Jr.

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EX-10.3

Exhibit 10.3

EXECUTION VERSION

BAIN CAPITAL EVEREST US HOLDING, INC.

EMPLOYMENT AGREEMENT

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”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as the Executive Vice President & General Counsel of the Company and to pay all of the Executive’s compensation other than certain equity awards described in this Agreement; and

WHEREAS, Parent desires the Executive to be its Executive Vice President & General Counsel, to grant the Executive certain equity awards described in this Agreement and to guarantee the cash compensation of the Executive payable by the Company hereunder; and

WHEREAS, the Company, Parent and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Executive shall serve as the Executive Vice President & General Counsel of the Company and Parent. In this capacity, the Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent with the Executive’s position as Executive Vice President & General Counsel of the Company. The Executive’s principal place of employment with the Company shall be in either Pittsburgh or Philadelphia, Pennsylvania, to be determined in the Company’s sole discretion following the date hereof (such city as chosen by the Company, the “Headquarters City”); provided that (i) the Executive understands and agrees that the Executive will be required to travel frequently for business purposes and (ii) the Executive and the Company agree that Executive shall continue to maintain his residence and domicile in Dallas, Texas through the end of calendar year 2010. The Executive shall report directly to the Company’s Chief Executive Officer. Executive will relocate his primary residence to the Headquarters City metropolitan area as soon as reasonably practicable following the end of calendar year 2010.

(b) During the Employment Term, the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s reasonable

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best efforts to the performance of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not violate Section 11 hereof, interfere or conflict with the Executive’s duties hereunder or create a business or fiduciary conflict.

2. EMPLOYMENT TERM. The Company agrees to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to be so employed, for a term of three (3) years (the “Initial Term”) commencing upon the Effective Date. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least ninety (90) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 7 hereof, subject to Section 8 hereof. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

3. BASE SALARY. The Company agrees to pay the Executive a base salary for calendar year 2010 at an annual rate of not less than $510,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s base salary shall be subject to annual review by the Board (or a committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

4. ANNUAL BONUS. During the Employment Term, the Executive shall be eligible for an annual cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Board, no later than ninety (90) days after the commencement of such calendar year. The Executive’s targeted Annual Bonus for a calendar year shall equal 75% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year); provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year. The Executive’s Annual Bonus for a calendar year shall be determined by the Board after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in Section 8 hereof).

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5. EQUITY AWARD. On the Effective Date, you will be granted incentive securities or interests in one or more incentive securities, generally representing the right to participate in 0.55% of the capital appreciation of Parent.

6. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee benefit plan that the Company, Parent or any of their direct or indirectly controlled subsidiaries (each an “Affiliate”) h as adopted or may adopt, maintain or contribute to and which benefit any of the senior executives of the Company, Parent or any Affiliate, on a basis no less favorable than that applicable to any such senior executives, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation in any such employee benefit plan shall be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time, if and to the extent allowed pursuant to the terms of such plan, provided that any such amendment may have no more adverse affect on the Executive than on any other participant in such plan. The Company may provide perquisites to the Executive at the discretion of the Board. In addition, during the Employment Term, the Executive will be entitled to payment(s) and/or the provision of service(s) pursuant to the Company’s relocation policy in connection with his relocation to the Headquarters City, provided that notwithstanding the terms of such policy, the sum of any capital loss (taking into account transaction fees and broker’s commissions) and carrying costs experienced by the Executive associated with the sale of his Dallas, Texas residence, up to an additional $100,000, which are not covered by such policy shall be reimbursed to the Executive.

(b) VACATIONS. During the Employment Term, the Executive shall be entitled to four (4) weeks of paid vacation in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time.

(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policies as in effect from time to time, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Employment Term and in connection with the performance of the Executive’s duties hereunder.

7. TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Executive of termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Executive to have performed the Executive’s material duties hereunder due to a physical or mental injury, infirmity or incapacity, which inability shall continue for one hundred and twenty (120) consecutive days or for one hundred eighty (180) days (including weekends and holidays) in any 365-day period as determined by the Board in its reasonable discretion. The Executive shall cooperate in all respects with the Company if a

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question arises as to whether the Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss the Executive’s condition with the Company).

(b) DEATH. Automatically upon the date of death of the Executive.

(c) CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” shall mean the Executive’s (i) continued failure to follow the lawful directives of the Board or any executive to whom the Executive reports after written notice from the Board or such executive and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a felony; (iv) material violation of a material Company policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; or (vii) breach of any of the restrictive covenants set forth in Section 11 hereof or in any other written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company and that is not cured within fifteen (15) days of written notice from the Board (a “Material Covenant Violation”).

(d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Executive of an involuntary termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written notice by the Executive to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company or Parent (as applicable) within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below: (i) the material diminution in the Executive’s position, duties or authorities or assignment of duties materially inconsistent with the Executive’s position, including the Executive being required to report to someone other than the Company’s Chief Executive Officer, (ii) the Executive’s relocation of the Executive’s primary work location outside of the Headquarters City metropolitan area; (iii) a reduction in Base Salary or Target Bonus; (iv) the Company giving notice of non-extension of this Agreement; or (v) the Company’s material breach of this Agreement. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days the occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day correction period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.

(f) WITHOUT GOOD REASON. Upon ninety (90) days’ prior written notice by the Executive to the Company of the Executive’s voluntary termination of employment without

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Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive pursuant to the provisions of Section 2 hereof (in the case of a non-extension by the Company, without the Executive having terminated for Good Reason in respect of such non-extension).

8. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 8(a)(i) through 8(a)(v) hereof to be paid, unless otherwise provided below, within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):

(i) any unpaid Base Salary through the date of termination;

(ii) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination;

(iii) an amount equal to the pro-rata portion of the Executive’s Target Bonus for the calendar year of termination (determined by multiplying the Target Bonus for the year of termination by a fraction, the numerator of which is the number of days during the calendar year of termination that the Executive is employed by the Company and the denominator of which is 365); provided that to the extent that the payment of such amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 25 hereof), such payment shall be made on the sixtieth (60^th) day following such termination;

(iv) reimbursement for any unreimbursed business expenses incurred through the date of termination;

(v) payment in respect of any accrued but unused vacation time in accordance with Company policy; and

(vi) all other payments, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 8(a)(i) through 8(a)(vi) hereof shall be hereafter referred to as the “Accrued Benefits”).

(b) DISABILITY. In the event that the Executive’s employment and/or Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits.

(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EXECUTIVE NON-EXTENSION OF THIS AGREEMENT. If the Executive’s employment is terminated (x) by the Company for Cause or (y) by the Executive

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without Good Reason, the Company shall pay to the Executive the Accrued Benefits (other than the benefits described in Sections 8(a)(ii) and 8(a)(iii) hereof).

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

(i) the Accrued Benefits;

(ii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year of termination (the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60^th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and

(iii) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and the Executive’s spouse) through the date Executive turns 65 (or, in the case of coverage for Executive’s current spouse, through the date that she turns 65 so long as she is then Executive’s spouse), at the Company’s expense, provided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease. For the sake of clarity, if the period specified in this Section 8(d)(iii) exceeds the statutory period during which the Executive may elect continuation coverage under COBRA, the Company will provide the applicable benefits to Executive through procurement of an individual policy with respect to the Executive or by any other means chosen by the Company, at a cost to Executive no greater than the cost specified in clause (B) of this Section 8(d)(iii).

Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

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(e) CHANGE IN CONTROL.

(i) This Section 8(e) shall apply if the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, in either case, during the two (2)-year period commencing upon a Change in Control. Subject to the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, upon a termination described in the preceding sentence, the Executive shall receive the benefits set forth in Section 8(d) hereof, except that in lieu of receiving the Severance Amount in installments as contemplated under Section 8(d)(ii) hereof, the Executive shall receive a lump sum payment equal to the Severance Amount on the date of such termination; provided that to the extent that the payment of the applicable amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, such payment shall be made on the sixtieth (60^th) day following such termination.

(ii) For purposes of this Agreement, the term “Change in Control” shall mean the consummation off the first transaction following the Effective Date, whether in a single transaction or in a series of related transactions, in which any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a “Group”), other than Bain Capital Partners, any private equity fund managed by it, or any Group which includes Bain Capital Partners or any private equity fund managed by it, (A) acquires (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) equity interests of the Company (or any surviving or resulting entity) representing more than fifty percent (50%) of the outstanding voting securities or economic value of the Company (or any surviving or resulting entity), or (B) acquires assets constituting all or substantially all (more than eighty percent (80%)) of the assets of the Company and its subsidiaries (as determined on a consolidated basis).

(f) CODE SECTION 280G. So long as the Company is described in Section 280G(b)(5)(A)(ii)(I) of the Code, in the event that any payment that is either received by the Executive or paid by the Company on the Executive’s behalf or any property, or any other benefit provided to the Executive under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executive’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company shall, with respect to such Company Payments, use its reasonable best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Executive will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus; (ii) any other

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cash amount payable to the Executive; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

9. OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company, the Executive shall promptly resign from any other position as an officer, director or fiduciary of the Company, Parent and any Affiliate.

10. RELEASE; NO MITIGATION; NO SET-OFF. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits (other than the amount described in Section 8(a)(iii) hereof) shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form of Exhibit A attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment by a subsequent employer (except as provided in Section 8(d)(iii) hereof). The Company’s obligations to pay the Executive amounts hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any of its affiliates.

11. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Executive’s employment with the Company, the Executive will learn confidential information regarding the Company. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company or any of its Affiliates, or received from third parties subject to a duty on the Company’s and its Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 11 who, in each case, shall be instructed by the Executive to keep such information confidential.

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(b) NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any material business of the Company or any Affiliate or in any other material business in which the Company or any Affiliate has taken material steps and has material plans, on or prior to the date or termination, to be engaged in on or after such date, in any locale of any country in which the Company or such Affiliate conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Executive has no active participation in the business of such corporation. In no event shall the provisions of this Section 11(b) apply to the Executive’s practice as an attorney to the extent prohibited by law.

(c) NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (i) solicit, aid or induce any customer of the Company or an Affiliate to purchase goods or services then sold by the Company or any Affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer, (ii) solicit, aid or induce any employee, representative or agent of the Company or any Affiliate to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliate, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (iii) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any Affiliate and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 11(c) while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 11(c) shall not be violated by general advertising or solicitation not specifically targeted at Company or Affiliate-related individuals or entities.

(d) INVENTIONS. (i) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship, in any such case, of a scientific nature (“Inventions”), whether patentable or unpatentable, (A) that relate to the Executive’s work with the Company, made or conceived by the Executive, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Executive performs in connection with the Company, either while performing the Executive’s duties with the Company or on the Executive’s own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the

9

manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Executive will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Executive will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Executive from the Company.

(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an employee of or other service provider to the Company.

(e) RETURN OF COMPANY PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company or its Affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Executive may retain the Executive’s rolodex and similar address books provided that such items only include contact information.

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(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 11. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 11, other than in response to an attempt by the Company or an Affiliate to enforce such covenants against the Executive. It is also agreed that the Affiliates will have the right to enforce all of the Executive’s obligations to such Affiliates under this Agreement, including without limitation pursuant to this Section 11.

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 11 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) TOLLING. In the event of any violation of the provisions of this Section 11, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 11 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 11 and 12 hereof shall survive the termination or expiration of the Employment Term and the Executive’s employment with the Company and shall be fully enforceable thereafter.

12. COOPERATION. Upon the receipt of reasonable notice from the Company (including through outside counsel), the Executive agrees that while employed by the Company and thereafter (to the extent it does not materially interfere with the Executive’s employment or other business activities after employment by the Company), the Executive will respond and provide information with regard to matters in which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company, the Affiliates and their respective representatives in defense of all claims that may be made against the Company or the Affiliates, and will assist the Company and the Affiliates in the prosecution of all claims that may be made by the Company or the Affiliates, to the extent that such claims may relate to the period of the Executive’s employment with the Company. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or the Affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then

11

been filed against the Company or Affiliates with respect to such investigation, and shall not do so unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Executive for all reasonable out-of-pocket travel, duplicating, telephonic, counsel and other expenses incurred by the Executive in complying with this Section 12.

13. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11 hereof or Section 12 hereof would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. In the event of a Material Covenant Violation or a Material Cooperation Violation by the Executive, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease.

14. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 14 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company shall assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company or Parent, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and provided that the Company agrees to perform such obligations if such successor fails to do so in a timely manner. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

15. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to the facsimile number) shown

in the books and records of the Company.

If to the Company:

Bain Capital Everest US Holding, Inc.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

12

New York, NY 10022

Facsimile: (212) 421-2225

Attention: Stephen M. Zide

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

16. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement (including the Exhibits hereto) and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

17. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

18. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive and hold the Executive harmless to the fullest extent allowable under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorney’s fees, and the advancement of such fees subject to any legally required repayment undertaking), losses, and damages resulting from the Executive’s performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination of the Executive’s employment with the Company.

20. LIABILITY INSURANCE. The Company shall cover the Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent as the Company covers its other officers and directors.

21. GOVERNING LAW. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply).

22. DISPUTE RESOLUTION. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from

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any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 15 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

23. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof, whether written or oral. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

24. REPRESENTATIONS; ACTIONS BY PRIOR EMPLOYERS. The Executive represents and warrants to the Company that (a) the Executive has used the Executive’s best efforts to provide the Company with (i) each agreement with a predecessor employer which may have any bearing on the Executive’s legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms, or (ii) a summary of the applicable provisions of each such agreement which the Executive may not provide to the Company due to an existing confidentiality obligation, and (b) other than the agreements referenced in the preceding clause (a), the Executive is not a party to any agreement or understanding, whether written or oral, and is not subject to any restriction (including, without limitation, any non-competition restriction from a prior employer), which, in either case, could prevent the Executive from entering into this Agreement or performing all of the Executive’s duties and obligations hereunder. The Executive understands that the foregoing representations are a material inducement to the Company entering into this Agreement, and to the extent that either of such representations is untrue in any material respect at any time or for any reason, this Agreement shall be voidable by the Company such that the parties hereunder shall be relieved of all of their respective duties and obligations

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hereunder; provided that any termination of the Executive’s employment resulting from the Company exercising its rights pursuant to this sentence shall be treated as a termination of employment by the Executive without Good Reason. If any prior employer of the Executive, or any affiliate of any such prior employer, challenges the Executive’s right to enter into this Agreement and to perform all of the Executive’s obligations hereunder (whether by action against the Executive, the Company, Parent and/or an Affiliate), the Company, Parent (on behalf of itself and all Affiliates) and the Executive each agree to use their reasonable best efforts to defend against such challenge.

25. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) SECTION 409A COMPLIANCE.

(i) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Any such modification shall require the written consent of the Executive. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that the Company makes any modification reasonably requested by the Executive in accordance with the second sentence of this Section 25(b)(i).

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 25(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and all remaining payments and benefits due

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under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

26. FURTHER ASSURANCES; PARENT GUARANTEE. The parties hereto shall cooperate with each other and do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement. Parent hereby guarantees the performance of the obligations of the Company to pay all cash amounts due to the Executive pursuant to this Agreement. In the event that the Company is unable or unwilling to pay any such amounts when due, upon notice of such non-payment received by Parent from the Executive, Parent shall immediately pay such amounts, or take any and all actions necessary to cause one or more Affiliates to pay such amounts, on behalf of the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BAIN CAPITAL EVEREST US HOLDING, INC.
By:	/s/ Christopher Pappas
Name:	Christopher Pappas
Title:	Chief Executive Officer
BAIN CAPITAL EVEREST MANAGER HOLDING SCA
By:	/s/ Stephen Zide
Name:	Stephen Zide
Title:	Authorised Signatory of Bain Capital Everest Manager its GP Shareholder
Dated:	, 2010
EXECUTIVE
/s/ Curtis S. Shaw
Curtis S. Shaw

Employment Agreement Signature Page

EXHIBIT A

GENERAL RELEASE

I, Curtis S. Shaw, in consideration of and subject to the performance by Bain Capital Everest US Holding, Inc. (together with its subsidiaries, the “Company” ), of its obligations under the Employment Agreement, dated as of July 1, 2010 (the “Agreement” ), do hereby release and forever discharge as of the date hereof the Company and its respective “Affiliates” (as defined in the Agreement) and all present, former and future directors, officers, employees, successors and assigns of the Company and its Affiliates and direct or indirect owners (collectively, the “Released Parties” ) to the extent provided below. The Released Parties are intended third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 8 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional

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distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have which arise after the date I execute this General Release, including, without limitation, Claims under the Age Discrimination in Employment Act of 1967. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving any right to the Accrued Benefits or claims for indemnity or contribution.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

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9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.

10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I hereby acknowledge that Sections 8, 10, 11, 12, 13, 15, 17, 18, 19, 21, 22, 25 and 26 of the Agreement shall survive my execution of this General Release.

12. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

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4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5. I HAVE HAD AT LEAST [21] [45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD;

6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:		DATED:
	Curtis S. Shaw

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of August 18, 2010, by and among Bain Capital Everest US Holding, Inc., a Delaware corporation (“Company”), Bain Capital Everest Manager Holding SCA, a Luxembourg incorporated company (“Parent”) and Curtis S. Shaw (“Executive”).

W I T N E S S E T H:

WHEREAS, Company, Parent and Executive entered into an Employment Agreement dated as of July 1, 2010 (the “Agreement”); and

WHEREAS, Company and Executive desire to further amend certain terms and conditions of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment, Company, Parent and Executive hereby agree as follows:

1. Section 5 of the Agreement is hereby amended by deleting therefrom “0.55%”, and by inserting in its place “0.80%”.

2. Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect.

3. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Agreement.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the undersigned have signed this Amendment on the date first above written.

	BAIN CAPITAL EVEREST US HOLDING, INC.
Date: August 18, 2010	By:	/s/ CHRISTOPHER D. PAPPAS
	Name:	CHRISTOPHER D. PAPPAS
	Title:	PRES & CEO
	BAIN CAPITAL EVEREST MANAGER HOLDING SCA
Date: August 18, 2010	By:	/s/ Stephen Zide
	Name:	Stephen Zide
	Title:	Authorized Signatory of Bain Capital Everest Manager its GP Shareholder.
	EXECUTIVE
Date: August 18, 2010	By:	/s/ Curtis S. Shaw
		Curtis S. Shaw

EX-10.4

Exhibit 10.4

BAIN CAPITAL EVEREST US HOLDING, INC.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

September 22, 2010

Mr. Paul F. Moyer

22806 DeForest Ridge Lane

Katy, TX 77494

Re: Employment Offer Letter

Dear Paul:

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.

1. At-Will Employment. Your employment with the Company under this Agreement will commence on the Closing and will continue for an indefinite term. Your employment with the Company will be “at-will,” and will be terminable by you or the Company at any time and for any reason (or no reason).

2. Title and Reporting. During the term of your employment with the Company, you will serve as the Vice President & General Manager, Plastics of the Company and you will report directly to the Chief Executive Officer of the Company.

3. Duties and Responsibilities. You will have the duties and responsibilities that are normally associated with the position described above and such additional executive responsibilities as may be prescribed by the Board of Directors of the Company or the Chief Executive Officer of the Company from time to time that are not materially inconsistent with your position. During your period of employment, you will devote substantially all of your business time, energy and efforts to your obligations hereunder and to the affairs of the Company; provided that the foregoing shall not prevent you from (i) participating in charitable, civic, educational, professional, community or industry affairs and (ii) managing your passive personal investments, in each case, so long as such activities, individually or in the aggregate, do not materially interfere with your duties hereunder or create a potential business or fiduciary conflict.

4. Base Salary. You will receive a base salary at a rate of US $303,000 per annum, which will be paid in equal installments in accordance with the Company’s normal payroll practices as in effect from time to time. Your base salary will be subject to review each year for possible increase (but not decrease) by the Board of Directors of the Company in its sole discretion. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

5. Annual Bonus.

(a) General. Except as otherwise provided in Section 5(b) hereof, your annual performance award (“Annual Bonus”) will have a payout range from 0% to 200% of your annual base salary, with a target annual award of 55% of your annual base salary (“Target Bonus”). Your Annual Bonus will be subject to the achievement of annual performance objectives established by the Company’s Board of Directors in consultation with you and the Chief Executive Officer of the Company, and shall be paid in the calendar year following the calendar year to which such Annual Bonus relates at the same time as annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment, except as otherwise provided in this Agreement.

(b) 2010 Annual Bonus. For calendar year 2010, you will be eligible to receive an Annual Bonus calculated in two periods:

• Period 1 – January 1, 2010 through the Closing. For the period from January 1, 2010 through the Closing, you will be eligible to receive a pro rata Annual Bonus based on a Target Bonus percentage of 40% of your base salary as in effect immediately prior to the Closing, subject to the achievement of the applicable performance objectives previously set at the beginning of 2010. Any amount payable in respect of the period from January 1, 2010 through the Closing will be a liability of The Dow Chemical Company and will be paid in accordance with the terms and conditions of the applicable plan or arrangement under which the Annual Bonus was granted as in effect prior to the Closing.

• Period 2 – Closing through December 31, 2010. For the period from the Closing through December 31, 2010, you will be eligible to receive a pro rata Annual Bonus based on a Target Bonus percentage of 55% of your base salary as in effect hereunder, subject to the achievement of the applicable performance objectives set by the Company’s Board of Directors promptly following the Closing in consultation with you and the Chief Executive Officer of the Company. Payment of any earned Annual Bonus for the period from the Closing through December 31, 2010 will be made in calendar year 2011 at the same time Annual Bonuses are paid to all other senior executives of the Company generally, subject to your continued employment with the Company at the time of payment, except as otherwise provided in this Agreement.

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6. Equity Award. Upon the Closing, you will be granted incentive securities or interests in one or more incentive securities, generally representing the right to participate in 0.40% of the capital appreciation of Bain Capital Everest Manager Holding SCA, the ultimate Luxembourg parent holding company of the Company. Additional details on the terms and conditions applicable to such incentive securities will follow under separate cover.

7. Employee Benefits. You will be entitled to participate in the employee and fringe benefit plans and programs (including, without limitation, health, retirement and severance programs) of the Company in effect during your employment that are generally available to the senior management of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and programs.

8. Termination.

(a) Your employment with the Company and its subsidiaries shall terminate (i) upon your written notice to the Company of a termination for “Good Reason” (as defined herein), (ii) upon your thirty (30) days’ prior written notice to the Company of your voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date), (iii) immediately upon your death or upon written notice by the Company to you of a termination of employment for Cause or without Cause (other than for death or Disability), or (iv) upon ten (10) days’ prior written notice by the Company to you of your termination of employment due to “Disability” (as defined herein).

(b) For purposes of this Agreement:

(i) “Cause” means your (A) continued failure to follow the lawful directives of the Board or a more senior executive of the Company after written notice from the Company and a period of no less than thirty (30) days to cure such failure; (B) willful misconduct or gross negligence in the performance of your duties; (C) conviction of, or pleading of guilty or nolo contendere to, a felony; (D) material violation of a material Company policy that is not cured within fifteen (15) days of written notice from the Board; (E) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (F) continued failure to cooperate in any audit or investigation of financial or business practices of the Company after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; or (G) breach of any of the restrictive covenants set forth in the Company’s Confidential Information, Inventions, Non-Competition and Non-Solicitation Agreement, attached as Exhibit A hereof or in any other written agreement between you and the Company and/or its affiliates that causes material and demonstrable harm to the Company and that is not cured within fifteen (15) days of written notice from the Board;

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(ii) “Disability” means your failure to have performed your material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends and holidays) in any
365-day period, as determined by the Board in its reasonable discretion; and

(iii) “Good Reason” means the occurrence of any of the following events, without your express written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following your written notice to the Company of the occurrence of (A) a material diminution in your Base Salary or Target Bonus, (B) your assignment of duties and/or responsibilities that are materially inconsistent with your position as Vice President & General Manager, Plastics of the Company (which, for the sake of clarity, shall not include becoming Vice President & General Manager of another division or business of the Company that is substantially the same size as the division or business for which you were responsible immediately prior to such change), (C) relocation of your principal place of business to any city outside of the continental United States of America, or (D) a change in reporting structure such that you are no longer reporting to the Company’s Chief Executive Officer or one of his direct reports. You shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day period described above. Otherwise, you will be deemed to have irrevocably waived any claim of such circumstances as “Good Reason”.

9. Severance.

(a) In the event of your termination of employment from the Company by reason of your death, Disability, voluntary resignation without Good Reason or by the Company for Cause, you will be entitled to receive (i) any unpaid Base Salary through the date of termination, (ii) except in the case of your termination by the Company for Cause, any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, payable at the same time as it would have been paid provided you had not undergone a termination of employment; (iii) reimbursement in accordance with applicable Company policy for any unreimbursed business expenses incurred through the date of termination; (iv) any accrued but unused vacation time in accordance with Company policy and (v) all other payments, benefits or fringe benefits (excluding any severance or termination benefits) to which you shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 9(a)(i) through 9(a)(v) hereof shall be hereafter referred to as the “Accrued Benefits”). In addition, in the event of your termination of employment from the Company by reason of your death or Disability, you will also be entitled to receive a pro rata Annual Bonus

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(based on the number of days of employment in the calendar year in which such termination occurs) based on actual Company performance through the applicable performance period, payable the same time as the Annual Bonus would otherwise have been paid provided there had been no termination of employment during such calendar year (a “Pro Rata Bonus”).

(b) In the event of your termination of employment from the Company by you for Good Reason or by the Company without Cause (each, a “Qualifying Termination”) during the two (2)-year period following the Closing, you will be entitled to receive (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect on your date of termination, plus (y) your Target Bonus, payable in equal installments over the twelve-month period following your termination of employment in accordance with the Company’s payroll practices in effect on the date of your termination of employment, and (iii) a Pro Rata Bonus. Thereafter, in the event of your Qualifying Termination, you will receive severance benefits from the Company in accordance with the severance practices of the Company, but, in any event, a total amount no less than (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect on your date of termination, plus (y) your Target Bonus and (iii) a Pro Rata Bonus.

(c) Payment of all amounts described in this Section 9 other than the Accrued Benefits (the “Severance Payments”) shall only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company in substantially the form of Exhibit B attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. To the extent payment of any amount of the Severance Payments constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the sixtieth (60th) day following such termination of employment and shall include payment of any amount that was otherwise scheduled to be paid prior thereto.

10. Restrictive Covenants. As a condition to your employment, you will execute the Company’s Confidential Information, Inventions, Non-Competition and Non-Solicitation Agreement, a copy of which is attached hereto as Exhibit A.

11. No Assignments. This Agreement is personal to each of the parties hereto. Except as provided herein, no party may assign or delegate any right or obligation hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company will require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” will mean the Company and any

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successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

12. Withholding Taxes. The Company may withhold from any and all amounts payable to you hereunder such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

13. Governing Law. The terms of this Agreement and your employment with the Company will be governed by the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

14. Indemnification and Liability Insurance. The Company hereby agrees to indemnify you and hold you harmless to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties and obligations with the Company and the Company’s affiliates. The Company shall cover you under directors’ and officers’ liability insurance both during and, while potential liability exists, after employment with the Company in the same amount and to the same extent as the Company covers its other officers and directors. These obligations shall survive the termination of your employment with the Company.

15. No Mitigation; No Offset. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by you as a result of employment by a subsequent employer,

16. Section 409A Compliance.

(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this letter agreement will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. Any such modification will require your written consent.

(b) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that is considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this letter agreement,

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references to a “termination,” “termination of employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum and all remaining payments and benefits due under this letter agreement (if any) will be paid or provided in accordance with the normal payment dates specified for them herein.

(c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred.

(d) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

17. Entire Agreement; Amendment. This Agreement and the restrictive covenants agreement referenced in Section 10 hereof constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.

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This Agreement is intended to be a binding obligation on you and the Company regarding your employment with the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of your employment with the Company, please sign and date one copy of this Agreement and return the same to us for the Company’s records. You should make a copy of the executed Agreement for your records.

Paul, on behalf of the Company, we are pleased to offer you this role and the compensation package set forth in this Agreement. We hope you find this opportunity as exciting as we do!

Very truly yours,
/s/ Chris Pappas	/s/ Steve Zide
Chris Pappas President & CEO of the Company	Steve Zide Bain Capital Everest US Holding, Inc.

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my employment with the Company, and I hereby confirm my agreement to the same.

Dated: SEPTEMBER 22, 2010	/s/ Paul F. Moyer
	Paul F. Moyer

Offer Letter Signature Page

EXHIBIT A

BAIN CAPITAL EVEREST US HOLDING, INC.

CONFIDENTIAL INFORMATION, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS CONFIDENTIAL INFORMATION, INVENTIONS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made by and between Bain Capital Everest US Holding, Inc., a Delaware corporation (the “Company”), and the undersigned employee (the “Employee”).

WHEREAS, in partial consideration for the Employee’s continued service with the Company, the Company wishes to enter into this Agreement and bind the Employee to certain restrictive covenants in favor of the Company and the Company’s affiliates as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. CONFIDENTIALITY. During the course of the Employee’s employment with the Company, the Employee will learn confidential information on behalf of the Company. The Employee agrees that the Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned duties and for the benefit of the Company, either during the period of the Employee’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, or received from third parties subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Employee during the Employee’s employment by the Company (or any predecessor). The foregoing shall not apply to information that (a) was known to the public prior to its disclosure to the Employee, (b) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful act of the Employee or any representative of the Employee, or (c) the Employee is required to disclose by applicable law, regulation or legal process (provided that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and the Employee hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than (i) to immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Employee’s conduct imposed hereunder who, in each case, agree to keep such information confidential or (ii) if the Employee is required to disclose by applicable law, regulation or legal process.

2. NONCOMPETITION. The Employee acknowledges that the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any material business that the Company is engaged in during the term of Employee’s employment; provided, that such material business (x) is limited to the specific products and not other uses of the chemicals used within such material business and (y) does not include alternative products that could be used for the same purpose (e.g., if the material business is for heating, then coal would not be considered competitive with oil) (the “Prohibited Activities”). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being (i) a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) employed by, or providing services to (or receiving compensatory equity awards from a parent entity of), a subsidiary, division or unit of any entity that engages in the Prohibited Activities so long as the Employee does not provide any services to such portion of the entity’s business that engages in the Prohibited Activities.

3. NONSOLICITATION; NONINTERFERENCE. During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (a) solicit, aid or induce any customer of the Company or any of its affiliates to purchase goods or services then sold by the Company or any of its affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer, unless the Employee is employed with such customer following the Employee’s termination of employment with the Company, (b) solicit, aid or induce any employee, representative or agent of the Company or any of its affiliates to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of its affiliates, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (c) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 3 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 3 shall not be violated by (A) general advertising or solicitation not specifically targeted at Company or affiliate-related individuals or entities or (B) the Employee serving as a reference, upon request, with regard to entities with which the Employee is not associated.

4. INVENTIONS. (a) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (i) that relate to the Employee’s

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work with the Company, made or conceived by the Employee, solely or jointly with others, during the period of the Employee’s employment with the Company, or (ii) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties with the Company or on the Employee’s own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon termination of employment, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the period of employment with the Company, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the period of employment with the Company, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company.

(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

5. RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with the Company for any reason (or at any time prior thereto at the

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Company’s request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Employee may retain the Employee’s rolodex and similar address books provided that such items only include contact information.

6. REASONABLENESS OF COVENANTS. In signing this Agreement, the Employee gives the Company assurance that the Employee has carefully read and considered all of the terms and conditions of this Agreement and the restraints imposed on the Employee’s conduct hereunder. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Employee’s obligations to that affiliate under this Agreement.

7. AFFILIATES. For purposes of this Agreement, any reference to an “affiliate” or “affiliates” shall only apply to Bain Capital Everest Manager Holding SCA (“Parent”) or any direct or indirectly controlled subsidiary of the Company or Parent.

8. REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

9. TOLLING. In the event of any violation of the provisions of this Agreement, the Employee acknowledges and agrees that the post-termination restrictions contained herein shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

10. SURVIVAL OF PROVISIONS. The obligations contained in this Agreement shall survive the termination of the Employee’s employment with the Company and shall be fully enforceable thereafter.

11. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific

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performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security.

12. SEVERABILITY. To the extent that any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

13. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall give the Employee any right to continued employment with the Company or any of its affiliates, or in any way limit the right of the Company to terminate the Employee’s employment at any time and for any reason (or no reason), with or without notice.

14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns. The Employee’s obligations under this Agreement shall not be assignable by the Employee.

15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

16. GOVERNING LAW; JURISDICTION. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Employee’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EMPLOYEE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EMPLOYEE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner

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permitted by the laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement by the Company and the Employee with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by the Employee and the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 22 day of September, 2010.

BAIN CAPITAL EVEREST US HOLDING, INC.
By:
Print Name:	Steve Zide
Print Title:
EMPLOYEE
Signature
Print Name:	PAUL F. MOYER

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EX-10.5

Exhibit 10.5

BAIN CAPITAL EVEREST US HOLDING, INC.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

September 22, 2010

Mr. Marco Levi

Runggelmatt, 19A

8832-Wollerau

Switzerland

Re: Employment Offer Letter

Dear Marco:

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.

1. At-Will Employment. Your employment with the Company under this Agreement will commence on the Closing and will continue for an indefinite term. Your employment with the Company will be “at-will,” and will be terminable by you or the Company at any time and for any reason (or no reason).

2. Title and Reporting. During the term of your employment with the Company, you will serve as the Vice President & General Manager, Latex and Emulsion Polymers of the Company and you will report directly to the Chief Executive Officer of the Company.

3. Duties and Responsibilities. You will have the duties and responsibilities that are normally associated with the position described above and such additional executive responsibilities as may be prescribed by the Board of Directors of the Company or the Chief Executive Officer of the Company from time to time that are not materially inconsistent with your position. During your period of employment, you will devote substantially all of your business time, energy and efforts to your obligations hereunder and to the affairs of the Company; provided that the foregoing shall not prevent you from (i) participating in charitable, civic, educational, professional, community or industry affairs and (ii) managing your passive personal investments, in each case, so long as such activities, individually or in the aggregate, do not materially interfere with your duties hereunder or create a potential business or fiduciary conflict.

4. Base Salary. You will receive a base salary at a rate of 480,000 CHF (Swiss francs) per annum, which will be paid in equal installments in accordance with the Company’s

normal payroll practices as in effect from time to time. Your base salary will be subject to review each year for possible increase (but not decrease) by the Board of Directors of the Company in its sole discretion. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

5. Annual Bonus.

(a) General. Except as otherwise provided in Section 5(b) hereof, your annual performance award (“Annual Bonus”) will have a payout range from 0% to 200% of your annual base salary, with a target annual award of 55% of your annual base salary (“Target Bonus”). Your Annual Bonus will be subject to the achievement of annual performance objectives established by the Company’s Board of Directors in consultation with you and the Chief Executive Officer of the Company, and shall be paid in the calendar year following the calendar year to which such Annual Bonus relates at the same time as annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment, except as otherwise provided in this Agreement.

(b) 2010 Annual Bonus. For calendar year 2010, you will be eligible to receive an Annual Bonus calculated in two periods:

• Period 1 – January 1, 2010 through the Closing. For the period from January 1, 2010 through the Closing, you will be eligible to receive a pro rata Annual Bonus based on a Target Bonus percentage of 40% of your base salary as in effect immediately prior to the Closing, subject to the achievement of the applicable performance objectives previously set at the beginning of 2010. Any amount payable in respect of the period from January 1, 2010 through the Closing will be a liability of The Dow Chemical Company and will be paid in accordance with the terms and conditions of the applicable plan or arrangement under which the Annual Bonus was granted as in effect prior to the Closing.

• Period 2 – Closing through December 31, 2010. For the period from the Closing through December 31, 2010, you will be eligible to receive a pro rata Annual Bonus based on a Target Bonus percentage of 55% of your base salary as in effect hereunder, subject to the achievement of the applicable performance objectives set by the Company’s Board of Directors promptly following the Closing in consultation with you and the Chief Executive Officer of the Company. Payment of any earned Annual Bonus for the period from the Closing through December 31, 2010 will be made in calendar year 2011 at the same time Annual Bonuses are paid to all other senior executives of the Company generally, subject to your continued employment with the Company at the time of payment, except as otherwise provided in this Agreement.

6. Equity Award. Upon the Closing, you will be granted incentive securities or interests in one or more incentive securities, generally representing the right to participate in 0.40%

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of the capital appreciation of Bain Capital Everest Manager Holding SCA, the ultimate Luxembourg parent holding company of the Company. Additional details on the terms and conditions applicable to such incentive securities will follow under separate cover.

7. Employee Benefits. You will be entitled to participate in the employee and fringe benefit plans and programs (including, without limitation, health, retirement and severance programs) of the Company in effect during your employment that are generally available to the senior management of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and programs.

8. Termination.

(a) Your employment with the Company and its subsidiaries shall terminate (i) upon your written notice to the Company of a termination for “Good Reason” (as defined herein), (ii) upon your thirty (30) days’ prior written notice to the Company of your voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date), (iii) immediately upon your death or upon written notice by the Company to you of a termination of employment for Cause or without Cause (other than for death or Disability), or (iv) upon ten (10) days’ prior written notice by the Company to you of your termination of employment due to “Disability” (as defined herein).

(b) For purposes of this Agreement:

(i) “Cause” means your (A) continued failure to follow the lawful directives of the Board or a more senior executive of the Company after written notice from the Company and a period of no less than thirty (30) days to cure such failure; (B) willful misconduct or gross negligence in the performance of your duties; (C) conviction of, or pleading of guilty or nolo contendere to, a felony; (D) material violation of a material Company policy that is not cured within fifteen (15) days of written notice from the Board; (E) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (F) continued failure to cooperate in any audit or investigation of financial or business practices of the Company after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; or (G) breach of any of the restrictive covenants set forth in the Company’s Confidential Information, Inventions, Non-Competition and Non-Solicitation Agreement, attached as Exhibit A hereof or in any other written agreement between you and the Company and/or its affiliates that causes material and demonstrable harm to the Company and that is not cured within fifteen (15) days of written notice from the Board;

(ii) “Disability” means your failure to have performed your material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends and holidays) in any

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365-day period, as determined by the Board in its reasonable discretion; and

(iii) “Good Reason” means the occurrence of any of the following events, without your express written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following your written notice to the Company of the occurrence of (A) a material diminution in your Base Salary or Target Bonus, (B) your assignment of duties and/or responsibilities that are materially inconsistent with your position as Vice President & General Manager, Latex and Emulsion Polymers of the Company (which, for the sake of clarity, shall not include becoming Vice President & General Manager of another division or business of the Company that is substantially the same size as the division or business for which you were responsible immediately prior to such change), (C) relocation of your principal place of business to any country other than Switzerland, or (D) a change in reporting structure such that you are no longer reporting to the Company’s Chief Executive Officer or one of his direct reports. You shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day period described above. Otherwise, you will be deemed to have irrevocably waived any claim of such circumstances as “Good Reason”.

9. Severance.

(a) In the event of your termination of employment from the Company by reason of your death, Disability, voluntary resignation without Good Reason or by the Company for Cause, you will be entitled to receive (i) any unpaid Base Salary through the date of termination, (ii) except in the case of your termination by the Company for Cause, any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, payable at the same time as it would have been paid provided you had not undergone a termination of employment; (iii) reimbursement in accordance with applicable Company policy for any unreimbursed business expenses incurred through the date of termination; (iv) any accrued but unused vacation time in accordance with Company policy and (v) all other payments, benefits or fringe benefits (excluding any severance or termination benefits) to which you shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 9(a)(i) through 9(a)(v) hereof shall be hereafter referred to as the “Accrued Benefits”). In addition, in the event of your termination of employment from the Company by reason of your death or Disability, you will also be entitled to receive a pro rata Annual Bonus (based on the number of days of employment in the calendar year in which such termination occurs) based on actual Company performance through the applicable performance period, payable the same time as the Annual Bonus would otherwise

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have been paid provided there had been no termination of employment during such calendar year (a “Pro Rata Bonus”).

(b) In the event of your termination of employment from the Company by you for Good Reason or by the Company without Cause (each, a “Qualifying Termination”) during the two (2)-year period following the Closing, you will be entitled to receive (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect on your date of termination, plus (y) your Target Bonus, payable in equal installments over the twelve-month period following your termination of employment in accordance with the Company’s payroll practices in effect on the date of your termination of employment, and (iii) a Pro Rata Bonus. Thereafter, in the event of your Qualifying Termination, you will receive severance benefits from the Company in accordance with the severance practices of the Company, but, in any event, a total amount no less than (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect on your date of termination, plus (y) your Target Bonus and (iii) a Pro Rata Bonus.

(c) Payment of all amounts described in this Section 9 other than the Accrued Benefits (the “Severance Payments”) shall only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company in substantially the form of Exhibit B attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination.

10. Restrictive Covenants. As a condition to your employment, you will execute the Company’s Confidential Information, Inventions, Non-Competition and Non-Solicitation Agreement, a copy of which is attached hereto as Exhibit A.

11. No Assignments. This Agreement is personal to each of the parties hereto. Except as provided herein, no party may assign or delegate any right or obligation hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company will require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” will mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

12. Withholding Taxes. The Company may withhold from any and all amounts payable to you hereunder such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

13. Governing Law. The terms of this Agreement and your employment with the Company will be governed by the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

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14. Indemnification and Liability Insurance. The Company hereby agrees to indemnify you and hold you harmless to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties and obligations with the Company and the Company’s affiliates. The Company shall cover you under directors’ and officers’ liability insurance both during and, while potential liability exists, after employment with the Company in the same amount and to the same extent as the Company covers its other officers and directors. These obligations shall survive the termination of your employment with the Company.

15. No Mitigation; No Offset. In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by you as a result of employment by a subsequent employer,

16. Entire Agreement; Amendment. This Agreement and the restrictive covenants agreement referenced in Section 10 hereof constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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This Agreement is intended to be a binding obligation on you and the Company regarding your employment with the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of your employment with the Company, please sign and date one copy of this Agreement and return the same to us for the Company’s records. You should make a copy of the executed Agreement for your records.

Marco, on behalf of the Company, we are pleased to offer you this role and the compensation package set forth in this Agreement. We hope you find this opportunity as exciting as we do!

Very truly yours,
/s/ Chris Pappas	/s/ Steve Zide
Chris Pappas President & CEO of the Company	Steve Zide Bain Capital Everest US Holding, Inc.

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my employment with the Company, and I hereby confirm my agreement to the same.

Dated: 22 /3/, 2010	/s/ Marco Levi
	Marco Levi

Offer Letter Signature Page

EXHIBIT A

BAIN CAPITAL EVEREST US HOLDING, INC.

CONFIDENTIAL INFORMATION, INVENTIONS,

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS CONFIDENTIAL INFORMATION, INVENTIONS, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made by and between Bain Capital Everest US Holding, Inc., a Delaware corporation (the “Company”), and the undersigned employee (the “Employee”).

WHEREAS, in partial consideration for the Employee’s continued service with the Company, the Company wishes to enter into this Agreement and bind the Employee to certain restrictive covenants in favor of the Company and the Company’s affiliates as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. CONFIDENTIALITY. During the course of the Employee’s employment with the Company, the Employee will learn confidential information on behalf of the Company. The Employee agrees that the Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned duties and for the benefit of the Company, either during the period of the Employee’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, or received from third parties subject to a duty on the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Employee during the Employee’s employment by the Company (or any predecessor). The foregoing shall not apply to information that (a) was known to the public prior to its disclosure to the Employee, (b) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful act of the Employee or any representative of the Employee, or (c) the Employee is required to disclose by applicable law, regulation or legal process (provided that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and the Employee hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than (i) to immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Employee’s conduct imposed hereunder who, in each case, agree to keep such information confidential or (ii) if the Employee is required to disclose by applicable law, regulation or legal process.

2. NONCOMPETITION. The Employee acknowledges that the Employee performs services of a unique nature for the Company that are in irreplaceable, and that the

Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any material business that the Company is engaged in during the term of Employee’s employment; provided, that such material business (x) is limited to the specific products and not other uses of the chemicals used within such material business and (y) does not include alternative products that could be used for the same purpose (e.g., if the material business is for heating, then coal would not be considered competitive with oil) (the “Prohibited Activities”). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being (i) a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) employed by, or providing services to (or receiving compensatory equity awards from a parent entity of), a subsidiary, division or unit of any entity that engages in the Prohibited Activities so long as the Employee does not provide any services to such portion of the entity’s business that engages in the Prohibited Activities.

3. NONSOLICITATION; NONINTERFERENCE. During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (a) solicit, aid or induce any customer of the Company or any of its affiliates to purchase goods or services then sold by the Company or any of its affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer, unless the Employee is employed with such customer following the Employee’s termination of employment with the Company, (b) solicit, aid or induce any employee, representative or agent of the Company or any of its affiliates to leave such employment or retention or, in the case of employees, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any of its affiliates, or hire or retain any such employee, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, or (c) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its affiliates and any of their respective vendors, joint vendors or licensors. An employee, representative or agent shall be deemed covered by this Section 3 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 3 shall not be violated by (A) general advertising or solicitation not specifically targeted at Company or affiliate-related individuals or entities or (B) the Employee serving as a reference, upon request, with regard to entities with which the Employee is not associated.

4. INVENTIONS. (a) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (i) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the period of the Employee’s employment with the Company, or (ii) suggested by any

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work that the Employee performs in connection with the Company, either while performing the Employee’s duties with the Company or on the Employee’s own time, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon termination of employment, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the period of employment with the Company, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the period of employment with the Company, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to the Employee from the Company.

(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

5. RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones,

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wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Employee may retain the Employee’s rolodex and similar address books provided that such items only include contact information.

6. REASONABLENESS OF COVENANTS. In signing this Agreement, the Employee gives the Company assurance that the Employee has carefully read and considered all of the terms and conditions of this Agreement and the restraints imposed on the Employee’s conduct hereunder. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Employee’s obligations to that affiliate under this Agreement.

7. AFFILIATES. For purposes of this Agreement, any reference to an “affiliate” or “affiliates” shall only apply to Bain Capital Everest Manager Holding SCA (“Parent”) or any direct or indirectly controlled subsidiary of the Company or Parent.

8. REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

9. TOLLING. In the event of any violation of the provisions of this Agreement, the Employee acknowledges and agrees that the post-termination restrictions contained herein shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

10. SURVIVAL OF PROVISIONS. The obligations contained in this Agreement shall survive the termination of the Employee’s employment with the Company and shall be fully enforceable thereafter.

11. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other

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equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security.

12. SEVERABILITY. To the extent that any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

13. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall give the Employee any right to continued employment with the Company or any of its affiliates, or in any way limit the right of the Company to terminate the Employee’s employment at any time and for any reason (or no reason), with or without notice.

14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns. The Employee’s obligations under this Agreement shall not be assignable by the Employee.

15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

16. GOVERNING LAW; JURISDICTION. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Employee’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Employee or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EMPLOYEE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EMPLOYEE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner

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permitted by the laws of the State of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement by the Company and the Employee with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by the Employee and the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this      day of September, 2010.

BAIN CAPITAL EVEREST US HOLDING, INC.
By:	/s/ Steve Zide

Print Name: Steve Zide

Print Title:

EMPLOYEE

/s/ Marco Levi

Signature

Print Name: MARCO LEVI

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EX-10.6

Exhibit 10.6

AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND

SECURITYHOLDER’S AGREEMENT

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.

RECITALS

WHEREAS the Commandité, the Company, the Bain Investors and the Executive entered into an executive subscription and securityholder’s agreement on [            ] (the “Original Agreement”) which provided for certain rights and obligations of the parties thereto with respect to the Securities issued thereunder; and

WHEREAS in connection with the recapitalization of the Company and its Group (the “Recapitalization”) and the redemption of the Class A Ordinary Shares and the Class G Ordinary Shares to be effected on or around the date hereof (the “Redemption”), the parties to the Original Agreement hereby wish to amend and restate the provisions of the Original Agreement, such that this Agreement shall replace and supersede the Original Agreement in its entirety with effect from the date hereof.

AGREEMENT

Subject to the Recapitalization having occurred, this Agreement shall replace and supersede the Original Agreement in its entirety with effect from the date hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

“Acquisition Agreement” means the Sale and Purchase agreement dated 2 March 2010 entered into among The Dow Chemical Company, Styron LLC, Styron Holding B.V. and STY Acquisition Corp, as amended, restated or modified from time to time.

“Affiliate” means, with respect to any Person: (i) any other Person which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common control with, such Person; provided, however, that neither the Company nor any of its Controlled Affiliates shall be deemed an Affiliate of any Executive (and vice versa) and no Executive shall be deemed an Affiliate of any other Executive solely as a result of their relationship with respect to the Company; (ii) if such Person (or if such Person is acting as nominee, the Person or the beneficial owner of the relevant voting securities) is an investment fund, any other investment fund the primary investment advisor to which is, or is Controlled by, the primary investment

advisor to such Person or an Affiliate thereof; and (iii) if such Person is a natural Person, any Family Member of such natural Person.

“Approved Sale” shall have the meaning provided in Section 6(a).

“Articles” or “Articles of Association” means the Company’s Articles of Association as amended from time to time which shall include the Form of Share Terms attached hereto as Exhibit A.

“Bain Inflows” means, without duplication, as of any measurement date, all net cash proceeds (excluding fees and expense reimbursements) received by the Bain Investors (either directly or indirectly) with respect to or in exchange for the Bain Securities (whether such payments are received from the Company or any third party) from the issuance date thereof through such measurement date and shall, for the purposes of Section 2(f), be deemed to include:

(a) in the case of a Change in Control, any Bain Securities not transferred pursuant to such Change in Control, the value of which shall be the price per security based on the amount that the holders of Bain Securities would be entitled to receive, following a hypothetical liquidating distribution of the Company, where the aggregate proceeds to be distributed equal the after-tax net proceeds following a hypothetical sale of all the assets of the Company at the Change in Control value;

(b) in the case of a Public Offering of the Company or Newco, any Equity Securities (or equity securities of Newco, where applicable) retained by the Bain Investors, the value of which shall be their Implicit Pre-IPO Value; and

(c) in the case of a Public Offering of a Subsidiary of the Company, any amount that the holders of Bain Securities would be entitled to receive, following a hypothetical liquidating distribution of the Company, where the aggregate proceeds to be distributed equal the after-tax net proceeds following a hypothetical sale of all the assets of the Company at the Public Offering value.

“Bain Outflows” means, without duplication, as of any measurement date, all cash payments made (either directly or indirectly) by the Bain Investors (on a cumulative basis) with respect to or in exchange for the Bain Securities (whether such payments are made to the Company or any third party).

“Bain Investor” means each of the parties set forth on the Schedule of Bain Investors, any of their Affiliates to whom any interest in the Company has been assigned or transferred and any of their Affiliates that subscribe for any interest in the Company.

“Bain Investor Sale Notice” shall have the meaning provided in Section 5(a).

“Bain Securities” means (i) the securities issued by the Company to the Bain Investors, (ii) any other Equity Securities of the Company held by the Bain Investors, and (iii) any securities issued or issuable directly or indirectly with respect to the securities referred to in (i) or (ii) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a recapitalization or exchange,

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notwithstanding any subsequent Transfer or assignment of the securities referred to in (i) through (iii) above to any independent third party or an Affiliate of a Bain Investor.

“Board” means the board of directors of the Commandité, as constituted from time to time.

“Business” means such of the business, assets and shares of certain companies comprising the Styron group which are the subject of the acquisitions under the Acquisition Agreement.

“Business Day” means any day (other than a Saturday or Sunday or legal holiday) on which banks in New York, USA, London, England and the Grand Duchy of Luxembourg are open for business.

“Call Option” shall have the meaning provided in Section 8(b)(iv).

“Call Option Exercise Notice” shall have the meaning provided in Section 8(b)(iv).

“Call Option Exercise Period” shall have the meaning provided in Section 8(b)(iv).

“Calling Person” means any Person that exercises its right to purchase Executive Securities pursuant to the Call Option.

“Catch up Amount” an amount in cash and/or securities equal to the amount that an Executive would have been entitled to receive in respect of any distribution by the Company in connection with his Incentive Securities (including the Performance Vesting G Shares) which are not Vested Securities, had such Incentive Securities (including the Performance Vesting G Shares) been Vested Securities on the date of such distribution, plus any interest on such amount actually earned by the Company (if cash), it being agreed that the Company shall not be required to invest any Catch up Amount.

“Cause” shall have the meaning provided in the Employment Agreement; provided, however, clauses (v) and (viii) of the definition set forth below shall be included in such definition of Cause. If the Executive is not party to an Employment Agreement or if such term is not defined in the Employment Agreement, Cause shall mean (i) the Executive’s commission of fraud or material misappropriation with respect to the business or assets of the Company or any of its Subsidiaries, (ii) the Executive’s commission of a felony or crime involving moral turpitude, commission of any other act or omission involving material dishonesty or fraud, or commission of any act that constitutes a breach of the policies of the Company or any of its Subsidiaries prohibiting conduct of a degree of seriousness similar in nature to the foregoing (i.e., discrimination, harassment, substance abuse, etc.), (iii) the Executive’s continued failure to accept and cooperate with actions and initiatives assigned to the Executive by the Company or any of its Subsidiaries (iv) the Executive’s gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, (v) the Executive’s failure, after a written request from the Company, to reasonably cooperate (which expression shall not, for the avoidance of doubt, require the Executive to execute an employment agreement or give any restrictive covenant undertakings with a greater length or scope than the Executive Securityholder is otherwise subject to) and assist in connection with an Exit or liquidity event in whichever form (e.g. an initial public offering, secondary buy-out, trade sale or refinancing of the Company), (vi) the Executive’s failure to comply with the terms of any confidentiality/non-disclosure agreement by

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which the Executive is bound, (vii) the Executive’s entry into or continuation of discussions or negotiations with any third party, either directly or through advisors, with respect to the Business, or the Executive’s employment in relation thereto, without the prior written consent of the Company, (viii) (A) subject to paragraph (B), any material breach of, or material non-compliance with, any material provisions of any subscription or securityholder’s agreements to which the Executive is a party, which to the extent curable, is not cured within 15 days or (B) any wilful breach of, or wilful non-compliance with, any material provisions of any subscription or securityholder’s agreements to which the Executive is a party, (ix) the Executive’s material breach of the Employment Agreement, or (x) the Executive’s breach of any non-competition agreements or other restrictive covenants relating to the Company, its Subsidiaries or the Business, by which the Executive is bound.

“Change in Control” means (i) any transaction (or series of related transactions) which results in the Bain Investors collectively owning securities representing less than 50% of the total voting power and economic interest in the Company, (ii) any transaction (or series of related transactions) which results in an independent third party acquiring securities which represent more than 50% of the total voting power and economic interest in the Company, or (iii) a sale or disposition of more than 50% of the assets of the Company and its subsidiaries on a consolidated basis; provided that, in the case of clauses (i) and (ii) above, such transactions shall only constitute a Change in Control if they result in the Bain Investors ceasing to have the power (whether by ownership of voting securities, contractual right, or otherwise) collectively to elect a majority of the Board or otherwise control the Company.

“Class A Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class A Ordinary Shares in accordance with the Articles of Association.

“Class B Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class B Ordinary Shares in accordance with the Articles of Association.

“Class C Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class C Ordinary Shares in accordance with the Articles of Association.

“Class D Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class D Ordinary Shares in accordance with the Articles of Association.

“Class E Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class E Ordinary Shares in accordance with the Articles of Association.

“Class F Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class F Ordinary Shares in accordance with the Articles of Association.

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“Class G Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class G Ordinary Shares in accordance with the Articles of Association.

“Class H Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class H Ordinary Shares in accordance with the Articles of Association.

“Class I Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class I Ordinary Shares in accordance with the Articles of Association.

“Class J Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class J Ordinary Shares in accordance with the Articles of Association.

“Class K Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class K Ordinary Shares in accordance with the Articles of Association.

“Class L Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class L Ordinary Shares in accordance with the Articles of Association.

“Closing” means the completion of the acquisition contemplated in the Acquisition Agreement which took place on 17 June 2010.

“Co-Invest Securities” means collectively, (i) the Class A Ordinary Shares, the Class B Ordinary Shares, the Class C Ordinary Shares, the Class D Ordinary Shares, the Class E Ordinary Shares, the Class F Ordinary Shares, held by or issued to the Executive pursuant to this Agreement and (ii) any Securities issued or issuable directly or indirectly with respect to the securities referred to in (i) above, by way of conversion or exchange.

“Commandité” shall have the meaning provided in the preamble.

“Company” shall have the meaning provided in the preamble.

“Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” and “under common control with”) shall mean in respect of a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Deed of Adherence” means a deed of adherence pursuant to which the party thereto agrees to be bound by the terms of this Agreement in the form set out in Exhibit C or in such other form as is approved by the Commandité.

“Disability” shall have the meaning provided in the Employment Agreement. If the Executive is not party to an Employment Agreement or if such term is not defined in the Employment

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Agreement, Disability shall mean the Executive’s incapacity due to physical or mental illness, which incapacity makes him eligible to receive long term disability benefits under the applicable benefit plans of the Company or its Subsidiaries.

“Employment Agreement” shall mean any effective employment agreement entered into by the Executive and a direct or indirect subsidiary of the Company, as amended, restated or modified from time to time.

“Equity Securities” shall mean (i) any Securities that entitle the holder thereof to receive unlimited dividends and/or to participate in the surplus assets of the Company on a liquidation or (ii) any option or right that is exchangeable or exercisable or convertible into the Securities referred to in (i) above.

“Executive Securityholder” means (i) the Executive, (ii) any assignee or transferee of any interest in the Company directly from the Executive and (iii) any other Person who becomes a holder of Executive Securities in a manner contemplated by this Agreement and becomes a party hereto by executing a Deed of Adherence in accordance with Section 4(f).

“Executive Securities” means (i) the Securities issued to the Executive pursuant to this Agreement, (ii) any other Securities held by any Executive, and (iii) any Securities issued or issuable directly or indirectly with respect to the Securities referred to in (i) or (ii) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a recapitalization or exchange. Such securities shall continue to be Executive Securities in the hands of any holder (except for the Company and the Bain Investors), and except as otherwise provided herein, each such other holder of Executive Securities shall succeed to all rights and obligations attributable to the Executive as a holder of Executive Securities hereunder.

“Exit” means (i) any transaction which results in the Bain Investors collectively owning securities representing less than 10% of the total voting power and economic interest in the Company, (ii) any transaction which results in an independent third party acquiring securities which represent 90% of the total voting power and economic interest in the Company, and (iii) a sale or disposition of more than 90% of the assets of the Company and its subsidiaries on a consolidated basis; provided that, in the case of clauses (i) and (ii) above, such transactions shall only constitute an Exit if they result in the Bain Investors ceasing to have the power (whether by ownership of voting securities, contractual right, or otherwise) collectively to elect a majority of the board of directors of the Company.

“Exit Date” means the date on which an Exit occurs.

“Fair Market Value” means, with respect to any Security or Securities, the cash proceeds that the holder of the Security would be entitled to receive, following a hypothetical liquidating distribution of the Company, where the aggregate proceeds to be distributed equal the net proceeds following a hypothetical sale of all the assets of the Company at their market value, as determined in accordance with Section 9. Fair Market Value of securities shall be determined without discounts for lack of marketability or minority interest.

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“Family Member” means, with respect to any natural person, such person’s parents (whether natural or by adoption), spouse and descendents (whether natural or by adoption) and any trust, limited partnership or other entity solely for the benefit of that person and/or that person’s parents, spouse and or descendents.

“G Shares Performance Threshold” shall have the meaning set out in Section 2(g).

“Good Leaver” shall have the meaning provided in Section 2(e).

“Good Reason” shall have the meaning provided in the Employment Agreement. If the Executive is not party to an Employment Agreement or if such term is not defined in the Employment Agreement, Good Reason shall mean a significant reduction in the Executive’s base salary or wage rate or annual cash bonus opportunity; provided that to constitute Good Reason the Executive must provide notice within 30 days of the occurrence of such reduction, the Company or its applicable Subsidiary must fail to cure such reduction within 30 days of such notice and the Executive must terminate employment within 10 days of such failure to cure.

“Implicit Pre-IPO Value” shall:

(a) in the event that a primary offering of shares shall occur, be equal to (1) the Total Price to the Public divided by the percentage (stated as a decimal) that the number of shares of Newco Common sold pursuant to the Public Offering represents of the total number of shares of Newco Common to be outstanding immediately following the Public Offering, minus (2) the Primary Offering Proceeds; and

(b) in the event only a secondary sale of shares shall occur, be equal to (1) the total number of shares of Newco Common multiplied by (2) the Per Share Price.

For the purposes of this definition, “Primary Offering Proceeds” means the number of shares of Newco Common sold in the primary offering (which may be zero) in connection with the Public Offering, multiplied by the Per Share Price. “Per Share Price” means, in connection with any Public Offering, the price set out or that would be set out on the cover page of a prospectus for such Public Offering under the caption “Price to Public” (or any similar caption) and opposite the caption “Per Share” (or any similar caption), less the per share allocation of the underwriting discounts and commissions and expenses incurred by the Company in connection with the Public Offering. “Total Price to the Public” means the Per Share Price multiplied by the number of shares of Newco Common sold pursuant to the Public Offering.

“Incentive Securities” means collectively, (i) the Class G Ordinary Shares, the Class H Ordinary Shares, the Class I Ordinary Shares, the Class J Ordinary Shares, the Class K Ordinary Shares and the Class L Ordinary Shares issued to or held by the Executive and (ii) any Securities issued or issuable directly or indirectly with respect to the Securities referred to in (i) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a recapitalization or exchange, notwithstanding any subsequent transfer or assignment to other holders thereof.

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“Independent Third Party” means any Person who, immediately prior to the contemplated transaction, does not beneficially own any of the Company’s Ordinary Shares, who is not Controlling, Controlled by or under common Control with any Person who beneficially owns any of the Company’s Ordinary Shares and who is not the spouse or descendent (by birth or adoption) of any such Person or a trust for the benefit of such Person and/or such other Persons.

“Investment Agreement” means the Investor Subscription and Shareholder Agreement to be entered into on 17 June 2010 amongst the Company and the investors named therein, as amended, restated or modified from time to time.

“Investment Termination Date” means the date on which (i) the Bain Investors cease to hold any Bain Securities or (ii) all of the operating assets of the Company and its Subsidiaries have been sold to an Independent Third Party.

“Newco” shall have the meaning provided in Section 7(b)(i).

“Newco Common” shall have the meaning set out in Section 7(b)(i).

“Ordinary Shares” means as at the date hereof, collectively the Class A Ordinary Shares, the Class B Ordinary Shares, the Class C Ordinary Shares, the Class D Ordinary Shares, the Class E Ordinary Shares, the Class F Ordinary Shares, the Class G Ordinary Shares, the Class H Ordinary Shares, the Class I Ordinary Shares and the Class J Ordinary Shares, the Class K Ordinary Shares and the Class L Ordinary Shares, and any other ordinary shares of the Company created from time to time and designated as “Ordinary Shares” under the Articles of Association.

“Original Agreement” shall have the meaning set forth in the Recitals.

“Original Cost” means, with respect to any Security, the original subscription price paid to the Company by the original subscriber for such Security.

“Participating Securityholder” shall have the meaning provided in Section 5(b).

“Performance Threshold” shall have the meaning set out in Section 2(f).

“Performance Vesting G Shares” shall have the meaning provided in Section 2(g).

“Performance Vesting Incentive Securities” shall have the meaning provided in Section 2(d)(i).

“Permitted Transferee” shall have the meaning provided in Section 4(c).

“Person” means any natural person, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or government entity, or any department, agency or political subdivision thereof, or any other entity including without limitation any unincorporated organization, syndicate, or affiliated group.

“Post Termination Securities” means:

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(a) zero, if the Termination Date of the Executive occurs within the second anniversary of the Closing; or

(b) if the Termination Date of the Executive occurs after the second anniversary of the Closing, the number of Time Vesting Incentive Securities which at the time of termination of the Executive as a Good Leaver are unvested securities (if any), as is equal to the product of: (i) the number of Time Vesting Incentive Securities which would have become Vested Securities on the next regular Vesting date following the Executive’s Termination Date, had the Executive’s employment not been terminated and (ii) the number resulting from dividing (A) the number of full months elapsed between the last regular Vesting date preceding the Executive’s Termination Date and the Executive’s Termination Date and (B) 12;

“Power of Attorney” means the power of attorney substantially in the form set out in Exhibit D.

“Public Offering” means the first public offering and sale of the Equity Securities of the Company, a Newco or a Subsidiary to the public, pursuant to an effective registration or an effective listing or qualification on a securities market in accordance with applicable requirements (including the Securities Act, if applicable).

“Public Sale” means a Public Offering or any sale of Equity Securities of the Company, a Newco or a Subsidiary, as the case may be, through a broker, dealer or market maker pursuant to the securities regulations of the relevant jurisdiction(s), or, in connection with a merger with a publically traded company, any combination or exchange of Equity Securities for securities in the merged entity (provided the merged entity is a publically traded company).

“Redemption” shall have the meaning set forth in the Recitals.

“Registration Rights Agreement” means an agreement substantially in the form set out in Exhibit F.

“Relative” shall have the meaning provided in Section 3(f).

“Sale of the Company” means a bona fide, arm’s length transaction with an Independent Third Party or group of Independent Third Parties involving: (i) a sale of assets pursuant to which such Independent Third Party or group of Independent Third Parties acquire all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of the Investor Securities (as defined in the Investment Agreement) resulting in such Independent Third Party or group of Independent Third Parties acquiring more than 50% of the economic interest or the voting power in the Company or the power to elect a majority of the entire Board in one transaction or series of related transactions; (iii) a merger, consolidation or issuance which accomplishes one of the foregoing; or (iv) a similar transaction with a like economic effect.

“Securities” means (i) securities issued by the Company and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in (i) above, by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a capitalization or exchange, notwithstanding any subsequent

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Transfer or assignment to other holders thereof. For the avoidance of doubt, Securities shall include without limitation the Executive Securities and the Bain Securities.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Security Rights Ownership” when used with reference to any Person’s ownership of any securities of any entity, means ownership by the relevant Person of the economic and other legal rights attaching to the relevant securities of such entity, which for the avoidance of doubt shall include ownership of such rights directly through ownership of title to such securities or indirectly through one or more entities Controlled by the relevant Person; provided that, if the relevant Person does not own 100% of any Controlled intermediate holding vehicle, then his/her Security Rights Ownership in the relevant securities shall be proportionately reduced (i.e. if the relevant Person owns 80% of an intermediate vehicle that owns 90% of the relevant securities of a subsidiary entity, then the relevant Person’s Security Rights Ownership in the relevant securities of the subsidiary entity shall be deemed to be 72%).

“Securityholder” means, at any time, a holder of Securities at such time.

“Sellers” shall mean the sellers of the Business pursuant to the Acquisition Agreement.

“Subscription Price” has the meaning provided in Section 2(a).

“Subsidiary” or “Subsidiaries” means, with respect to any Person, any or all other Person(s) of which a majority of the total voting power of shares of stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of such Person’s other Subsidiaries or a combination thereof. For the purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or if such Person or Persons Control such entity.

“Supervisory Board” shall have the meaning provided in the Articles of Association.

“Termination” means the termination of the Executive’s employment with the Company and any of its Subsidiaries.

“Termination Date” shall mean the actual date of the Executive’s Termination.

“Termination Notice” shall have the meaning provided in Section 8(a).

“Time Vesting Incentive Securities” shall have the meaning provided in Section 2(d)(i).

“Transfer” shall have the meaning provided in Section 4(a).

“Transferring Securityholder” has the meaning set out in Section 5(a).

“Unvested Post-Termination Securities” shall have the meaning provided in Section 8(b)(ii).

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“Unvested Securities” means those Executives Securities which at any time are not Vested Securities.

“Vested Securities” shall mean (i) the Co-Invest Securities; and (ii) those Incentive Securities which at the relevant time have vested in accordance with this Agreement.

2. Execution, Subscription and Issuance of Executive Securities.

(a) Subscription and Settlement of the Executive Securities. Within four weeks of the execution of the Original Agreement, the Executive subscribed for the number of Executive Securities at the price per Security as set out in Exhibit B (the “Subscription Price”), subject to Section 2(b) below, the Company issued and allotted to the Executive, such number of Executive Securities. The Subscription Price for Class A Ordinary Shares, the Class B Ordinary Shares, the Class C Ordinary Shares, the Class D Ordinary Shares, the Class E Ordinary Shares and the Class F Ordinary Shares was the same price as that paid by The Dow Chemical Company (or an affiliate thereof) for the same classes of Ordinary Shares on or about the same time as the issuance to the Executive of such classes of Ordinary Shares pursuant to this Section 2.

(b) Conditions to Issuance of Executive Securities. The obligation of the Company to issue Executive Securities to the Executive was be subject to the following conditions:

(i) the representation and warranties set forth in Section 3 below had to be true and accurate in all material respects with respect to the Executive on the date of the Original Agreement and the date of subscription;

(ii) the Executive settling the aggregate Subscription Price for the Executive Securities as follows:

(A) in respect of the Co-Invest Securities and the Incentive Securities, the Executive had to pay to the Company in cash (in accordance with Section 2(c) below) the amount set forth in column 3 of Exhibit B opposite each class of such Securities; and

(B) the execution and delivery of the Power of Attorney.

(c) Subscription. Subject to the fulfillment of the conditions in Section 2(b) above, within four weeks of execution of the Original Agreement, the Executive delivered to the Company (i) the Subscription Price for the Incentive Securities by electronic transfer in immediately available funds, and (ii) duly executed subscription forms for the Executive Securities to be issued hereunder. Following receipt of the above, the Company effected a share capital increase and issued the relevant Executive Securities. Immediately following the issuance of the Executive Securities, the Company entered the Executive’s name or, if applicable, the name of his nominee or custodian, on the Company’s securityholder register as the holder of the number of Securities identified to the Executive by the Commandité pursuant to Section 2(a).

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(d) Vesting of Incentive Securities.

(i) Types of Vesting. Except as provided in Section 2(g), 50% of all the Incentive Securities issued to the Executive will be subject to time vesting in accordance with Section 2(e) (the “Time Vesting Incentive Securities”) and the remaining 50% of all the Incentive Securities issued to the Executive will performance vest in accordance with Section 2(f) (the “Performance Vesting Incentive Securities”).

(ii) Continuous Employment. Other than as stated in clause (i) of the final paragraph of Section 2(e) below with respect to Time Vesting Incentive Securities, the Time Vesting Incentive Securities and Performance Vesting Incentive Securities shall only time vest if the Executive remains in the continuous employment of the Company or any of its Subsidiaries between and including the date hereof and the applicable vesting date (as determined in accordance with Section 2(e) and/or Section 2(f) below).

(e) Time Vesting Incentive Securities. The Time Vesting Incentive Securities will vest and become Vested Securities as follows:

(i) 40% of each class will vest and become Vested Securities on the second anniversary of the Closing; and

(ii) 20% of each class will vest and become Vested Securities on each of the third, fourth and fifth anniversary of the Closing.

Notwithstanding the foregoing, (i) if the Executive’s Termination Date occurs after the second anniversary of the date of Closing due to (I) the Executive’s death or permanent Disability, (II) a Termination of the Executive by the Company or one of its Subsidiaries without Cause, or (III) the Executive’s voluntary resignation for Good Reason (each of (I), (II) and (III), a “Good Leaver”), the Post Termination Vested Securities shall vest and become Vested Securities on the Termination Date, and (ii) all Time Vesting Incentive Securities shall be deemed to be 100% vested upon a Change in Control (but excluding a Change in Control resulting from a Public Offering).

(f) Performance Vesting Incentive Securities. The Performance Vesting Incentive Securities will vest and become Vested Securities upon the full satisfaction of both time and performance vesting criteria. A Performance Vesting Incentive Security shall become a Vested Security if, and only if, it has both time vested and performance vested in accordance with this paragraph. The time vesting criteria shall be satisfied as follows: (i) 40% of each class of Performance Vesting Incentive Securities shall be time vested on the second anniversary of the Closing and (ii) 20% of each class of Performance Vesting Incentive Securities shall be time vested on each of the third, fourth and fifth anniversary of the Closing. In addition, 100% of the Performance Vesting Incentive Securities shall be time vested upon a Change in Control (but excluding a Change in Control resulting from a Public Offering). The performance vesting criteria shall be satisfied as follows: (i) 50% of each class of Performance Incentive Securities shall be performance vested if on a Change in Control or a Public Offering the Bain Inflows immediately following such Change in Control or Public Offering are at least two times (2x) the

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Bain Outflows and (ii) 50% of each class of Performance Incentive Securities shall be performance vested if on or after a Change in Control or a Public Offering the Bain Inflows immediately following such Change in Control or Public Offering are at least two and one-half times (2.5x) the Bain Outflows (the “Performance Thresholds”). A Performance Vesting Incentive Security shall not be performance vested unless and until (i) a Change in Control or a Public Offering occurs and (ii) the applicable Performance Threshold is achieved on a Change in Control or a Public Offering. Performance Vesting Incentive Securities (a) may not become Vested Securities after the earliest of (I) the Executive’s Termination Date, (II) a Change in Control (but excluding a Change in Control resulting from a Public Offering) and (b) may not performance vest after a Public Offering.

(g) Vesting of Class G Ordinary Shares. Notwithstanding the provisions of Sections 2(d), 2(e) and 2(f), and subject to the completion of the Recapitalization, (i) 75% of the Class G Ordinary Shares issued to the Executive shall vest immediately prior to the Redemption and (ii) 25% of the Class G Ordinary Shares issued to the Executive (the “Performance Vesting G Shares”) shall be performance vested if on or after a Change in Control or a Public Offering the Bain Inflows immediately following such Change in Control or Public Offering are at least two and one-half times (2.5x) the Bain Outflows (the “G Shares Performance Threshold”). A Performance Vesting G Share shall become a Vested Security if, and only if, it has both time vested and performance vested in accordance with this paragraph. The time vesting criteria shall be satisfied as follows: (i) 40% of the Performance Vesting G Shares shall be time vested on the second anniversary of the date of Closing and (ii) 20% of Performance Vesting G Shares shall be time vested on each of the third, fourth and fifth anniversary of the date of Closing. A Performance Vesting G Share shall not be performance vested unless and until (i) a Change in Control or a Public Offering occurs and (ii) the G Shares Performance Threshold is achieved on a Change in Control or a Public Offering. Performance Vesting G Shares (a) may not become Vested Securities after the earliest of (I) the Executive’s Termination Date and (II) the Investment Termination Date and (III) a Change in Control (but excluding a Change in Control resulting from a Public Offering) and (b) may not performance vest after a Public Offering. If the Executive’s Termination Date occurs before the earlier to occur of (i) a Change in Control and (ii) a Public Offering and (iii) the second anniversary of the date of Closing 100% of the Performance Vesting G Shares shall be forfeited and cancelled.

(h) Catch-up. No Executive Securityholder will be entitled to receive any amounts distributed in respect of his Incentive Securities (including by way of redemption or repurchase of securities) until such time as they have vested in accordance with this Agreement. In the event that the Company has made any distributions with respect to its Ordinary Shares prior to an Executive Securityholder’s (including by way of redemption or repurchase of securities):

(i) Time Vesting Incentive Securities becoming Vested Securities, if and when such Time Vesting Incentive Securities become Vested Securities, the Company shall pay to such Executive the Catch up Amount in respect thereof;

(ii) Performance Vesting Incentive Securities becoming Vested Securities, if and when such Performance Vesting Incentive Securities become Vested

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Securities in accordance with Section 2(f) above, the Company will pay to such Executive Securityholder the Catch up Amount in respect thereof; and

(iii) Performance Vesting G Shares becoming Vested Securities, if and when such Performance Vesting G Shares become Vested Securities in accordance with Section 2(g) above, the Company will pay to such Executive Securityholder the Catch up Amount in respect thereof;

provided that if the Catch up Amount includes securities, such securities will be subject to the transfer restrictions set out in this Agreement.

(i) Catch up Amount Account. The Company shall retain an amount equal to the aggregate Catch up Amount to which each Executive Securityholder is entitled pursuant to this Section 2 until such time as the Catch up Amount in respect of such Executive Securityholder’s Incentive Securities becomes payable in accordance with Section 2(h). Upon the Executive’s Termination Date or the Investment Termination Date, the portion of the Catch up Amount attributable to Unvested Securities shall be forfeited by the Executive Securityholders and retained by the Company. The Catch up Amount for all Executive Securityholders shall be retained in the same account.

3. Representations and Warranties. In connection with the subscription and issuance of Executive Securities (including those subscribed for pursuant to the Original Agreement), the Executive represents and warrants to the Company and the Bain Investors with respect to himself that:

(a) In connection with the subscription and issuance of any Executive Securities hereunder, this Agreement constitutes the legal, valid and binding obligation of the Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject.

(b) The Executive’s name and identity as represented herein are true and accurate and the subscription by the Executive of the Executive Securities and the execution, delivery and performance of this Agreement have been made freely and with the intent to enter into this Agreement by the Executive.

(c) The Executive is purchasing Executive Securities issued to him for such Executive’s own account or for that of a Permitted Transferee identified herein (and not on behalf of any other persons) with the present intention of holding such Securities for the purposes of investment and not with a view to, or intention of, distribution thereof in violation of any applicable securities laws and the Executive Securities shall not be disposed of in contravention of any applicable securities laws, and the Executive understands and acknowledges that, if applicable, United States federal and state securities laws shall govern and restrict his/her or its right to offer, sell or otherwise dispose of any Executive Securities unless such offer, sale or disposal is registered and qualified under the Securities Act and applicable United States state securities laws, and the Executive agrees that he/she shall not offer, sell or otherwise dispose of

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any Executive Securities in contravention of any applicable securities laws or in any manner which would require the Company to file any registration statement with the United States Securities and Exchange Commission (or any similar filing under state law) or to amend or supplement any such filing or to cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other United States state or federal law.

(d) The Executive is (i) a resident of the jurisdiction set forth next to the Executive’s name on the signature page hereto, (ii) to the extent the Executive is a US resident, purchasing the Executive Securities in “compensatory circumstances” within the meaning of Rule 701 of the Securities Act or an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act, (iii) sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Executive Securities, (iv) able to bear the risk of his investment in the Executive Securities for an indefinite period of time, and (v) aware that the transfer of the Executive Securities may not be possible because (A) such transfer is subject to contractual restrictions on transfer set forth in this Agreement, and (B) the Executive Securities have not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act and such applicable state securities laws or an exemption from such registration is available.

(e) The Executive (A) has not been convicted of any criminal offences (except road traffic offences not punishable by custodial sentence) and (B) has not been notified of any insolvency or criminal proceedings filed, pending or threatened against him/her.

(f) Neither the Executive, nor, to his knowledge, any of his/her direct relatives (parents, grandparents, spouse, siblings, children), as the case may be (each, a “Relative”) is a party to a contract with the Sellers or any person affiliated to any Seller, or has personal interests in connection with such contract.

(g) Except for the existing employment, business manager or consultancy agreements (including all amendments and supplements thereto), as applicable between the Executive and the Company or any of its direct or indirect Subsidiaries, there are no agreements between the Executive or, to his knowledge, a Relative or Related Person, as the case may be, on the one side and the Company or any of its direct or indirect Subsidiaries on the other side. Neither the Company nor any of its direct or indirect Subsidiaries has granted any security for the benefit of the Executive or a Relative or Related Person, as the case may be. There are no relationships between the Company or any of its direct or indirect Subsidiaries and a third party, in which any of the aforementioned Persons (to the Executive’s knowledge, in the case of Relatives and Related Persons) has personal interests beyond those in the ordinary course of business.

(h) The Executive is not currently engaged in, and does not currently intend to pursue, any business activities, other than the Business.

(i) Except as disclosed in writing to the Bain Investors prior to the date hereof, no agreement or other circumstance exists on the basis of which the Executive, to his knowledge, or a Relative or Related Person could claim or receive a payment or any other benefit in connection

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with the execution of this Agreement or the consummation of the acquisition that is the subject of the Acquisition Agreement.

(j) Neither the Executive nor, to his knowledge, any Relative or Related Person, as the case may be, is engaged in a business which conflicts with the Business, in particular:

(i) none of the aforementioned Persons are directly or indirectly active on behalf of a competing business enterprise not constituting the Business, nor do they have a capital interest in a competing enterprise, or in customers or suppliers that constitutes a material portion of such Persons’ current wealth, or reasonably foreseeable future wealth, such that a current conflict may exist; and

(ii) no agreement exists which would prevent the Executive from fulfilling his/her obligations under his/her employment or consultancy or business manager agreement with the Company or any of its direct or indirect subsidiaries.

4. Restrictions on Transfer of Executive Securities.

(a) General Restrictions on Transfer of Executive Securities. No Executive Securityholder shall sell, transfer, assign, pledge, hypothecate or otherwise dispose of, directly or indirectly, (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in such holder’s Executive Securities (a “Transfer”) without the prior written consent of the Commandité, except pursuant to (i) Section 4(c), (ii) Section 5 (Tag Along Rights), (iii) Section 6 (Drag Along Right); (iv) Section 8 (Right to Purchase the Executive Securities); or (v) the Registration Rights Agreement in respect of such Executive Securityholder Vested Securities, provided that in all circumstances described in (i) to (v) any the shareholder’s guidelines adopted by the Board and in force (as amended) from time to time are complied with on and after the Transfer.

(b) Indirect Transfer Restriction. No Executive Securityholder will, without the prior written consent of the Commandité: (i) in the case of any Executive Securityholder that is (x) a Permitted Transferee of the Executive, and (y) not a natural Person, permit the issuance of additional interests in itself or any of its Affiliates; and (ii) make any transfer of any indirect interest in any Executive Securities which, if made by the direct holder of such Executive Securities, would not be permitted by the terms of this Agreement.

(c) Permitted Transfers. Notwithstanding anything to the contrary in this Agreement, the restrictions on Transfer set forth in this Section 4 shall not apply with respect to any Transfer of Executive Securities by a holder of Executive Securities to Permitted Transferees after delivering written notice of such Permitted Transfer to the Commandité. For the purposes of this Agreement, “Permitted Transferees” shall mean holders of Executive Securities by way of a Transfer (i) pursuant to applicable laws of descent and distribution or (ii) among the Executive’s Family Members; provided that, the restrictions contained in this Section 4(c) will continue to be applicable to the Executive Securities after any such Transfer and any Executive Securities Transferred pursuant to this Section 4 shall be returned to the transferor promptly upon the transferee ceasing to be Family Member of the Executive Securityholder. The Company

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hereby undertakes to give effect to any Transfer of Executive Securities which is expressly permitted by, and transferred in accordance with, this Agreement.

(d) Transfer Procedures. Prior to transferring any Executive Securities (other than pursuant to Section 5 (Tag Along Rights), Section 6 (Drag Along Right), Section 8 (Right to Purchase the Executive Securities) or a Public Sale) to any Person (including, for the avoidance of doubt, a Permitted Transferee), the transferring Executive Securityholder shall cause the prospective transferee to be bound by this Agreement by executing and delivering to the Company a Deed of Adherence (in accordance with Section 4(f) below) and a Power of Attorney; provided that, such prospective transferee may not be required to make the representations and warranties set forth in Section 3 of this Agreement.

(e) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void and of no effect, and the Company shall not give effect to such Transfer nor record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such Executive Securities for any purpose.

(f) Execution of Deed of Adherence. In the event that any Person who is not a holder of Executive Securities on the date hereof and subsequently becomes a holder of Executive Securities through a Transfer in accordance with the terms of this Agreement, such Person shall execute and deliver a Deed of Adherence to the Company prior to such Transfer or issuance. Any Person who has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement as if such Person was an original party hereto in the capacity designed in the Deed of Adherence and this Agreement shall be interpreted accordingly. Nothing in this provision shall be construed as requiring any party to perform again any obligation or discharge again any liability already performed or discharged or entitle any party to receive again any benefit already enjoyed. The Company undertakes that no Person shall be registered as a holder of Securities unless such Person has executed and delivered to the Company, on its own behalf and on behalf of all the other parties to this Agreement, a Deed of Adherence agreeing to be bound by this Agreement.

(g) Termination of Restrictions. Except as otherwise provided in Section 4(a) above and only for so long as such restrictions may continue to apply in accordance with applicable law, the restrictions set forth in this Section 4 shall continue with respect to each Executive Security until the later of (i) the Exit Date and (ii) the date such Executive Security is listed for trading on a public securities exchange, subject to rights and obligations under the Registration Rights Agreement.

5. Tag Along Rights.

(a) Delivery of Investor Sale Notice. At least thirty (30) days prior to any Transfer or series of related Transfers of Bain Securities to a third party which results in the aggregate number of Securities held by the Bain Investors as at the date hereof being reduced by more than 20% (other than pursuant to (i) a Public Sale, (ii) any Transfer pursuant to the Registration Rights Agreement, or (iii) any Transfer to employees, consultants or advisors (or

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any entity formed for the benefit of any of the foregoing), under a management incentive plan, each Bain Investor making such Transfer or series of Transfers (the “Transferring Securityholder”) shall deliver a written notice (the “Bain Investor Sale Notice”) to the holders of Executive Securities, specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Transfer, including copies of any definitive agreements.

(b) Election to Participate. Any holder of Executive Securities may elect to participate (a “Participating Securityholder”) in the contemplated Transfer only with respect to his Vested Securities (“Vested Securities”) by, in each case, delivering written notice to the Transferring Securityholder within fifteen (15) days after delivery of the Bain Investor Sale Notice in accordance with Section 19. If any holders of Vested Securities have elected to participate in such Transfer, the Transferring Securityholder and such Participating Securityholders shall be entitled to sell in the contemplated Transfer as set out below.

(c) Pro Rata Participation. If any Executive Securityholder elects to participate in the contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Bain Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing the number of Bain Securities or Vested Securities (as applicable) held by such transferring Person by the aggregate number of Securities then issued and outstanding (but excluding all Unvested Securities); and (ii) the total number of Securities to be sold in the contemplated Transfer. The foregoing calculation shall be applied separately with respect to each type of Security. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Bain Securities proposed to be transferred by the Transferring Securityholder pursuant to the Bain Investor Sale Notice. Notwithstanding the foregoing, an Executive may elect to participate in such Transfer with respect to the Executive’s Co-Invest Securities, alone or with respect to the Co-Invest Security and the Incentive Securities that are Vested Securities.

(d) Consideration. The consideration per Security for any Transfer by each Participating Securityholder pursuant to this Section 5 shall be equal to the proceeds that the Participating Securityholder would have been entitled to receive in relation his Securities if the aggregate net proceeds received in the Transfer to which this Section 5 applied were to be paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles.

(e) Prospective Transferees. No Transferring Securityholder shall Transfer any of its Bain Securities to any prospective transferee described in Section 5(a) unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the Participating Securityholders the Vested Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Sections 5(b) to 5(d) (inclusive) above on terms and conditions no less favourable than those applying to the Transferring Securityholders; or (ii) if such prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such transfer, the Transferring Securityholder purchases (on terms and conditions no less favourable that those on which its own Securities are sold to the

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transferee) the number of Vested Securities from the Participating Securityholder which such Participating Securityholder would have been entitled to sell pursuant to Sections 5(b) to 5(d) (inclusive). If the prospective transferee fails to purchase Vested Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 and the Transferring Securityholder fails to purchase such Vested Securities from the Participating Securityholder, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject to the penalty provisions of Section 4(e).

(f) Actions. Each holder of Executive Securities transferring Securities pursuant to this Section 5 or Section 6 below shall:

(i) in such Person’s capacity as a Securityholder, be obligated (a) to provide reasonable representations and warranties, customary for Transfers of this kind, with respect to title to and ownership of such Person’s Executive Securities and such Person’s capacity to enter into and be bound by the Transfer agreement, (b) to provide the representations and warranties, if any, to be provided by the Transferring Securityholder with respect to the Company and its Subsidiaries and their business, (c) join on a pro rata basis (based on the amount of proceeds to be received) in any indemnification or other obligation that the Transferring Securityholder agrees to provide with respect to such representations and warranties and (d) take all other customary, necessary or desirable actions as reasonably requested by the Transferring Securityholder in connection with the Transfer; and

(ii) if such holder of Executive Securities shall be an Executive on the date of Transfer, in such Person’s capacity as an Executive provide such representations and warranties, in addition to any representations and warranties provided by the Transferring Securityholder, as may be requested by the transferees; provided that, such representations and warranties are (x) reasonable and customary, (y) consistent with current market practice at the time of the Transfer for transactions of that kind and (z) shall, at a minimum, include the representations and warranties provided in Section 3 above.

(g) Costs. All costs incurred by an Executive Securityholder in connection with a Transfer of his Executive Securities pursuant to this Section 5 which are not costs incurred for the benefit of all of the holders of the Securities being sold pursuant to such Transfer shall be borne solely by such Executive Securityholder. In addition, such Executive Securityholder will bear (out of the proceeds of the Transfer of his Executive Securities) his pro rata share (based on the amount of consideration received by him/it pursuant to this Section 5) of the costs of sale of such Executive Securityholder’s Executive Securities to the extent that such costs are incurred for the benefit of all of the holders of the Securities being sold pursuant to such Transfer.

(h) Termination. The rights granted pursuant to this Section 5 shall terminate upon the termination of the restrictions on Transfer, as set forth in Section 4(g).

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6. Drag Along Right.

(a) Approved Sale. If at any time the Bain Investors or the Board decide to effect a Sale of the Company (an “Approved Sale”), the Bain Investors or the Board may deliver a written notice (an “Approved Sale Notice”) with respect to such proposed Approved Sale at least 10 Business Days prior to the anticipated closing date of such Approved Sale to each Executive Securityholder with the material details of the transaction. In connection with an Approved Sale, each Executive Securityholder shall (i) raise no objections against, such sale or the process pursuant to which such sale was arranged; (ii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; (iii) vote for and consent to any such Approved Sale; and (iv) upon request from the Board or the Bain Investors, transfer a proportionate number of such Executive’s Executive Securities or rights to acquire Securities on the terms and conditions approved by the Board for all Securities that are the subject of the Approved Sale. Each Executive Securityholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Bain Investors and the Board. If the Bain Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).

(b) Distributions upon an Approved Sale. In the event of an Approved Sale, each Executive Securityholder who has been sent an Approved Sale Notice shall receive in exchange for each Vested Security transferred, the price per Vested Security that the Executive would have been entitled to receive in relation his Vested Securities if the aggregate net proceeds received in the Transfer to which this Section 6 applied were to be paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles. To the extent any Vested Incentive Securities of the Executive Securityholder have been transferred as a result of the Executive Securityholder having received an Approved Sale Notice (the “Dragged Vested Incentive Securities”), the Executive Securityholder will be entitled to receive on any subsequent sale of Bain Securities any amounts that he would have received had (i) he been holding his Dragged Vested Incentive Securities at the time of any such subsequent sale and (ii) the aggregate net proceeds received in the subsequent sales been paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles. Notwithstanding anything to the contrary contained in this Section 6, any proceeds received in respect of unvested Incentive Securities pursuant to this Section 6 shall be placed by the Company Group in a reserve account. Upon any Incentive Securities becoming Vested Securities, the Company Group shall pay to each applicable Executive Securityholder the proceeds in respect of his Incentive Securities that are then Vested Securities (if any). Any proceeds held in respect of unvested Incentive Securities shall be forfeited by the Executive Securityholder and paid to the Company Group on the earlier of the Executive’s Termination Date and the Investment Termination Date.

(c) Costs. Each Executive Securityholder who sells Executive Securities pursuant to this Section 6 will bear (out of the proceeds of sale of his Executive Securities) his pro rata share (based on the amount of consideration received by such Executive Securityholder pursuant to such Approved Sale) of the costs of sale of such Executive Securities to the extent that such costs are incurred for the benefit of all of the holders of the Securities being sold pursuant to such Approved Sale.

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(d) All Executives Securityholders who sell Executive Securities pursuant to this Section 6 shall provide the same indemnities, representations and warranties and shall take all actions required under Section 5(f).

(e) Termination. The provisions of this Section 6 shall terminate upon the termination of the restrictions on Transfer set forth in Section 4(a).

7. Public Offering.

(a) By the Company. If at any time the Board approves a Public Offering, each holder of Executive Securities (in his/her capacity as a Securityholder) shall vote for and consent to (to the extent it has any voting or consent right) and raise no objections against such Public Offering and each holder of Executive Securities shall take all reasonable actions in connection with the consummation of such Public Offering as requested by the Board and consistent with current market practice at the time of such Public Offering (including, without limitation, those actions described in Section 7(c) below but excluding, for the avoidance of doubt, any obligation for any Executive Securityholder to execute an employment agreement or give any restrictive covenant undertakings with a greater length or scope than the Executive Securityholder is otherwise subject to).

(b) Reorganization. In connection with any Public Offering subject to this Section 7, each holder of Executive Securities shall agree to effectuate such Public Offering as follows:

(i) If the public company vehicle (“Newco”) is to be a Luxembourg entity, the Company shall be converted into a société anonyme (public company with limited liability or S.A.) under the laws of the Grand Duchy of Luxembourg, and the shares held by the holders will be reclassified as described below into the securities of Newco to be offered in such Public Offering (the “Newco Common”); or

(ii) If the Board and the managing underwriters agree that it will be more beneficial to either the Bain Investors or the Public Offering to effect the Public Offering using a Newco or a Subsidiary organized under the laws of a jurisdiction other than Luxembourg, the Company shall form or, if applicable, reorganize or recapitalize such entity, and the holders of Executive Securities shall, if requested by the Board, contribute all of their Securities to such Newco or Subsidiary in exchange for common stock in Newco or the relevant Subsidiary.

The Newco Common issued to the holders of Executive Securities shall be allocated among such holders so that, immediately after such exchange, each such holder of Executive Securities holds Newco Common having an aggregate value (based on the Public Offering price to the public) equal to the amount which such holder of the Executive Securities would have received if, immediately prior to such exchange, the Company had distributed to the Securityholders an aggregate amount equal to the Implicit Pre-IPO Value of the Newco Common in a complete liquidation immediately prior to such exchange. Shares of Newco Common shall be allocated among such holders as determined by the rights and preferences set out in the Articles of Association.

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(c) Cooperation. Subject to the terms and conditions of this Section 7, the Company and each holder of Executive Securities in such Person’s capacity as such, agrees that it shall assist and cooperate with the other holders of Securities and the Board in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, any Public Offering and shall otherwise act in a manner conducive to maximizing the aggregate offering proceeds. Each holder of Executive Securities agrees that if he/she is an Executive on the date of the Public Offering, such Person shall, in his/her capacity as an Executive, provide such representations and warranties as may be reasonably requested by the underwriters, in addition to any representations and warranties provided by him/her in such Person’s capacity as a Securityholder; provided that such representations and warranties shall be (x) reasonable and customary and (y) consistent with current market practice at the time of the Public Offering. Subject to the terms and conditions of this Section 7, Newco, the Company and its Subsidiaries and each holder of Executive Securities agrees that it shall not take any actions inconsistent with the procedures set out in this Section 7 or that would otherwise undermine the process for a Public Offering undertaken in accordance with this Section 7. The parties agree that they may carry out or change the form of the reorganization contemplated in Section 7(b) so as to maximize the aggregate tax efficiencies associated with such reorganization, taking into account the tax position of all the Securityholders; provided that, notwithstanding the foregoing and for the avoidance of doubt, any such reorganization may negatively affect the tax position of individual Securityholders. Furthermore, the parties agree that, in the event that any prospective Public Offering is not consummated, and the Board shall so elect, they will assist and cooperate with the other holders of Securities and the Board in doing all things necessary to reverse as expeditiously as reasonably practicable any reorganization of the Company and its Subsidiaries and, to the extent reasonably practicable, to return the Company and Subsidiaries to their corporate forms and capitalization prior to any reorganization or recapitalization.

(d) Waiver. Without limiting the generality of the foregoing, each holder of Executive Securities hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with any recapitalization, reorganization and/or exchange pursuant to this Section 7.

(e) Registration Rights. In the event that the Bain Investors become entitled to any registration rights in connection with any Public Sale, the Executive Securityholders shall, solely with respect to their Vested Securities and only to the extent consistent with applicable law, have the right to participate in such Public Sale on a pro rata basis with the Bain Investors participating therein (the Executive “Participating Percentage”), subject to reasonable cutbacks determined by the managing underwriters and the Registration Rights Agreement, provided that, to the extent an Executive Securityholder did not have enough Vested Securities to be able to sell his full Participating Percentage at the time of the original sale, such Executive shall (subject to reasonable cutbacks determined by the managing underwriter) be entitled to participate on the next secondary offering also with such number of Vested Securities equal to the difference between the Executive’s Participating Percentage and the number of Vested Securities sold by such Executive in the original sale (including any Vested Shares that were cutback from the original sale as determined by the managing underwriters). Each Executive Securityholder who elects to participate in a Public Sale pursuant to this Section 7(e) shall enter into a Registration Rights Agreement.

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8. Right to Purchase the Executive Securities

(a) Call Option - Non-Achievement of Performance Threshold. In the event that the Performance Vesting Incentive Securities and/or the Performance Vesting G Shares do not become Vested Securities as a result of the Performance Threshold or the G Shares Performance Threshold not being achieved by the Investment Termination Date, such Performance Vesting Incentive Securities and/or Performance Vesting G Shares may be purchased by the Company or the Bain Investors or such other Person as the Bain Investors may identify, at the lower of Fair Market Value and their Original Cost in accordance with the procedure set forth in Section 8(b)(iv).

(b) Call Option. In the event of an Executive ceases to be employed by the Company or any of its Subsidiaries, the Executive Securities then held by the Executive (or his Permitted Transferees, as applicable) may be purchased by the Company or the Bain Investors or such other Person as the Bain Investors may identify, in accordance with the procedure set forth in Section 8(b)(iv) (the “Call Option”).

(i) Co-Invest Securities. Subject to the provisions governing a Covenant Breach, at any time within the six month period following the Executive’s Termination Date, the Company or the Bain Investors, as applicable, may purchase for cash (or cash equivalents) all or any portion of the Co-Invest Securities at Fair Market Value.

(ii) Good Leaver. If the Executive’s Termination is the result of (A) the Executive’s Termination by the Company and its Subsidiaries without Cause, (B) the Executive’s death or Disability, (C) the Executive’s Termination for Good Reason or (D) the Executive’s Termination without Good Reason after the third anniversary of the Closing, the Company or the Bain Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and the portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 8(iv).

(iii) Bad Leaver. If (i) the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries for Cause or the Executive’s Termination without Good Reason on or prior to the third anniversary of the Closing, or (ii) the Executive materially breaches any of the covenants included in Exhibit E and does not cure such breach within 15 days of written notice from the Company or the Company becomes aware of the Executive’s Executive wilful breach of any of the covenants included in Exhibit E (a “Covenant Breach”) then on or after the Executive’s Termination Date in the case of clause (i) or on or after the Covenant Breach in the case of clause (ii), the Company or the Bain Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below and, for the avoidance of doubt, the portion (if any) of the balance of the special reserve account attributable to the Executive’s vested Incentive

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Securities (and any vested Incentive Securities of any Permitted Transferee thereof) shall be forfeited and paid to the Company.

(iv) Call Option Exercise Procedures. At the Board’s discretion the Company or the Bain Investors or such other Person as the Bain Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Executive Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the Bain Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Executive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) in the case of unvested Performance Vesting Incentive Securities, within 180 days of the Investment Termination Date or (iii) within 180 days of a Covenant Breach (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the Bain Investors. The Call Option Exercise Notice will set forth the amount of such Executive Securities to be acquired, the aggregate consideration to be paid for such Executive Securities, the Board’s determination of Fair Market Value in accordance with Section 9(a) (if any Executive Securities are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Executive Securities is held by Permitted Transferees, the Company or the Bain Investors, as applicable, shall purchase the Executive Securities from such holder(s) pro rata according to the number of Executive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).

(v) Assignment Rights. If the Company or the Bain Investors (or their assignees) shall have elected to exercise its Call Option to purchase Executive Securities, then at any time prior to the closing of such transaction, the Company or the Bain Investors (or their assignees) may resell such of the Executive Securities as have been purchased to any employee of the Company or its subsidiaries in such amount(s) as the Board shall determine in its full discretion and the relevant employee shall have agreed to purchase. Such offer shall be effective with respect to all or any portion of the Call Option.

(vi) Closing. The closing of the transactions contemplated by Section 8(b) will take place on the date designated by the Company or the Bain Investors and in any event no later than the end of the applicable Call Option Exercise Period. The Bain Investors and/or the Company, as the case may be, will pay for the Executive Securities to be purchased pursuant to the Call Option by (i) wire transfer of immediately available funds to the holder of such Executive Securities, in the aggregate amount equal to the purchase price for such Executive Securities, (ii) in the case of an Executive Securityholder’s Incentive Securities only, issuing a subordinated promissory note payable at Exit in the aggregate amount equal to the purchase price of such Executive Securities or (iii) offsetting, to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended, any then existing documented bona fide monetary debts owed by such Executive to the Company or its subsidiaries. The Bain Investors and/or the Company, as the case may be, shall receive from each seller regarding the sale

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of the Executive Securities to the relevant purchaser, representations and warranties that such seller has good and marketable title to the Executive Securities to be transferred, free and clear of all liens, claims and other encumbrances and that such seller can validly enter into and be bound by the agreement of sale together with such other representations and warranties as may be reasonable and customary at the time of sale. If the Company purchases any Executive Securities subject to the Call Option, the Executive Securities so acquired shall be redeemed in accordance with the provisions of Article 49-8 of the law of 10 August 1915 on commercial companies, as amended.

(vii) Termination of Repurchase Right. The Call Option, and the associated rights of the Calling Person to purchase Executive Securities pursuant to Section 8(b) shall terminate upon the date specified in Section 4(g).

9. Fair Market Value.

(a) The Fair Market Value of Executive Securities subject to the Call Right shall be determined by the Board in its good faith discretion and, to the extent any Executive Securities are to be purchased for a price equal to Fair Market Value, included in the Call Option Exercise Notice.

(b) Fair Market Value shall be determined as at the Executive’s Termination Date.

10. Restricted Securities Legend. The Executive Securities have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. Any certificate evidencing Executive Securities and any certificate issued in exchange for or upon the Transfer of any Executive Securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS OR AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON WHO IS A NATIONAL, CITIZEN OR RESIDENT THEREOF OR PERSON NORMALLY RESIDENT THEREIN OR TO ANY PERSON PURCHASING FOR RESALE TO ANY SUCH PERSON IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENTS, AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN SECURITYHOLDERS OF THE COMPANY AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE

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DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. COPIES OF THE EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENTS ARE ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE SECURITIES MAY NOT BE PUBLICLY OFFERED PURSUANT TO THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG.”

The Company shall imprint such legend on certificates evidencing Executive Securities. The legend set forth above shall be removed from the certificates evidencing any Securities of the Company which cease to be Executive Securities in accordance with the definition thereof.

11. 83(b) Election. The Executive will make an election pursuant to Section 83(b) of the U.S. Internal Revenue Code in respect of the Incentive Securities within 30 days following the issuance thereof to the Executive. The Incentive Securities are intended to constitute, and shall be treated for all purposes, as “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 and any other official guidance promulgated thereafter.

12. Amendment and Waiver. Subject to Section 13, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company, holders of a majority of the Executive Securities and holders of a majority of the Bain Securities, provided that no amendment of this Agreement shall be made which materially adversely affects the interests of any Executive Securityholder without such Executive Securityholder’s written consent. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The provisions of this Section 12 shall remain unaffected by any amendment, modification or waiver of this Agreement.

13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14. Restrictive Covenants. As consideration for the opportunity to subscribe for, and purchase, the Executive Securities, the Executive agrees that he shall comply with, and be bound by, the terms and conditions of Exhibit E hereto.

15. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement and the documents referred to herein embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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16. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Commandité and their respective permitted successors and assigns, the holders of Executive Securities and the respective permitted successors and assigns of each of them, so long as they hold Executive Securities, and the holders of Bain Securities and the respective permitted successors and assigns of each of them, so long as they hold Bain Securities.

17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

18. Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company, the Commandité, any holder of Executive Securities and any holder of Bain Securities may in its, his/her sole discretion apply for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

19. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been received (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company, the Bain Investors or any Executive, as applicable, at the address indicated below or to any other holder of Executive Securities subject to this Agreement, at such address, as indicated by the Company’s records, or, in each case, at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

If to the Company or the Commandité:
Bain Capital Partners, LLC
590 Madison Avenue, 42nd Floor
New York, NY 10022
Facsimile:	(212) 421-2225
Attention:	Stephen M. Zide

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With a copy (which shall not constitute notice hereunder) to:
Address:	Kirkland & Ellis LLP
	601 Lexington Avenue
	New York, NY 10022
	United States
Telephone:	+1 212-446-4800
Facsimile:	+1 212-446-4900
Attention:	Eunu Chun
If to the Bain Investors:
Bain Capital Partners, LLC
590 Madison Avenue, 42nd Floor
New York, NY 10022
Facsimile:	(212) 421-2225
Attention:	Stephen M. Zide
With a copy (which shall not constitute notice hereunder) to:
Address:	Kirkland & Ellis LLP
	601 Lexington Avenue
	New York, NY 10022
	United States
Telephone:	+1 212-446-4800
Facsimile:	+1 212-446-4900
Attention:	Eunu Chun
If to the Executive:
Address:
If to an Executive Securityholder other than the Executive:
At the address provided to the Company by the Executive Securityholder.

20. Confidentiality. Each Executive Securityholder undertakes to the Company and the Bain Investors that, for as long as he/she is the holder of Executive Securities, he/she shall not, and shall use his/her commercially reasonable efforts to procure that his/her Permitted Transferees and Affiliates shall not, disclose to any person, firm or corporation (other than his/her advisors, Family Members and, with regard only to any information relating to employment restrictive covenants, any potential future employer) the existence or contents of this Agreement and/or any related discussions or documentation dealing with the equity investment of the Executive Securityholder in the Company, unless required to do so by law or by the regulations of any relevant stock exchange or following the prior written consent of the Company or the Bain Investors (as the case may be).

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21. Dispute Resolution. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of Deleware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 19 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of Delaware. Each party shall be responsible for its own legal fess incurred in connection with any dispute hereunder.

22. Joinder. The Executive Securityholder, upon the request of the Board, will execute and deliver either a counterpart or a joinder to any applicable securityholders agreement and/or any other agreements governing the terms of the equity interests in the Company; provided that no such agreement may provide the Executive Securityholder with less favorable rights in any manner than those described in this Agreement, or impose significant restrictions in addition to those described in this Agreement on the Executive Securityholder ‘s right to acquire, hold and dispose of the equity interests represented by the Executive Securities.

23. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware. The courts of the State of Delaware have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its formation (including non-contractual disputes or claims).

24. Supremacy. In the event of any conflict between this Agreement and the Articles of Association or any business manager agreement entered into between the Executive and the Company or any of its Subsidiaries, the provisions of this Agreement shall prevail and the parties shall procure that the Articles of Association or business manager agreement (as the case may be) shall be amended to such extent as may be necessary in order to remove such conflict and subject to applicable law.

25. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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26. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

27. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. As the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

*    *    *    *    *

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IN WITNESS WHEREOF, this Executive Subscription and Securityholder’s Agreement has been executed as of the date first written above.

BAIN CAPITAL EVEREST MANAGER HOLDING SCA by its General Partner, BAIN CAPITAL EVEREST MANAGER S.À R.L.
By:
	Ailbhe Jennings
	Manager
By:
	Michel Plantevin
	Manager
BAIN CAPITAL EVEREST MANAGER S.À R.L.
By:
	Ailbhe Jennings
	Manager
By:
	Michel Plantevin
	Manager

[Signature Page to the Executive Subscription and Securityholder’s Agreement]

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IN WITNESS WHEREOF, this Executive Subscription and Securityholder’s Agreement has been executed as of the date first written above.

Bain Capital Fund X, L.P.

Represented by Bain Capital Partners X, L.P., acting as General partner

Itself represented by Bain Capital Investors, LLC, acting as general partner

Name:

Title:

Bain Capital Europe Fund III, L.P.

Represented by Bain Capital Partners Europe III, L.P.

Itself represented by Bain Capital Investors, LLC

Name:

Title:

BCIP Associates IV, L.P.

Represented by Bain Capital Investors, LLC, acting as general partner

Name:

Title:

[Signature Page to the Executive Subscription and Securityholder’s Agreement]

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BCIP Trust Associates IV-B, L.P.

Represented by Bain Capital Investors, LLC, acting as general partner

Name:

Title:

BCIP Trust Associates IV, L.P.

Represented by Bain Capital Investors, LLC, acting as general partner

Name:

Title:

BCIP Associates IV-B, L.P.

Represented by Bain Capital Investors, LLC, acting as general partner

Name:

Title:

[Signature Page to the Executive Subscription and Securityholder’s Agreement]

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IN WITNESS WHEREOF, this Executive Subscription and Securityholder’s Agreement has been executed as of the date first written above.

EXECUTIVE

Name:

Title:

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SCHEDULE OF BAIN INVESTORS

TOTAL CO-INVEST SHARES PER EACH A-F CLASS

Investor	Common Equity		Total Investment in US$
BCIP ASSOCIATES IV , L.P.		2,254.00		2,254,000.00
BCIP TRUST ASSOCIATES IV , L.P.		834.00		834,000.00
BCIP ASSOCIATES IV-B , L.P.		484.00		484,000.00
BCIP TRUST ASSOCIATES IV-B , L.P.		105.00		105,000.00
BAIN CAPITAL FUND X, LP		319,851.00		319,851,000.00
BAIN CAPITAL EUROPE FUND III, LP		320,222.00		320,222,000.00
DOW		48,750.00		48,750,000.00

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EXHIBIT A

ARTICLES OF ASSOCIATION

36

EXHIBIT B

(1) Description of Security	(2) Number Subscribed	(3) USD Price (in aggregate)	(4) USD Price per Share
Class A Ordinary Shares				166.67
Class B Ordinary Shares				166.67
Class C Ordinary Shares				166.67
Class D Ordinary Shares				166.67
Class E Ordinary Shares				166.67
Class F Ordinary Shares				166.67
Class G Ordinary Shares				0.01
Class H Ordinary Shares				0.01
Class I Ordinary Shares				0.01
Class J Ordinary Shares				0.01
Class K Ordinary Shares				0.01
Class L Ordinary Shares				0.01

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EXHIBIT C

DEED OF ADHERENCE

THIS DEED is made the day of [            ] 20[    ] by [        ] of [        ].

WHEREAS:

(A) On [the date of issue or transfer of Securities] [        ] of [        ] (the “New Securityholder”) [acquired/was issued] from [        ] (the “Transferor” / “Company”): (i) Class A Ordinary Shares (ii) Class B Ordinary Shares, Class C Ordinary Shares, Class D Ordinary Shares, Class E Ordinary Shares, Class F Ordinary Shares, Class G Ordinary Shares, Class H Ordinary Shares, Class I Ordinary Shares, Class J Ordinary Shares, Class K Ordinary Shares, Class L Ordinary Shares, all of USD 0.01 each(collectively, the “Securities” in the capital of [        ]. (the “Company”) at an aggregate purchase/subscription price of [        ].

(B) This agreement is entered into in compliance with the terms of Section 4(f) of an executive subscription and securityholder agreement dated              2010 made between the Company, the Executive (as defined therein) and the Bain Investors (as defined therein) (which agreement is herein referred to as the “Agreement”).

NOW THEREFORE IT IS HEREBY AGREED as follows:

1. The New Securityholder hereby agrees to be bound by the Agreement in all respects as if the New Securityholder were an original party to the Agreement and to perform:

(a) All the obligations of an Executive in that capacity thereunder; and

(b) All the obligations expressed to be imposed on such a party to the Agreement;

in both cases, to be performed on or after the date hereof.

2. The transfer of the Securities to the New Securityholder was made pursuant to Article [            ] of the Articles. The New Securityholder hereby undertakes and covenants to forthwith re-transfer the Securities back to the Transferor if the grounds upon which such transfer was permitted cease to exist.

3. This Agreement is made for the benefit of:

(a) the original and current parties to the Agreement; and

(b) any other person or persons who may after the date of the Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Agreement and be permitted to do so by the terms thereof:

and this Deed shall be irrevocable without the consent of the Company for so long as the New Securityholder holds any Securities in the capital of the Company.

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4. Words and expressions defined in the Agreement shall bear the same meanings herein (unless the context otherwise requires).

5. This Agreement shall be governed by and shall be construed in accordance with the laws of the Grand Duchy of Delaware. The competent courts of Delaware shall have exclusive jurisdiction in respect of any matter of dispute arising hereunder.

IN WITNESS WHEREOF this Deed of Adherence is executed as a deed on the date and year first above written.

[        ]

in the presence of:

Witness

Name

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EXHIBIT D

FORM OF POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on [        ] [        ] 20[    ] by [        ] a [company incorporated under the laws of [        ]] whose [registered] office is at [        ] (the Principal).

WHEREAS

The Principal has entered into an Executive Subscription and Securityholder’s Agreement dated [-] June 2010 (the Agreement) which provides, inter alia, for the execution by each Executive of a power of attorney in the form of this Power of Attorney.

NOW THIS POWER OF ATTORNEY WITNESSES as follows:

1. The Principal hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under the Agreement) appoints the Company as its attorney to execute and carry out in its name or otherwise and on its behalf all transfers and other documents, acts and things which such attorney may in its absolute discretion consider necessary or desirable to effect any transfer of securities or carry out any other action contemplated by Sections 4, 6, 7 and/or 8 of the Agreement.

2. The appointment contained in clause 1 hereof shall in all circumstances remain in force and be irrevocable until such time as the Principal ceases to be an Executive (as defined in the Agreement) but shall be of no further effect after that date.

3. This Power of Attorney shall be governed by and construed in accordance with the laws of Delaware.

IN WITNESS whereof the Principal has executed this Power of Attorney the day and year first before written.

[EXECUTED by [PRINCIPAL]]1	)
[EXECUTED by [PRINCIPAL], a	)
[[company incorporated] / [—] established in]	)
[territory in which [PRINCIPAL] is	)
incorporated] by AB [and CD], being [a]	)
person[s] who, in accordance with the	)
laws of that territory, [is or are] acting	)
under the authority of [PRINCIPAL]]2	)

¹  To be used if Principal is natural person

²  To be used if Principal is a legal person

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EXHIBIT E

RESTRICTIVE COVENANTS

1. TERMS. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Subscription Agreement to which this Exhibit is attached.

2. CONFIDENTIALITY. During the course of the Executive’s employment with the Company and its direct and indirect Subsidiaries (collectively, the “Company Group”), the Executive will learn confidential information on behalf of the Company Group. The Executive agrees that the Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company Group, either during the period of the Executive’s employment or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Company Group, any of its subsidiaries, affiliated companies or businesses, or received from third parties subject to a duty on the Company Group’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes, in each case which shall have been obtained by the Executive during the Executive’s employment by the Company Group (or any predecessor). The foregoing shall not apply to information that (a) was known to the public prior to its disclosure to the Executive, (b) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive, or (c) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company Group with prior notice of the contemplated disclosure and cooperates with the Company Group at its expense in seeking a protective order or other appropriate protection of such information). The terms and conditions of this Agreement shall remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than (i) to immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed hereunder who, in each case, agree to keep such information confidential or (ii) if the Executive is required to disclose by applicable law, regulation or legal process.

3. NONCOMPETITION. The Executive acknowledges that the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group. Accordingly, during the Executive’s employment and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an Executive, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any material business that the Company Group is engaged in during the term of Executive’s employment; provided, that such material business (x) is limited to the specific products and not other uses of the chemicals used within such material business and (y) does not include alternative products that could be used for the same purpose (e.g., if the material business is for heating, then coal would not be considered competitive with oil) (the “Prohibited Activities”). Notwithstanding the

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foregoing, nothing herein shall prohibit the Executive from being (i) a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Executive has no active participation in the business of such corporation or (ii) employed by, or providing services to (or receiving compensatory equity awards from a parent entity of), a subsidiary, division or unit of any entity that engages in the Prohibited Activities so long as the Executive does not provide any services to such portion of the entity’s business that engages in the Prohibited Activities.

4. NONSOLICITATION; NONINTERFERENCE. During the Executive’s employment with the Company Group and for a period of one (1) year thereafter, the Executive agrees that the Executive shall not, except in the furtherance of the Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (a) solicit, aid or induce any customer of the Company Group or any of its affiliates to purchase goods or services then sold by the Company Group or any of its affiliates from another person, firm, corporation or other entity or assist or aid any other person or entity in identifying or soliciting any such customer, unless the Executive is employed with such customer following the Executive’s termination of employment with the Company Group, (b) solicit, aid or induce any Executive, representative or agent of the Company Group or any of its affiliates to leave such employment or retention or, in the case of Executives, to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company Group or any of its affiliates, or hire or retain any such Executive, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such Executive, or (c) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company Group or any of its affiliates and any of their respective vendors, joint venturers or licensors. An Executive, representative or agent shall be deemed covered by this Section 4 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 4 shall not be violated by (A) general advertising or solicitation not specifically targeted at Company Group or affiliate-related individuals or entities or (B) the Executive serving as a reference, upon request, with regard to entities with which the Executive is not associated.

5. INVENTIONS. (a) The Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments or works of authorship (“Inventions”), whether patentable or unpatentable, (i) that relate to the Executive’s work with the Company Group, made or conceived by the Executive, solely or jointly with others, during the period of the Executive’s employment with the Company Group, or (ii) suggested by any work that the Executive performs in connection with the Company Group, either while performing the Executive’s duties with the Company Group or on the Executive’s own time, shall belong exclusively to the Company Group (or its designee), whether or not patent applications are filed thereon. The Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company Group, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company Group. The Records shall be the sole and exclusive property of the Company Group, and the Executive will surrender them upon termination of employment, or upon the Company Group’s request. The Executive will assign to the Company Group the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the period of employment with the Company

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Group, together with the right to file, in the Executive’s name or in the name of the Company Group (or its designee), applications for patents and equivalent rights (the “Applications”). The Executive will, at any time during and subsequent to the period of employment with the Company Group, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company Group with respect to the Inventions. The Executive will also execute assignments to the Company Group (or its designee) of the Applications, and give the Company Group and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company Group’s benefit, all without additional compensation to the Executive from the Company Group.

6. In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company Group and the Executive agrees that the Company Group will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Executive hereby irrevocably conveys, transfers and assigns to the Company Group, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Executive has any rights in the results and proceeds of the Inventions that cannot be assigned in the manner described herein, the Executive agrees to unconditionally waive the enforcement of such rights. The Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Executive’s benefit by virtue of the Executive being an Executive of or other service provider to the Company Group.

7. RETURN OF COMPANY GROUP PROPERTY. On the date of the Executive’s termination of employment with the Company Group for any reason (or at any time prior thereto at the Company Group’s request), the Executive shall return all property belonging to the Company Group or its affiliates (including, but not limited to, any Company Group-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company Group). The Executive may retain the Executive’s rolodex and similar address books provided that such items only include contact information.

8. REASONABLENESS OF COVENANTS. In signing this Agreement, the Executive gives the Company Group assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement and the restraints imposed on the Executive’s conduct hereunder. The Executive agrees that these restraints are necessary for the

43

reasonable and proper protection of the Company Group and its affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group and its affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that the Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Agreement. It is also agreed that each of the Company Group’s affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement.

9. AFFILIATES. For purposes of this Agreement, any reference to an “affiliate” or “affiliates” shall only apply to Bain Capital Everest Manager Holding SCA (“Parent”) or any direct or indirectly controlled subsidiary of the Company or Parent.

10. REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

11. TOLLING. In the event of any violation of the provisions of this Agreement, the Executive acknowledges and agrees that the post-termination restrictions contained herein shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

12. SURVIVAL OF PROVISIONS. The obligations contained in this Agreement shall survive the termination of the Executive’s employment with the Company Group and shall be fully enforceable thereafter.

13. EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and agrees that the Company Group’s remedies at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security.

14. SEVERABILITY. To the extent that any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

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EXHIBIT F

REGISTRATION RIGHTS AGREEMENT

45

EX-10.7

Exhibit 10.7

EXECUTION VERSION

AMENDED AND RESTATED EXECUTIVE SUBSCRIPTION AND

SECURITYHOLDER’S AGREEMENT

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.

RECITALS

WHEREAS the Commandité, the Company, the Bain Investors and the Executive entered into an executive subscription and securityholder’s agreement on 17 June 2010 (the “Original Agreement”) which provided for certain rights and obligations of the parties thereto with respect to the Securities issued thereunder;

WHEREAS in connection with the recapitalization of the Company and its group (the “Recapitalization”) and the redemption of the Class A Ordinary Shares and the Class G Ordinary Shares to be effected on or around the date hereof (the “Redemption”), the parties to the Original Agreement hereby wish to amend and restate the provisions of the Original Agreement, such that this Agreement shall replace and supersede the Original Agreement in its entirety with effect from the date hereof.

Subject to the Recapitalization having occurred, this Agreement shall replace and supersede the Original Agreement in its entirety with effect from the date hereof.

1. Definitions.

“Acquisition Agreement” means the Sale and Purchase agreement dated 2 March 2010 entered into among The Dow Chemical Company, Styron LLC, Styron Holding B.V. and STY Acquisition Corp, as amended, restated or modified from time to time.

“Affiliate” means, with respect to any Person: (i) any other Person which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common control with, such Person; provided, however, that neither the Company nor any of its Controlled Affiliates shall be deemed an Affiliate of any Executive (and vice versa) and no Executive shall be deemed an Affiliate of any other Executive solely as a result of their relationship with respect to the Company; (ii) if such Person (or if such Person is acting as nominee, the Person or the beneficial owner of the relevant voting securities) is an investment fund, any other investment fund the primary investment advisor to which is, or is Controlled by, the primary investment advisor to such Person or an Affiliate thereof; and (iii) if such Person is a natural Person, any Family Member of such natural Person.

“Approved Sale” shall have the meaning provided in Section 6(a).

“Articles” or “Articles of Association” means the Company’s Articles of Association as amended from time to time which shall include the Form of Share Terms attached hereto as Exhibit A.

“Bain Inflows” means, without duplication, as of any measurement date, all after net cash proceeds (excluding fees and expense reimbursements) received by the Bain Investors (either directly or indirectly) with respect to or in exchange for the Bain Securities (whether such payments are received from the Company or any third party) from the issuance date thereof through such measurement date and shall, for the purposes of Section 2(f), be deemed to include:

(a) in the case of a Change in Control, any Bain Securities not transferred pursuant to such Change in Control, the value of which shall be the price per security based on the amount that the holders of Bain Securities would be entitled to receive, following a hypothetical liquidating distribution of the Company, where the aggregate proceeds to be distributed equal the after-tax net proceeds following a hypothetical sale of all the assets of the Company at the Change in Control value;

(b) in the case of a Public Offering of the Company or Newco, any Equity Securities (or equity securities of Newco, where applicable) retained by the Bain Investors, the value of which shall be their Implicit Pre-IPO Value; and

(c) in the case of a Public Offering of a Subsidiary of the Company, any amount that the holders of Bain Securities would be entitled to receive, following a hypothetical liquidating distribution of the Company, where the aggregate proceeds to be distributed equal the after-tax net proceeds following a hypothetical sale of all the assets of the Company at the Public Offering value.

“Bain Outflows” means, without duplication, as of any measurement date, all cash payments made (either directly or indirectly) by the Bain Investors (on a cumulative basis) with respect to or in exchange for the Bain Securities (whether such payments are made to the Company or any third party).

“Bain Investor” means each of the parties set forth on the Schedule of Bain Investors, any of their Affiliates to whom any interest in the Company has been assigned or transferred and any of their Affiliates that subscribe for any interest in the Company.

“Bain Investor Sale Notice” shall have the meaning provided in Section 5(a).

“Bain Securities” means (i) the securities issued by the Company to the Bain Investors, (ii) any other Equity Securities of the Company held by the Bain Investors, and (iii) any securities issued or issuable directly or indirectly with respect to the securities referred to in (i) or (ii) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a recapitalization or exchange, notwithstanding any subsequent Transfer or assignment to other holders thereof. Such Securities shall continue to be Bain Securities in the hands of any transferee that is an Affiliate of a Bain Investor.

“Board” means the board of directors of the Commandite, as constituted from time to time.

2

“Business” means such of the business, assets and shares of certain companies comprising the Styron group which are the subject of the acquisitions under the Acquisition Agreement.

“Business Day” means any day (other than a Saturday or Sunday or legal holiday) on which banks in New York, USA, London, England and the Grand Duchy of Luxembourg are open for business.

“Call Option” shall have the meaning provided in Section 9(b)(iv).

“Call Option Exercise Notice” shall have the meaning provided in Section 9(b)(iv).

“Call Option Exercise Period” shall have the meaning provided in Section 9(b)(iv).

“Calling Person” means any Person that exercises its right to purchase Executive Securities pursuant to the Call Option.

“Catch up Amount” an amount in cash equal to the amount that an Executive would have been entitled to receive in respect of any distribution by the Company in connection with his Incentive Securities which are not Vested Securities, had such Incentive Securities been Vested Securities on the date of such distribution.

“Cause” shall have the meaning provided in the Employment Agreement.

“Change in Control” shall have the meaning provided in the Employment Agreement.

“Class A Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class A Ordinary Shares in accordance with the Articles of Association.

“Class B Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class B Ordinary Shares in accordance with the Articles of Association.

“Class C Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class C Ordinary Shares in accordance with the Articles of Association.

“Class D Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class D Ordinary Shares in accordance with the Articles of Association.

“Class E Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class E Ordinary Shares in accordance with the Articles of Association.

“Class F Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class F Ordinary Shares in accordance with the Articles of Association.

3

“Class G Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class G Ordinary Shares in accordance with the Articles of Association.

“Class H Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class H Ordinary Shares in accordance with the Articles of Association.

“Class I Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class I Ordinary Shares in accordance with the Articles of Association.

“Class J Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class J Ordinary Shares in accordance with the Articles of Association.

“Class K Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class K Ordinary Shares in accordance with the Articles of Association.

“Class L Ordinary Shares” means the ordinary shares of the Company with a nominal value of US$ 0.01 each designated as Class L Ordinary Shares in accordance with the Articles of Association.

“Co-Invest Securities” means collectively, (i) the Class A Ordinary Shares, the Class B Ordinary Shares, the Class C Ordinary Shares, the Class D Ordinary Shares, the Class E Ordinary Shares, the Class F Ordinary Shares, held by or issued to the Executive pursuant to this Agreement and (ii) any Securities issued or issuable directly or indirectly with respect to the securities referred to in (i) above, by way of conversion or exchange.

“Commandité” shall have the meaning provided in the preamble.

“Company” shall have the meaning provided in the preamble.

“Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” and “under common control with”) shall mean in respect of a Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Deed of Adherence” means a deed of adherence pursuant to which the party thereto agrees to be bound by the terms of this Agreement in the form set out in Exhibit C or in such other form as is approved by the Commandité.

“Disability” shall have the meaning provided in the Employment Agreement.

“Employment Agreement” shall mean the employment agreement entered into as of 17 June 2010 among Bain Capital Everest Holding Inc, the Company and the Executive, as amended, restated or modified from time to time.

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“Equity Securities” shall mean (i) any Securities that entitle the holder thereof to receive unlimited dividends and/or to participate in the surplus assets of the Company on a liquidation or (ii) any option or right that is exchangeable or exercisable or convertible into the Securities referred to in (i) above.

“Executive Securityholder” means (i) the Executive, (ii) any assignee or transferee of any interest in the Company directly from the Executive and (iii) any other Person who becomes a holder of Executive Securities in a manner contemplated by this Agreement and becomes a party hereto by executing a Deed of Adherence in accordance with Section 4(f).

“Executive Securities” means (i) the Securities issued to the Executive pursuant to this Agreement, (ii) any other Securities held by any Executive, and (iii) any Securities issued or issuable directly or indirectly with respect to the Securities referred to in (i) or (ii) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a recapitalization or exchange, notwithstanding any subsequent transfer or assignment to other holders thereof. Such securities shall continue to be Executive Securities in the hands of any holder (except for the Company, the Bain Investors, and transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities shall succeed to all rights and obligations attributable to the Executive as a holder of Executive Securities hereunder.

“Fair Market Value” means, with respect to any Security or Securities, the cash proceeds that the holder of the Security would be entitled to receive, following a hypothetical liquidating distribution of the Company, where the aggregate proceeds to be distributed equal the net proceeds following a hypothetical sale of all the assets of the Company at their market value, as determined in accordance with Section 10. Fair Market Value of securities shall be determined without discounts for lack of marketability or minority interest.

“Family Member” means, with respect to any natural person, such person’s parents (whether natural or by adoption), spouse and descendents (whether natural or by adoption) and any trust, limited partnership or other entity solely for the benefit of that person and/or that person’s parents, spouse and or descendents.

“Good Leaver” shall have the meaning provided in Section 2(d)(ii).

“Good Reason” shall have the meaning provided in the Employment Agreement.

“Implicit Pre-IPO Value” shall:

(a) in the event that a primary offering of shares shall occur, be equal to (1) the Total Price to the Public divided by the percentage (stated as a decimal) that the number of shares of Newco Common sold pursuant to the Public Offering represents of the total number of shares of Newco Common to be outstanding immediately following the Public Offering, minus (2) the Primary Offering Proceeds; and

(b) in the event only a secondary sale of shares shall occur, be equal to (1) the total number of shares of Newco Common multiplied by (2) the Per Share Price.

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For the purposes of this definition, “Primary Offering Proceeds” means the number of shares of Newco Common sold in the primary offering (which may be zero) in connection with the Public Offering, multiplied by the Per Share Price. “Per Share Price” means, in connection with any Public Offering, the price set out or that would be set out on the cover page of a prospectus for such Public Offering under the caption “Price to Public” (or any similar caption) and opposite the caption “Per Share” (or any similar caption), less the per share allocation of the underwriting discounts and commissions and expenses incurred by the Company in connection with the Public Offering. “Total Price to the Public” means the Per Share Price multiplied by the number of shares of Newco Common sold pursuant to the Public Offering.

“Incentive Securities” means collectively, (i) the Class G Ordinary Shares, the Class H Ordinary Shares, the Class I Ordinary Shares, the Class J Ordinary Shares, the Class H Ordinary Shares and the Class K Ordinary Shares issued to or held by the Executive and (ii) any Securities issued or issuable directly or indirectly with respect to the Securities referred to in (i) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a recapitalization or exchange, notwithstanding any subsequent transfer or assignment to other holders thereof.

“Independent Third Party” means any Person who, immediately prior to the contemplated transaction, does not beneficially own any of the Company’s Ordinary Shares, who is not Controlling, Controlled by or under common Control with any Person who beneficially owns any of the Company’s Ordinary Shares and who is not the spouse or descendent (by birth or adoption) of any such Person or a trust for the benefit of such Person and/or such other Persons.

“Investment Agreement” means the Investor Subscription and Shareholder Agreement to be entered into on or about the date hereof amongst the Company and the investors named therein, as amended, restated or modified from time to time.

“Material Cooperation Violation” shall have the meaning provided in the Employment Agreement.

“Material Covenant Violation” shall have the meaning provided in the Employment Agreement.

“MCV Date” shall have the meaning provided in Section 8

“MCV Securities” shall have the meaning provided in Section 8

“Newco” shall have the meaning provided in Section 7(b)(i).

“Newco Common” shall have the meaning set out in Section 7(b)(i).

“Note” means each loan note instrument to be executed by the Executive on or about the date hereof in favour of the Company constituting, in aggregate, $1,000,000 of secured full recourse interest-bearing loan notes of the Executive due 31 December 2010, substantially in the form attached hereto as Exhibit E.

“Ordinary Shares” means as at the date hereof, collectively the Class A Ordinary Shares, the Class B Ordinary Shares, the Class C Ordinary Shares, the Class D Ordinary Shares, the Class E

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Ordinary Shares, the Class F Ordinary Shares, the Class G Ordinary Shares, the Class H Ordinary Shares, the Class I Ordinary Shares and the Class J Ordinary Shares, the Class K Ordinary Shares and the Class L Ordinary Shares, and any other ordinary shares of the Company created from time to time and designated as “Ordinary Shares” under the Articles of Association.

“Original Agreement” shall have the meaning set forth in the Recitals.

“Original Cost” means, with respect to any Security, the original subscription price paid to the Company by the original subscriber for such Security.

“Participating Securityholder” shall have the meaning provided in Section 5(b).

“Performance Threshold” shall have the meaning set out in Section 2(f).

“Performance Vesting Incentive Securities” shall have the meaning provided in Section 2(d)(i).

“Permitted Transferee” shall have the meaning provided in Section 4(c).

“Person” means any natural person, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or government entity, or any department, agency or political subdivision thereof, or any other entity including without limitation any unincorporated organization, syndicate, or affiliated group.

“Post Termination Period” shall have the meaning provided in Section 9(b)(i).

“Power of Attorney” means the power of attorney substantially in the form set out in Exhibit D.

“Public Offering” means the first public offering and sale of the Equity Securities of the Company, a Newco or a Subsidiary to the public, pursuant to an effective registration or an effective listing or qualification on a securities market in accordance with applicable requirements (including the Securities Act, if applicable).

“Public Sale” means a Public Offering or any sale of Equity Securities of the Company, a Newco or a Subsidiary, as the case may be, through a broker, dealer or market maker pursuant to the securities regulations of the relevant jurisdiction(s).

“Redemption” shall have the meaning set forth in the Recitals.

“Registration Rights Agreement” means the agreement substantially in the form set out in Exhibit F.

“Relative” shall have the meaning provided in Section 3(f).

“Sale of the Company” means a bona fide, arm’s length transaction with an Independent Third Party or group of Independent Third Parties involving: (i) a sale of assets pursuant to which such Independent Third Party or group of Independent Third Parties acquire all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of the Investor Securities (as defined in the Investment

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Agreement) resulting in such Independent Third Party or group of Independent Third Parties acquiring more than 50% of the economic interest or the voting power in the Company or the power to elect a majority of the entire Board in one transaction or series of related transactions; (iii) a merger, consolidation or issuance which accomplishes one of the foregoing; or (iv) a similar transaction with a like economic effect.

“Securities” means (i) securities issued by the Company and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in (i) above, by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a capitalization or exchange, notwithstanding any subsequent Transfer or assignment to other holders thereof. For the avoidance of doubt, Securities shall include without limitation the Executive Securities and the Bain Securities.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Security Rights Ownership” when used with reference to any Person’s ownership of any securities of any entity, means ownership by the relevant Person of the economic and other legal rights attaching to the relevant securities of such entity, which for the avoidance of doubt shall include ownership of such rights directly through ownership of title to such securities or indirectly through one or more entities Controlled by the relevant Person; provided that, if the relevant Person does not own 100% of any Controlled intermediate holding vehicle, then his/her Security Rights Ownership in the relevant securities shall be proportionately reduced (i.e. if the relevant Person owns 80% of an intermediate vehicle that owns 90% of the relevant securities of a subsidiary entity, then the relevant Person’s Security Rights Ownership in the relevant securities of the subsidiary entity shall be deemed to be 72%).

“Securityholder” means, at any time, a holder of Securities at such time.

“Sellers” shall mean the sellers of the Business pursuant to the Acquisition Agreement.

“Subscription Price” has the meaning provided in Section 2(a).

“Subsidiary” or “Subsidiaries” means, with respect to any Person, any or all other Person(s) of which a majority of the total voting power of shares of stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of such Person’s other Subsidiaries or a combination thereof. For the purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or if such Person or Persons Control such entity.

“Supervisory Board” shall have the meaning provided in the Articles of Association.

“Termination Date” shall mean the actual date on which the Executive ceases to be employed by the Company and any of its Subsidiaries.

“Termination Notice” shall have the meaning provided in Section 9(a).

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“Time Vesting Incentive Securities” shall have the meaning provided in Section 2 2(d)(i).

“Transfer” shall have the meaning provided in Section 4(a).

“Transferring Securityholder” has the meaning set out in Section 5(a).

“Unvested Post-Termination Securities” shall have the meaning provided in Section 9(b)(ii).

“Unvested Securities” means those Executives Securities which at any time are not Vested Securities.

“Vested Securities” shall mean (i) the Co-Invest Securities; and (ii) those Incentive Securities which at the relevant time have vested in accordance with this Agreement.

2. Execution, Subscription and Issuance of Executive Securities.

(a) Subscription and Settlement of the Executive Securities. Immediately following the execution of the Original Agreement, the Executive subscribed for the number of Executive Securities at the price per Security as set out in Exhibit B (the “Subscription Price”), subject to Section 2(b) below, the Company issued and allotted to the Executive, such number of Executive Securities. Furthermore, on 24 September 2010 the Securityholder subscribed for 6,750 Incentive Shares and on 29 November 2010 the Securityholder subscribed for 320 Incentive Shares. The Subscription Price for Class A Ordinary Shares, the Class B Ordinary Shares, the Class C Ordinary Shares, the Class D Ordinary Shares, the Class E Ordinary Shares and the Class F Ordinary Shares was the same price as that paid by The Down Chemical Company (or an affiliate thereof) for the same classes of Ordinary Shares on or about the same time as the issuance to the Executive of such classes of Ordinary Shares pursuant to this Section 2.

(b) Conditions to Issuance of Executive Securities. The obligation of the Company to issue Executive Securities to the Executive was subject to the following conditions:

(i) the representation and warranties set forth in Section 3 below had to be true and accurate with respect to the Executive on the date of the Original Agreement and the date of Closing;

(ii) the Executive settling the aggregate Subscription Price for the Executive Securities as follows:

(A) in respect of the Co-Invest Securities, the Executive shall execute the Notes; and

(B) in respect of the Incentive Securities, the Executive had to pay to the Company in cash (in accordance with Section 2(c) below) the amount set forth in column 3 of Exhibit B opposite each class of Inventive Securities; and

(C) the execution and delivery of the Power of Attorney.

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(c) Closing. Subject to the fulfilment of the conditions in Section 2(b) above, immediately following execution of the Original Agreement, the Executive delivered to the Company (i) the Subscription Price for the Incentive Securities by electronic transfer in immediately available funds, (ii) the duly executed Note and (iii) duly executed subscription forms for the Executive Securities. Following receipt of the above, the Company effected a share capital increase and issued the relevant Executive Securities. Immediately following the issuance of the Executive Securities, the Company entered the Executive’s name or, if applicable, the name of his nominee or custodian, on the Company’s securityholder register as the holder of the number of Securities identified to the Executive by the Commandité pursuant to Section 2(a).

(d) Vesting of Incentive Securities.

(i) Types of Vesting. Except as provided in Section 2(g), 75% of all the issued Incentive Securities will be subject to time vesting in accordance with Section 2(e) (the “Time Vesting Incentive Securities”) and the remaining 25% of all the issued Incentive Securities will performance vest in accordance with Section 2(f) (the “Performance Vesting Incentive Securities”).

(ii) Continuous Employment. Other than as stated in clause (i) of the final paragraph of Section 2(e) below, the Time Vesting Incentive Securities shall only vest if the Executive remains in the continuous employment with the Company or any of its Subsidiaries between and including the Closing and the applicable vesting date (as determined in accordance with Section 2(e) below).

(iii) Catch-up. No Executive will be entitled to receive any amounts distributed in respect of his Incentive Securities (including by way of redemption or repurchase of securities) until such time as they have vested in accordance with this Agreement. In the event that the Company has made any distributions with respect to its Ordinary Shares prior to an Executive’s (including by way of redemption or repurchase of securities):

(A) Time Vesting Incentive Securities becoming Vested Securities, if and when such Time Vesting Incentive Securities become Vested Securities, the Company shall pay to such Executive the Catch up Amount in respect thereof; and

(B) Performance Vesting Incentive Securities becoming Vested Securities, if and when such Performance Vesting Incentive Securities become Vested Securities in accordance with Section 2(f) below, the Company will pay to such Executive the Catch up Amount in respect thereof.

(iv) Catch up Amount Account. The Company shall retain an amount equal to the aggregate Catch up Amount to which each Executive holder is entitled pursuant to this Section 2 until such time as the Catch up Amount in respect of such Executive’s Time Vesting Incentive Securities or Performance Vesting Incentive

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Securities (as applicable) becomes payable in accordance with Section 2(d)(iii). In the event any amount retained by the Company never becomes payable to the Executive hereunder, such amount shall be retained by the Company. The Catch up Amount for all Executive Securityholders shall be retained in the same account.

(e) Time Vesting Incentive Securities. The Time Vesting Incentive Securities will vest and become Vested Securities as follows:

(i) 25% of each class will vest and become Vested Securities on the first anniversary of the Closing; and

(ii) 6.25% of each class will vest and become Vested Securities at the end of each calendar quarter during the three year period commencing on the date immediately following the first anniversary of the Closing.

Notwithstanding the foregoing, (i) if the Executive’s Termination is a result of (A) the Executive’s death or permanent Disability, (B) a Termination of the Executive by the Company or one of its Subsidiaries without Cause, or (C) the Executive’s voluntary resignation for Good Reason (each of (A), (B) and (C), a “Good Reason”), the Time Vesting Incentive Securities which would have become vested and become Vested Securities in the 12 months following the Termination Date had the Executive’s employment continued for such 12 months will vest and become Vested Securities on the Termination Date, and (ii) all Time Vesting Incentive Securities shall be deemed to be 100% vested upon consummation of a Change in Control (but excluding a Change in Control resulting from a Public Offering).

(f) Performance Vesting Incentive Securities. The Performance Vesting Incentive Securities will vest and become Vested Securities upon the occurrence of either a Change in Control or a Public Offering in which the Bain Inflows immediately following such Change in Control or Public Offering (as determined on the applicable measurement date) are at least two times (2x) the Bain Outflows (the “Performance Threshold”).

(g) Vesting of Class G Ordinary Shares. Notwithstanding the provisions of Sections 2(d), 2(e) and 2(f), and subject to the completion of the Redemption, all of the Class G Ordinary Shares issued to the Executive shall vest immediately prior to the Redemption.

3. Representations and Warranties. In connection with the subscription and issuance of Executive Securities (including those subscribed for pursuant to the Original Agreement), the Executive represents and warrants to the Company and the Bain Investors with respect to himself that:

(a) In connection with the subscription and issuance of the Executive Securities hereunder, this Agreement constitutes the legal, valid and binding obligation of the Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject.

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(b) The Executive’s name and identity as represented herein are true and accurate and the subscription by the Executive of the Executive Securities and the execution, delivery and performance of this Agreement have been made freely and with the intent to enter into this Agreement by the Executive.

(c) The Executive is purchasing Executive Securities issued to him for such Executive’s own account or for that of a Permitted Transferee identified herein (and not on behalf of any other persons) with the present intention of holding such Securities for the purposes of investment and not with a view to, or intention of, distribution thereof in violation of any applicable securities laws and the Executive Securities shall not be disposed of in contravention of any applicable securities laws, and the Executive understands and acknowledges that, if applicable, United States federal and state securities laws shall govern and restrict his/her or its right to offer, sell or otherwise dispose of any Executive Securities unless such offer, sale or disposal is registered and qualified under the Securities Act and applicable United States state securities laws, and the Executive agrees that he/she shall not offer, sell or otherwise dispose of any Executive Securities in contravention of any applicable securities laws or in any manner which would require the Company to file any registration statement with the United States Securities and Exchange Commission (or any similar filing under state law) or to amend or supplement any such filing or to cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other United States state or federal law.

(d) The Executive is (i) a resident of the jurisdiction set forth next to the Executive’s name on the signature page hereto, (ii) purchasing the Executive Securities in “compensatory circumstances” within the meaning of Rule 701 of the Securities Act, (iii) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act, (iv) sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Executive Securities, (v) able to bear the risk of his investment in the Executive Securities for an indefinite period of time, and (vi) that the transfer of the Executive Securities may not be possible because (A) such transfer is subject to contractual restrictions on transfer set forth in this Agreement, and (B) the Executive Securities have not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act and such applicable state securities laws or an exemption from such registration is available.

(e) The Executive (A) has not been convicted of any criminal offences (except road traffic offences not punishable by custodial sentence) and (B) has not been notified of any insolvency or criminal proceedings filed, pending or threatened against him/her.

(f) Neither the Executive, nor any of his/her direct relatives (parents, grandparents, spouse, siblings, children), as the case may be (each, a “Relative”) is a party to a contract with the Sellers or any person affiliated to any Seller, or has personal interests in connection with such contract.

(g) Except for the existing employment, business manager or consultancy agreements (including all amendments and supplements thereto), as applicable between the Executive and the Company or any of its direct or indirect Subsidiaries, there are no agreements between the Executive or a Relative or Related Person, as the case may be, on the one side and

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the Company or any of its direct or indirect Subsidiaries on the other side. Neither the Company nor any of its direct or indirect Subsidiaries has granted any security for the benefit of the Executive or a Relative or Related Person, as the case may be. There are no relationships between the Company or any of its direct or indirect Subsidiaries and a third party, in which any of the aforementioned Persons has personal interests beyond those in the ordinary course of business.

(h) The Executive is not currently engaged in, and does not currently intend to pursue, any business activities, other than the Business.

(i) Except as disclosed in writing to the Bain Investors prior to the date hereof, no agreement or other circumstance exists on the basis of which the Executive or a Relative or Related Person could claim or receive a payment or any other benefit in connection with the execution of this Agreement or the consummation of the acquisition that is the subject of the Acquisition Agreement.

(j) Neither the Executive nor any Relative or Related Person, as the case may be, is engaged in a business which conflicts with the Business, in particular:

(i) none of the aforementioned Persons are directly or indirectly active on behalf of a competing business enterprise not constituting the Business, nor do they have a capital interest in a competing enterprise, or in customers or suppliers that constitutes a material portion of such Persons’ current wealth, or reasonably foreseeable future wealth, such that a current conflict may exist; and

(ii) no agreement exists which would prevent the Executive from fulfilling his/her obligations under his/her employment or consultancy or business manager agreement with the Company or any of its direct or indirect subsidiaries.

4. Restrictions on Transfer of Executive Securities.

(a) General Restrictions on Transfer of Executive Securities. No Executive shall sell, transfer, assign, pledge, hypothecate or otherwise dispose of, directly or indirectly, (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in such holder’s Executive Securities (a “Transfer”) without the prior written consent of the Commandité, except pursuant to (i) Section 4(c), (ii) Section 5 (Tag Along Rights), (iii) Section 6 (Drag Along Right), (iv) Section 9 (Right to Purchase the Executive Securities), or (v) pursuant to the Registration Rights Agreement.

(b) Indirect Transfer Restriction. No Executive will, without the prior written consent of the Commandité: (i) in the case of any Executive that is (x) a Permitted Transferee of the Executive, and (y) not a natural Person, permit the issuance of additional interests in itself or any of its Affiliates; and (ii) make any transfer of any indirect interest in any Executive Securities which, if made by the direct holder of such Investor Securities, would not be permitted by the terms of this Agreement.

(c) Permitted Transfers. Notwithstanding anything to the contrary in this Agreement, the restrictions on Transfer set forth in this Section 4 shall not apply with respect to

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any Transfer of Executive Securities by a holder of Executive Securities to Permitted Transferees after delivering written notice of such Permitted Transfer to the Commandité. For the purposes of this Agreement, “Permitted Transferees” shall mean holders of Executive Securities by way of a Transfer (i) pursuant to applicable laws of descent and distribution or (ii) among the Executive’s Family Members; provided that, the restrictions contained in this Section 4(c) will continue to be applicable to the Executive Securities after any such Transfer and any Executive Securities Transferred pursuant to this Section 4 shall be returned to the transferor promptly upon the transferee ceasing to be Family Member of the Executive. The Company hereby undertakes to give effect to any Transfer of Executive Securities which is expressly permitted by, and transferred in accordance with, this Agreement.

(d) Transfer Procedures. Prior to transferring any Executive Securities (other than pursuant to Section 5 (Tag Along Rights), Section 6 (Drag Along Right), Section 9 (Right to Purchase the Executive Securities) or a Public Sale) to any Person (including, for the avoidance of doubt, a Permitted Transferee), the transferring Executive shall cause the prospective transferee to be bound by this Agreement by executing and delivering to the Company a Deed of Adherence (in accordance with Section 4(f) below) and a Power of Attorney; provided that, such prospective transferee may not be required to make the representations and warranties set forth in Section 3 of this Agreement.

(e) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void and of no effect, and the Company shall not give effect to such Transfer nor record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such Executive Securities for any purpose.

(f) Execution of Deed of Adherence. In the event that any Person who is not a holder of Executive Securities on the date hereof and subsequently becomes a holder of Executive Securities through a Transfer in accordance with the terms of this Agreement, such Person shall execute and deliver a Deed of Adherence to the Company prior to such Transfer or issuance. Any Person who has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement as if such Person was an original party hereto in the capacity designed in the Deed of Adherence and this Agreement shall be interpreted accordingly. Nothing in this provision shall be construed as requiring any party to perform again any obligation or discharge again any liability already performed or discharged or entitle any party to receive again any benefit already enjoyed. The Company undertakes that no Person shall be registered as a holder of Securities unless such Person has executed and delivered to the Company, on its own behalf and on behalf of all the other parties to this Agreement, a Deed of Adherence agreeing to be bound by this Agreement.

(g) Termination of Restrictions. Except as otherwise provided in Section 4(a) above and only for so long as such restrictions may continue to apply in accordance with applicable law, the restrictions set forth in this Section 4 shall continue with respect to each Executive Security until the occurrence of a Public Offering.

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5. Tag Along Rights.

(a) Delivery of Investor Sale Notice. At least thirty (30) days prior to any Transfer or series of related Transfers of Bain Securities to a third party which results in the aggregate number of Securities held by the Bain Investors as at the date hereof being reduced by more than 20% (other than pursuant to (i) a Public Sale, (ii) any Transfer pursuant to the Registration Rights Agreement, or (iv) any Transfer to employees, consultants or advisors (or any entity formed for the benefit of any of the foregoing), under a management incentive plan, each Bain Investor making such Transfer or series of Transfers (the “Transferring Securityholder”) shall deliver a written notice (the “Bain Investor Sale Notice”) to the holders of Executive Securities, specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Transfer, including copies of any definitive agreements.

(b) Election to Participate. Any holder of Executive Securities may elect to participate (a “Participating Securityholder”) in the contemplated Transfer only with respect to his Vested Securities by delivering written notice to the Transferring Securityholder within fifteen (15) days after delivery of the Bain Investor Sale Notice in accordance with Section 19. If any holders of Executive Securities have elected to participate in such Transfer, the Transferring Securityholder and such Participating Securityholders shall be entitled to sell in the contemplated Transfer as set out below.

(c) Pro Rata Participation. If any Executive elects to participate in the contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Bain Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing the number of Bain Securities or Vested Securities (as applicable) held by such transferring Person by the aggregate number of Securities then issued and outstanding (but excluding all Unvested Securities); and (ii) the total number of Securities to be sold in the contemplated Transfer. The foregoing calculation shall be applied separately with respect to each type of Security. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Bain Securities proposed to be transferred by the Transferring Securityholder pursuant to the Bain Investor Sale Notice. Notwithstanding the foregoing, an Executive may elect to participate in such Transfer only with respect to the Executive’s Co-Invest Securities and not the Executive’s Incentive Securities.

(d) Consideration. The consideration per Security for any Transfer by each Participating Securityholder pursuant to this Section 5 shall be equal to the proceeds that the Participating Securityholder would have been entitled to receive in relation his Securities if the aggregate net proceeds received in the Transfer to which this Section 5 applied were to be paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles.

(e) Prospective Transferees. No Transferring Securityholder shall Transfer any of its Bain Securities to any prospective transferee described in Section 5(a) unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the

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Participating Securityholders the Vested Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Sections 5(b) to 5(d) (inclusive) above on terms and conditions no less favourable than those applying to the Transferring Securityholders; or (ii) if such prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such transfer, the Transferring Securityholder purchases (on terms and conditions no less favourable that those on which its own Securities are sold to the transferee) the number of Vested Securities from the Participating Securityholder which such Participating Securityholder would have been entitled to sell pursuant to Sections 5(b) to 5(d) (inclusive). If the prospective transferee fails to purchase Vested Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 and the Transferring Securityholder fails to purchase such Vested Securities from the Participating Securityholder, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject to the penalty provisions of Section 4(e).

(f) Actions. Each holder of Executive Securities transferring Securities pursuant to this Section 5 or Section 6 below shall:

(i) in such Person’s capacity as a Securityholder, be obligated (a) to provide reasonable representations and warranties, customary for Transfers of this kind, with respect to title to and ownership of such Person’s Executive Securities and such Person’s capacity to enter into and be bound by the Transfer agreement, (b) to provide the representations and warranties, if any, to be provided by the Transferring Securityholder with respect to the Company and its Subsidiaries and their business, (c) join on a pro rata basis (based on the amount of proceeds to be received) in any indemnification or other obligation that the Transferring Securityholder agrees to provide with respect to such representations and warranties and (d) take all other customary, necessary or desirable actions as reasonably requested by the Transferring Securityholder in connection with the Transfer; and

(ii) if such holder of Executive Securities shall be an Executive on the date of Transfer, in such Person’s capacity as an Executive provide such representations and warranties, in addition to any representations and warranties provided by the Transferring Securityholder, as may be requested by the transferees; provided that, such representations and warranties are (x) reasonable and customary, (y) consistent with current market practice at the time of the Transfer for transactions of that kind and (z) shall, at a minimum, include the representations and warranties provided in Section 3 above.

(g) Costs. All costs incurred by an Executive in connection with a Transfer of his/her Executive Securities pursuant to this Section 5 shall be borne solely such Executive. In addition, such Executive will bear its pro rata share (based on the amount of consideration received by him/it pursuant to this Section 5) of the costs of sale of such Executive’s Executive Securities to the extent that such costs are incurred for the benefit of all of the holders of the Securities being sold pursuant to such Transfer.

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(h) Termination. The rights granted pursuant to this Section 5 shall terminate upon the termination of the restrictions on Transfer set forth in Section 4(a).

6. Drag Along Right.

(a) Approved Sale. If at any time the Bain Investors or the Board decide to effect a Sale of the Company (an “Approved Sale”), the Bain Investors or the Board may deliver a written notice (an “Approved Sale Notice”) with respect to such proposed Approved Sale at least 10 Business Days prior to the anticipated closing date of such Approved Sale to each Executive with the material details of the transaction. In connection with an Approved Sale, each Executive shall (i) conduct itself in a manner conducive to maximizing the aggregate sale proceeds, (ii) raise no objections against, such sale or the process pursuant to which such sale was arranged; (iii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; (iv) vote for and consent to any such Approved Sale; and (v) upon request from the Board or the Bain Investors, transfer a proportionate number of such Executive’s Executive Securities or rights to acquire Securities on the terms and conditions approved by the Board. Each Executive shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Bain Investors and the Board. If the Bain Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).

(b) Distributions upon an Approved Sale. In the event of an Approved Sale, each Executive who has been sent an Approved Sale Notice shall receive in exchange for each Vested Security transferred, the price per Vested Security that the Executive would have been entitled to receive in relation his Vested Securities if the aggregate net proceeds received in the Transfer to which this Section 6 applied were to be paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles. To the extent any Vested Incentive Securities of the Executive have been transferred as a result of the Executive having received an Approved Sale Notice (the “Dragged Vested Incentive Securities”), the Executive will be entitled to receive on any subsequent sale of Bain Securities any amounts that he would have received had (i) he been holding his Dragged Vested Incentive Securities at the time of any such subsequent sale and (ii) the aggregate net proceeds received in the subsequent sales been paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles.

(c) Costs. Each Executive who sells Executive Securities pursuant to this Section 6 will bear their pro rata share (based on the amount of consideration received by such Executive pursuant to such Approved Sale) of the costs of sale of such Executive Securities to the extent that such costs are incurred for the benefit of all of the holders of the Securities being sold pursuant to such Approved Sale.

(d) All Executives who sell Executive Securities pursuant to this Section 6 shall provide the same indemnities, representations and warranties and shall take all actions required under Section 5(f).

(e) Termination. The provisions of this Section 6 shall terminate upon the termination of the restrictions on Transfer set forth in Section 4(a).

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7. Public Offering.

(a) By the Company. If at any time the Board approves a Public Offering, each holder of Executive Securities (in his/her capacity as a Securityholder) shall vote for and consent to (to the extent it has any voting or consent right) and raise no objections against such Public Offering and each holder of Executive Securities shall take all reasonable actions in connection with the consummation of such Public Offering as requested by the Board and consistent with current market practice at the time of such Public Offering (including, without limitation, those actions described in Section 7(c) below).

(b) Reorganization. In connection with any Public Offering subject to this Section 7, each holder of Executive Securities shall agree to effectuate such Public Offering as follows:

(i) If the public company vehicle (“Newco”) is to be a Luxembourg entity, the Company shall be converted into a société anonyme (public company with limited liability or S.A.) under the laws of the Grand Duchy of Luxembourg, and the shares held by the holders will be reclassified as described below into the securities of Newco to be offered in such Public Offering (the “Newco Common”); or

(ii) If the Board and the managing underwriters agree that it will be more beneficial to either the Bain Investors or the Public Offering to effect the Public Offering using a Newco or a Subsidiary organized under the laws of a jurisdiction other than Luxembourg, the Company shall form or, if applicable, reorganize or recapitalize such entity, and the holders of Executive Securities shall, if requested by the Board, contribute all of their Securities to such Newco or Subsidiary in exchange for common stock in Newco or the relevant Subsidiary.

The Newco Common issued to the holders of Executive Securities shall be allocated among such holders so that, immediately after such exchange, each such holder of Executive Securities holds Newco Common having an aggregate value (based on the Public Offering price to the public) equal to the amount which such holder of the Executive Securities would have received if, immediately prior to such exchange, the Company had distributed to the Securityholders an aggregate amount equal to the Implicit Pre-IPO Value of the Newco Common in a complete liquidation immediately prior to such exchange. Shares of Newco Common shall be allocated among such holders as determined by the rights and preferences set out in the Articles of Association.

(c) Cooperation. Subject to the terms and conditions of this Section 7, the Company and each holder of Executive Securities in such Person’s capacity as such, agrees that it shall assist and cooperate with the other holders of Securities and the Board in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, any Public Offering and shall otherwise act in a manner conducive to maximizing the aggregate offering proceeds. Each holder of Executive Securities agrees that if he/she is an Executive on the date of the Public Offering, such Person shall, in his/her capacity as an Executive, provide such representations and warranties as may be reasonably requested by the underwriters, in addition to any representations and warranties provided by him/her in such

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Person’s capacity as a Securityholder; provided that such representations and warranties shall be (x) reasonable and customary and (y) consistent with current market practice at the time of the Public Offering. Subject to the terms and conditions of this Section 7, Newco, the Company and its Subsidiaries and each holder of Executive Securities agrees that it shall not take any actions inconsistent with the procedures set out in this Section 7 or that would otherwise undermine the process for a Public Offering undertaken in accordance with this Section 7. The parties agree that they may carry out or change the form of the reorganization contemplated in Section 7(b) so as to maximize the aggregate tax efficiencies associated with such reorganization, taking into account the tax position of all the Securityholders; provided that, notwithstanding the foregoing and for the avoidance of doubt, any such reorganization may negatively affect the tax position of individual Securityholders. Furthermore, the parties agree that, in the event that any prospective Public Offering is not consummated, and the Board shall so elect, they will assist and cooperate with the other holders of Securities and the Board in doing all things necessary to reverse as expeditiously as reasonably practicable any reorganization of the Company and its Subsidiaries and, to the extent reasonably practicable, to return the Company and Subsidiaries to their corporate forms and capitalization prior to any reorganization or recapitalization.

(d) Waiver. Without limiting the generality of the foregoing, each holder of Executive Securities hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with any recapitalization, reorganization and/or exchange pursuant to this Section 7.

(e) Registration Rights Agreement. In connection with any Public Offering, Newco and the Executive Securityholders shall enter into a Registration Rights Agreement which shall be consistent with the terms of this Section 7 and in a form and substance satisfactory to the Board. For the avoidance of doubt, in the event that the Bain Investors become entitled to any registration rights in connection with a Public Offering, the Executives shall, to the extent consistent with applicable law, have the right to participate on a pro rata basis on all registrations, listings and qualifications made by the Company of its Bain Securities, subject to any reasonable cutbacks determined by the managing underwriter.

8. “Material Covenant Violation” or a “Material Cooperation Violation”.

In the event of a Material Covenant Violation or a Material Cooperation Violation (each, as defined in the Employment Agreement), (i) any Incentive Securities which have not at the time of such Material Covenant Violation or a Material Cooperation Violation (the “MCV Date”) become Vested Securities and (ii) any Incentive Securities that became Vested Securities in the preceding 6-month period ((i) and (ii) together, the “MCV Securities”) may be purchased by the Company or the Bain Investors or such other Person as the Bain Investors may identify, at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below in Section 9(b)(iv).

9. Right to Purchase the Incentive Securities

(a) Call Option - Non-Achievement of Performance Threshold. In the event that the Performance Vesting Incentive Securities do not become Vested Securities as a result of the Performance Threshold not being achieved upon a Change in Control or Public Offering in accordance with Section 2(f), such Performance Vesting Incentive Securities may be purchased the Company or the Bain Investors or such other Person as the Bain Investors may identify, at

19

the lower of Fair Market Value and their Original Cost in accordance with the procedure set forth in Section 9(b)(iv).

(b) Call Option. In the event of the Executive’s ceases to be employed by the Company or any of its Subsidiaries, the Incentive Securities then held by the Executive (or his Permitted Transferees, as applicable) may be purchased the Company or the Bain Investors or such other Person as the Bain Investors may identify, in accordance with the procedure set forth in Section 9(b)(iv) (the “Call Option”).

(i) Good Leaver. If the Executive is a Good Leaver, then at any time on or after the Executive’s Termination Date, the Company or the Bain Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and, subject to the proviso below in this Section 9(b)(i), the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv), provided that, the Executive (or any of his Permitted Transferees, if applicable) shall be permitted for a period of 12 months from the Executive’s Termination Date (the “Post Termination Period”) to retain any of the Unvested Performance Vesting Incentive Securities (the “Unvested Post-Termination Securities”). If during the Post Termination Period, the Performance Threshold is achieved in connection with a Change in Control or Public Offering, the Unvested Post-Termination Securities shall become Vested Securities (and shall, for the avoidance of doubt, be treated as Vested Securities for all purposes of this Agreement). If, however, the Performance Threshold is not achieved during the Post Termination Period, after the expiration of such period, the Unvested Post-Termination Securities shall no longer be capable of vesting and may be purchased at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth in Section 9(iv).

(ii) Medium Leaver. If an Executive’s Termination is the result of the Executive’s voluntary resignation without Good Reason, then on or after the Executive’s Termination Date, the Company or the Bain Investors, as applicable, may purchase all or any portion of the Incentive Securities which are Vested Securities at Fair Market Value and the entire portion of the Incentive Securities which are Unvested Securities at the lower of their Fair Market Value and their Original Cost in accordance with the procedures set forth below.

(iii) Bad Leaver. If the Executive’s Termination is the result of the Executive’s Termination by the Company or one of its Subsidiaries occurring for Cause, then on or after the Executive’s Termination Date, the Company or the Bain Investors, as applicable, may purchase all of the Incentive Securities (including both Vested Securities and Unvested Securities) at the lower of Fair Market Value and their Original Cost in accordance with the procedures set forth below.

(iv) Call Option Exercise Procedures. At the Board’s discretion the Company or the Bain Investors or such other Person as the Bain Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Incentive

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Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the Bain Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Incentive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) with respect to Unvested Post-Termination Securities during the 180-day period commencing on the earlier of the date such Securities vest and the expiration of the Post Termination Period, (iii) during the 180 day period following a Change in Control or Public Offering, in relation to any Performance Vesting Incentive Securities which have not become Vested Securities under Section 2(f), or (iv) during the 180-day period commencing on the MCV Date in relation to the MCV Securities, (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the Bain Investors. The Call Option Exercise Notice will set forth the amount of such Incentive Securities to be acquired, the aggregate consideration to be paid for such Incentive Securities the Board’s determination of Fair Market Value in accordance with Section 10(a) (if any Incentive Security are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Incentive Securities is held by Permitted Transferees, the Company or the Bain Investors, as applicable, shall purchase the Incentive Securities from such holder(s) pro rata according to the number of Incentive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).

(v) Assignment Rights. If the Company or the Bain Investors (or their assignees) shall have elected to exercise its Call Option to purchase Incentive Securities, then at any time prior to the closing of such transaction, the Company or the Bain Investors (or their assignees) may resell such of the Incentive Securities as have been purchased to any Executive(s) in such amount(s) as the Board shall determine in its full discretion and the relevant Executive shall have agreed to purchase. Such offer shall be effective with respect to all or any portion of the Call Option.

(vi) Closing. The closing of the transactions contemplated by Section 9(b) will take place on the date designated by the Company or the Bain Investors and in any event no later than the later of (a) the 180th day following the Termination Date or following vesting in relation to any Unvested Post-Termination Securities that have become Vested Securities in accordance with Section 9(b)(i) above or following the end of the Post-Termination Period in relation to any Unvested Post-Termination Securities that have not become Vested Securities or following a Change in Control or Public Offering, in relation to any Performance Vesting Incentive Securities which have not become Vested Securities under Section 2(f), or following the MCV Date in relation to the MCV Securities and (b) the 10th day following the determination of the Fair Market Value in accordance with Section 10. The Bain Investors and/or the Company, as the case may be, will pay for the Incentive Securities to be purchased pursuant to the Call Option by wire transfer of immediately available funds to the holder of such Incentive Securities, in the aggregate amount equal to the purchase price for such Incentive Securities, The Bain Investors and/or the Company, as the case may be, shall receive from each seller regarding the sale of the Incentive Securities to the relevant purchaser, representations and warranties that such seller has good and marketable title to the

21

Incentive Securities to be transferred, free and clear of all liens, claims and other encumbrances and that such seller can validly enter into and be bound by the agreement of sale together with such other representations and warranties as may be reasonable and customary at the time of sale. If the Company purchases any Incentive Securities subject to the Call Option, the Incentive Securities so acquired shall be redeemed in accordance with the provisions of Article 49-8 of the law of 10 August 1915 on commercial companies, as amended.

(vii) Termination of Repurchase Right. The Call Option, and the associated rights of the Calling Person to purchase Executive Securities pursuant to Section 9(b) shall terminate upon the completion of a Public Sale or a Sale of the Company.

10. Fair Market Value.

(a) The Fair Market Value of Incentive Securities subject to the Call Right shall be determined by the Board in its good faith discretion and, to the extent any Incentive Securities are to be purchased for a price equal to Fair Market Value, included in the Call Option Exercise Notice, but shall be subject to adjustment in accordance with Section 10.

(b) Fair Market Value shall be determined as at the Executive’s Termination Date.

(c) Within 30 days starting on the day after receipt of the Call Option Exercise Notice, the Executive shall notify the Board in writing if the Executive does not agree with the Board’s calculation of Fair Market Value (a “Disagreement Notice”).

(d) If the Executive does not provide the Board with a Disagreement Notice within the 30-day period referred to in Section 10(c), the calculation of the Fair Market Value provided by the Board shall be final and binding and shall constitute the Fair Market Value. If the Executive provides the Board with a Disagreement Notice within the 30-day period referred to in Section 10(c), the Executive may appoint a nationally recognised firm experienced in the valuation of private companies to determine the Fair Market Value (the “Executive Valuator”). The Company shall promptly provide all data reasonably requested by the Executive Valuator (including but not limited to financial data) which the Executive Valuator determines in good faith is necessary in order for it to determine Fair Market Value.

(e) If, within 60 days starting on the day after receipt of the Disagreement Notice (or such longer period as may be agreed by the Executive and the Board), the Executive (being advised by the Executive Valuator) and the Board have not agreed to the Fair Market Value, the Executive and the Board shall refer the matters in dispute to a nationally recognised independent firm of accountants agreed by the parties in writing. If the Executive and the Board are unable to agree on the appointment of an independent firm of accountants after a further 21 days, an independent firm of accountants will be appointed on the application of either party to the President at that time of the American Institute of Certified Public Accountants (the “Independent Valuator”) for the purposes of determining the Fair Market Value which shall be

22

either the number originally included in the Call Option Exercise Notice or the number submitted by the Executive to the Independent Valuator.

(f) If the final Fair Market Value, as determined pursuant to the process described above, is 110% or more of the Fair Market Value originally determined by the Board and included in the Call Option Exercise Notice, then the Company will pay the cost of the Executive Valuator and, if applicable, the Independent Valuator, and if such final Fair Market Value is less than 110% of the Fair Market Value originally determined by the Board, then the Executive will pay the cost of the Executive Valuator and, if applicable, the Independent Valuator. Notwithstanding the above, in choosing the Independent Valuator, if applicable, the Board and the Executive shall take into account the cost thereof, with a view of retaining a firm which charges not more than $200,000 for such valuation.

11. Restricted Securities Legend. The Executive Securities have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. Any certificate evidencing Executive Securities and any certificate issued in exchange for or upon the Transfer of any Executive Securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS OR AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON WHO IS A NATIONAL, CITIZEN OR RESIDENT THEREOF OR PERSON NORMALLY RESIDENT THEREIN OR TO ANY PERSON PURCHASING FOR RESALE TO ANY SUCH PERSON IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENTS, AS AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN SECURITYHOLDERS OF THE COMPANY AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. COPIES OF THE EXECUTIVE SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENTS ARE ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE SECURITIES MAY NOT BE PUBLICLY OFFERED PURSUANT TO THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG.”

The Company shall imprint such legend on certificates evidencing Executive Securities. The legend set forth above shall be removed from the certificates evidencing any Securities of the Company which cease to be Executive Securities in accordance with the definition thereof.

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12. 83(b) Election. The Executive will make an election pursuant to Section 83(b) of the U.S. Internal Revenue Code in respect of the Incentive Securities within 30 days following the issuance thereof to the Executive. The Incentive Securities are intended to constitute, and shall be treated for all purposes, as “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 and any other official guidance promulgated thereafter.

13. Amendment and Waiver. Subject to Section 14, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company, holders of a majority of the Executive Securities and holders of a majority of the Bain Securities. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The provisions of this Section 12 shall remain unaffected by any amendment, modification or waiver of this Agreement.

14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

15. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement and the documents referred to herein embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

16. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Commandite and their respective permitted successors and assigns, the holders of Executive Securities and the respective permitted successors and assigns of each of them, so long as they hold Executive Securities, and the holders of Bain Securities and the respective permitted successors and assigns of each of them, so long as they hold Bain Securities.

17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

18. Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company, the Commandite, any holder of Executive Securities and any holder of Bain Securities may in its,

24

his/her sole discretion apply for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

19. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been received (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company, the Bain Investors or any Executive, as applicable, at the address indicated below or to any other holder of Executive Securities subject to this Agreement, at such address, as indicated by the Company’s records, or, in each case, at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

If to the Company or the Commandite:

Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile: (212)421-2225

Attention: Stephen M. Zide

With a copy (which shall not constitute notice hereunder) to:

Address:	Kirkland & Ellis LLP
	601 Lexington Avenue
	New York, NY 10022
	United States
Telephone:	+1 212-446-4800
Facsimile:	+1 212-446-4900
Attention:	Eunu Chun

If to the Bain Investors:

Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile: (212)421-2225

Attention: Stephen M. Zide

With a copy (which shall not constitute notice hereunder) to:

Address:	Kirkland & Ellis LLP
	601 Lexington Avenue

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	New York, NY 10022
	United States
Telephone:	+1 212-446-4800
Facsimile:	+1 212-446-4900
Attention:	Eunu Chun
If to the Executive:
Address:	615 East Drive
	Sweickley, PA 15143

If to an Executive Securityholder other than the Executive:

At the address provided to the Company by the Executive Securityholder

20. Confidentiality. Each Executive undertakes to the Company and the Bain Investors that, for as long as he/she is the holder of Executive Securities, he/she shall not, and shall use his/her commercially reasonable efforts to procure that his/her Permitted Transferees and Affiliates shall not, disclose to any person, firm or corporation the existence or contents of this Agreement and/or any related discussions or documentation dealing with the equity investment of the Executive in the Company, unless required to do so by law or by the regulations of any relevant stock exchange or following the prior written consent of the Company or the Bain Investors (as the case may be).

21. Arbitration. Any disputes arising hereunder shall be referred to and finally resolved either by (x) an ad hoc arbitration procedure approved by a majority of the Board or, if an agreement as to an ad hoc procedure cannot be reached, then (y) arbitration in accordance with the Rules (the “Rules”) of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Section 21, except as expressly modified by this Section 21. Before an arbitration pursuant to this provision has been convened, any party may seek interim or provisional relief from the competent Courts of the City of Luxembourg, which shall have exclusive jurisdiction in respect of any such interim or provisional relief. Such interim or provisional relief may subsequently be vacated, continued or modified by the arbitrator on the application of any party. Furthermore, the following provisions shall apply in respect of any arbitration proceedings conducted pursuant to this Section 21:

(a) there shall be one (1) arbitrator, the selection of which shall be by mutual agreement between the parties. If, however, the parties are unable to agree on the selection of the arbitrator within thirty (30) days after the commencement of the arbitration, then the selection of the arbitrator shall be made by the LCIA;

(b) the place of the arbitration shall be London, England;

(c) the language of the arbitration shall be English;

(d) the arbitrator shall determine the allocation of expenses of the arbitral proceedings amongst the parties;

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(e) the arbitrator shall have the authority to award all forms of relief determined to be just and equitable; provided that the arbitrator shall have no authority to award punitive or exemplary damages, or any other monetary damages not measured by the prevailing party’s actual damages;

(f) any arbitral award rendered pursuant to this provision shall be final and binding on the parties and may be enforced in any court of competent jurisdiction; and

(g) with respect to any dispute relating to the Call Option, the period for the exercise of the Call Option shall be suspended for the period from and including the date of the referral of the dispute to arbitration to and including the date of delivery of the final decision of the arbitrator and the settlement any payment of any amounts due with respect to the exercise by the Company or the Bain Investors of the Call Option, plus the amount of any outstanding claims, shall be delayed pending the decision of the arbitrator.

22. Joinder. The Executive, upon the request of the Board, will execute and deliver either a counterpart or a joinder to any applicable securityholders agreement and/or any other agreements governing the terms of the equity interests in the Company; provided that no such agreement may provide the Executive with less favorable rights in any manner than those described in this Agreement, or impose significant restrictions in addition to those described in this Agreement on the Executive’s right to acquire, hold and dispose of the equity interests represented by the Executive Securities.

23. Governing Law. This Agreement is governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its formation (including non-contractual disputes or claims).

24. Supremacy. In the event of any conflict between this Agreement and the Articles of Association or any business manager agreement entered into between the Executive and the Company or any of its Subsidiaries, the provisions of this Agreement shall prevail and the parties shall procure that the Articles of Association or business manager agreement (as the case may be) shall be amended to such extent as may be necessary in order to remove such conflict and subject to applicable law.

25. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

26. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

27. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. As the request of any party

27

hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

*    *    *    *    *

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IN WITNESS WHEREOF, this Executive Subscription and Securityholder’s Agreement has been executed as of the date first written above.

BAIN CAPITAL EVEREST MANAGER HOLDING SCA by its General Partner, BAIN CAPITAL EVEREST MANAGER S.A R.L.
By:	/s/ Ailbhe Jennings
	Ailbhe Jennings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager
BAIN CAPITAL EVEREST MANAGER S.A R.L.
By:	/s/ Ailbhe Jennings
	Ailbhe Jennings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager

[Signature Page to the Executive Subscription and Securityholder’s Agreement]

IN WITNESS WHEREOF, this Executive Subscription and Securityholder’s Agreement has been executed as of the date first written above.

Bain Capital Fund X, L.P. Represented by Bain Capital Partners X, L.P., acting as General partner Itself represented by Bain Capital Investors, LLC, acting as general partner
/s/ STEVE ZIDE
Name:	STEVE ZIDE
Title:	MANAGING DIRECTOR
Bain Capital Europe Fund III, L.P. Represented by Bain Capital Partners Europe III, L.P. Itself represented by Bain Capital Investors, LLC
/s/ STEVE ZIDE
Name:	STEVE ZIDE
Title:	MANAGING DIRECTOR
BCIP Associates IV, L.P. Represented by Bain Capital Investors, LLC, acting as general partner
/s/ STEVE ZIDE
Name:	STEVE ZIDE
Title:	MANAGING DIRECTOR

[Signature Page to the Executive Subscription and Securityholder’s Agreement]

BCIP Trust Associates IV-B, L.P. Represented by Bain Capital Investors, LLC, acting as general partner
/s/ STEVE ZIDE
Name:	STEVE ZIDE
Title:	MANAGING DIRECTOR
BCIP Trust Associates IV, L.P. Represented by Bain Capital Investors, LLC, acting as general partner
/s/ STEVE ZIDE
Name:	STEVE ZIDE
Title:	MANAGING DIRECTOR
BCIP Associates IV-B, L.P. Represented by Bain Capital Investors, LLC, acting as general partner
/s/ STEVE ZIDE
Name:	STEVE ZIDE
Title:	MANAGING DIRECTOR

[Signature Page to the Executive Subscription and Securityholder’s Agreement]

IN WITNESS WHEREOF, this Executive Subscription and Securityholder’s Agreement has been executed as of the date first written above.

EXECUTIVE
/S/ CHRISTOPHER D PAPPAS
Name:	CHRISTOPHER D PAPPAS
Title:	President & CEO

SCHEDULE OF BAIN INVESTORS

TOTAL CO-INVEST SHARES PER EACH A-F CLASS
Investor	Common Equity		Total Investment in US$
BCIP ASSOCIATES IV, L.P.		2,254.00		2,254,000.00
BCIP TRUST ASSOCIATES IV, L.P.		834.00		834,000.00
BCIP ASSOCIATES IV-B, L.P.		484.00		484,000.00
BCIP TRUST ASSOCIATES IV-B, L.P.		105.00		105,000.00
BAIN CAPITAL FUND X, LP		319,851.00		319,851,000.00
BAIN CAPITAL EUROPE FUND III, LP		320,222.00		320,222,000.00
Dow		48,750.00		48,750,000.00

33

EXHIBIT A

ARTICLES OF ASSOCIATION

34

EXHIBIT B

(1) Description of Security	(2) Number Subscribed	(3) USD Price (in aggregate)
Class A Ordinary Shares	1,000	US$166,666.60 satisfied by the Note
Class B Ordinary Shares	1,000	US$166,666.60 satisfied by the Note
Class C Ordinary Shares	1,000	US$166,666.60 satisfied by the Note
Class D Ordinary Shares	1,000	US$166,666.60 satisfied by the Note
Class E Ordinary Shares	1,000	US$166,666.60 satisfied by the Note
Class F Ordinary Shares	1,000	US$166,666.60 satisfied by the Note
Class G Ordinary Shares	16,250	US$162.50 paid in cash
Class H Ordinary Shares	16,250	US$162.50 paid in cash
Class I Ordinary Shares	16,250	US$162.50 paid in cash
Class J Ordinary Shares	16,250	US$162.50 paid in cash
Class K Ordinary Shares	16,250	US$162.50 paid in cash
Class L Ordinary Shares	16,250	US$162.50 paid in cash

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EXHIBIT C

DEED OF ADHERENCE

THIS DEED is made the                  day of [    ] 20[    ] by [    ] of [    ].

WHEREAS:

(A) On [the date of issue or transfer of Securities] [    ] of [    ] (the “New Securityholder”) [acquired/was issued] from [    ] (the “Transferor” / “Company”): (i) Class A Ordinary Shares of EUR [-] each and (ii) Class B Ordinary Shares of EUR [-] each (collectively, the “Securities” in the capital of [    ]. (the “Company”) at an aggregate purchase/subscription price of [    ].

(B) This agreement is entered into in compliance with the terms of Section 4(f) of an executive subscription and securityholder agreement dated          2010 made between the Company, the Executive (as defined therein) and the Bain Investors (as defined therein) (which agreement is herein referred to as the “Agreement”).

NOW THEREFORE IT IS HEREBY AGREED as follows:

1. The New Securityholder hereby agrees to be bound by the Agreement in all respects as if the New Securityholder were an original party to the Agreement and to perform:

(a) All the obligations of an Executive in that capacity thereunder; and

(b) All the obligations expressed to be imposed on such a party to the Agreement;

in both cases, to be performed on or after the date hereof.

2. The transfer of the Securities to the New Securityholder was made pursuant to Article [ ] of the Articles. The New Securityholder hereby undertakes and covenants to forthwith re-transfer the Securities back to the Transferor if the grounds upon which such transfer was permitted cease to exist.

3. This Agreement is made for the benefit of:

(a) the original and current parties to the Agreement; and

(b) any other person or persons who may after the date of the Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Agreement and be permitted to do so by the terms thereof:

and this Deed shall be irrevocable without the consent of the Company for so long as the New Securityholder holds any Securities in the capital of the Company.

4. Words and expressions defined in the Agreement shall bear the same meanings herein (unless the context otherwise requires).

36

5. This Agreement shall be governed by and shall be construed in accordance with the laws of the Grand Duchy of Luxembourg. The competent courts of the City of Luxembourg shall have exclusive jurisdiction in respect of any matter of dispute arising hereunder.

IN WITNESS WHEREOF this Deed of Adherence is executed as a deed on the date and year first above written.

[    ]

in the presence of:

Witness

Name

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EXHIBIT D

FORM OF POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on [        ] [        ] 20[        ] by [        ] a [company incorporated under the laws of [        ]] whose [registered] office is at [        ] (the Principal).

WHEREAS

The Principal has entered into an Executive Subscription and Securityholder’s Agreement dated [-] June 2010 (the Agreement) which provides, inter alia, for the execution by each Executive of a power of attorney in the form of this Deed.

NOW THIS DEED WITNESSES as follows:

1. The Principal hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under the Agreement) appoints the Company as its attorney to execute and carry out in its name or otherwise and on its behalf all transfers and other documents, acts and things which such attorney may in its absolute discretion consider necessary or desirable to effect any transfer of securities or carry out any other action contemplated by Sections 4, 6, 7 and/or 9 of the Agreement.

2. The appointment contained in clause 1 hereof shall in all circumstances remain in force and be irrevocable until such time as the Principal ceases to be an Executive (as defined in the Agreement) but shall be of no further effect after that date.

3. This Deed shall be governed by and construed in accordance with the laws of England.

IN WITNESS whereof the Principal has executed this Deed the day and year first before written.

EXECUTED and DELIVERED	)
as a DEED by [PRINCIPAL]	)
acting by two directors/a director	)
and the secretary	)
SIGNED as a DEED and DELIVERED	)
on behalf of [PRINCIPAL], a company	)
incorporated in [territory in which	)
[PRINCIPAL] is incorporated] by AB	)
[and CD], being [a] person[s] who, in	)
accordance with the laws of that territory,	)
[is or are] acting under the authority of	)
[PRINCIPAL]	)

38

EXHIBIT E

FORM OF LOAN NOTE INSTRUMENT

39

EXHIBIT F

REGISTRATION RIGHTS AGREEMENT

40

EX-10.8

Exhibit 10.8

EXECUTION VERSION

17 June 2010

BAIN CAPITAL EVEREST MANAGERS HOLDING SCA

and

VARIOUS OTHER INVESTORS

INVESTOR SUBSCRIPTION AND

SHAREHOLDER AGREEMENT

KIRKLAND & ELLIS INTERNATIONAL LLP

30 St Mary Axe

London EC3A 8AF

Tel: +44 (0)20 7469 2000

Fax: +44 (0)20 7469 2001

www.kirkland.com

THIS INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENT (this “Agreement”) is made as of this 17^th 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”).

The Company and the Investors desire to enter into an agreement: (i) pursuant to which the Investors shall subscribe for, and the Company shall issue and allot to such Investors, in the amount and for the price set out opposite such Investor’s name in the Schedule of Investors attached hereto as Schedule 1, the following securities: (a) Class A Ordinary Shares, (b) Class B Ordinary Shares, (c) Class C Ordinary Shares, (d) Class D Ordinary Shares, (e) Class E Ordinary Shares, (f) Class F Ordinary Shares, (g) Class G Ordinary Shares, (h) Class H Ordinary Shares, (i) Class I Ordinary Shares, (j) Class J Ordinary Shares, (k) Class K Ordinary Shares, and (l) Class L Ordinary Shares with a nominal value equal to $0.01 each; and (ii) to provide for certain rights and obligations of the parties hereto with respect to the securities issued hereunder.

The parties hereto agree as follows:

1. Definitions and Interpretation.

(a) Definitions

“Affiliate” means, with respect to any Person: (i) any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, or as trustee, personal representative or executor, of the power to direct or cause the direction of the management or policies of, such Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of

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the Investors (and vice versa) and none of the Investors shall be deemed Affiliates of each other solely as a result of their relationship with respect to the Company; (ii) if such Person (or if such Person is acting as nominee, the Person or the beneficial owner of the relevant voting securities) is an investment fund, any other investment fund the primary investment advisor to which is, or is controlled by, the primary investment advisor to such Person or an Affiliate thereof; and (iii) if such Person is a natural Person, any Family Member of such natural Person.

“Agreement” has the meaning provided in the preamble.

“Articles” means the Company’s Articles of Association, as amended from time to time.

“Bain Investors” has the meaning provided in the preamble.

“Bain Investor Sale Notice” has the meaning provided in Section 6(a).

“Bain Investor Securities” means Investor Securities held by the Bain Investors (or any Affiliate thereof) and their Permitted Transferees.

“Bain Transfer Period” has the meaning provided in Section 6(b).

“Board” means the board of directors of Bain Capital Everest Manager S.a.r.l., the General Partner of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Luxembourg and in the City of New York, USA.

“Closing” has the meaning provided in Section 2(c).

“Company” has the meaning provided in the preamble.

“Deed of Adherence” means a deed of adherence pursuant to which the party thereto agrees to be bound by the terms of this Agreement in the form set out in Schedule 3

“Dow Investor” has the meaning provided in the preamble.

“Emergency Equity Offering” has the meaning provided in Section 9(c).

“Equity Securities” means, as applicable, (i) any capital stock, partnership, membership or limited liability company interests, ordinary shares or other share capital, (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock, partnership, membership or limited liability company interests, ordinary shares or other share capital or containing any profit participation features, (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, partnership, membership or limited liability company interests, ordinary shares or other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, partnership, membership or limited

3

liability company interests, ordinary shares or other share capital or securities containing any profit participation features, (iv) any share appreciation rights, phantom share rights or other similar rights, or (v) any Equity Securities issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of shares, exchange, recapitalization, merger, amalgamation, consolidation or other reorganization.

“Family Member” means parents (whether natural or by adoption), spouse and descendents (whether natural or by adoption) and any trust, limited partnership or other entity solely for the benefit of that person and/or that person’s parents, spouse and or descendents.

“General Partner” has the meaning provided in the Articles.

“Independent Third Party” means any Person who, immediately prior to the contemplated transaction is not an Investor, an Affiliate of an Investor or an Affiliate of the Company or any of its controlled Affiliates.

“Investor” and “Investors” have the meaning provided in the preamble.

“Investor Securities” means: (i) any securities issued to an Investor pursuant to this Agreement; (ii) any other Equity Securities of the Company or its Subsidiaries held by an Investor; and (iii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) and (ii) above by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange, notwithstanding any subsequent Transfer or assignment to other holders thereof. Such securities shall continue to be Investor Securities in the hands of any subsequent or future holder (except for the Company and transferees in a Public Sale).

“Issuance” has the meaning provided in Section 9(a).

“Newco” has the meaning provided in Section 10(b)(i).

“Newco Common” has the meaning provided in Section 10(b)(i).

“Offer Period” has the meaning provided in Section 8(b).

“Ordinary Shares” mean the ordinary shares of the Company of a par value of $0.01 each designated as “Ordinary Shares” pursuant to the Articles.

“Other Investor” means any Investor other than the Bain Investors or any executive which holds securities in the Company pursuant to a management incentive plan.

“Other Investor Securities” means Investor Securities held by the Other Investors and their Permitted Transferees.

“Participation Notice” has the meaning provided in Section 6(b).

“Participating Securityholder” has the meaning provided in Section 6(b).

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“Percentage Interest” has the meaning provided in Section 9(a).

“Permitted Transferee” means a Person who, in accordance with Section 5(c) herein, becomes a holder of Investor Securities.

“Person” means any natural person, partnership, firm, corporation, limited liability company, association, cooperative, joint stock company, trust, joint venture or government entity, or any department, agency or political subdivision thereof, or any other entity including without limitation any unincorporated organization, syndicate, or affiliated group.

“Preemptive Notice” has the meaning provided in Section 9(b).

“Preemptive Reply” has the meaning provided in Section 9(b).

“Preemptive Right” has the meaning provided in Section 9(a).

“Public Offering” means a public offering and sale of the Equity Securities of the Company and/or its Subsidiaries (or any of their respective successors) pursuant to an effective registration and an effective listing or qualification on a securities market in accordance with applicable requirements.

“Public Sale” means: (i) a Public Offering; or (ii) following the initial Public Offering, any other sale of equity securities of the Company, as the case may be, through a broker, dealer or market maker pursuant to the securities regulations of the relevant jurisdiction(s).

“Registration Rights Agreement” means the registration rights agreement entered into as of today’s date pursuant to Section 10(d).

“Required Sale” has the meaning provided in Section 7(a).

“Required Sale Notice” has the meaning provided in Section 7(a).

“ROFO Purchaser” has the meaning provided in Section 8(c).

“ROFO Sale Notice” has the meaning provided in Section 8(a).

“ROFO Transfer Period” has the meaning provided in Section 8(d).

“Sale of the Company” means a bona fide, arm’s length transaction with an Independent Third Party or group of Independent Third Parties involving: (i) a sale of assets pursuant to which such Independent Third Party or group of Independent Third Parties acquires all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of the Investor Securities resulting in such Independent Third Party or group of Independent Third Parties acquiring more than 80% of the economic interest or the voting power in the Company, in one transaction or series of related transactions; (iii) a merger, consolidation, business combination or issuance

5

which accomplishes one of the foregoing; or (iv) a similar transaction with a like economic effect.

“Schedule of Investors” means the schedule of Investors and the related amount and price of Ordinary Shares subscribed for by each Investor, attached hereto as Schedule 1.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as each may be amended from time to time.

“Subscription Price” has the meaning provided in Section 2(a).

“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which such Person: (i) if a corporation, owns directly or indirectly, a majority of the economic value of such corporation or a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof; or (ii) if a limited liability company, partnership, association or other business entity, owns directly or indirectly, a majority of the limited liability company, partnership or other similar ownership interest thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing member, managing director, general partner or similar Person of such limited liability company, partnership, association or other business entity.

“TDCC” means The Dow Chemical Company, a Delaware corporation.

“Transfer” has the meaning provided in Section 5(a).

“Transferring Other Investor” has the meaning provided in Section 8(a).

“Transferring Securityholder” has the meaning provided in Section 6(a).

“Unvested Securities” means the Ordinary Shares subscribed for by certain employees of the Company’s group which have not vested pursuant to the provisions of the applicable agreements entered into by such employees, the Company and the Bain Investors.

(b) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(c) Business Days. If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.

2. Execution, Subscription and Issue of Investor Securities.

(a) Execution. Following execution of this Agreement, on 17 June 2010 (the “Closing”), each Investor shall subscribe for, and the Company shall allot and

6

issue to, such Investor, Ordinary Shares in the amount and price set out opposite such Investor’s name in the Schedule of Investors. Each Investor undertakes to pay at Closing the aggregate subscription price (such price, the “Subscription Price”) set out opposite such Investor’s name in the Schedule of Investors in consideration for the Investor Securities purchased pursuant to this Agreement.

(b) Conditions to Issuance and Subscription of Investor Securities. The obligation of the Company to issue Investor Securities to an Investor shall be subject to the following conditions:

(i) The warranties set forth in Section 3 shall be true and accurate with respect to the relevant Investor on each of the date hereof and the date of Closing.

(ii) The Company shall have received from each Investor the aggregate Subscription Price for the Investor Securities being subscribed.

(c) Closing. Subject to satisfaction of the conditions in Section 2(b), at Closing, following the execution of this Agreement, each Investor shall deliver to the Company cash by electronic transfer in immediately available funds in an aggregate amount equal to the applicable Subscription Price. Following receipt of the subscription monies in an amount equal to the aggregate Subscription Price for the Investor Securities being subscribed pursuant hereto, the Company shall issue the relevant Investor Securities. Immediately following the issue of the relevant Investor Securities, the Company shall enter the name of each Investor on the Company’s shareholders’ register and other relevant register, as the holder of the number of Investor Securities as set out on the Schedule of Investors.

3. Warranties by the Investors Regarding the Subscription. In connection with the subscription and issuance of Investor Securities hereunder, each Investor warrants to the Company and to each other Investor with respect to itself that:

(a) this Agreement constitutes (assuming due authorization, execution and delivery by the other parties hereto) a legal, valid and binding obligation of such Investor, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)), and, except as would not materially and adversely affect the ability of the Investor to carry out its obligations under this Agreement, the execution, delivery and performance of this Agreement by such Investor does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Investor is a party or any judgment, order or decree to which such Investor is subject;

(b) the Investor Securities to be acquired by such Investor pursuant to this Agreement shall be acquired for such Investor’s own account, for the account of an Affiliate or for the account of an employee of an Affiliate and not with a view to, or

7

intention of, distribution thereof in violation of any applicable securities laws and such Investor Securities shall not be disposed of in contravention of any applicable securities laws; and

(c) each Investor who is a U.S. Person is (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Investor Securities, (iii) able to bear the risk of his, her or its investment in the Investor Securities for an indefinite period of time, and (iv) aware that transfer of the Investor Securities may not be possible because (A) such transfer is subject to contractual restrictions on transfer set forth in this Agreement, and (B) the Investor Securities have not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available.

Upon the completion of the transactions contemplated by this Agreement, each Investor shall own the number of Investor Securities set out opposite such Investor’s name on the Schedule of Investors attached hereto.

4. The Board.

(i) The Board shall consist of up to three (3) directors all appointed by the Bain Investors. Initially the first two (2) directors shall be: Ailbhe Jennings and Michel Plantevin.

(ii) The number of Board directors may be increased or decreased as may be approved by the Bain Investors. Any director may be removed (with or without cause) from time to time and at any time and any vacancy may be filled as requested by the Bain Investors.

(iii) Except as otherwise provided in this Agreement and subject to applicable law and fiduciary duties, the Board shall have full and complete discretion to manage and control the business and affairs of the Company, and make all decisions affecting the business and affairs of the Company and take all such actions necessary or appropriate to accomplish the purposes of the Company.

(iv) Notwithstanding anything to the contrary in this Agreement, any Board director, acting solely in its capacity as such, shall not have the right, power or authority to act as an agent of the Bain Investors.

(v) Each Other Investor shall vote for consent and raise no objections to (i) the appointment to the Board of any director designated by the Bain Investors and (ii) the removal of any director from the Board as proposed by the Bain Investors.

(vi) Each Investor shall take any and all action within its power and control in its capacity as a shareholder of the Company to give effect to the provisions of this Agreement (including, but not limited to, the provisions of this Section 4).

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5. Restrictions on Transfer of Investor Securities.

(a) General Restrictions. No holder of Other Investor Securities shall sell, transfer, assign, pledge, hypothecate or otherwise dispose of, directly or indirectly (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), any interest in such holder’s Investor Securities (a “Transfer”) without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except pursuant to (i) Section 5(c) (Permitted Transfers) (ii) Section 6 (Tag Along Rights), (iii) Section 7 (Required Sale), (iv) Section 8 (Right of First Offer), (v) a Public Sale, or (vi) the Registration Rights Agreement.

(b) Indirect Transfer Restrictions. Each Investor, other than the Dow Investor, agrees that it will not, without the prior written consent of the Company, in the case of any holder of an interest in Investor Securities that is (x) an Affiliate of an Investor, and (y) not a natural Person, (i) permit the issuance of additional interests in itself or any of its Affiliates; or (ii) make any transfer of any interest to any Investor Securities which, if made by the direct holder of such Investor Securities, would not be permitted by the terms of this Agreement. Prior to the consummation of the sale or issuance of equity securities in the Dow Investor to a Person that is not a wholly owned Affiliate of TDCC (or its successors), the Dow Investor shall transfer its Investor Securities to TDCC or a wholly owned Affiliate of TDCC. Notwithstanding anything contained herein to the contrary, nothing contained herein shall restrict any transfer or issuance of Equity Securities or any other securities in TDCC (or any of its successors) or any merger, consolidation, reorganization, business combination or other transaction or series of transactions involving Equity Securities or any other securities in TDCC (or any of its successors).

(c) Permitted Transfers. Notwithstanding anything to the contrary in this Agreement, the restrictions set out in this Section 5 shall not apply with respect to any Transfer of Investor Securities by a holder of Bain Securities to one or more of its Affiliates and by the Dow Investor to an Affiliate which is a wholly owned direct or indirect Subsidiary of the Dow Investor or TDCC, or any of their successors, provided that: (i) the restrictions on Transfer contained in this Section 5 shall continue to be applicable to the Investor Securities after any such Transfer to an Affiliate; and (ii) any Investor Securities Transferred pursuant to this Section 5 to an Affiliate of a transferor shall be returned to such transferor promptly upon such transferee’s ceasing to be an Affiliate of the transferor. The Company hereby undertakes, and is required to, and the Investors shall cause the Company, to give effect to any Transfer of Investor Securities which is expressly permitted by this Agreement.

(d) Transfer Procedures. Prior to transferring any Investor Securities (other than pursuant to Section 7 (Required Sale) or pursuant to a Public Sale) to any Person (including, for the avoidance of doubt, to an Affiliate), the transferring holders of Investor Securities shall cause the prospective transferee to be bound by this

9

Agreement, to execute and deliver to the Company a counterpart of this Agreement or Deed of Adherence and to execute and deliver to the Company the Power of Attorney. Thereafter, other than pursuant to Section 6 (Tag Along Rights) in the case of a Transfer by a Bain Investor, such transferee shall become, and thereafter be, a Bain Investor with respect to the terms of this Agreement; in the case of a Transfer by the Dow Investor, such transferee shall become, and thereafter be, a Dow Investor with respect to the terms of this Agreement; and in the case of a Transfer by an Other Investor such transferee shall become, and shall thereafter be, an Other Investor with respect to the terms of this Agreement.

(e) Transfers in Violation of this Agreement. Any Transfer or attempted Transfer of any Investor Securities in violation of any provision of this Agreement shall be void and of no effect, and the Company shall not give effect to such Transfer nor record such Transfer on its books or treat any purported transferee of such Investor Securities as the owner of such Investor Securities for any purpose.

(f) Termination of Restrictions. The restrictions set out in this Section 5 shall continue with respect to each Investor Security until such Investor Security has been transferred in a Public Sale or a Sale of the Company.

6. Tag Along Rights.

(a) Delivery of Investor Sale Notice. At least thirty (30) days prior to any Transfer of any or all Bain Investor Securities (other than pursuant to (i) a Public Sale; (ii) any Transfer of Investor Securities among the Bain Investors or to one or more of their Affiliates in accordance with Section 5(b) (Restrictions on Transfer of Investor Securities); (iii) any Transfer pursuant to Section 7 (Required Sale), if a Required Sale Notice has been delivered; or (iv) the Registration Rights Agreement), each Bain Investor making such Transfer (the “Transferring Securityholder”) shall deliver a written notice (the “Bain Investor Sale Notice”) to the Other Investors, specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Transfer, including copies of any definitive agreements.

(b) Election to Participate. Any holder of Other Investor Securities may elect to participate (a “Participating Securityholder”) in the contemplated Transfer by delivering written notice (the “Participation Notice”) to the Transferring Securityholder within fifteen (15) days after delivery of the Bain Investor Sale Notice is deemed to be given pursuant to Section 25 (Notices), which Participation Notice shall specify the number of Other Investor Securities that such Participating Securityholder desires to include in the contemplated Transfer. If any holders of Other Investor Securities have elected to participate in such Transfer, the Transferring Securityholder and such Participating Securityholders shall be entitled to sell in the contemplated Transfer as set out below in Section 6(c). If no Other Investor delivers a Participation Notice prior to the expiration of the fifteen (15) day notice period, then the Transferring

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Securityholder may Transfer the Bain Investor Securities specified in the Bain Investor Sale Notice to the transferee identified in the Bain Investor Sale Notice on the terms and conditions set forth in the Bain Investor Sale Notice during the one hundred and twenty (120) day period immediately following the date of delivery of the Bain Investor Sale Notice (as such period may be extended, by no more than ninety (90) days, to obtain any required regulatory approvals) (the “Bain Transfer Period”). If the Transfer of such Bain Investor Securities pursuant to the Bain Investor Sale Notice has not been consummated prior to the end of the Bain Transfer Period, such Bain Investor Securities shall again be subject to this Section 6 and a separate Bain Investor Sale Notice shall be furnished, and the terms and provisions of this Section 6 shall be separately complied with, in order to consummate a Transfer of such Bain Investor Securities.

(c) Pro Rata Participation. If any holder of Other Investor Securities elects to participate in a contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Investor Securities equal to the product of: (i) the quotient determined by dividing (x) the number of Investor Securities held by such transferring Person by (y) the aggregate number of Investor Securities owned by the Transferring Securityholder and the Participating Securityholders (but, in each of (x) and (y), excluding all Unvested Securities); and (ii) the number of Investor Securities to be sold in the contemplated sale. The foregoing calculation shall be applied separately with respect to each type of Investor Securities. Each Participating Securityholder shall be required, to the extent possible, to transfer Other Investor Securities of the same type and in the same proportion as the Bain Investor Securities proposed to be transferred by the Transferring Securityholder pursuant to the Bain Investor Sale Notice.

(d) Consideration. Any Transfer pursuant to this Section 6 shall be at the same consideration per Investor Security among all Investor Securities of the same type.

(e) Prospective Transferees. No Transferring Securityholder shall transfer any of its Bain Investor Securities to any prospective transferee unless: (i) simultaneously with such Transfer, each such prospective transferee purchases from the Participating Securityholders the Other Investor Securities which the Participating Securityholders are entitled to sell to the prospective transferee pursuant to Section 6(b)-(d); or (ii) if any prospective transferee declines to allow the participation of the Participating Securityholders, simultaneously with such Transfer, the Transferring Securityholder purchases (on the same terms and conditions, subject to Section 6(f), on which its own Investor Securities were sold to the transferee) the number of Other Investor Securities from the Participating Securityholders which such Participating Securityholders would have been entitled to sell pursuant to Section 6(b)-(d). If the prospective transferee fails to purchase Other Investor Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 6 and the Transferring Securityholder fails to purchase such Other

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Investor Securities from the Participating Securityholders, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be void and of no effect pursuant to the provisions of Section 5(e).

(f) Terms of Transfer. Each holder of Investor Securities transferring Investor Securities pursuant to this Section 6 shall be obligated to: (i) provide reasonable warranties, customary for Transfers of this kind, if any, so long as such warranties shall also be provided by the Transferring Securityholder, with respect to title to and ownership of such Investor’s Securities and such Investor’s capacity to enter into and be bound by the Transfer agreement; (ii) to provide the representations and warranties, if any, to be provided by the Transferring Securityholder with respect to the Company and its Subsidiaries and their business; and (iii) pay its pro rata share (based on the proceeds to be received) of the reasonable and customary expenses incurred by the Investors in connection with such Transfer (including the reasonable fees and disbursements of one counsel (evidenced in writing), chosen by the Bain Investors, representing the Investors) but only to the extent that such costs are incurred for the benefit of all holders of Investor Securities transferring Investor Securities pursuant to this Section 6 and are not otherwise paid by the Company or the acquiring Person; and (iv) be obligated to join on a pro rata basis (based on the proceeds received) (A) in any indemnification obligation, (B) any material obligation in respect of (1) the setting up of an escrow to support indemnification or (2) the adjustment of the purchase price that the Transferring Securityholder agrees to provide in connection with such Transfer (other than any such obligations which relate specifically to a particular holder of Investor Securities such as indemnification with respect to warranties given by an Investor regarding such holder of Investor Securities’ title to and ownership of Investor Securities); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to, or otherwise be responsible for, an amount in excess of the cash proceeds, net of expenses, paid to such holder in connection with such Transfer; provided, further, that the liability resulting from any such indemnity or any other obligation in connection with such Transfer shall be several and not joint as among the indemnitors. Notwithstanding anything herein to the contrary, the Dow Investor shall not be obligated to agree to (i) a restriction on the business of the Dow Investor or any of its Affiliates or (ii) a restriction on soliciting or hiring employees of the transferee or any of its Affiliates; provided, however, that if the parties to such Transfer agreement have agreed in good faith that a portion of the purchase price be allocated to any of the restrictions described in clauses (i) or (ii) and the Dow Investor does not agree to be bound by such restrictions, then the Dow Investor’s pro rata share of the purchase price will be reduced pro rata by the amount allocated to such provisions in the Transfer agreement. The Transferring Securityholder shall represent to the Participating Securityholders, that the execution copies of the agreements provided to, and to be signed by, the Participating Securityholders in connection with this Section 6 are true, complete and accurate and there are no other agreements, arrangements or understandings between the transferee, the Transferring Securityholder, or any

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of their respective Affiliates or any Person acting on behalf of any of them, in relation to the Investor Securities being transferred pursuant to this Section 6.

(g) Termination. The rights granted pursuant to this Section 6 shall terminate upon the termination of the Transfer restrictions in Section 5.

7. Required Sale.

(a) Required Sale. If at any time the Bain Investors decide to effect a sale of more than 50% of the Bain Investor Securities or a Sale of the Company (a “Required Sale”), the Bain Investors may deliver a written notice (a “Required Sale Notice”) with respect to such proposed Required Sale at least twenty (20) days prior to the anticipated closing date of such Required Sale to each holder of Other Investor Securities specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Required Sale, including copies of any definitive agreements. In connection with a Required Sale, the Bain Investors shall include in the Required Sale, and shall require that the transferee agree to acquire in such Required Sale, all Other Investor Securities and each holder of Other Investor Securities shall, upon receipt of a Required Sale Notice, (i) raise no objections against, such sale or the process pursuant to which such sale was arranged; (ii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; and (iii) vote for and consent to any such Required Sale. Each Other Investor shall, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities in connection with the Required Sale upon the same terms and conditions as the Bain Investors transfer and sell the Bain Investor Securities pursuant to the terms of the Required Sale Notice. Each holder of Other Investor Securities shall take all actions reasonably necessary in connection with the consummation of the Required Sale as requested by the Bain Investors. If the Bain Investors do not deliver a Required Sale Notice under this Section 7, any Transfer will be subject to Section 6 (Tag Along Rights).

(b) Distributions upon a Required Sale. In the event of a Required Sale, each Other Investor who has been sent a Required Sale Notice shall receive in exchange for his, her or its Investor Securities, the same price per share that the Bain Investors are receiving from such Required Sale.

(c) Terms of Transfer. Holders of Investor Securities will bear their pro rata share (based on the amount of consideration received by such holder for his, her or its Investor Securities in such Required Sale) of the reasonable and customary costs of any sale of such Investor Securities pursuant to a Required Sale (including the reasonable fees and disbursements of one counsel (evidenced in writing), chosen by the Bain Investors, representing the Investors) but only to the extent that such costs are incurred for the benefit of all holders of Investor Securities transferring Investor Securities pursuant to this Section 7 and are not otherwise paid by the Company or the acquiring Person.

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(d) Indemnification. Each holder of Investor Securities transferring Investor Securities pursuant to this Section 7 shall be obligated to: (i) provide reasonable warranties, customary for Transfers of this kind, if any, so long as such warranties shall also be provided by the Bain Investors, with respect to title to and ownership of such Investor’s Securities and such Investor’s capacity to enter into and be bound by the Transfer agreement; and (ii) join on a pro rata basis (based on the amount of consideration to be received by such holder for his, her or its Investor Securities in such Required Sale) (A) in any indemnification obligation, (B) any material obligation in respect of (1) the setting up of an escrow to support indemnification or (2) the adjustment of the purchase price) that the Bain Investors agree to provide in connection with such Transfer (other than any such obligations which relate specifically to a particular holder of Investor Securities such as indemnification with respect to warranties given by an Investor regarding such holder of Investor Securities’ title to and ownership of Investor Securities); provided that no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to, or otherwise be responsible for, an amount in excess of the cash proceeds, net of expenses, paid to such holder in connection with such Transfer; provided, further, that the liability resulting from any such indemnity or any other obligation in connection with such Transfer shall be several and not joint as among the indemnitors. Notwithstanding anything herein to the contrary, the Dow Investor shall not be obligated to agree to (i) a restriction on the business of the Dow Investor or any of its Affiliates or (ii) a restriction on soliciting or hiring employees of the transferee or any of its Affiliates. The Bain Investors shall represent to the Other Investors transferring Investor Securities pursuant to this Section 7, that the execution copies of the agreements provided to, and to be signed by, the Other Investors in the Required Sale Notice are true, complete and accurate and there are no other agreements, arrangements or understandings between the transferee, the Bain Investors, or any of their respective Affiliates or any Person acting on behalf of any of them, in relation to the Investor Securities being transferred pursuant to this Section 7.

(e) Termination. The provisions of this Section 7 shall terminate upon the termination of the Transfer restrictions in Section 5.

8. Right of First Offer

(a) If any Other Investor proposes to Transfer any Other Investor Securities (other than pursuant to (i) a Transfer under Section 6 (Tag Along Rights) or Section 7 (Required Sale); (ii) a Public Sale; (iii) the Registration Rights Agreement; (iv) a Transfer to a Permitted Transferee; or (v) a Transfer to any of the Bain Investors), any Other Investor desiring to make such Transfer (the “Transferring Other Investor”) shall give written notice (the “ROFO Sale Notice”) to the Company. The ROFO Sale Notice shall (i) disclose in detail the number of securities to be Transferred, the price at which the securities are proposed to be Transferred, and the other material terms and conditions of the proposed Transfer and (ii) include

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an irrevocable offer to purchase the securities to be Transferred at such price and on such terms.

(b) The Company may elect to purchase directly or through one or more designees or Affiliates (the “ROFO Purchaser”) all (but not less than all) of the Other Investor Securities proposed to be Transferred on the terms and conditions set forth in the ROFO Sale Notice by delivering a written notice of such election to the Transferring Other Investor within twenty (20) days after the ROFO Sale Notice has been given (the “Offer Period”).

(c) If the ROFO Purchaser accepts an offer to purchase all (but not less than all) of the Other Investor Securities proposed to be Transferred in the ROFO Sale Notice in accordance with Section 8(b), the ROFO Purchaser shall purchase from the Transferring Other Investor, and the Transferring Other Investor shall sell to the Company, such number of Other Investor Securities as to which the ROFO Purchaser shall have accepted pursuant to the ROFO Sale Notice. The price per Other Investor Securities to be paid by the Company shall be the price specified in the ROFO Sale Notice, payable in accordance with the terms of the ROFO Sale Notice. The consummation of such Transfer of the Other Investor Securities to the ROFO Purchaser shall occur on a date not later than sixty (60) days (as such period may be extended to obtain any required regulatory approvals) after expiration of the Offer Period and the Transferring Other Investor shall provide no warranties or indemnities in connection with a Transfer to the ROFO Purchaser, except for warranties, customary for Transfers of this kind, with respect to title to and ownership of such Investor’s Securities and such Investor’s capacity to enter into and be bound by the Transfer agreement. The Company and the Transferring Other Investor shall use their commercially reasonable efforts to promptly obtain all required regulatory approvals and consents and to take such other actions as may be reasonably requested by the ROFO Purchaser or the Transferring Other Investor in connection with such Transfer.

(d) If within the Offer Period, the Company has not elected to exercise its right under Section 8(b), the Transferring Other Investor may transfer its Other Investor Securities to a third party transferee at a price and on terms not less favourable than those specified in the ROFO Sale Notice during the one hundred and eighty day (180) day period (as such period may be extended to obtain any required regulatory approvals) immediately following the end of the Offer Period (the “ROFO Transfer Period”).

(e) If the transfer of such Other Investor Securities pursuant to the terms of Section 8(d) has not been consummated prior to the expiration of the ROFO Transfer Period, such Other Investor Securities shall again be subject to this Section 8 and a separate ROFO Sale Notice shall be furnished, and the terms and provisions of this Section 8 shall be separately complied with, in order to consummate a Transfer of such Other Investor Securities.

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(f) Termination. The rights granted pursuant to this Section 8 shall terminate upon the termination of the Transfer restrictions in Section 5.

9. Preemptive Rights.

(a) The Company. Subject to Section 9(c), if the Company or any of its Subsidiaries proposes to issue (an “Issuance”) any Equity Securities or enter into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any Equity Securities, each of the holders of Investor Securities shall have the right (the “Preemptive Right”) to subscribe for and purchase a portion of the number or amount of each class or type of such Equity Securities offered in such Issuance equal to the percentage of all of the issued and outstanding Ordinary Shares, or any other equity securities of the Company or any of its Subsidiaries (determined on a fully-diluted basis) held by such holder of Investor Securities immediately prior to such Issuance (its “Percentage Interest”), all for the same price and upon the same terms and conditions (including in the event such Equity Securities are issued as a unit with other securities) as all other Equity Securities issued in such Issuance.

(b) Procedure. The Company shall cause to be given to the holders of Investor Securities at least thirty (30) days prior to the proposed Issuance a written notice setting forth the consideration that the Company intends to receive and the terms and conditions upon which such Equity Securities shall be issued, including copies of any definitive agreements (the “Preemptive Notice”). After receiving a Preemptive Notice, a holder of Investor Securities which desires to exercise its Preemptive Right must give notice to the Company in writing, within fifteen (15) days after the date that such Preemptive Notice is deemed given pursuant to Section 25, that such holder of Investor Securities desires to purchase all or any part of such holder’s Percentage Interest of the Equity Securities being issued in the Issuance on the date of the proposed Issuance (the “Preemptive Reply”). The closing of the acquisition pursuant to a Preemptive Reply shall occur no earlier than fifteen (15) days and no later than forty-five (45) days after delivery of the Preemptive Reply is deemed given pursuant to Section 25 (the “Issuance Closing Period”). If any holder of Investor Securities fails to make a Preemptive Reply in accordance with this Section 9(b), the Equity Securities may thereafter, for a period not exceeding ninety (90) days following the expiration of such fifteen (15) day period, be issued on terms and conditions no less favorable to the purchaser of such Equity Securities and at a price not less than the price set out in the Preemptive Notice. Any such Equity Securities not issued during such ninety (90) day period shall thereafter again be subject to the preemptive rights provided for in this Section 9. In the event that the consideration received by the Company in connection with an Issuance is property other than cash, each holder of Investor Securities may, at its election, pay the purchase price for such additional securities in such property or solely in cash. In the event that any such holder elects to pay in property other than cash, the amount thereof shall be determined based on the fair value of the consideration received or receivable by the Company in connection with the Issuance. Such fair value shall be conclusively determined by

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an investment bank of international repute appointed by the Bain Investors, and reasonably acceptable to the holders of Investor Securities participating in the Issuance, acting in good faith. In the event that the Company is issuing Equity Securities together as a unit with any debt securities, then any holders of Investor Securities participating in the Issuance, pursuant to this Section 9(b) shall have the option to purchase the same proportionate mix of all of such securities.

(c) Emergency Equity Offering.

(i) Notwithstanding any other provision in this Agreement or the Articles, in the event that the Bain Investors determine in good faith that it is in the best interest of the Company or its Subsidiaries that an Issuance otherwise subject to this Section 9 be conducted on an accelerated basis due to cash or liquidity requirements (including, but not limited to, a prospective breach of a liquidity covenant) (an “Emergency Equity Offering”), then such Issuance may be completed otherwise than in compliance with the procedures set forth in this Section 9; provided that the purchaser(s) of the Equity Securities offered pursuant to the Emergency Equity Offering shall:

(A) be required promptly, and in any event not later than ten (10) days after the date of completion of such Emergency Equity Offering, to offer to sell to the holders of Other Investors Securities such portions of the Issue as such holders of Other Investors Securities would have been entitled to subscribe for had such Issuance been effected through an offering subject to the Preemptive Rights set forth above in Section 9(a) and Section 9(b) at the price and on the other terms thereof; and

(B) not vote such Equity Securities prior to completion of the sales, if any, to holders of the Other Investors Securities pursuant to this Section 9(c).

(ii) In the event any of the transactions set forth in Section 6 (Tag Along) and Section 7 (Required Sale) occur after the date of completion of an Emergency Equity Offering and prior to the issuance of Other Investor Securities pursuant to an Other Investor exercising its Preemptive Rights under Section 9(c)(ii)(A), the Equity Securities to be issued to such Other Investor under Section 9(c)(ii)(A) shall be included for the purpose of determining the number of Other Investor Securities to be transferred in a Transfer pursuant to Section 6 (Tag Along) and Section 7 (Required Sale).

(d) The Parties agree that the terms of Section 9(a) shall not apply to: (i) the issuance or grant of Equity Securities pursuant to any management incentive plan or to officers or employees of the Company or any of its Subsidiaries pursuant to individual employment arrangements or any other equity-based employee benefits plan or arrangement; (ii) the issuance or sale of Equity Securities to a seller (other

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than an Affiliate of a Bain Investor) or its designee at a fair value to be determined as described in Section 9(b) in connection with and as consideration for the Company’s direct or indirect acquisition by merger or other business combination or otherwise of any Person, business or assets; (iii) the issuance or sale of Equity Securities to financial institutions, commercial lenders or other debt providers or their designees that are not Affiliates of the Bain Investors (excluding Sankaty Advisors which shall not be deemed to be an Affiliate for the purposes of this Section 9(c)), in connection with commercial loans or other debt financing by such financial institutions, commercial lenders or other debt providers; (iv) the issuance of Equity Securities pursuant to the terms of options or convertible or exchangeable securities or other similar securities which have been issued, sold or granted in compliance with Section 9(a); (v) the issuance of Equity Securities pursuant to a Public Offering; and (vi) the issuance of Equity Securities in connection with any pro rata stock split or stock dividend or any reorganization transaction; provided, however, that any transaction pursuant to subclauses (i)-(vi) shall be a bona fide transaction on arm’s length terms.

10. Public Offering.

(a) By the Company. If at any time the Board, acting in good faith, approves a Public Offering, each holder of Investor Securities (acting in its capacity as an Investor) shall vote for and consent to (to the extent it has any voting or consent right) and raise no objections against such Public Offering.

(b) In connection with any Public Offering subject to this Section 10, each holder of Other Investor Securities shall agree to effectuate such Public Offering as follows:

(i) If the public company vehicle (“Newco”) is to be a Luxembourg entity, the Company shall be converted into a société anonyme (public company with limited liability or S.A.) under the laws of the Grand Duchy of Luxembourg, and any Investor Securities will be reclassified as described below into the securities of Newco to be offered in such Public Offering (the “Newco Common”); or

(ii) If the Board and the managing underwriters agree that it will be more beneficial to either the Bain Investors or the Public Offering to effect the Public Offering using a Newco or a Subsidiary organized under the laws of any jurisdiction, the Company shall form or, if applicable, reorganize or recapitalize such entity, and the Other Investors shall, if requested by the Board, contribute all of their Investor Securities to such Newco or Subsidiary in exchange for common stock in Newco or the relevant Subsidiary effected on the same terms as the contribution and exchange of the Bain Investor Securities.

The Newco Common issued to the Bain Investors and the Other Investors shall be allocated on a pro rata basis.

(c) Waiver. Without limiting the generality of the foregoing, each holder of Other Investor Securities hereby waives any dissenter’s rights, appraisal rights or similar

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rights in connection with any recapitalization, reorganization and/or exchange pursuant to this Section 10.

(d) Registration, Listing and Quotation Agreement. In connection with any Public Offering, the Company and the holders of Investor Securities have entered into the Registration Rights Agreement, attached hereto as Schedule 2 For the avoidance of doubt, in the event that the Bain Investors become entitled to any registration rights in connection with a Public Offering, the Other Investors shall have the right to participate on a pro rata basis on all registrations, listings and qualifications made by the Company of with respect to the Bain Investor Securities.

11. Access to Information, Confidentiality. The Company shall cause to be provided to each Investor copies of: (i) the annual audited consolidated financial statements of the Company’s group; and (ii) the unaudited monthly and quarterly financial statements or accounts of such group consistent with the documents to be provided to the finance providers of the Bain Investors. The Company shall also comply with all U.S. income tax filing, information reporting requirements applicable to it and shall cause to be provided to each Other Investor, upon reasonable notice, such additional financial and operating data and other information regarding the Company and its Subsidiaries (or copies thereof) as such Other Investor requests in connection with, or for purposes of compliance with, any audit, investigation or other examination by any governmental authority and with securities, environmental, employment and other laws. Each Investor agrees to hold any such information provided to it or received by it pursuant hereto in the strictest confidence and not to provide such information to any other Person, save: (A) to its Affiliates and its and their respective directors, officers, employees, and advisers who need to know such information for the purposes of performing their duties and then only if it is so provided on a confidential basis; (B) where required to do so by law or regulation.

12. Management Agreement. The parties agree and acknowledge that the Bain Investors and/or any of their Affiliates will directly or indirectly earn (a) an ongoing annual management fee not to exceed in aggregate $4,000,000 payable by the Company and/or its Subsidiaries pursuant to the advisory agreement substantially in the form attached hereto in Schedule 4 and (b) a transaction fee pursuant to the transaction services agreement substantially in the form attached hereto in Schedule 4.

13. Requirement for Consent. The Company and its Subsidiaries shall not, and the Bain Investors (and their permitted transferees) shall cause the Company and its Subsidiaries not to, take any of the following actions except pursuant to the prior written consent of the Dow Investor, if, in case of the actions described in paragraph (i) to (iv) below, would have a disproportionate adverse effect on the Dow Investor as compared to the Bain Investors:

(i) Amend any of the rights attaching to any Equity Securities;

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(ii) Create, consolidate, sub-divide, issue (other than in compliance with Section 9 (Preemptive Rights)) convert, redeem, purchase or cancel any Equity Securities or reduce the share capital of the Company;

(iii) Amend or restate any of the provisions of the Articles;

(iv) (i) Dissolve, liquidate or wind up the Company or any of its Subsidiaries or (ii) commence a voluntary proceeding seeking reorganization or other similar relief;

(v) Enter into any agreement, arrangement or transaction with the Company or any of its Subsidiaries, on the one hand, and any Investor or Affiliate of an Investor on the other hand which are not on arm’s-length financial and economic terms;

(vi) Take any other action if such action would have a materially disproportionate adverse effect on the Dow Investor as compared to the Bain Investors; or

(vii) Agree or commit to any of the foregoing (i)-(vi).

14. Activities of the Company. The parties hereto agree and acknowledge that the Company shall not engage in any activities that would constitute the conduct of a trade or business for U.S. income tax purposes.

15. Additional Financing; Liability of Investors. No Investor shall be required to make any contributions or provide any financing to the Company. Except as otherwise required by law or as expressly set forth in this Agreement, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Investor shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an Investor, whether to the Company, to any of the other Investors, to the creditors of the Company or to any other third Person. Except as expressly set forth in the Articles, each Investor shall be liable only to make such payments provided for expressly herein.

16. Information. If the Company or the Bain Investors have entered into negotiations that could reasonably be expected to result in the potential Sale of the Company or any potential sale of any Bain Investor Securities, the Company and the Bain Investors shall promptly inform the Dow Investor (it being understood that such notice shall be given no later that thirty (30) days prior to the expected signing date for such transaction) and fully apprise the Dow Investor of the progress of all material negotiations of any such potential transaction, subject to the Dow Investor entering into a confidentiality agreement on customary terms relating to such information.

17. Waiver of Investor Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Investors or their respective Affiliates. The Investors hereby waive any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognize, acknowledge and agree that these duties and

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obligations to one another and to the Company are only as expressly set forth in this Agreement. Each Investor acknowledges that the other Investors and each of their respective Affiliates own and/or manage other businesses, including businesses that may compete with the Company, the other Investors and the Board. This Section 17 shall not apply to the fiduciary duties of the General Partner in relation to the Company or the Investors.

18. Restricted Securities Legend. The Investor Securities have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. Any certificate evidencing Investor Securities and any certificate issued in exchange for or upon the Transfer of any Investor Securities shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE INVESTOR SUBSCRIPTION AND SHAREHOLDER AGREEMENT, DATED AS OF 17 JUNE 2010 (THE “INVESTOR SUBSCRIPTION AGREEMENT”), AS IT MAY BE AMENDED AND MODIFIED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN SECURITYHOLDERS OF THE COMPANY AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE THEREWITH. A COPY OF THE INVESTOR SUBSCRIPTION AGREEMENT IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY.

19. Amendment and Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the holders of a majority of the Bain Investor Securities and the Dow Investor, or in the case of a waiver, by the party hereto against whom the waiver is to be effective; provided, however, that in the event that an amendment adversely and materially affects an Other Investor or group of Other Investors, such amendment will require the consent of the holders of a majority of such adversely affected Other Investor Securities. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

20. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this

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Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated, or the terms agreed to by the parties are complied with, to the greatest extent possible.

21. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or undertakings by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

22. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its respective successors and assigns and the holders of Investor Securities and the respective successors and assigns of each of them, so long as they hold Investor Securities.

23. Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that money damages would not be an adequate remedy for any non-performance or breach of the provisions of this Agreement and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), the Company and any holder of Investor Securities shall be entitled, in its sole discretion, to enforce any provision of this Agreement by a decree of specific performance and/or temporary, preliminary and permanent injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. The parties hereto agree that they will not contest the appropriateness of specific performance as a remedy.

24. Supremacy. In the event of any conflict between this Agreement and the Articles, the provisions of this Agreement shall prevail and the parties shall procure that the Articles shall be amended to such extent as may be necessary in order to remove such conflict, subject to applicable law.

25. Notices. All notices, requests, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (i) when delivered personally to the recipient; (ii) when sent

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by facsimile to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if successfully transmitted (with proof of such transmission) before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and if successfully transmitted (with proof of such transmission) on or after 5:00 p.m., local time in the jurisdiction of recipient, on the next Business Day; or (iii) upon receipt by the recipient if sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company, the Dow Investor and the Bain Investors at the addresses set out below and to any future holder of Investor Securities subject to this Agreement at such address as indicated by the Company’s records, or, in each case, at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

If to the Company:

Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile:	(212) 421-2225
Attention:	Stephen M. Zide

with a copy (which shall not constitute notice hereunder) to:

Kirkland & Ellis International LLP

601 Lexington Avenue

New York, NY 10022

United States

Telephone:	+1 212-446-4800
Fax:	+1 212-446-4900
Attention:	Eunu Chun

If to the Dow Investor:

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

Facsimile:	(989) 638-9347
Attention:	Executive Vice President and General Counsel

with a copy (which shall not constitute notice hereunder) to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

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Facsimile:	(212) 848-7179
Attention:	George A. Casey, Esq.

If to the Bain Investors

Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile:	(212) 421-2225
Attention:	Stephen M. Zide

with a copy (which shall not constitute notice hereunder) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

United States

Telephone:	+1 212-446-4800
Fax:	+1 212-446-4900
Attention:	Eunu Chun

26. Governing Law. This Agreement and any disputes or claims arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its formation (including non-contractual disputes or claims).

27. Rights of Third Parties. A Person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

28. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. This Agreement shall be executed in at least as many original counterparts as there are parties to this Agreement.

29. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all

24

other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

*    *    *    *    *

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IN WITNESS WHEREOF, this Investor Subscription and Shareholder Agreement has been executed as of the date first written above.

BAIN CAPITAL EVEREST MANAGER HOLDING SCA by its General Partner, BAIN CAPITAL EVEREST MANAGER S.À R.L.
By:	/s/ Ailbhe Jennings
	Ailbhe Jennings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager
BAIN CAPITAL EVEREST MANAGER S.À R.L.
By:	/s/ Ailbhe Jennings
	Ailbhe Jennings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager

[Signature Page to Investor Subscription and Shareholder Agreement]

IN WITNESS WHEREOF, this Investor Subscription and Shareholder Agreement has been executed as of the date first written above.

Bain Capital Fund X, L.P.
Represented by Bain Capital Partners X, L.P., acting as general partner
Itself represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
Bain Capital Europe Fund III, L.P.
Represented by Bain Capital Partners Europe III, L.P.
Itself represented by Bain Capital Investors, LLC
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Associates IV, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director

[Signature Page to Investor Subscription and Shareholder Agreement]

BCIP Trust Associates IV-B, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Trust Associates IV, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Associates IV-B, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director

[Signature Page to Investor Subscription and Shareholder Agreement]

	DOW EUROPE HOLDING B.V.
	By:	/s/ Timothy King
	Name:	Timothy King
	Title:	Authorized Representative
	By:	/s/ Stephen Doktycz
	Name:	Stephen Doktycz
	Title:	Authorized Representative

[Signature Page to Investor Subscription and Shareholder Agreement]

SCHEDULE 1

SCHEDULE OF INVESTORS

TOTAL CO-INVEST SHARES PER EACH A-F CLASS
Investor	Common Equity		Total Investment in US$
BCIP ASSOCIATES IV , L.P.		2,092.00		2,092,000.00
BCIP TRUST ASSOCIATES IV , L.P.		776.00		776,000.00
BCIP ASSOCIATES IV-B , L.P.		450.00		450,000.00
BCIP TRUST ASSOCIATES IV-B , L.P.		98.00		98,000.00
BAIN CAPITAL FUND X, LP		297,493.00		297,493,000.00
BAIN CAPITAL EUROPE FUND III, LP		297,841.00		297,841,000.00
Dow		48,750.00		48,750,000.00

SCHEDULE 2

REGISTRATION RIGHTS AGREEMENT

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

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”.

WHEREAS, the Equityholders desire to enter into this Agreement in order to provide for certain registration rights that will apply to any ordinary shares (“Ordinary Shares”) that are hereafter acquired by the Equityholders pursuant to the conversion of the Company into a corporation, the merger of the Company with or into a corporation or otherwise, or the distribution of shares of a Subsidiary of the Company by the Company to the Equityholders, in each case pursuant to, and in accordance with, Section 10 of the Shareholders Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Definitions. As used herein, the following terms shall have the following meanings:

“Affiliate” has the meaning set forth in the Shareholders Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Bain Investors” has the meaning set forth in the Preamble.

“Bain Majority Holders” means the holder(s) of a majority of the Bain Registrable Securities.

“Bain Registrable Securities” means the Registrable Securities acquired by, issued or issuable to, or otherwise owned by, the Bain Investors or any of their respective Permitted Transferees.

“Board” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York, USA.

“Company” has the meaning set forth in the Preamble.

“Corporation” means the issuer of the Ordinary Shares.

“Custody Agreement and Power of Attorney” has the meaning set forth in Section 3(g).

“Demand Registrations” has the meaning set forth in Section 2(a)(ii).

“Dow Investor” means Dow Europe Holding B.V. or any of its successors or permitted transferees under the Shareholders Agreement.

“Equity Securities” means, as applicable, (i) any Ordinary Shares, (ii) any capital stock, membership or limited liability company interests, ordinary shares or other share capital, (iii) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership or limited liability company interests, ordinary shares or other share capital or containing any profit participation features, (iv) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership or limited liability company interests, ordinary shares or other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership or limited liability company interests, ordinary shares or other share capital or securities containing any profit participation features, (v) any share appreciation rights, phantom share rights or other similar rights, or (vi) any Equity Securities issued or issuable with respect to the securities referred to in clauses (i) through (v) above in connection with a combination of shares, exchange, recapitalization, merger, amalgamation, consolidation or other reorganization.

“Equityholders” has the meaning set forth in the Preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as each may be amended from time to time.

“Executive” has the meaning set forth in the Preamble.

“Executive Registrable Securities” means Registrable Securities held by the Executive or any of his Permitted Transferees; provided, that the registration rights set forth herein will not apply to any Equity Securities acquired by the Executive pursuant to an incentive award in connection with any underwritten offering that includes a secondary sale of Registrable Securities.

“FINRA” means Financial Industry Regulatory Authority.

“Following Holdback Period” has the meaning set forth in Section 4(a).

“Free Writing Prospectus” means a free–writing prospectus, as defined in Rule 405 of the Securities Act.

“Holdback Extension” has the meaning set forth in Section 4(a).

“IPO Holdback Period” has the meaning set forth in Section 4(a).

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“Long-Form Registrations” has the meaning set forth in Section 3(a)(i).

“Majority Holders” means, at any time, the holders of a majority of the voting power of the Registrable Securities, voting together as a single class.

“Original Filing” has the meaning set forth in Section 2(a)(ii).

“Other Equity Securities” has the meaning set forth in Section 11(f)(i).

“Other Registrable Securities” means the Registrable Securities, other than the Bain Registrable Securities and the Executive Registrable Securities.

“Ordinary Shares” has the meaning set forth in the Recitals.

“Permitted Transferee” has the meaning set forth in the Shareholders Agreement.

“Person” means any natural person, partnership, firm, corporation, limited liability company, association, cooperative, joint stock company, trust, joint venture or government entity, or any department, agency or political subdivision thereof, or any other entity including without limitation any unincorporated organization, syndicate, or affiliated group.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Public Offering” means an underwritten public offering and sale of the Equity Securities of the Corporation (or any of its respective successors) pursuant to an effective registration statement under the Securities Act; provided, that a Public Offering shall not include an offering made in connection with a business acquisition or combination pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar form.

“Registrable Securities” means (i) any Equity Securities of the Corporation directly or indirectly acquired by, issued or issuable to, or otherwise owned by any party hereto (or any such party’s Permitted Transferees) on or after the date hereof; (ii) any Equity Securities of the Corporation issued or issuable (directly or indirectly) with respect to the securities referred to in clause (i) by way of a conversion, dividend, split or other division, and (iii) any Equity Securities of the Corporation or any other entity issued, distributed or issuable (directly or indirectly) with respect to the securities referred to in clause (i) in connection with a combination of securities, conversion, reclassification, replacement, recapitalization, business combination, merger, consolidation, or other reorganization and/or exchange of Equity Securities of the Corporation for other securities of the Corporation or another entity. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. Such securities will cease to be Registrable Securities when sold pursuant to Rule 144 or any offering registered under the Securities Act.

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“Registration Expenses” means all fees and expenses incident to the Corporation’s performance of or compliance with this Agreement, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten offering, (B) fees and expenses of compliance with state securities or “blue sky” laws, and (C) transfer taxes); (ii) printing, messenger, telephone and delivery expenses; (iii) fees and disbursements of counsel for the Corporation; (iv) the reasonable fees and disbursements of one (1) counsel for the holders of Registrable Securities (and one (1) local counsel, if the Corporation is not a Delaware or New York entity) , which counsel shall be chosen by the Bain Majority Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5; (vi) fees and disbursements of custodians (vii) underwriters’ fees and expenses (excluding discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities); (viii) Securities Act liability insurance, if the Corporation so desires such insurance; (ix) internal expenses of the Corporation; (x) the expense of any annual audit; (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange; and (xii) the fees and expenses of any Person, including special experts, retained by the Corporation.

“Rule 144” means Rule 144 under the Securities Act (or any similar rule then in force).

“Sale Transaction” has the meaning set forth in Section 4(a).

“SEC” shall mean the U.S. Securities and Exchange Commission, or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as each may be amended from time to time.

“Shareholders Agreement” means the Investor Subscription and Shareholders Agreement, dated as of the date hereof, by and among the Company and each of the securityholders party thereto from time to time, as such agreement may be amended or otherwise modified from time to time.

“Short-Form Registrations” has the meaning set forth in Section 2(a)(i).

“Subsidiary” has the meaning set forth in the Shareholders Agreement.

2. Demand Registrations.

(a) Requests for Registration.

(i) Subject to the terms and conditions of this Section 2, at any time after the date of this Agreement, the Bain Majority Holders may request registration under the Securities Act of all or a portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registrations”), if

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available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”

(ii) Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within seven (7) days after the filing of a Demand Registration (“Original Filing”), the Corporation will give written notice of such registration to all other holders of Registrable Securities (including the Dow Investor) and will include (subject to the provisions of this Agreement, including Section 2(d) below) in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the Corporation’s notice; provided, that if an Other Investor requests to be included in such Demand Registration, then during the period from the Original Filing until the Registrable Securities of such Other Investor have been effectively included in such registration (and all such related registrations, qualifications, requirements and related underwriting), the Corporation and the Bain Investors shall not sell any of the Registrable Securities included in the Original Filing.

(b) Long-Form Registrations. The Bain Majority Holders will be entitled to five (5) Long-Form Registrations and the Corporation will pay all Registration Expenses associated therewith. A registration will not count as such a permitted Long-Form Registration until it has become effective and unless the holders of Bain Registrable Securities are able to register and sell at least 90% of the Bain Registrable Securities requested to be included in such registration; it being understood and agreed that the requisite holders of Bain Registrable Securities making a request for a Demand Registration hereunder may withdraw from such registration at any time prior to the effective date of such Demand Registration, in which case such request will not count as one of the permitted Demand Registrations for such holders, irrespective of whether or not such registration is effected.

(c) Short-Form Registrations. The Bain Majority Holders will be entitled to request an unlimited number of Short-Form Registrations and the Corporation will pay all Registration Expenses associated therewith. Demand Registrations will be Short-Form Registrations whenever the Corporation is permitted to use any applicable short form. After the Corporation has become subject to the reporting requirements of the Exchange Act, the Corporation will use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities.

(d) Priority on Demand Registrations. The Corporation will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Bain Majority Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, then the Corporation will include in such registration, (i) first, the number of Registrable Securities

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requested to be included in such registration pro rata among the holders of Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the number of Registrable Securities owned by each such holder, and (ii) second, any other securities of the Corporation requested to be included in such registration pro rata on the basis of the number of such other securities requested to be included therein by each such holder.

(e) Restrictions on Demand Registrations. The Corporation will not be obligated to effect any Demand Registration (i) within six (6) months after the effective date of a previous Long-Form Registration or within three (3) months after the effective date of a previous Short-Form Registration or (ii) if the Corporation shall furnish to the holders requesting such Demand Registration a certificate stating that in the good faith judgment of the Board, it would be materially harmful to the economic prospects of the Corporation for such Demand Registration to be effected at such time, in which event the Corporation shall have the right to defer such filing for a period of not more than 120 days after receipt of the initial request for the Demand Registration; provided that such right to delay a request shall be exercised by the Corporation not more than once in any twelve-month period; provided, further, that in such event, the holders of Bain Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Corporation shall pay all Registration Expenses associated therewith.

(f) Selection of Underwriters. In the case of a Demand Registration for an underwritten offering, the Corporation will have the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) must be reasonably acceptable to the Bain Majority Holders.

(g) Other Registration Rights. Except as provided in this Agreement, the Corporation will not grant to any Persons the right to request the Corporation to register any Equity Securities of the Corporation, without the prior written consent of the Bain Majority Holders.

(h) Executive Registrable Securities. Notwithstanding anything to the contrary set forth herein, Executive Registrable Securities shall be included in a registration pursuant to this Section 2 only if, and only to the extent that, the managing underwriters advise the Company in writing that in their opinion such Executive Registrable Securities can be sold therein without adversely affecting the marketability of such offering.

3. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Corporation proposes to register any of its Equity Securities under the Securities Act (other than pursuant to (i) the Corporation’s initial Public Offering (but only if the applicable underwriters request that only securities owned by the Corporation be included in such offering), (ii) a Demand Registration (which shall be governed by Section 2 hereof), (iii) in connection with a registration, the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”) or (iv) a registration statement on Form S-8 or S-4 or any similar or successor form) and the registration form to be

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used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will, subject to the provisions of this Agreement, include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) days after the receipt of the Corporation’s notice.

(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, the Corporation will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, the Corporation will include in such registration (i) first, the securities the Corporation proposes to sell, (ii) second, the number of such Registrable Securities requested to be included in such registration pro rata among the holders of Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the number of Registrable Securities owned by each such holder, and (iii) third, any other securities of the Corporation requested to be included in such registration pro rata on the basis of the number of such other securities requested to be included therein by each such holder.

(c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Corporation’s securities the Corporation will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, the Corporation will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration by the holders of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by such holder, and (ii) second, other securities, if any, requested to be included in such registration pro rata on the basis of the number of such other securities requested to be included therein by each such holder.

(d) Selection of Underwriters. In the case of a Piggyback Registration that is an underwritten offering, the Corporation will have the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) must be reasonably acceptable to the Bain Majority Holders.

(e) Other Registrations. If the Corporation has previously filed a registration statement with respect to Registrable Securities pursuant to Section 2 or this Section 3, and if such previous registration has not been withdrawn or abandoned, the Corporation will not file or cause to be effected any other registration of any of its Equity Securities or securities convertible

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or exchangeable into or exercisable for its Equity Securities under the Securities Act (except on Forms S-4 or S-8 or any similar or successor forms), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least six (6) months has elapsed from the effective date of such previous registration, unless the Bain Majority Holders otherwise agree in writing.

(f) Obligations of Seller. During such time as any holder of Registrable Securities may be engaged in a distribution of securities pursuant to an underwritten Piggyback Registration, such holder shall distribute any Registrable Securities held by such holder only under a registration statement and solely in the manner described therein.

(g) Custody Agreement and Power of Attorney. Upon delivering a request under this Section 3, each holder (other than the holders of Bain Registrable Securities) that delivers such request will, if requested by the underwriters, execute and deliver a custody agreement and power of attorney in customary form and substance and otherwise reasonably satisfactory to the Corporation and the Dow Investor with respect to such Registrable Securities to be registered pursuant to this Section 3 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to the Corporation) a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed share powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such holder’s behalf with respect to the matters specified therein. Such holder also agrees to execute such other agreements as the Corporation may reasonably request to further evidence the provisions of this Section 3(g).

(h) Obligations of the Corporation. The Corporation shall not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in Section 2(d) and paragraphs (b) and (c) above.

(i) Registration Expenses. The Corporation will pay all Registration Expenses in connection with any Piggyback Registration whether or not such Piggyback Registration has become effective.

(j) Executive Registrable Securities. Notwithstanding anything to the contrary set forth herein, Executive Registrable Securities shall be included in a registration pursuant to this Section 3 only if, and only to the extent that, the managing underwriters advise the Company in writing that in their opinion such Executive Registrable Securities can be sold therein without adversely affecting the marketability of such offering.

4. Holdback Agreements.

(a) No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of any Equity Securities of the Corporation, or any securities convertible into or exchangeable or

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exercisable for any such Equity Securities, during the period beginning on the date the Corporation delivers notice of such offering to such holder and through the date that is 180-days after the effective date of the Corporation’s initial Public Offering (the “IPO Holdback Period”), except as part of such initial Public Offering. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations (other than the initial Public Offering), no holder of Registrable Securities shall effect any such Sale Transaction during the period beginning on the date the Corporation delivers notice of such offering to such holder and through the date that is ninety (90) days after, the effective date of such Public Offering (each, a “Following Holdback Period”), except as part of such Public Offering. If (i) the Corporation issues an earnings release or other material news or a material event relating to the Corporation and its Subsidiaries occurs, in either case during the last seventeen (17) days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or any Following Holdback Period (as applicable), the Corporation announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4) or any similar rule then in effect, the IPO Holdback Period or any Following Holdback Period (as applicable) shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Corporation may impose stop-transfer instructions with respect to the Equity Securities (or other securities) subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. The foregoing restrictions shall not prohibit transfers of Equity Securities by the Executive to family members or for the Executive’s estate planning purposes.

(b) The Corporation (i) shall not effect any public sale or distribution of its Equity Securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) day period prior to and during such period of time as may be determined by the underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (not to exceed one hundred and eighty (180) days in connection with the Corporation’s initial Public Offering or ninety (90) days in all other cases, except in each case as extended during the period of any Holdback Extension), except as part of such underwritten registration or pursuant to registrations on Form S–8 or any successor form and unless the underwriters managing the registered public offering otherwise agree in writing, and (ii) shall use its reasonable best efforts to cause each holder of at least 1% (on a fully-diluted basis) of its Equity Securities or any securities convertible into or exchangeable or exercisable for Equity Securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (as extended by any Holdback Extension), except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered public offering otherwise agree in writing.

5. Registration Procedures. Whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to this Agreement, the Corporation will use its reasonable best efforts to effect the registration and the sale of such Registrable

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Securities in accordance with the intended method of disposition thereof. Pursuant thereto, the Corporation will as expeditiously as possible:

(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to one counsel selected by the Bain Majority Holders copies of all such documents proposed to be filed which documents shall be subject to the review and comment of such counsel, and include in any Short-Form Registration such additional information reasonably requested by the holders of a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws;

(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the lesser of (x) 180 days and (y) such shorter period which will terminate when all Registrable Securities covered by the registration statement have been sold and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);

(e) notify each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the SEC or any state securities

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authority for the amendment or supplementing of such registration statement or prospectus or for additional information, (iii) promptly after it receives notice thereof, of the issuance by the SEC or any state securities authority of any stop order suspending such registration statement or the initiation of any proceedings for that purpose, (iv) promptly after receipt thereof of any notification with respect to the suspension of qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act that includes the happening of any event the result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Corporation will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (and the period of effectiveness of such registration statement provided for in Section 5(b) shall be extended by the number of days from and including the date such notice is given to the date such amended or supplemented prospectus has been delivered under this Section 5(e));

(f) prepare and file promptly with the SEC, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Corporation shall use its reasonable best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

(g) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by the Corporation are then listed or traded;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, using commercially reasonable efforts to have officers and senior management of the Corporation and its Subsidiaries, participate in “road shows,” investor presentations and marketing events and effecting an Equity Security split or a combination of Equity Securities);

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(j) make available at reasonable times for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement subject to the applicable Person(s) executing a nondisclosure agreement in reasonable form and substance if reasonably required by the Corporation;

(k) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of the registration statement (or, if such information is not available, the most recently available information), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as reasonably practicable;

(l) permit any holder of Registrable Securities who, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling Person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Corporation in writing, which in the reasonable judgment of such holder and its counsel should be included;

(m) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Equity Securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Corporation shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its reasonable best efforts to promptly obtain the withdrawal of such order;

(n) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(o) use its reasonable best efforts to obtain a “cold comfort” letter from the Corporation’s independent public accountants in customary form, addressed to each of the underwriters, as applicable, and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a majority of the Registrable Securities being sold or managing underwriters reasonably request;

(p) provide a legal opinion of the Corporation’s outside counsel addressed to the Company and the holders of Registrable Securities, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the

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closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form, and reasonably acceptable to the managing underwriters, and covering such matters of the type customarily covered by legal opinions of such nature;

(q) use reasonable best efforts to cooperate and assist in any filings required to be made with FINRA; and

(r) take such other actions and deliver such other documents and instruments as may be reasonably necessary to facilitate the registration and disposition of Registrable Securities as contemplated hereby.

If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Corporation and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling Person of the Corporation, such holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such holder and presented to the Corporation in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Corporation’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Corporation, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided, that with respect to this clause (ii), such holder shall furnish to the Corporation an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Corporation.

6. Registration Expenses. Unless otherwise provided herein, the Corporation shall pay all Registration Expenses, including, without limitation, (i) its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (ii) the expense of any annual audit or quarterly review, (iii) the expense of any liability insurance, and (iv) the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Corporation are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

7. Indemnification.

(a) The Corporation agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its partners, members, officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, actions, damages, liabilities and expenses arising out of, caused by or based upon (i) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading. The Corporation shall

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reimburse such holder, partners, members, director, officer or controlling Person for any legal or other expenses reasonably incurred by such holder, partner, member, director, officer or controlling Person in connection with the investigation or defense of such loss, claim, damage, liability or expense; provided, however, that the Corporation shall not be liable under this Section 7(a) for any such loss, claim, damage, liability and expense to the extent it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished by such holder to the Corporation expressly for use therein. In connection with an underwritten offering, the Corporation will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such registration statement or prospectus and each holder of Registrable Securities (other than the Executive), to the extent permitted by law, will, severally and not jointly, (i) indemnify the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus, any amendment thereof, supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of the Securities Act) for any legal or other expenses reasonably incurred by such Persons in connection with the investigation or defense of such loss, claim, damage, liability or expense, but in the case of the foregoing clauses (i) and (ii), only to the extent the untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished by such holder to the Corporation expressly for use therein; provided, that the liability of each holder hereunder will be limited to the net amount of proceeds actually received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, that failure to give such notice shall not affect the right of such Person to indemnification hereunder unless such failure is materially prejudicial to the indemnifying party’s ability to defend such claim, and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party unless either (A) in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or (B) there are one or more legal defenses available to such indemnified party which are substantially different from or additional to those available to the indemnifying party. If such defense is assumed, the

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indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its prior written consent, which will not be unreasonably withheld. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel, in addition to local counsels, if any, for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, manager, partner or controlling Person of such indemnified party and will survive the transfer of securities. The Corporation and each holder of Registrable Securities (other than the Executive) also agree to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the indemnification provided for herein is unavailable for any reason.

(e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities (other than the Executive), to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 7(e) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

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(g) To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering conflict with the foregoing provisions, the provisions in this Agreement shall control.

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person(s) entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided, that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and/or executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in each case that are customary for such registrations and are reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution, or to undertake any indemnification obligations to the Corporation with respect thereto, except as provided in Section 7 hereof. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Corporation and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4 or that are necessary to give further effect thereto.

9. Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Corporation agrees to use its reasonable best efforts to:

(a) make and keep current public information available, within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Corporation under the Securities Act and Exchange Act (after it has become subject to such reporting requirements); and

(c) so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request, a written statement by the Corporation as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90) days after the effective date of the first registration statement filed by the Corporation for an offering of its securities to the general public), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Corporation; and such other reports and documents as such Person may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

10. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be

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deemed to have been given (i) when delivered if delivered personally, sent via a nationally recognized overnight courier, or sent via facsimile or via e-mail to the recipient, or (ii) upon receipt by the recipient if sent by certified or registered mail, return receipt requested. Such notices, demands and other communications will be sent to any Equityholder at such Equityholder’s address listed in the Corporation’s books and records for such Equityholder, and to the Company at the address indicated below:

To the Company:

Bain Capital Everest Manager Holding SCA

9A, Parc d’Activité Syrdall

L-5365 Munsbach

Grand Duché de Luxembourg

Attn: Michel Plantevin

E-mail: mplantevin@baincapital.com

and with a copy, which shall not constitute notice, to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Eunu Chun

Facsimile No.: (212) 446-6460

E-mail: eunu.chun@kirkland.com

or such other address, telecopy number or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

11. Miscellaneous.

(a) No Inconsistent Agreements. The Company (or, if applicable, the Corporation) will not enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b) Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that money damages would not be an adequate remedy for any non-performance or breach of the provisions of this Agreement and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), the Company and any Equityholder shall be entitled, in its sole discretion, to enforce any provision of this Agreement by a decree of specific performance and/or temporary, preliminary and permanent injunctive relief (without posting a bond or other security) in order to

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enforce or prevent any violation of the provisions of this Agreement. The parties hereto agree that they will not contest the appropriateness of specific performance as a remedy.

(c) Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Equityholders or the Company unless such modification or amendment is approved in writing by the Company (by action of the Board), the Majority Holders and the Dow Investor. Any modification, amendment or waiver to which such written consent is obtained will be binding upon the Company and all Equityholders. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(d) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns, including the Corporation and any other company which is a successor to the Company or the Corporation, and the Equityholders and any Permitted Transferees of Registrable Securities, who executes and delivers to the Company or the Corporation a joinder to this Agreement in the form of Exhibit A attached hereto, and the respective successors, heirs and assigns of each of them, so long as they hold Registrable Securities.

(e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

(f) Agreement to Amend.

(i) In the event a restructuring of the Company or any of its Subsidiaries is effected, such that the equity securities of the Company or any of its Subsidiaries would be converted and reclassified or exchanged for any equity securities, other than Ordinary Shares (“Other Equity Securities”), then the parties hereto agree that Ordinary Shares shall include such Other Equity Securities and shall amend this Agreement as necessary to apply to such Other Equity Securities.

(ii) The parties hereto acknowledge and agree that this Agreement has been prepared with a view of a Public Offering in the United States and that the terms hereof shall apply to a public offering in any other jurisdiction. In the event a registration or qualification of Equity Securities or Other Equity Securities with a regulatory authority, a stock exchange or a quotation system is effected, or a similar action is taken, in any jurisdiction other than the United States, then the parties hereto shall amend this Agreement as necessary to reflect the applicable

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practices and legal requirements in such jurisdiction, but preserve the substance of the commercial agreement between the parties hereto reflected in the Agreement

(iii) The parties hereto agree to, and the Bain Investors shall cause the Company and its Subsidiaries to, take, or cause to be taken, all appropriate action, to do, or cause to be done, all things necessary under applicable law, and to execute and deliver such documents and other papers as may be required to carry out the provisions of this Section 11(f).

(g) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon the Equityholder who executed the same, but all such counterparts shall constitute the same agreement. The execution of this Agreement by any of the parties may be evidenced by way of a facsimile transmission of such party’s signature, a photocopy of such facsimile transmission or other electronic means, and such facsimile or other electronic signature shall be deemed to constitute the original signature of such party hereto.

(h) Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(i) Time is of the Essence; Computation of Time. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder shall fall upon a Saturday, Sunday, or any date on which commercial banks in the State of New York are authorized to be closed, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding Business Day.

(j) Descriptive Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

(k) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, LEGAL ACTION OR PROCEEDING IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE VALIDITY, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

(l) Venue; Submission to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK AND EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL

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ACTION OR PROCEEDING, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO HIM OR IT AT THE ADDRESS AS PROVIDED IN SECTION 10 HEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH HE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(m) Entire Agreement. This Agreement and the Shareholders Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining hereto.

(n) Number and Gender. Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine and feminine, and the singular shall include the plural.

(o) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(p) Further Assurances. Each party to this Agreement will execute and deliver such further instruments and take such additional actions, as any other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.

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IN WITNESS WHEREOF, this Registration Rights Agreement has been executed as of the date first written above.

BAIN CAPITAL EVEREST MANAGER
HOLDING SCA by its General Partner, BAIN
CAPITAL EVEREST MANAGER S.À R.L.
By:	/s/ Ailbhe Jenniings
	Ailbhe Jenniings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager
BAIN CAPITAL EVEREST MANAGER S.À R.L.
By:	/s/ Ailbhe Jenniings
	Ailbhe Jenniings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager

[signature page to the Registration Rights Agreement]

IN WITNESS WHEREOF, this Registration Rights Agreement has been executed as of the date first written above.

Bain Capital Fund X, L.P.
Represented by Bain Capital Partners X, L.P., acting as general partner
Itself represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
Bain Capital Europe Fund III, L.P.
Represented by Bain Capital Partners Europe III, L.P.
Itself represented by Bain Capital Investors, LLC
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Associates IV, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director

[signature page to the Registration Rights Agreement]

BCIP Trust Associates IV-B, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Trust Associates IV, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Associates IV-B, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director

[signature page to the Registration Rights Agreement]

	DOW EUROPE HOLDING B.V.
By:	/s/ Timothy King
	Name:	Timothy King
	Title:	Authorized Representative
By:	/s/ Stephen Doktycz
	Name:	Stephen Doktycz
	Title:	Authorized Representative

[signature page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

By:	/s/ Christopher Pappas
	Name: Christopher Pappas

[Signature Page to Registration Rights Agreement]

EXHIBIT A

FORM OF JOINDER TO

REGISTRATION RIGHTS AGREEMENT

THIS JOINDER to the Registration Rights Agreement dated as of June     , 2010, by and among [—], a company organized under the laws of Luxembourg (the “Company”), and the Equityholders party thereto (the “Registration Rights Agreement”), is made and entered into as of [                    ], by and between the Company and [                                ] (“Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Registration Rights Agreement.

WHEREAS, Holder has acquired certain [Registrable Securities] from [                                ].

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

(A) Agreement to be Bound. Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Registration Rights Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto and shall be deemed an Equityholder for all purposes thereof. In addition, Holder hereby agrees that all Registrable Securities held by Holder shall be deemed [Bain Registrable Securities] / [Executive Registrable Securities] / [Other Registrable Securities].

(B) Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors, heirs and assigns and Holder and its successors, heirs and assigns.

(C) Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

(D) Notices. For purposes of Section 10 of the Registration Rights Agreement, all notices, demands or other communications to the Holder shall be directed to:

[Name]

[Address]

(E) Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(F) Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

*    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Registration Rights Agreement as of the date first written above.

[                                         ]
By:
	Name:
	Title:
[HOLDER]
By:
	Name:
	Title:

SCHEDULE 3

DEED OF ADHERENCE

THIS DEED is made the      day of [        ] 20          by [        ] of [        ]

WHEREAS:

(A) On [the date of issue or transfer of Securities] [        ] of [        ] (the “New Securityholder”) [acquired/was issued] from [        ] (the “Transferor” / “Company”) Class [-] Ordinary Shares (collectively, the “Securities” in the capital of Bain Capital Everest Managers Holding SCA (the “Company”) at an aggregate purchase/subscription price of [        ].

(B) This agreement is entered into in compliance with the terms of the Investor Subscription and Shareholder Agreement dated as of June 2010, between the Company, the Dow Investor (as defined therein) and the Bain Investors (as defined therein) (which agreement is herein referred to as the “Agreement”).

NOW THEREFORE IT IS HEREBY AGREED as follows:

1. The New Securityholder hereby agrees to be bound by the Agreement in all respects as if the New Securityholder were an original party to the Agreement and to perform:

(a) all the obligations of [a Bain Investor] [an Other Investor] in that capacity thereunder; and

(b) all the obligations expressed to be imposed on such a party to the Agreement, in both cases, to be performed on or after the date hereof.

2. The transfer of the Securities to the New Securityholder was made pursuant to Section [-] of the Articles. The New Securityholder hereby undertakes and covenants to forthwith re-transfer the Securities back to the Transferor if the grounds upon which such transfer was permitted cease to exist.

3. This Agreement is made for the benefit of:

(a) the original and current parties to the Agreement; and

(b) any other person or persons who may after the date of the Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Agreement and be permitted to do so by the terms thereof:

and this Deed shall be irrevocable without the consent of the Company for so long as the New Securityholder holds any Securities in the capital of the Company.

4. Words and expressions defined in the Agreement shall bear the same meanings herein (unless the context otherwise requires).

5. This Agreement shall be governed by and shall be construed in accordance with the laws of England. The competent courts of England shall have exclusive jurisdiction in respect of any matter of dispute arising hereunder.

IN WITNESS WHEREOF this Deed of Adherence is executed as a deed on the date and year first above written.

[        ]

in the presence of:

Witness

Name

SCHEDULE 4

PART A

ADVISORY AGREEMENT

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”) is made and entered into as of June 2010 by and amongst Bain Capital 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.

WHERAS, the Companies desire to retain the Advisors, and the Advisors desire to be retained, to provide the services described herein to the Companies and their respective Subsidiaries and Affiliates (each Subsidiary and Affiliate, a “Beneficiary Affiliate” and, together, the “Beneficiary Affiliates”);

WHEREAS, the parties desire to establish a framework agreement to outline the terms of their overall relationship;

WHEREAS, for business planning and budgeting purposes, the parties desire to establish a firm basis for the fees to be paid for such services over the term of this Agreement, and to establish a procedure for determining subsequent fees on the basis of fixed amounts covering annual extensions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Term. This Agreement shall be in effect for an initial term commencing on the date of this Agreement and ending on the tenth (10th) anniversary thereof (the “Term”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisors provide written notice to the Companies or the Companies provide written notice to the Advisors of its/their desire to terminate this Agreement at least ninety (90) days prior to the expiration of the Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the tenth (10th) anniversary of the date of this Agreement upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from a non-breaching party requiring cure, (ii) the earlier of (A) consummation of a Change of Control, or (B) an Initial Public Offering (and in each case this Agreement shall terminate automatically without further act of the parties); or (iii) written consent of the parties.

2. Advisory Services. The Advisors shall perform or cause to be performed certain advisory services, as further described below (collectively, the “Advisory Services”), for the benefit of the Companies and the Beneficiary Affiliates. The Advisory Services may include, without limitation, support and advice in connection with the following and services of the following categories:

(a) general executive services;

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(b) development of any business;

(c) finance-related services, including assistance in the preparation of financial projections;

(d) marketing, including monitoring of ongoing marketing plans and strategies;

(e) operations and project management;

(f) human resources including searching for and hiring of executives other than in respect of specific transactions; and

(g) other services for the Companies or any of the Beneficiary Affiliates upon which the Company and the Advisors agree.

Legal services will not be provided by the Advisors. The Advisory Services will be conducted in support of the members of management and boards of directors of the Companies and their Beneficiary Affiliates, for the avoidance of doubt, such services shall be considered provided by outside Advisors, not managers, of the Companies and their respective Beneficiary Affiliates. Pursuant to this Agreement, the Advisors shall not have any authority or power to commit either Company or any of their respective Subsidiaries to any contracts with third parties.

3. Advisory Fees.

In consideration for the performance of the Advisory Services, the Companies hereby agree to pay (or to procure that one or more of the Beneficiary Affiliates shall pay), the following fees.

(a) The Companies shall pay (in accordance with Section 3(b)) to the Advisors (or, at the Advisors’ request, their designee(s)):

(i) an aggregate annual amount equal to USD four million (USD 4,000,000) plus VAT thereon in each case where it is applicable, and

(ii) all reasonable out-of-pocket expenses incurred by each of the Advisors and/or their Affiliates in rendering the Advisory Services, including irrecoverable VAT thereon (“Advisory Expenses”),

together, (the “Advisory Fees”).

(b) The Advisory Fees shall be payable in accordance with this Section 3(b). On or before the date that is [5] Business Days following the end of each calendar quarter, the Companies shall pay to the Advisors (or at the Advisors’ request, to the designee(s)):

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(i) USD one million (USD 1,000,000) (which amount shall be pro rated in the case of any calendar quarter in which the Advisory Services are not provided for the duration of such quarter); plus

(ii) in each case where it is applicable, VAT on the amount in (i) above, plus

(iii) the Advisory Expenses incurred by the Advisors during such quarter,

and the aggregate of (i) to (iii) (inclusive) shall be referred to herein as the “Quarterly Fee”. The Quarterly Fee shall be divided between the Companies according to their (or their respective Beneficiary Affiliates’) relative use of the Advisory Services during such quarter and shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisors. Each Company, regardless of whether or not it recharges any part of its proportion of a Quarterly Fee to its Subsidiaries or Affiliates, shall be severally liable for its proportion; provided however that, if either or both of the Companies is/are prohibited from paying any portion of a Quarterly Fee by virtue of any legal or contractual restrictions, the non-payment of such portion shall not constitute a default and such portion shall be paid to the Advisors immediately upon such dates as such payment is no longer prohibited; and in the interim, such unpaid portion of each applicable Quarterly Fee shall accrue simple interest at a rate of [—] percent ([—]%) per annum (the “Accrued Quarterly Fees”)]. In the event that neither of the Companies actually uses the Advisory Services during any calendar quarter, the Quarterly Fee shall be borne equally by both Companies.

(c) Upon termination of this Agreement in accordance with Section 1, all amounts payable pursuant to Section 3(b) shall become immediately due and payable (including without limitation all amounts payable in respect of Advisory Services rendered between the termination date and the end of the previous calendar quarter) and, in addition, in the event that this Agreement is terminated upon a Change of Control which constitutes a “change in control event” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, all Advisory Fees (excluding Advisory Expenses) for the period from and including the termination date to the 10th anniversary of the date hereof shall become immediately due and payable in a single cash lump sum.

(d) Unless otherwise agreed in writing by the parties, the Advisory Fees and payment terms specified in Section 3(b) shall continue to apply during any extension, if any, of the Term of this Agreement pursuant to Section 1. If the Companies on the one hand or the Advisors on the other hand desire to modify the amount of the Advisory Fees with respect to any such extension, then, as applicable, the Companies shall provide written notice to the Advisors or the Advisors shall provide notice to the Companies at least one hundred and twenty (120) days prior to the expiration of the Term or any extension thereof. Such notice must contain a statement of the proposed change in the Advisory Fee amount and the notifying parties’ reasons for the change, taking into account the value and extent of the Advisory Services previously performed under this Agreement, as well as the notifying party’s projections of the value and extent of Advisory Services to be performed during the period of such extension.

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(e) All Advisory Fees payable to the Advisors hereunder shall be allocated between the Advisors as they shall direct the Companies by joint notice and shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisors.

4. Recharge of Fees. The Advisors acknowledge that the Companies may recharge to the respective Beneficiary Affiliates such proportion of their share of each Quarterly Fee as relates to the benefit provided to such Beneficiary Affiliates by the provision of the Advisory Services during the applicable calendar quarter. The Advisors shall, if requested, provide the Companies and/or the Beneficiary Affiliates (as relevant), with such evidence as they may reasonably request, of the Advisory Services provided for any calendar quarter.

5. Personnel. The Advisors shall provide and devote to the performance of this Agreement such partners, employees and agents of the Advisors as the Advisors shall deem appropriate to the provision of the Advisory Services required; provided, however, that no minimum number of hours is required to be devoted by the Advisors on a weekly, monthly, annual or other basis. The Companies and the Subsidiaries acknowledge that the Advisors’ services are not exclusive to the Companies and the Subsidiaries and that the Advisors will render similar services to other persons and entities.

6. Liability. None of the Advisor, its Affiliates, its sub-contractors or its agents or its or their directors and employees (collectively, the “Advisor’s Group”) shall be liable to any of the Companies or the Beneficiary Affiliates for any loss, liability, damage or expense (including without limitation attorneys’ fees) (collectively, “Loss”) arising out of or in connection with the performance of the Advisory Services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Advisory Services. Except as the Advisor may otherwise agree in writing after the date hereof: (a) each member of the Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as either of the Companies or any of the Beneficiary Affiliates or (ii) do business with any client or customer of either of the Companies or any of the Beneficiary Affiliates; (b) no member of the Advisor’s Group shall be liable to either of the Companies or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of the Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for either of the Companies or the Beneficiary Affiliates, no member of the Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to either of the Companies or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor’s Group shall be liable to either of the Companies or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to either of the Companies or any of the Beneficiary Affiliates. In no event will any member of the Advisor’s Group be liable to

4

either of the Companies or any of the Beneficiary Affiliates for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than for the Claims (as defined in Section 7 below) relating to the Advisory Services.

7. Indemnity. The Companies and the Beneficiary Affiliates shall jointly and severally defend, indemnify and hold harmless each member of the Advisors’ Group from and against any and all Losses arising from any claim by any Person with respect, or in any way related, to this Agreement (including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of any member of the Advisors’ Group. The Companies and the Beneficiary Affiliates shall jointly and severally defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against either of the Companies or the Beneficiary Affiliates and any member of the Advisors’ Group or in which any member of the Advisors’ Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by the Advisors’ Group.

8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not effect the validity, legality, or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

9. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth below.

To the Advisors:

Bain Capital LLC

Address:

Attention:

Facsimile No.:

5

Portfolio Company Advisors Limited

Address:

Attention:

Facsimile No.:

in each case with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

United States

Telephone:         +1 212-446-4800

Fax:                +1 212-446-4900

Attention:      Eunu Chun

To the Companies:

Styron Holding BV

Address:

Attention:

Facsimile No.:

Bain Capital Everest US Holding Inc.

Address:

Attention:

Facsimile No.:

in each case with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

United States

Telephone:      +1 212-446-4800

Fax:                +1 212-446-4900

Attention:      Eunu Chun

10. Certain Definitions. For purposes of this Agreement:

(a) “Accrued Quarterly Fees” has the meaning set forth in Section 3(b).

(b) “Advisors” has the meaning set forth in the preamble;

(c) “Advisors’ Group” has the meaning set forth in Section 6;

(d) “Advisory Expenses” has the meaning set forth in Section 3(a).

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(e) “Advisory Fee” and “Advisory Fees” have the meaning set forth in Section 3(a).

(f) “Advisory Services” has the meaning set forth in Section 2.

(g) “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise;

(h) “Agreement” has the meaning set forth in the preamble;

(i) “Beneficiary Affiliate” and “Beneficiary Affiliates” have the meanings set forth in the preamble;

(j) “Business Day” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in New York, New York, United States of America, London, England and the Grand Duchy of Luxembourg;

(k) “Change of Control” means any (i) sale or transfer by any of the Company or the Beneficiary Affiliates of all or substantially all of the Company’s or Beneficiary Affiliates’ respective assets on a consolidated basis, (ii) consolidation, merger or reorganization of the Company or the Beneficiary Affiliates with or into any other entity or entities as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation’s board of directors, or (iii) issuance by the Company or the Beneficiary Affiliates or sale or transfer to any third party of shares of the Company’s or Beneficiary Affiliates’ capital stock by the holders thereof as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such sale or transfer cease to own the outstanding capital stock of the Company or Beneficiary Affiliates possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors;

(1) “Claims” has the meaning set forth in Section 7;

(m) “Company” has the meaning set forth in the preamble;

(n) “Initial Public Offering” shall mean the initial public offering and sale of shares of capital stock of either of the Companies or any Beneficiary Affiliate (or any successor of any of them) for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended or equivalent foreign securities laws (other than a registration statement on Form S-4 or S-8 (or any similar or successor form));

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(o) “Loss” has the meaning set forth in Section 6;

(p) “Person” means an individual, a partnership, a corporation, a limited liability Company, an association, a joint stock Company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(q) “Quarterly Fee” has the meaning set forth in Section 3(b);

(r) “Subsidiary” and “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;

(s) “Tax” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;

(t) “Term” has the meaning set forth in Section 1; and

(u) “VAT” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.

11. Assignment. No party may assign any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided that the Advisors may, without the consent of either of the Companies, assign any of its rights and obligations under this Agreement to any of its Affiliates, whereupon, in each case, the assignor nevertheless shall remain liable for the performance of its obligations hereunder.

12. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

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13. Successors. This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.

14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

15. Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

16. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

17. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice of law or conflict of law provision or rule (whether of England and Wales or any other jurisdiction) that would cause the application of the law of any jurisdiction other than England and Wales.

18. Business Days. If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.

19. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

20. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

*    *    *    *    *

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SCHEDULE 4

PART B

TRANSACTION SERVICES AGREEMENT

TRANSACTION SERVICES AGREEMENT

This Transaction Services Agreement (this “Agreement”) is made and entered into as of [—] June 2010, by and between Bain Capital Everest US Holding Inc., a Delaware company (the “Company”) and Bain Capital 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 0.

WHEREAS, Transaction Services (as defined herein) have been rendered since [—] 2010 and shall continue to be rendered to the Company and certain of its Subsidiaries and Affiliates (each, a “Beneficiary Affiliate”) in connection with the transactions contemplated by, and consequential upon, the Acquisition Agreement and future transactions;

WHEREAS, the Company hereby confirms its wish to retain the Advisor, and the Advisor confirms its wish to be retained, to provide the Transaction Services to the Company and to each of the Beneficiary Affiliates; and

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Term. This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the tenth (10th) anniversary thereof (the “Term”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisors provide written notice of the desire to terminate this Agreement to the Company at least ninety (90) days prior to the expiration of the Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the tenth (10th) anniversary of the Effective Date upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from the other party requiring cure, (ii) the earlier of (A) consummation of a Change of Control, or (B) an Initial Public Offering (and in each case this Agreement shall terminate automatically without further act of the parties); or (iii) written agreement of the Company and the Advisor.

Transaction Services. The parties hereto agree that certain transaction-specific services, as further described below (collectively, the “Transaction Services”) shall be performed from the Effective Date for the benefit of the Company and the Beneficiary Affiliates. The Transaction Services provided may be evidenced by documentation to be agreed upon between the Company and the Advisor. The Transaction Services shall be provided in connection with the transactions described in Sections 0 and 0, and may include, without limitation, the following:

advice and support relating to the identification, negotiation and analysis of specific acquisitions and dispositions by any of the Company or the Beneficiary Affiliates, including, without limitation, any share, asset or debt purchase or disposition; advice and support relating to the negotiation of transaction-specific financing (and consideration of financing alternatives), including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

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other advice relating to transaction-specific finance, including assistance in the preparation of financial projections and monitoring of compliance with financing agreements;

advice relating to transaction-specific marketing issues, including assessment of marketing plans and strategies relating to specific transactions;

advice relating to transaction-specific human resource issues, including searching and hiring of executives with respect to specific transactions; and

other transaction-specific services for the Company or the Beneficiary Affiliates upon which the boards of directors of the Company and the Advisor agree.

Legal services will not be provided by the Advisor. The Transaction Services will be conducted in support of the members of management and boards of directors of the Company and the Beneficiary Affiliates and, for the avoidance of doubt, such services shall be considered provided by outside consultants, not managers, of the Company and the Beneficiary Affiliates. Pursuant to this Agreement, the Advisor shall not have any authority or power to commit the Company and/or its Subsidiaries to any contracts with third parties.

Transaction Fees.

In consideration for Transaction Services performed from the Effective Date for the Company or the Beneficiary Affiliates, the Company hereby agrees to pay (or to procure that any one or more Beneficiary Affiliates shall pay), the following transaction fees (collectively, the “Transaction Fees”):

In connection with the consummation of the Acquisition and transactions consequential thereon, the Company agrees to pay (or shall procure that any one or more of the Beneficiary Affiliates shall pay) a transaction fee in an aggregate amount equal to [amount in words] United States Dollars (US$[—]) (constituting [one-half] percent ([0.5]%) of the aggregate consideration for the Acquisition) plus VAT (if applicable).

In connection with (i) the consummation of each acquisition (other than the Acquisition) including, without limitation, any share, asset or debt purchase, (ii) the consummation of each divestiture including, without limitation, any share, asset or debt divestiture, (iii) the provision of advice to management regarding each transaction that results in a Change of Control of the Company or any Beneficiary Affiliate, and/or (v) debt or equity financing, by, of or involving the Company or any Beneficiary Affiliates, the Company agrees to pay (or shall procure that a Beneficiary Affiliate shall pay), to the extent lawfully permitted, an aggregate transaction fee in an amount equal to one and [one-half] percent ([1.5]%) of the aggregate consideration for such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock or other securities, purchase or sale or other disposition of assets or debt, recapitalization,

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reorganization, consolidation, tender offer, public offering, or otherwise and whether consummated directly by the Company and/or any of the Beneficiary Affiliates or indirectly by, of or involving any of their respective equity owners or corporate parents), plus VAT in each case where it is applicable.

All Transaction Fees shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisor.

Recharge of Fees. The Advisor acknowledges that the Company may recharge to the Beneficiary Affiliates such proportion of the Transaction Fees that it pays and as relates to the benefit provided to such Beneficiary Affiliates by the relevant Transaction Services. The Advisor shall, if requested, provide the Company and the Beneficiary Affiliates with such evidence as they may reasonably request of the Transaction Services provided for the benefit of the Company and such Beneficiary Affiliates.

Personnel. The Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of the Advisor as the Advisor shall deem appropriate to the furnishing of the Transaction Services; provided however that, no minimum number of hours is required to be devoted by the Advisor on a weekly, monthly, annual or other basis.

Liability. None of the Advisor, its Affiliates, its sub-contractors or its agents or its or their directors and employees (collectively, the “Advisor’s Group”) shall be liable to any of the Company or the Beneficiary Affiliates for any loss, liability, damage or expense (including without limitation attorneys’ fees) (collectively, “Loss”) arising out of or in connection with the performance of the Transaction Services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Transaction Services. Except as the Advisor may otherwise agree in writing after the date hereof: (a) each member of the Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as the Company or any of the Beneficiary Affiliates or (ii) do business with any client or customer of the Company or any of the Beneficiary Affiliates; (b) no member of the Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of the Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for any of the Company or the Beneficiary Affiliates, no member of the Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of the Beneficiary Affiliates. In no event will any member of the Advisor’s Group be liable to any of the Company or any of the Beneficiary Affiliates for

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any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than for the Claims (as defined in Section 0 below) relating to the Transaction Services.

Indemnity. The Company and the Beneficiary Affiliates shall jointly and severally defend, indemnify and hold harmless each member of the Advisor’s Group from and against any and all Losses arising from any claim by any Person with respect, or in any way related, to this Agreement (collectively, “Claims”) resulting from any act or omission of any member of the Advisor’s Group. The Company and the Beneficiary Affiliates shall jointly and severally defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against any of the Company, any of the Beneficiary Affiliates or any member of the Advisor’s Group or in which any member of the Advisor’s Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by the Advisor’s Group.

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth below.

To the Company:

Bain Capital Everest Managers Holding SCA

Address:	[—]
Attention:	[—]
Facsimile No.:	[—]
To the Advisor:

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Bain Capital LLC

Address:

Attention:

Facsimile No.:

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

United States

Telephone:    +1 212-446-4800

Fax:	+1 212-446-4900
Attention:	Eunu Chun

Certain Definitions. For purposes of this Agreement:

“Acquisition” means the acquisition by the Company and certain of its Beneficiary Affiliates of the Business;

“Acquisition Agreement” means the Sale and Purchase Agreement dated 25 March 2010 by and among the Dow Chemical Company, Styron LLC, Styron Holding B.V. and STY Acquisition Corp;

“Advisor” has the meaning set forth in the preamble;

“Advisor’s Group” has the meaning set forth in Section 0;

“Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise), or (ii) if such Person or other Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to either Person or an Affiliate thereof, and in relation to the Company includes for the avoidance of doubt any Subsidiary of Bain Capital Everest Manager Holding S.C.A;

“Agreement” has the meaning set forth in the preamble;

“Beneficiary Affiliate” and “Beneficiary Affiliates” have the meanings set forth in the preamble;

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“Business” means such of the business, assets and shares of certain companies comprising the Styron group which are the subject of the acquisitions under the Acquisition Agreement;

“Business Day” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in New York, New York, United States of America, London, England and the Grand Duchy of Luxembourg;

“Change of Control” means any (i) sale or transfer by any of the Company or the Beneficiary Affiliates of all or substantially all of the Company’s or Beneficiary Affiliates’ respective assets on a consolidated basis, (ii) consolidation, merger or reorganization of the Company or the Beneficiary Affiliates with or into any other entity or entities as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation’s board of directors, or (iii) issuance by the Company or the Beneficiary Affiliates or sale or transfer to any third party of shares of the Company’s or Beneficiary Affiliates’ capital stock by the holders thereof as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such sale or transfer cease to own the outstanding capital stock of the Company or Beneficiary Affiliates possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors;

“Claims” has the meaning set forth in Section 0;

“Company” has the meaning set forth in the preamble;

“Effective Date” means the completion date of the Acquisition;

“Initial Public Offering” shall mean the initial public offering and sale of shares of capital stock of the Company or any Beneficiary Affiliate (or any successor of either) for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended or equivalent foreign securities laws (other than a registration statement on Form S-4 or S-8 (or any similar or successor form))

“Loss” has the meaning given in Section 0;

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Subsidiary” and “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled

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(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;

“Tax” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;

“Term” has the meaning set forth in Section 0;

“Transaction Fees” has the meaning set forth in Section 0;

“Transaction Services” has the meaning set forth in Section 0; and

“VAT” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.

Assignment. No party may assign or delegate any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be unreasonably withheld or delayed).

Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Successors. This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by

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reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

Business Days. If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.

Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

*    *    *    *    *

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EX-10.9

Exhibit 10.9

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

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”.

WHEREAS, the Equityholders desire to enter into this Agreement in order to provide for certain registration rights that will apply to any ordinary shares (“Ordinary Shares”) that are hereafter acquired by the Equityholders pursuant to the conversion of the Company into a corporation, the merger of the Company with or into a corporation or otherwise, or the distribution of shares of a Subsidiary of the Company by the Company to the Equityholders, in each case pursuant to, and in accordance with, Section 10 of the Shareholders Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Definitions. As used herein, the following terms shall have the following meanings:

“Affiliate” has the meaning set forth in the Shareholders Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Bain Investors” has the meaning set forth in the Preamble.

“Bain Majority Holders” means the holder(s) of a majority of the Bain Registrable Securities.

“Bain Registrable Securities” means the Registrable Securities acquired by, issued or issuable to, or otherwise owned by, the Bain Investors or any of their respective Permitted Transferees.

“Board” means the board of directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York, USA.

“Company” has the meaning set forth in the Preamble.

“Corporation” means the issuer of the Ordinary Shares.

“Custody Agreement and Power of Attorney” has the meaning set forth in Section 3(g).

“Demand Registrations” has the meaning set forth in Section 2(a)(ii).

“Dow Investor” means Dow Europe Holding B.V. or any of its successors or permitted transferees under the Shareholders Agreement.

“Equity Securities” means, as applicable, (i) any Ordinary Shares, (ii) any capital stock, membership or limited liability company interests, ordinary shares or other share capital, (iii) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership or limited liability company interests, ordinary shares or other share capital or containing any profit participation features, (iv) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership or limited liability company interests, ordinary shares or other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership or limited liability company interests, ordinary shares or other share capital or securities containing any profit participation features, (v) any share appreciation rights, phantom share rights or other similar rights, or (vi) any Equity Securities issued or issuable with respect to the securities referred to in clauses (i) through (v) above in connection with a combination of shares, exchange, recapitalization, merger, amalgamation, consolidation or other reorganization.

“Equityholders” has the meaning set forth in the Preamble.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as each may be amended from time to time.

“Executive” has the meaning set forth in the Preamble.

“Executive Registrable Securities” means Registrable Securities held by the Executive or any of his Permitted Transferees; provided, that the registration rights set forth herein will not apply to any Equity Securities acquired by the Executive pursuant to an incentive award in connection with any underwritten offering that includes a secondary sale of Registrable Securities.

“FINRA” means Financial Industry Regulatory Authority.

“Following Holdback Period” has the meaning set forth in Section 4(a).

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

“Holdback Extension” has the meaning set forth in Section 4(a).

“IPO Holdback Period” has the meaning set forth in Section 4(a).

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“Long-Form Registrations” has the meaning set forth in Section 3(a)(i).

“Majority Holders” means, at any time, the holders of a majority of the voting power of the Registrable Securities, voting together as a single class.

“Original Filing” has the meaning set forth in Section 2(a)(ii).

“Other Equity Securities” has the meaning set forth in Section 11(f)(i).

“Other Registrable Securities” means the Registrable Securities, other than the Bain Registrable Securities and the Executive Registrable Securities.

“Ordinary Shares” has the meaning set forth in the Recitals.

“Permitted Transferee” has the meaning set forth in the Shareholders Agreement.

“Person” means any natural person, partnership, firm, corporation, limited liability company, association, cooperative, joint stock company, trust, joint venture or government entity, or any department, agency or political subdivision thereof, or any other entity including without limitation any unincorporated organization, syndicate, or affiliated group.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Public Offering” means an underwritten public offering and sale of the Equity Securities of the Corporation (or any of its respective successors) pursuant to an effective registration statement under the Securities Act; provided, that a Public Offering shall not include an offering made in connection with a business acquisition or combination pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar form.

“Registrable Securities” means (i) any Equity Securities of the Corporation directly or indirectly acquired by, issued or issuable to, or otherwise owned by any party hereto (or any such party’s Permitted Transferees) on or after the date hereof; (ii) any Equity Securities of the Corporation issued or issuable (directly or indirectly) with respect to the securities referred to in clause (i) by way of a conversion, dividend, split or other division, and (iii) any Equity Securities of the Corporation or any other entity issued, distributed or issuable (directly or indirectly) with respect to the securities referred to in clause (i) in connection with a combination of securities, conversion, reclassification, replacement, recapitalization, business combination, merger, consolidation, or other reorganization and/or exchange of Equity Securities of the Corporation for other securities of the Corporation or another entity. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. Such securities will cease to be Registrable Securities when sold pursuant to Rule 144 or any offering registered under the Securities Act.

“Registration Expenses” means all fees and expenses incident to the Corporation’s performance of or compliance with this Agreement, including, without limitation,

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(i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten offering, (B) fees and expenses of compliance with state securities or “blue sky” laws, and (C) transfer taxes); (ii) printing, messenger, telephone and delivery expenses; (iii) fees and disbursements of counsel for the Corporation; (iv) the reasonable fees and disbursements of one (1) counsel for the holders of Registrable Securities (and one (1) local counsel, if the Corporation is not a Delaware or New York entity) , which counsel shall be chosen by the Bain Majority Holders; (v) fees and disbursements of all independent certified public accountants referred to in Section 5; (vi) fees and disbursements of custodians (vii) underwriters’ fees and expenses (excluding discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities); (viii) Securities Act liability insurance, if the Corporation so desires such insurance; (ix) internal expenses of the Corporation; (x) the expense of any annual audit; (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange; and (xii) the fees and expenses of any Person, including special experts, retained by the Corporation.

“Rule 144” means Rule 144 under the Securities Act (or any similar rule then in force).

“Sale Transaction” has the meaning set forth in Section 4(a).

“SEC” shall mean the U.S. Securities and Exchange Commission, or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as each may be amended from time to time.

“Shareholders Agreement” means the Investor Subscription and Shareholders Agreement, dated as of the date hereof, by and among the Company and each of the securityholders party thereto from time to time, as such agreement may be amended or otherwise modified from time to time.

“Short-Form Registrations” has the meaning set forth in Section 2(a)(i).

“Subsidiary” has the meaning set forth in the Shareholders Agreement.

2. Demand Registrations.

(a) Requests for Registration.

(i) Subject to the terms and conditions of this Section 2, at any time after the date of this Agreement, the Bain Majority Holders may request registration under the Securities Act of all or a portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”

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(ii) Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within seven (7) days after the filing of a Demand Registration (“Original Filing”), the Corporation will give written notice of such registration to all other holders of Registrable Securities (including the Dow Investor) and will include (subject to the provisions of this Agreement, including Section 2(d) below) in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the Corporation’s notice; provided, that if an Other Investor requests to be included in such Demand Registration, then during the period from the Original Filing until the Registrable Securities of such Other Investor have been effectively included in such registration (and all such related registrations, qualifications, requirements and related underwriting), the Corporation and the Bain Investors shall not sell any of the Registrable Securities included in the Original Filing.

(b) Long-Form Registrations. The Bain Majority Holders will be entitled to five (5) Long-Form Registrations and the Corporation will pay all Registration Expenses associated therewith. A registration will not count as such a permitted Long-Form Registration until it has become effective and unless the holders of Bain Registrable Securities are able to register and sell at least 90% of the Bain Registrable Securities requested to be included in such registration; it being understood and agreed that the requisite holders of Bain Registrable Securities making a request for a Demand Registration hereunder may withdraw from such registration at any time prior to the effective date of such Demand Registration, in which case such request will not count as one of the permitted Demand Registrations for such holders, irrespective of whether or not such registration is effected.

(c) Short-Form Registrations. The Bain Majority Holders will be entitled to request an unlimited number of Short-Form Registrations and the Corporation will pay all Registration Expenses associated therewith. Demand Registrations will be Short-Form Registrations whenever the Corporation is permitted to use any applicable short form. After the Corporation has become subject to the reporting requirements of the Exchange Act, the Corporation will use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities.

(d) Priority on Demand Registrations. The Corporation will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Bain Majority Holders. If a Demand Registration is an underwritten offering and the managing underwriters advise the Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, then the Corporation will include in such registration, (i) first, the number of Registrable Securities requested to be included in such registration pro rata among the holders of Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the number of Registrable Securities owned by each such holder, and (ii) second, any other securities of the Corporation requested to

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be included in such registration pro rata on the basis of the number of such other securities requested to be included therein by each such holder.

(e) Restrictions on Demand Registrations. The Corporation will not be obligated to effect any Demand Registration (i) within six (6) months after the effective date of a previous Long-Form Registration or within three (3) months after the effective date of a previous Short-Form Registration or (ii) if the Corporation shall furnish to the holders requesting such Demand Registration a certificate stating that in the good faith judgment of the Board, it would be materially harmful to the economic prospects of the Corporation for such Demand Registration to be effected at such time, in which event the Corporation shall have the right to defer such filing for a period of not more than 120 days after receipt of the initial request for the Demand Registration; provided that such right to delay a request shall be exercised by the Corporation not more than once in any twelve-month period; provided, further, that in such event, the holders of Bain Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Corporation shall pay all Registration Expenses associated therewith.

(f) Selection of Underwriters. In the case of a Demand Registration for an underwritten offering, the Corporation will have the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) must be reasonably acceptable to the Bain Majority Holders.

(g) Other Registration Rights. Except as provided in this Agreement, the Corporation will not grant to any Persons the right to request the Corporation to register any Equity Securities of the Corporation, without the prior written consent of the Bain Majority Holders.

(h) Executive Registrable Securities. Notwithstanding anything to the contrary set forth herein, Executive Registrable Securities shall be included in a registration pursuant to this Section 2 only if, and only to the extent that, the managing underwriters advise the Company in writing that in their opinion such Executive Registrable Securities can be sold therein without adversely affecting the marketability of such offering.

3. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Corporation proposes to register any of its Equity Securities under the Securities Act (other than pursuant to (i) the Corporation’s initial Public Offering (but only if the applicable underwriters request that only securities owned by the Corporation be included in such offering), (ii) a Demand Registration (which shall be governed by Section 2 hereof), (iii) in connection with a registration, the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”) or (iv) a registration statement on Form S-8 or S-4 or any similar or successor form) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Corporation will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and will, subject to the provisions of this Agreement, include in such registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all

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Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) days after the receipt of the Corporation’s notice.

(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, the Corporation will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, the Corporation will include in such registration (i) first, the securities the Corporation proposes to sell, (ii) second, the number of such Registrable Securities requested to be included in such registration pro rata among the holders of Registrable Securities (including, for the avoidance of doubt, the Registrable Securities requested to be included in the registration that are held by the Dow Investor) based on the number of Registrable Securities owned by each such holder, and (iii) third, any other securities of the Corporation requested to be included in such registration pro rata on the basis of the number of such other securities requested to be included therein by each such holder.

(c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Corporation’s securities the Corporation will include in such registration all securities requested to be included in such registration; provided, that if the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the distribution of such securities or otherwise having a material and adverse effect on the marketability of the offering, the Corporation will include in such registration (i) first, the number of Registrable Securities requested to be included in such registration by the holders of Registrable Securities, pro rata among the holders of such Registrable Securities on the basis of the number of such Registrable Securities owned by such holder, and (ii) second, other securities, if any, requested to be included in such registration pro rata on the basis of the number of such other securities requested to be included therein by each such holder.

(d) Selection of Underwriters. In the case of a Piggyback Registration that is an underwritten offering, the Corporation will have the right to select the investment banker(s) and manager(s) to administer the offering, which investment banker(s) and manager(s) must be reasonably acceptable to the Bain Majority Holders.

(e) Other Registrations. If the Corporation has previously filed a registration statement with respect to Registrable Securities pursuant to Section 2 or this Section 3, and if such previous registration has not been withdrawn or abandoned, the Corporation will not file or cause to be effected any other registration of any of its Equity Securities or securities convertible or exchangeable into or exercisable for its Equity Securities under the Securities Act (except on Forms S-4 or S-8 or any similar or successor forms), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least six (6) months has elapsed from the effective date of such previous registration, unless the Bain Majority Holders otherwise agree in writing.

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(f) Obligations of Seller. During such time as any holder of Registrable Securities may be engaged in a distribution of securities pursuant to an underwritten Piggyback Registration, such holder shall distribute any Registrable Securities held by such holder only under a registration statement and solely in the manner described therein.

(g) Custody Agreement and Power of Attorney. Upon delivering a request under this Section 3, each holder (other than the holders of Bain Registrable Securities) that delivers such request will, if requested by the underwriters, execute and deliver a custody agreement and power of attorney in customary form and substance and otherwise reasonably satisfactory to the Corporation and the Dow Investor with respect to such Registrable Securities to be registered pursuant to this Section 3 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to the Corporation) a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed share powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such holder’s behalf with respect to the matters specified therein. Such holder also agrees to execute such other agreements as the Corporation may reasonably request to further evidence the provisions of this Section 3(g).

(h) Obligations of the Corporation. The Corporation shall not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in Section 2(d) and paragraphs (b) and (c) above.

(i) Registration Expenses. The Corporation will pay all Registration Expenses in connection with any Piggyback Registration whether or not such Piggyback Registration has become effective.

(j) Executive Registrable Securities. Notwithstanding anything to the contrary set forth herein, Executive Registrable Securities shall be included in a registration pursuant to this Section 3 only if, and only to the extent that, the managing underwriters advise the Company in writing that in their opinion such Executive Registrable Securities can be sold therein without adversely affecting the marketability of such offering.

4. Holdback Agreements.

(a) No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of any Equity Securities of the Corporation, or any securities convertible into or exchangeable or exercisable for any such Equity Securities, during the period beginning on the date the Corporation delivers notice of such offering to such holder and through the date that is 180-days after the effective date of the Corporation’s initial Public Offering (the “IPO Holdback Period”), except as part of such initial Public Offering. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations (other than the initial Public Offering), no holder of Registrable Securities shall effect any such Sale Transaction during the period beginning on the date the Corporation delivers notice of such offering to such holder and through

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the date that is ninety (90) days after, the effective date of such Public Offering (each, a “Following Holdback Period”), except as part of such Public Offering. If (i) the Corporation issues an earnings release or other material news or a material event relating to the Corporation and its Subsidiaries occurs, in either case during the last seventeen (17) days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or any Following Holdback Period (as applicable), the Corporation announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4) or any similar rule then in effect, the IPO Holdback Period or any Following Holdback Period (as applicable) shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Corporation may impose stop-transfer instructions with respect to the Equity Securities (or other securities) subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. The foregoing restrictions shall not prohibit transfers of Equity Securities by the Executive to family members or for the Executive’s estate planning purposes.

(b) The Corporation (i) shall not effect any public sale or distribution of its Equity Securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) day period prior to and during such period of time as may be determined by the underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (not to exceed one hundred and eighty (180) days in connection with the Corporation’s initial Public Offering or ninety (90) days in all other cases, except in each case as extended during the period of any Holdback Extension), except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form and unless the underwriters managing the registered public offering otherwise agree in writing, and (ii) shall use its reasonable best efforts to cause each holder of at least 1% (on a fully-diluted basis) of its Equity Securities or any securities convertible into or exchangeable or exercisable for Equity Securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (as extended by any Holdback Extension), except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered public offering otherwise agree in writing.

5. Registration Procedures. Whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to this Agreement, the Corporation will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof. Pursuant thereto, the Corporation will as expeditiously as possible:

(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to one counsel selected by the Bain Majority

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Holders copies of all such documents proposed to be filed which documents shall be subject to the review and comment of such counsel, and include in any Short-Form Registration such additional information reasonably requested by the holders of a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws;

(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the lesser of (x) 180 days and (y) such shorter period which will terminate when all Registrable Securities covered by the registration statement have been sold and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);

(e) notify each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the SEC or any state securities authority for the amendment or supplementing of such registration statement or prospectus or for additional information, (iii) promptly after it receives notice thereof, of the issuance by the SEC or any state securities authority of any stop order suspending such registration statement or the initiation of any proceedings for that purpose, (iv) promptly after receipt thereof of any notification with respect to the suspension of qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act that includes the happening of any event the result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Corporation will promptly

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prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (and the period of effectiveness of such registration statement provided for in Section 5(b) shall be extended by the number of days from and including the date such notice is given to the date such amended or supplemented prospectus has been delivered under this Section 5(e));

(f) prepare and file promptly with the SEC, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Corporation shall use its reasonable best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

(g) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by the Corporation are then listed or traded;

(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(i) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, using commercially reasonable efforts to have officers and senior management of the Corporation and its Subsidiaries, participate in “road shows,” investor presentations and marketing events and effecting an Equity Security split or a combination of Equity Securities);

(j) make available at reasonable times for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement subject to the applicable Person(s) executing a nondisclosure agreement in reasonable form and substance if reasonably required by the Corporation;

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(k) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of the registration statement (or, if such information is not available, the most recently available information), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, as soon as reasonably practicable;

(1) permit any holder of Registrable Securities who, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling Person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Corporation in writing, which in the reasonable judgment of such holder and its counsel should be included;

(m) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Equity Securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Corporation shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its reasonable best efforts to promptly obtain the withdrawal of such order;

(n) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(o) use its reasonable best efforts to obtain a “cold comfort” letter from the Corporation’s independent public accountants in customary form, addressed to each of the underwriters, as applicable, and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a majority of the Registrable Securities being sold or managing underwriters reasonably request;

(p) provide a legal opinion of the Corporation’s outside counsel addressed to the Company and the holders of Registrable Securities, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form, and reasonably acceptable to the managing underwriters, and covering such matters of the type customarily covered by legal opinions of such nature;

(q) use reasonable best efforts to cooperate and assist in any filings required to be made with FINRA; and

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(r) take such other actions and deliver such other documents and instruments as may be reasonably necessary to facilitate the registration and disposition of Registrable Securities as contemplated hereby.

If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Corporation and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling Person of the Corporation, such holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such holder and presented to the Corporation in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Corporation’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Corporation, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided, that with respect to this clause (ii), such holder shall furnish to the Corporation an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Corporation.

6. Registration Expenses. Unless otherwise provided herein, the Corporation shall pay all Registration Expenses, including, without limitation, (i) its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (ii) the expense of any annual audit or quarterly review, (iii) the expense of any liability insurance, and (iv) the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Corporation are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

7. Indemnification.

(a) The Corporation agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its partners, members, officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, actions, damages, liabilities and expenses arising out of, caused by or based upon (i) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading. The Corporation shall reimburse such holder, partners, members, director, officer or controlling Person for any legal or other expenses reasonably incurred by such holder, partner, member, director, officer or controlling Person in connection with the investigation or defense of such loss, claim, damage, liability or expense; provided, however, that the Corporation shall not be liable under this Section 7(a) for any such loss, claim, damage, liability and expense to the extent it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished by such holder to the Corporation expressly for use therein. In connection with an underwritten offering, the Corporation will indemnify such underwriters, their officers and

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directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such registration statement or prospectus and each holder of Registrable Securities (other than the Executive), to the extent permitted by law, will, severally and not jointly, (i) indemnify the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, preliminary prospectus, any amendment thereof, supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) reimburse the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of the Securities Act) for any legal or other expenses reasonably incurred by such Persons in connection with the investigation or defense of such loss, claim, damage, liability or expense, but in the case of the foregoing clauses (i) and (ii), only to the extent the untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished by such holder to the Corporation expressly for use therein; provided, that the liability of each holder hereunder will be limited to the net amount of proceeds actually received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, that failure to give such notice shall not affect the right of such Person to indemnification hereunder unless such failure is materially prejudicial to the indemnifying party’s ability to defend such claim, and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party unless either (A) in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or (B) there are one or more legal defenses available to such indemnified party which are substantially different from or additional to those available to the indemnifying party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its prior written consent, which will not be unreasonably withheld. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel, in addition to local counsels, if any, for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, manager, partner or controlling Person of such indemnified party and will survive the transfer of securities. The Corporation and each holder of Registrable Securities

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(other than the Executive) also agree to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the indemnification provided for herein is unavailable for any reason.

(e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities (other than the Executive), to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 7(e) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(f) No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(g) To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering conflict with the foregoing provisions, the provisions in this Agreement shall control.

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person(s) entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided, that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and/or executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in each case that

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are customary for such registrations and are reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution, or to undertake any indemnification obligations to the Corporation with respect thereto, except as provided in Section 7 hereof. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Corporation and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 4 or that are necessary to give further effect thereto.

9. Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Corporation agrees to use its reasonable best efforts to:

(a) make and keep current public information available, within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Corporation under the Securities Act and Exchange Act (after it has become subject to such reporting requirements); and

(c) so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request, a written statement by the Corporation as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90) days after the effective date of the first registration statement filed by the Corporation for an offering of its securities to the general public), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Corporation; and such other reports and documents as such Person may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

10. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) when delivered if delivered personally, sent via a nationally recognized overnight courier, or sent via facsimile or via e-mail to the recipient, or (ii) upon receipt by the recipient if sent by certified or registered mail, return receipt requested. Such notices, demands and other communications will be sent to any Equityholder at such Equityholder’s address listed in the Corporation’s books and records for such Equityholder, and to the Company at the address indicated below:

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To the Company:

Bain Capital Everest Manager Holding SCA

9A, Parc d’Activité Syrdall

L-5365 Munsbach

Grand Duché de Luxembourg

Attn: Michel Plantevin

E-mail: mplantevin@baincapital.com

and with a copy, which shall not constitute notice, to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Eunu Chun

Facsimile No.: (212) 446-6460

E-mail: eunu.chun@kirkland.com

or such other address, telecopy number or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

11. Miscellaneous.

(a) No Inconsistent Agreements. The Company (or, if applicable, the Corporation) will not enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b) Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that money damages would not be an adequate remedy for any non-performance or breach of the provisions of this Agreement and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), the Company and any Equityholder shall be entitled, in its sole discretion, to enforce any provision of this Agreement by a decree of specific performance and/or temporary, preliminary and permanent injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. The parties hereto agree that they will not contest the appropriateness of specific performance as a remedy.

(c) Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Equityholders or the Company unless such modification or amendment is approved in writing by the Company (by action of the Board), the Majority Holders and the Dow Investor. Any modification, amendment or waiver to which such written consent is obtained will be binding upon the Company and all Equityholders. The failure of any party to enforce any of the provisions of this Agreement shall in no way be

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construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(d) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns, including the Corporation and any other company which is a successor to the Company or the Corporation, and the Equityholders and any Permitted Transferees of Registrable Securities, who executes and delivers to the Company or the Corporation a joinder to this Agreement in the form of Exhibit A attached hereto, and the respective successors, heirs and assigns of each of them, so long as they hold Registrable Securities.

(e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

(f) Agreement to Amend.

(i) In the event a restructuring of the Company or any of its Subsidiaries is effected, such that the equity securities of the Company or any of its Subsidiaries would be converted and reclassified or exchanged for any equity securities, other than Ordinary Shares (“Other Equity Securities”), then the parties hereto agree that Ordinary Shares shall include such Other Equity Securities and shall amend this Agreement as necessary to apply to such Other Equity Securities.

(ii) The parties hereto acknowledge and agree that this Agreement has been prepared with a view of a Public Offering in the United States and that the terms hereof shall apply to a public offering in any other jurisdiction. In the event a registration or qualification of Equity Securities or Other Equity Securities with a regulatory authority, a stock exchange or a quotation system is effected, or a similar action is taken, in any jurisdiction other than the United States, then the parties hereto shall amend this Agreement as necessary to reflect the applicable practices and legal requirements in such jurisdiction, but preserve the substance of the commercial agreement between the parties hereto reflected in the Agreement

(iii) The parties hereto agree to, and the Bain Investors shall cause the Company and its Subsidiaries to, take, or cause to be taken, all appropriate action, to do, or cause to be done, all things necessary under applicable law, and to execute and deliver such documents and other papers as may be required to carry out the provisions of this Section 11(f).

(g) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon the Equityholder who

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executed the same, but all such counterparts shall constitute the same agreement. The execution of this Agreement by any of the parties may be evidenced by way of a facsimile transmission of such party’s signature, a photocopy of such facsimile transmission or other electronic means, and such facsimile or other electronic signature shall be deemed to constitute the original signature of such party hereto.

(h) Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(i) Time is of the Essence; Computation of Time. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder shall fall upon a Saturday, Sunday, or any date on which commercial banks in the State of New York are authorized to be closed, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding Business Day.

(j) Descriptive Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

(k) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, LEGAL ACTION OR PROCEEDING IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE VALIDITY, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

(1) Venue; Submission to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK AND EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO HIM OR IT AT THE ADDRESS AS PROVIDED IN SECTION 10 HEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH HE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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(m) Entire Agreement. This Agreement and the Shareholders Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining hereto.

(n) Number and Gender. Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine and feminine, and the singular shall include the plural.

(o) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(p) Further Assurances. Each party to this Agreement will execute and deliver such further instruments and take such additional actions, as any other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.

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IN WITNESS WHEREOF, this Registration Rights Agreement has been executed as of the date first written above.

BAIN CAPITAL EVEREST MANAGER HOLDING SCA by its General Partner, BAIN CAPITAL EVEREST MANAGER S.À. R.L
By:	/s/ Ailbhe Jennings
	Ailbhe Jennings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager
BAIN CAPITAL EVEREST MANAGER S.À. R.L
By:	/s/ Ailbhe Jennings
	Ailbhe Jennings
	Manager
By:	/s/ Michel Plantevin
	Michel Plantevin
	Manager

[signature page to the Registration Rights Agreement]

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IN WITNESS WHEREOF, this Registration Rights Agreement has been executed as of the date first written above.

Bain Capital Fund X, L.P.
Represented by Bain Capital Partners X, L.P., acting as general partner
Itself represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
Bain Capital Europe Fund III, L.P.
Represented by Bain Capital Partners Europe III, L.P.
Itself represented by Bain Capital Investors, LLC
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Associates IV, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director

[signature page to the Registration Rights Agreement]

BCIP Trust Associates IV-B, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Trust Associates IV, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director
BCIP Associates IV-B, L.P.
Represented by Bain Capital Investors, LLC, acting as general partner
/s/ Steve Zide
Name:	Steve Zide
Title:	Managing Director

[signature page to the Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

DOW EUROPE HOLDING B.V.
By:	/s/ Timothy King
	Name: Timothy King
	Title:   Authorized Representative
By:	/s/ Stephen Doktycz
	Name: Stephen Doktycz
	Title:   Authorized Representative

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

By:	/s/ Christopher Pappas
	Name: Christopher Pappas

[Signature Page to Registration Rights Agreement]

EXHIBIT A

FORM OF JOINDER TO

REGISTRATION RIGHTS AGREEMENT

THIS JOINDER to the Registration Rights Agreement dated as of June     , 2010, by and among [—], a company organized under the laws of Luxembourg (the “Company”), and the Equityholders party thereto (the “Registration Rights Agreement”), is made and entered into as of [            ], by and between the Company and [                    ] (“Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Registration Rights Agreement.

WHEREAS, Holder has acquired certain [Registrable Securities] from [                    ].

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

(A) Agreement to be Bound. Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Registration Rights Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto and shall be deemed an Equityholder for all purposes thereof. In addition, Holder hereby agrees that all Registrable Securities held by Holder shall be deemed [Bain Registrable Securities] / [Executive Registrable Securities] / [Other Registrable Securities].

(B) Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors, heirs and assigns and Holder and its successors, heirs and assigns.

(C) Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

(D) Notices. For purposes of Section 10 of the Registration Rights Agreement, all notices, demands or other communications to the Holder shall be directed to:

[Name]

[Address]

(E) Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(F) Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Registration Rights Agreement as of the date first written above.

[                                     ]
By:
	Name:
	Title:
[HOLDER]
By:
	Name:
	Title:

EX-10.10

Exhibit 10.10

ADVISORY AGREEMENT

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.

WHERAS, the Companies desire to retain the Advisors, and the Advisors desire to be retained, to provide the services described herein to the Companies and their respective Subsidiaries and Affiliates (each Subsidiary and Affiliate, a “Beneficiary Affiliate” and, together, the “Beneficiary Affiliates”);

WHEREAS, the parties desire to establish a framework agreement to outline the terms of their overall relationship;

WHEREAS, for business planning and budgeting purposes, the parties desire to establish a firm basis for the fees to be paid for such services over the term of this Agreement, and to establish a procedure for determining subsequent fees on the basis of fixed amounts covering annual extensions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Term. This Agreement shall be in effect for an initial term commencing on the date of this Agreement and ending on the tenth (10th) anniversary thereof (the “Term”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisors provide written notice to the Companies or the Companies provide written notice to the Advisors of its/their desire to terminate this Agreement at least ninety (90) days prior to the expiration of the Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the tenth (10th) anniversary of the date of this Agreement upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from a non-breaching party requiring cure, (ii) the earlier of (A) consummation of a Change of Control, or (B) an Initial Public Offering (and in each case this Agreement shall terminate automatically without further act of the parties), (iii) written consent of the parties, or (iv) the Advisors otherwise serving a written termination notice on the Companies. The provisions of Sections 1, 3(c) and 6 to 20 (inclusive) shall survive any termination of this Agreement.

2. Advisory Services. The Advisors shall perform or cause to be performed certain advisory services, as further described below (collectively, the “Advisory Services”), for the benefit of the Companies and the Beneficiary Affiliates. The Advisory Services may include, without limitation, support and advice in connection with the following and services of the following categories:

(a) general executive services;

(b) development of any business;

(c) finance-related services, including assistance in the preparation of financial projections;

(d) marketing, including monitoring of ongoing marketing plans and strategies;

(e) operations and project management;

(f) human resources including searching for and hiring of executives other than in respect of specific transactions; and

(g) other services for the Companies or any of the Beneficiary Affiliates upon which the Company and the Advisors agree.

Legal services will not be provided by the Advisors. The Advisory Services will be conducted in support of the members of management and boards of directors of the Companies and their Beneficiary Affiliates. For the avoidance of doubt, such services shall be considered provided by outside Advisors, not managers, of the Companies and their respective Beneficiary Affiliates. Pursuant to this Agreement, the Advisors shall not have any authority or power to commit either Company or any of their respective Subsidiaries to any contracts with third parties.

3. Advisory Fees and Expenses.

In consideration for the performance of the Advisory Services, the Companies hereby agree to pay (or to procure that one or more of the Beneficiary Affiliates shall pay), the following fees.

(a) The Companies shall pay (in accordance with Section 3(b)) to the Advisors (or, at the Advisors’ request, their designee(s)):

(i) an aggregate annual amount equal to USD four million (USD 4,000,000) plus VAT thereon in each case where it is applicable, and

(ii) all reasonable out-of-pocket expenses incurred by each of the Advisors and/or their Affiliates in rendering the Advisory Services, including irrecoverable VAT thereon (“Advisory Expenses”),

together, (the “Advisory Fees”).

(b) The Advisory Fees shall be payable in accordance with this Section 3(b). On or before the date that is 5 Business Days following the end of each calendar quarter, the Companies shall pay to the Advisors (or at the Advisors’ request, to the designee(s)):

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(i) USD one million (USD 1,000,000) (which amount shall be pro rated in the case of any calendar quarter in which the Advisory Services are not provided for the duration of such quarter); plus

(ii) in each case where it is applicable, VAT on the amount in (i) above, plus

(iii) the Advisory Expenses incurred by the Advisors during such quarter,

and the aggregate of (i) to (iii) (inclusive) shall be referred to herein as the “Quarterly Fee”. The Quarterly Fee shall be divided between the Companies according to their (or their respective Beneficiary Affiliates’) relative use of the Advisory Services during such quarter and shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisors. Each Company, regardless of whether or not it recharges any part of its proportion of a Quarterly Fee to its Subsidiaries or Affiliates, shall be severally liable for its proportion; provided however that, if either or both of the Companies is/are prohibited from paying any portion of a Quarterly Fee by virtue of any legal or contractual restrictions, the non-payment of such portion shall not constitute a default and such portion shall be paid to the Advisors immediately upon such dates as such payment is no longer prohibited; and in the interim, such unpaid portion of each applicable Quarterly Fee shall accrue interest at a rate of 4 percent (4%) above LIBOR per annum (the “Accrued Quarterly Fees”). In the event that neither of the Companies actually uses the Advisory Services during any calendar quarter, the Quarterly Fee shall be borne equally by both Companies.

(c) Upon termination of this Agreement for any reason under Section 1, all amounts payable pursuant to Section 3(b) shall become immediately due and payable (including without limitation all amounts payable in respect of Advisory Services rendered between the termination date and the end of the previous calendar quarter) and, in addition, in the event that this Agreement terminates in circumstances which constitute a “separation of services” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, (but excluding termination (i) resulting from an uncured willful material breach by an Advisor, or (ii) pursuant to Section 1(iv)) the net present value (using a discount rate equal to the yield as of such termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Advisory Fees (but excluding Advisory Expenses) that would have been payable with respect to the period from the termination date through the tenth anniversary of the date hereof or, in the case of any extension thereof, through the end of such extension period, shall become immediately due and payable in a single cash lump sum.

(d) Unless otherwise agreed in writing by the parties, the Advisory Fees and payment terms specified in Section 3(b) shall continue to apply during any extension, if any, of the Term of this Agreement pursuant to Section 1.

(e) All Advisory Fees payable to the Advisors hereunder shall be allocated between the Advisors as they shall direct the Companies by joint notice and shall be

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paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisors.

4. Recharge of Fees. The Advisors acknowledge that the Companies may recharge to the respective Beneficiary Affiliates such proportion of their share of each Quarterly Fee as relates to the benefit provided to such Beneficiary Affiliates by the provision of the Advisory Services during the applicable calendar quarter. The Advisors shall, if requested, provide the Companies and/or the Beneficiary Affiliates (as relevant), with such evidence as they may reasonably request, of the Advisory Services provided for any calendar quarter.

5. Personnel. The Advisors shall provide and devote to the performance of this Agreement such partners, employees and agents of the Advisors as the Advisors shall deem appropriate to the provision of the Advisory Services required; provided, however, that no minimum number of hours is required to be devoted by the Advisors on a weekly, monthly, annual or other basis. The Companies and the Subsidiaries acknowledge that the Advisors’ services are not exclusive to the Companies and the Subsidiaries and that the Advisors will render similar services to other persons and entities.

6. Liability. None of the Advisors or their Affiliates (or their respective members, managers, affiliates, officers, controlling persons, fiduciaries, employees and agents in their capacity as such) (collectively, the “Advisors’ Group”) shall be liable to any of the Companies or the Beneficiary Affiliates for any Loss arising out of or in connection with the performance of the Advisory Services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Advisory Services. Except as the Advisor may otherwise agree in writing after the date hereof: (a) each member of the Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as either of the Companies or any of the Beneficiary Affiliates or (ii) do business with any client or customer of either of the Companies or any of the Beneficiary Affiliates; (b) no member of the Advisor’s Group shall be liable to either of the Companies or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of the Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for either of the Companies or the Beneficiary Affiliates, no member of the Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to either of the Companies or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor’s Group shall be liable to either of the Companies or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to either of the Companies or any of the Beneficiary Affiliates. In no event will any member of the Advisor’s Group be liable to either of the Companies or any of the Beneficiary Affiliates for any indirect, special, incidental or consequential damages, including lost profits or

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savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party Claims (whether based in contract, tort or otherwise) but excluding Claims under Section 7.

7. Indemnity. In consideration of the execution and delivery of this Agreement by the Advisors, the Companies shall jointly and severally indemnify, exonerate and hold each member of the Advisors’ Group (collectively, the “Indemnitees”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Companies’ obligations hereunder (including but not limited to the obligations specified in this Section 7), free and harmless from and against any and all Loss arising from any Claim (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Advisory Services contemplated hereby, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Companies hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Section 7, none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Companies, then such payments shall be promptly repaid by such Indemnitee to the Companies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that the Companies are the indemnitors of first resort (i.e., their obligations to Indemnitees under this Agreement are primary and any obligation of the Advisors (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the Advisors (or any Affiliate thereof) pay or cause to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Companies, then (i) the Advisors (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Companies shall reimburse the Advisors (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

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8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not effect the validity, legality, or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

9. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth below.

To the Advisors:

Bain Capital Partners, LLC
111 Huntington Avenue
Boston,
MA 02199
United States of America
Fax:	+1 617-516-2010
Attention:	Sean Doherty
Portfolio Company Advisors Limited c/o Bain Capital Ltd.
Devonshire House 6th Flr
Mayfair Place
London, W1J 8AJ
Fax:	+1 617-516-2010
Attention:	Sean Doherty
in each case with a copy (which shall not constitute notice) to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
United States

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Fax:	+1 212-446-4900
Attention:	Eunu Chun

To the Companies:

Styron Holding BV
Postbus 48
4530AA
Terneuzen
The Netherlands
Fax:	+31 0115 672 423
Attention:	General Counsel
Bain Capital Everest US Holding Inc. c/o Bain Capital Partners, LLC
590 Madison Avenue, 42nd Floor
New York, NY 10022
United States of America
Fax:	+1 (212) 421-2225
Attention:	General Counsel
in each case with a copy (which shall not constitute notice) to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
United States
Telephone:	+1 212-446-4800
Fax:	+1 212-446-4900
Attention:	Eunu Chun

10. Certain Definitions. For purposes of this Agreement:

(a) “Accrued Quarterly Fees” has the meaning set forth in Section 3(b).

(b) “Advisors” has the meaning set forth in the preamble;

(c) “Advisors’ Group” has the meaning set forth in Section 6;

(d) “Advisory Expenses” has the meaning set forth in Section 3(a).

(e) “Advisory Fee” and “Advisory Fees” have the meaning set forth in Section 3(a).

(f) “Advisory Services” has the meaning set forth in Section 2.

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(g) “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise;

(h) “Agreement” has the meaning set forth in the preamble;

(i) “Beneficiary Affiliate” and “Beneficiary Affiliates” have the meanings set forth in the preamble;

(j) “Business Day” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in New York, New York, United States of America, London, England and the Grand Duchy of Luxembourg;

(k) “Change of Control” means any (i) sale or transfer by any of the Company or the Beneficiary Affiliates of all or substantially all of the Company’s or Beneficiary Affiliates’ respective assets on a consolidated basis, (ii) consolidation, merger or reorganization of the Company or the Beneficiary Affiliates with or into any other entity or entities as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation’s board of directors, or (iii) issuance by the Company or the Beneficiary Affiliates or sale or transfer to any third party of shares of the Company’s or Beneficiary Affiliates’ capital stock by the holders thereof as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such sale or transfer cease to own the outstanding capital stock of the Company or Beneficiary Affiliates possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors;

(l) “Claims” means any action, claim, cause of action, suit or similar;

(m) “Company” has the meaning set forth in the preamble;

(n) “Indemnitees” has the meaning set forth in Section 7;

(o) “Indemnified Liabilities” has the meaning set forth in Section 7;

(p) “Initial Public Offering” shall mean the initial public offering and sale of shares of capital stock of either of the Companies or any Beneficiary Affiliate (or any successor of any of them) for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended or equivalent foreign securities laws (other than a registration statement on Form S-4 or S-8 (or any similar or successor form));

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(q) “Loss” means losses, liabilities, damages, costs and/or expenses in connection therewith, including without limitation all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, responding to a subpoena, or otherwise participating in, any proceeding including, but not limited to, litigation expenses incurred after the date on which none of the Advisors’ respective Affiliates or associated investment funds own an interest in either of the Companies, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such expenses;

(r) “Person” means an individual, a partnership, a corporation, a limited liability Company, an association, a joint stock Company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(s) “Quarterly Fee” has the meaning set forth in Section 3(b);

(t) “Subsidiary” and “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;

(u) “Tax” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;

(v) “Term” has the meaning set forth in Section 1; and

(w) “VAT” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.

11. Assignment. No party may assign any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be

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unreasonably withheld); provided that the Advisors may, without the consent of either of the Companies, assign any of its rights and obligations under this Agreement to any of its Affiliates, whereupon, in each case, the assignor nevertheless shall remain liable for the performance of its obligations hereunder.

12. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

13. Successors. This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.

14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

15. Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

16. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

17. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

18. Business Days. If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.

19. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

20. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

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*     *     *     *     *

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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the date first written above.

BAIN CAPITAL PARTNERS, LLC
By:	/s/ Michael F. Goss
	Name:	Michael F. Goss
	Title:	Managing Director
PORTFOLIO COMPANIES ADVISORS LIMITED
By:	/s/ Michael Goss
	Name:	MICHAEL GOSS
	Title:	MANAGING DIRECTOR

[Signature Page to Advisory Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the date first written above.

STYRON HOLDING BV
By:	/s/ F.J.C.M. Kempenaars
	Name:	F.J.C.M. KEMPENAARS
	Title:	DIRECTOR

[Signature Page to Advisory Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the date first written above.

BAIN CAPITAL EVEREST US HOLDING INC.
By:	/s/ Stephen M. Zide
	Name:	Stephen M. Zide
	Title:	President

[Signature Page to Advisory Agreement]

EX-10.11

Exhibit 10.11

TRANSACTION SERVICES AGREEMENT

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.

WHEREAS, Transaction Services (as defined herein) have been rendered since 11 May 2010 and shall continue to be rendered to the Company and certain of its Subsidiaries and Affiliates (each, a “Beneficiary Affiliate”) in connection with the transactions contemplated by, and consequential upon, the Acquisition Agreement and future transactions;

WHEREAS, the Company hereby confirms its wish to retain the Advisor, and the Advisor confirms its wish to be retained, to provide the Transaction Services to the Company and to each of the Beneficiary Affiliates; and

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Term. This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the tenth (10th) anniversary thereof (the “Term”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisors provide written notice of the desire to terminate this Agreement to the Company at least ninety (90) days prior to the expiration of the Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the tenth (10th) anniversary of the Effective Date upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from the other party requiring cure, (ii) the earlier of (A) consummation of a Change of Control, or (B) an Initial Public Offering (and in each case this Agreement shall terminate automatically without further act of the parties), (iii) written agreement of the Company and the Advisor, or (iv) the Advisor otherwise serving a written termination notice on the Company. The provisions of Sections 6 to 20 (inclusive) shall survive any termination of this Agreement.

2. Transaction Services. The parties hereto agree that certain transaction-specific services, as further described below (collectively, the “Transaction Services”) shall be performed from the Effective Date for the benefit of the Company and the Beneficiary Affiliates. The Transaction Services provided may be evidenced by documentation to be agreed upon between the Company and the Advisor. The Transaction Services shall be provided in connection with the transactions described in Sections 3(a) and 3(b), and may include, without limitation, the following:

(a) advice and support relating to the identification, negotiation and analysis of specific acquisitions and dispositions by any of the Company or the Beneficiary Affiliates, including, without limitation, any share, asset or debt purchase or disposition;

(b) advice and support relating to the negotiation of transaction-specific financing (and consideration of financing alternatives), including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(c) other advice relating to transaction-specific finance , including assistance in the preparation of financial projections and monitoring of compliance with financing agreements;

(d) advice relating to transaction-specific marketing issues, including assessment of marketing plans and strategies relating to specific transactions;

(e) advice relating to transaction-specific human resource issues, including searching and hiring of executives with respect to specific transactions; and

(f) other transaction-specific services for the Company or the Beneficiary Affiliates upon which the boards of directors of the Company and the Advisor agree.

Legal services will not be provided by the Advisor. The Transaction Services will be conducted in support of the members of management and boards of directors of the Company and the Beneficiary Affiliates and, for the avoidance of doubt, such services shall be considered provided by outside consultants, not managers, of the Company and the Beneficiary Affiliates. Pursuant to this Agreement, the Advisor shall not have any authority or power to commit the Company and/or its Subsidiaries to any contracts with third parties.

3. Transaction Fees and Expenses.

In consideration for Transaction Services performed from the Effective Date for the Company or the Beneficiary Affiliates, the Company hereby agrees to pay (or to procure that any one or more Beneficiary Affiliates shall pay), the following transaction fees (collectively, the “Transaction Fees”):

(a) In connection with the consummation of the Acquisition and transactions consequential thereon, the Company agrees to pay (or shall procure that any one or more of the Beneficiary Affiliates shall pay) a transaction fee in an aggregate amount equal to fifteen million United States Dollars (US$15,000,000) plus VAT (if applicable). In addition, the Company will reimburse the Advisor or its designee, by wire transfer of immediately available funds on the Effective Date, for its reasonable travel expenses and other reasonable out of pocket fees and expenses (including without limitation the fees and expenses of accountants, attorneys and other advisors retained by the Advisor) incurred in connection with the investigation, negotiation, and consummation of the Acquisition.

(b) In connection with (i) the consummation of each acquisition (other than the Acquisition) including, without limitation, any share, asset or debt purchase, (ii) the consummation of each divestiture including, without limitation, any share, asset or debt divestiture, (iii) the provision of advice to management regarding each transaction that results in a Change of Control of the Company or any Beneficiary Affiliate, and/or (v)

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debt or equity financing, by, of or involving the Company or any Beneficiary Affiliates, the Company agrees to pay (or shall procure that a Beneficiary Affiliate shall pay), to the extent lawfully permitted, an aggregate transaction fee in an amount equal to one percent (1%) of the aggregate consideration for such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock or other securities, purchase or sale or other disposition of assets or debt, recapitalization, reorganization, consolidation, tender offer, public offering, or otherwise and whether consummated directly by the Company and/or any of the Beneficiary Affiliates or indirectly by, of or involving any of their respective equity owners or corporate parents), plus VAT in each case where it is applicable.

All Transaction Fees shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisor.

4. Recharge of Fees. The Advisor acknowledges that the Company may recharge to the Beneficiary Affiliates such proportion of the Transaction Fees that it pays and as relates to the benefit provided to such Beneficiary Affiliates by the relevant Transaction Services. The Advisor shall, if requested, provide the Company and the Beneficiary Affiliates with such evidence as they may reasonably request of the Transaction Services provided for the benefit of the Company and such Beneficiary Affiliates.

5. Personnel. The Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of the Advisor as the Advisor shall deem appropriate to the furnishing of the Transaction Services; provided however that, no minimum number of hours is required to be devoted by the Advisor on a weekly, monthly, annual or other basis.

6. Liability. None of the Advisor or its Affiliates (or their respective members, managers, affiliates, officers, controlling persons, fiduciaries, employees and agents in their capacity as such) (collectively, the “Advisor’s Group”) shall be liable to any of the Company or the Beneficiary Affiliates for any Loss arising out of or in connection with the performance of the Transaction Services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Transaction Services. Except as the Advisor may otherwise agree in writing after the date hereof: (a) each member of the Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as the Company or any of the Beneficiary Affiliates or (ii) do business with any client or customer of the Company or any of the Beneficiary Affiliates; (b) no member of the Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of the Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for any of the Company or the Beneficiary Affiliates, no member of the Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the

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Company or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of the Beneficiary Affiliates. In no event will any member of the Advisor’s Group be liable to any of the Company or any of the Beneficiary Affiliates for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) third party Claims (whether based in contract, tort or otherwise) but excluding Claims under Section 7.

7. Indemnity. In consideration of the execution and delivery of this Agreement by the Advisor, the Company shall indemnify, exonerate and hold each member of the Advisor’s Group (collectively, the “Indemnitees”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in this Section 7), free and harmless from and against any and all Loss arising from any Claim (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Transaction Services contemplated hereby, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Section 7, none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Indemnitee to the Company. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby agrees that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitees under this Agreement are primary and any obligation of the Advisor (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the Advisor or any Affiliate thereof pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Company, then (i) the Advisor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse the

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Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

9. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth below.

To the Company:

Bain Capital Everest US Holding Inc.

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

United States of America

Fax:	+1 (212) 421-2225
Attention:	General Counsel

To the Advisor:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston,

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MA 02199

United States of America

Fax:	+1 617-516-2010
Attention:	Sean Doherty

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

United States

Telephone:	+1 212-446-4800
Fax:	+1 212-446-4900
Attention:	Eunu Chun

10. Certain Definitions. For purposes of this Agreement:

(a) “Acquisition” means the acquisition by the Company and certain of its Beneficiary Affiliates of the Business;

(b) “Acquisition Agreement” means the Sale and Purchase Agreement dated 25 March 2010 by and among the Dow Chemical Company, Styron LLC, Styron Holding B.V. and STY Acquisition Corp;

(c) “Advisor” has the meaning set forth in the preamble;

(d) “Advisor’s Group” has the meaning set forth in Section 7;

(e) “Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise), or (ii) if such Person or other Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to either Person or an Affiliate thereof, and in relation to the Company includes for the avoidance of doubt any Subsidiary of Bain Capital Everest Manager Holding S.C.A;

(f) “Agreement” has the meaning set forth in the preamble;

(g) “Beneficiary Affiliate” and “Beneficiary Affiliates” have the meanings set forth in the preamble;

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(h) “Business” means such of the business, assets and shares of certain companies comprising the Styron group which are the subject of the acquisitions under the Acquisition Agreement;

(i) “Business Day” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in New York, New York, United States of America, London, England and the Grand Duchy of Luxembourg;

(j) “Change of Control” means any (i) sale or transfer by any of the Company or the Beneficiary Affiliates of all or substantially all of the Company’s or Beneficiary Affiliates’ respective assets on a consolidated basis, (ii) consolidation, merger or reorganization of the Company or the Beneficiary Affiliates with or into any other entity or entities as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such consolidation, merger or reorganization cease to own the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation’s board of directors, or (iii) issuance by the Company or the Beneficiary Affiliates or sale or transfer to any third party of shares of the Company’s or Beneficiary Affiliates’ capital stock by the holders thereof as a result of which the holders of the Company’s or Beneficiary Affiliates’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such sale or transfer cease to own the outstanding capital stock of the Company or Beneficiary Affiliates possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors;

(k) “Claim” means any action, claim, cause of action, suit or similar;

(1) “Company” has the meaning set forth in the preamble;

(m) “Effective Date” means the completion date of the Acquisition;

(n) “Indmenitees” has the meaning set forth in Section 7;

(o) “Indemnified Liabilities” has the meaning set forth in Section 7;

(p) “Initial Public Offering” shall mean the initial public offering and sale of shares of capital stock of the Company or any Beneficiary Affiliate (or any successor of either) for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended or equivalent foreign securities laws (other than a registration statement on Form S-4 or S-8 (or any similar or successor form))

(q) “Loss” means losses, liabilities, damages, costs and/or expenses in connection therewith, including without limitation all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,

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being or preparing to be a witness in, responding to a subpoena, or otherwise participating in, any proceeding including, but not limited to, litigation expenses incurred after the date on which none of the Advisor’s respective Affiliates or associated investment funds own an interest in the Company, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such expenses;

(r) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(s) “Subsidiary” and “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;

(t) “Tax” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;

(u) “Term” has the meaning set forth in Section 1;

(v) “Transaction Fees” has the meaning set forth in Section 3;

(w) “Transaction Services” has the meaning set forth in Section 2; and

(x) “VAT” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.

11. Assignment. No party may assign or delegate any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be unreasonably withheld or delayed).

12. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been

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approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

13. Successors. This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.

14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

15. Remedies. Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.

16. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

17. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

18. Business Days. If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.

19. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

20. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Transaction Services Agreement as of the date first written above.

COMPANY:
Bain Capital Everest US Holding Inc.
Acting by:
/s/ Stephen M. Zide
Name:	Stephen M. Zide
Title:	President
Name:
Title:
BAIN:
Bain Capital Partners, LLC
By:	/s/ Stephen M. Zide
Name:	Stephen M. Zide
Its:	Managing Director

EX-10.12

Exhibit 10.12

EXECUTION COPY

LATEX JOINT VENTURE OPTION AGREEMENT

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”).

WHEREAS, Dow, the Styron Parties and Styron S.à.r.l., a limited liability company (Société à responsabilité limitée) formed under the laws of Luxembourg (as assignee of STY Acquisition Corp.) (the “Purchaser”) have entered into a Sale and Purchase Agreement, dated as of March 2, 2010 (the “Sale and Purchase Agreement”), pursuant to which Dow has agreed to sell, and Purchaser has agreed to acquire, the Styron Equity Interests; and

WHEREAS , as a condition to the willingness of Dow to enter into the Sale and Purchase Agreement, the Styron Parties have agreed to grant Dow an option to purchase 50% of the issued and outstanding interests (the “Interests”) in a joint venture (the “Joint Venture”) to be formed by Dow and the Styron Parties with respect to the Emerging Markets SB Latex Business.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and in the Sale and Purchase Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

THE OPTION

SECTION 1.01. Grant and Exercise of Option

The Styron Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Styron Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Styron Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Styron Parties provide written notice (“Styron Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Styron Parties do not consummate an IPO within 180 days of the delivery of such Styron Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Styron Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt

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financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Styron Parties taken as a whole.

SECTION 1.02. Joint Venture Formation and Governance

(a) In the event that Dow exercises the Option, the parties hereto shall as soon as reasonably practicable: (i) form the Joint Venture, (ii) enter into a joint venture formation agreement (the “Joint Venture Formation Agreement”) pursuant to which all of the assets of the Emerging Markets SB Latex Business shall be contributed by the Styron Group to the Joint Venture (which agreement shall contain customary representations, warranties covenants and indemnities), (iii) enter into a shareholders agreement on customary terms including with respect to the governance of the Joint Venture (which agreement shall include the Governance Principles), and (iv) enter into customary ancillary agreements with respect to the Joint Venture and the transfer of the Interests to Dow (the agreements referred to in clauses (ii) through (iv) collectively, the “Transaction Documents”). The closing of the transactions contemplated by this Agreement (the JV Closing”) shall occur as soon as all required approvals and consents of Governmental Authorities have been obtained.

ARTICLE II

ADDITIONAL AGREEMENTS

SECTION 2.01. New Plants (a) From the date of this Agreement until the JV Closing, the Styron Parties shall have the right to assess and explore opportunities for the Emerging Markets SB Latex Business with respect to new plants for the manufacture of SB Latex Products at existing and planned Dow sites in the Covered Territories which plants shall receive site services consistent with the terms and conditions set forth in the site services agreements entered into by Dow and the members of the Styron Group in connection with the transactions contemplated by the Sale and Purchase Agreement; provided, however, that any arrangement contemplated by this paragraph (a) shall be subject to the negotiation and execution of definitive documentation in each party’s sole and absolute discretion.

(b) Following the JV Closing, the Joint Venture shall have the right to assess and explore opportunities for the Emerging Markets SM Latex Business with respect to new plants for the manufacture of SB Latex Products at existing and planned Dow sites in the Covered Territories which plants shall receive site services consistent with the terms and conditions set forth in the site services agreements entered into by Dow and the members of the Styron Group in connection with the transactions contemplated by the Sale and Purchase Agreement, provided, however, that any arrangement contemplated by this paragraph (b) shall be subject to the negotiation and execution of definitive documentation in each party’s sole and absolute discretion.

(c) Following the JV Closing, Dow shall have the right to assess and explore opportunities with respect to new plants for the manufacture of products at existing and planned Joint Venture sites which plants shall receive site services consistent with the terms and conditions set forth in the site services agreements entered into by Dow and the members of the

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Styron Group in connection with the transactions contemplated by the Sale and Purchase Agreement; provided, however, that any arrangement contemplated by this paragraph (c) shall be subject to the negotiation and execution of definitive documentation in each party’s sole and absolute discretion.

SECTION 2.02. Qualified Bidder. Prior to the Termination Date Dow will consider the Styron Parties to be “qualified bidders” in respect of any publicly announced divestiture in which the Styron Parties have expressed their written interest; provided, however, that Dow shall not be obligated to give any member of the Styron group any preferential treatment or enter into any agreement with the Styron Parties in connection with any such divestiture. For the avoidance of doubt, no preferential treatment shall be given to any bid submitted by the Styron Parties in connection with any such divestiture and Dow shall retain the right, in its sole and absolute discretion, to enter into any agreement with any third party with respect to any such divestiture.

SECTION 2.03 Further Actions The parties hereto shall and shall cause their respective Affiliates to, use their reasonable best efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, all things necessary, proper or advisable under applicable Law, and to execute and deliver this Agreement and, in the event that Dow exercises the Option and subject to the terms of this Agreement, the Transaction Documents and such documents and other papers and to obtain such consents and approvals as may be required to carry out the provisions of this Agreement and the Transaction Documents or to consummate and make effective the transactions contemplated hereby and thereby.

ARTICLE III

FAIR MARKET ENTERPRISE VALUE

SECTION 3.01. Determination of Fair Market Enterprise Value The fair market enterprise value of the Interests means a cash price that an unaffiliated third party would be willing to pay to acquire the Interests in an arm’s-length transaction net of any debt attributable to the Emerging Markets SB Latex Business (the “Fair Market Enterprise Value”). The Fair Market Enterprise Value shall be determined as follows:

(a) Upon receipt of the Option Exercise Notice by the Styron Parties, Dow and the Styron Parties shall each appoint one or several representative(s) to negotiate in good faith in order to agree upon the Fair Market Enterprise Value. In the event that such representatives are unable to agree upon the Fair Market Enterprise Value within 30 days of the Styron Parties’ receipt of the Option Exercise Notice, then Dow and the Styron Parties shall each designate one investment banking firm of recognized international standing to determine the Fair Market Enterprise Value. Within 45 days after such appointment, each investment banking firm shall have determined the Fair Market Enterprise Value and shall have delivered such determinations to Dow and the Styron Parties. In the event that the difference between such determinations is equal to or less than 10% of the higher determination of Fair Market Enterprise Value, then the Fair Market Enterprise Value shall be the average of the two determinations In the event that the difference between such determinations is greater than 10% of the higher

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determination of Fair Market Enterprise Value, Dow and the Styron Parties shall within 30 days of their receipt of such determinations, reasonably agree upon and appoint an investment banking firm of recognized international standing (the “Neutral Appraiser”) to determine the Fair Market Enterprise Value. The Neutral Appraiser shall, within 45 days of such appointment, make a determination as to the Fair Market Enterprise Value; provided, that such value shall not (i) exceed the higher determination of Fair Market Enterprise Value described in paragraph (a) or (ii) be less than the lower determination of Fair Market Enterprise Value described in paragraph (a).

(b) The Styron Parties shall provide reasonable access during normal business hours to each of the designated investment banking firms to members of management of the Styron Parties and to the books and records of the Styron Parties so as to allow such investment banking firms to conduct due diligence examinations in scope and duration as are customary in valuations of this kind (subject to the investment banking firms entering into an appropriate confidentiality agreement and provided that access by Dow’s appointed investment bank shall be conducted at Dow’s sole expense and in such a manner as not to interfere with the normal operations of the business of the respective Styron Parties.). Dow and the Styron Parties agree to cooperate with each of the investment banking firms and to provide such information as may reasonably be requested. Notwithstanding anything to the contrary in this Agreement, the parties hereto shall not be required to disclose any information to any other party if such disclosure would jeopardize any attorney-client or other legal privilege or contravene any applicable laws fiduciary duty or agreement entered into prior to the date of this Agreement.

(c) All costs and expenses, including fees and disbursements of counsel, Investment bankers and accountants, incurred in connection with the determination of Fair Market Enterprise Value shall be borne by the party incurring such costs and expenses; provided, that the costs and expenses of the Neutral Appraiser shall be borne equally by the parties.

ARTICLE IV

DEFINITIONS

SECTION 4.01. Definitions. Terms used but not defined in this Agreement shall have the meanings ascribed to them in the Sale and Purchase Agreement As used in this Agreement, the following terms shall have the following meanings:

“Covered Territories” means Asia, Latin America, the Middle East, Africa, Eastern Europe, Russia and India

“Emerging Markets SB Latex Business” means the research, development manufacture, distribution, marketing and sale of the SB Latex Products in the Covered Territories including any assets relating thereto.

“Governance Principles” means the governance principles substantially similar to, unless otherwise agreed by the parties, the governance principles contained in the Limited Liability Company Agreement of Americas Styrenics LLC, dated as of May 1, 2008, by and among Chevron Phillips Chemical Company LP, a Delaware limited

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partnership, Dow and Americas Styrenics LLC, a Delaware limited liability company, including Article 3 through Article 7 and Article 12 thereof.

ARTICLE V

MISCELLANEOUS

SECTION 5.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the JV Closing shall have occurred.

SECTION 5.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service or by facsimile to the respective parties hereto at the following addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section 5.02):

(a) if to Dow:

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

Facsimile:  (989) 638-9347

Attention: Executive Vice President and General Counsel

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

Facsimile:  (212) 848-7179

Attention: George A. Casey, Esq.

(b) if to the Styron Parties:

c/o Bain Capital Partners, LLC

590 Madison Avenue, 42nd Floor

New York, NY 10022

Facsimile:  (212) 421-2225

Attention: Stephen M. Zide

with a copy to:

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Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Facsimile:  212) 446-6460

Attention: Eunu Chun, Esq.

SECTION 5.03. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 5.04. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by operation of Law or otherwise without the express written consent of Dow and the Styron Parties (which consent may be granted or withheld in the sole and absolute discretion of each of Dow or the Styron Parties, as applicable), as the case may be, and any attempted assignment without such consent shall be null and void.

SECTION 5.05. Amendment. This Agreement may not be amended or modified except (i) by an instrument in writing signed by, or on behalf of, Dow and the Styron Parties that expressly references the Section of this Agreement to be amended; or (ii) by a waiver in accordance with Section 5.06.

SECTION 5.06. Waiver. Any party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other parties; (ii) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered by the other parties pursuant hereto; or (iii) waive compliance with any of the agreements of the other parties or conditions to such parties’ obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 5.07. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 5.08. Specific Performance. The parties hereto acknowledge and agree that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached

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and that any non-performance or breach of this Agreement by any party hereto could not be adequately compensated by monetary damages alone and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), such party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking. The parties hereto further acknowledge and agree that they shall not contest the appropriateness of specific performance as a remedy.

SECTION 5.09. Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR PRINCIPLES THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

(b) ALL ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY; PROVIDED, HOWEVER, THAT IF SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH ACTION, SUCH ACTION SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ANY DELAWARE STATE COURT OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR IN THE BOROUGH OF MANHATTAN. CONSISTENT WITH THE PRECEDING SENTENCE EACH OF THE PARTIES HERETO HEREBY (I) SUBMITS GENERALLY AND UNCONDITIONALLY TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, ANY DELAWARE STATE COURT OR FEDERAL COURT SITTING IN THE STATE OF DELAWARE OR IN THE BOROUGH OF MANHATTAN, FOR THE PURPOSE OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT BY ANY PARTY HERETO; (II) IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE, OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE ACTION IS IMPROPER, OR THAT THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY ANY OF THE ABOVE-NAMED COURTS; (III) AGREES NOT TO BRING OR PERMIT ANY OF ITS AFFILIATES TO BRING ANY ACTION IN ANY JURISDICTION WITH RESPECT TO THE MATTERS DESCRIBED IN THIS SECTION 5.09 OTHER THAN THE EXCLUSIVE JURISDICTION PROVIDED IN SECTION 5.09; AND (IV) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 5.02, IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH

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PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

SECTION 5.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY SEEK TO ENFORCE THE FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

SECTION 5.11. Interpretation. Section 1.03 (Interpretation and Rules of Construction) of the Sale and Purchase Agreement is incorporated herein by reference and shall apply to this Agreement mutatis mutandis.

SECTION 5.12. Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf’ form) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.

THE DOW CHEMICAL COMPANY
By:	/s/ Stephen Doktycz
	Name: Stephen Doktycz
	Title: Authorized Representative

[Signature Page to the Latex Joint Venture Agreement]

STYRON LLC
By:	/s/ Timothy King
	Name: Timothy King
	Title: Authorized Representative

[Signature Page to the Latex Joint Venture Agreement]

STYRON HOLDING B.V.
By:	/s/ Timothy King
	Name: Timothy King
	Title: Authorized Representative

[Signature Page to the Latex Joint Venture Agreement]

EX-10.13

Exhibit 10.13

[CONFORMED COPY (INCORPORATING THE FIRST

AMENDMENT TO CREDIT AGREEMENT

DATED AS OF FEBRUARY 2, 2011)]

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 LENDERS PARTY HERETO FROM TIME TO TIME

DEUTSCHE BANK SECURITIES INC.

and

HSBC SECURITIES (USA) INC.,

as Joint Lead Arrangers,

MIZUHO CORPORATE BANK, LTD.,

as Co-Documentation Agent with respect to the Revolving Credit Facility,

THE BANK OF NOVA SCOTIA,

as Co-Documentation Agent with respect to the Term Loans,

SUMITOMO MITSUI BANKING CORPORATION,

as Managing Agent

and

DEUTSCHE BANK SECURITIES INC.

HSBC SECURITIES (USA) INC.

BARCLAYS CAPITAL

and

BMO CAPITAL MARKETS,

as Joint Bookrunners

Table of Contents

	Page
ARTICLE I. Definitions and Accounting Terms		1
Section 1.01 Defined Terms		2
Section 1.02 Luxembourg Terms		61
Section 1.03 Belgian Terms		61
Section 1.04 Other Interpretive Provisions		62
Section 1.05 Accounting Terms		62
Section 1.06 Rounding		63
Section 1.07 References to Agreements, Laws, Etc.		63
Section 1.08 Times of Day		63
Section 1.09 Timing of Payment of Performance		63
Section 1.10 Pro Forma Calculations		64
Section 1.11 Currency Equivalents		65
Section 1.12 Exchange Rate		66
Section 1.13 Additional Alternative Currencies		66
ARTICLE II. The Commitments and Credit Extensions		67
Section 2.01 The Loans		67
Section 2.02 Borrowings, Conversions and Continuations of Loans		67
Section 2.03 Letters of Credit		69
Section 2.04 Swing Line Loans		78
Section 2.05 Prepayments		82
Section 2.06 Termination or Reduction of Commitments		85
Section 2.07 Repayment of Loans		86
Section 2.08 Interest		87
Section 2.09 Fees		88
Section 2.10 Computation of Interest and Fees		89
Section 2.11 Evidence of Indebtedness		89
Section 2.12 Payments Generally		90
Section 2.13 Sharing of Payments		92
Section 2.14 Reverse Dutch Auction Repurchases		93
Section 2.15 Open Market Purchases		96
Section 2.16 Incremental Credit Extensions		96
Section 2.17 Extensions of Term Loans and Revolving Credit Commitments		99
ARTICLE III. Taxes, Increased Costs Protection and Illegality		103
Section 3.01 Taxes		103
Section 3.02 Illegality		105
Section 3.03 Inability to Determine Rates		105
Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate Loans		106

(i)

Table of Contents

(continued)

	Page
Section 3.05 Funding Losses		107
Section 3.06 Matters Applicable to All Requests for Compensation		107
Section 3.07 Replacement of Lenders under Certain Circumstances		108
Section 3.08 Survival		110
ARTICLE IV. Conditions Precedent to Credit Extensions		110
Section 4.01 First Credit Event		110
Section 4.02 All Credit Events		114
ARTICLE V. Representations and Warranties		114
Section 5.01 Existence, Qualification and Power; Compliance with Laws		114
Section 5.02 Authorization; No Contravention		115
Section 5.03 Governmental Authorization; Other Consents		115
Section 5.04 Binding Effect		116
Section 5.05 Financial Statements; No Material Adverse Effect		116
Section 5.06 Litigation		116
Section 5.07 No Default		116
Section 5.08 Ownership of Property; Liens		117
Section 5.09 Environmental Matters		117
Section 5.10 Taxes		118
Section 5.11 ERISA Compliance		118
Section 5.12 Subsidiaries; Equity Interests		119
Section 5.13 Margin Regulations; Investment Company Act		119
Section 5.14 Disclosure		119
Section 5.15 Labor Matters		120
Section 5.16 Capitalization		120
Section 5.17 Intellectual Property; Licenses, Etc.		121
Section 5.18 Solvency		121
Section 5.19 Subordination of Junior Financing		121
Section 5.20 Insurance		121
Section 5.21 Collateral Documents		121
Section 5.22 No Establishment		123
Section 5.23 Pensions Act		123
Section 5.24 Commercial Benefit		123
ARTICLE VI. Affirmative Covenants		123
Section 6.01 Financial Statements		124
Section 6.02 Certificates; Other Information		127
Section 6.03 Notices		128
Section 6.04 Payment of Obligations		128
Section 6.05 Preservation of Existence, Etc.		128

(ii)

Table of Contents

(continued)

	Page
Section 6.06 Maintenance of Properties		129
Section 6.07 Maintenance of Insurance		129
Section 6.08 Compliance with Laws		130
Section 6.09 Books and Records; Quarterly Management Calls		130
Section 6.10 Inspection Rights		130
Section 6.11 Additional Collateral; Additional Guarantors		131
Section 6.12 Compliance with Environmental Laws		141
Section 6.13 ERISA		141
Section 6.14 Further Assurances and Post-Closing Conditions		142
Section 6.15 Designation of Subsidiaries		142
Section 6.16 Ownership of Subsidiaries; Etc.		143
Section 6.17 Interest Rate Protection		143
Section 6.18 Corporate Rating		143
Section 6.19 Maintenance of Company Separateness		143
ARTICLE VII. Negative Covenants		144
Section 7.01 Liens		144
Section 7.02 Investments		148
Section 7.03 Indebtedness		152
Section 7.04 Fundamental Changes		155
Section 7.05 Dispositions		157
Section 7.06 Restricted Payments		159
Section 7.07 Change in Nature of Business		162
Section 7.08 Transactions with Affiliates		162
Section 7.09 Burdensome Agreements		164
Section 7.10 Capital Expenditures		165
Section 7.11 Financial Covenants		166
Section 7.12 Accounting Changes		168
Section 7.13 Prepayments, Etc. of Indebtedness		168
Section 7.14 Permitted Activities		169
Section 7.15 Modifications of Acquisition Documents, Permitted Refinancing Notes, Certificate of Incorporation, By-Laws and Certain Other Agreements Etc.		170
Section 7.16 Limitation on Creation of Subsidiaries		170
Section 7.17 Limitation on Issuance of Equity Interests		171
Section 7.18 Use of Proceeds		172
Section 7.19 Segregation of Assets or Revenues		172
Section 7.20 Dormant Subsidiary		172
ARTICLE VIII. Events Of Default and Remedies		173
Section 8.01 Events of Default		173
Section 8.02 Remedies Upon Event of Default		175
Section 8.03 Exclusion of Immaterial Subsidiaries		176

(iii)

Table of Contents

(continued)

	Page
Section 8.04 Application of Funds		176
Section 8.05 Holdings’ Right to Cure		177
ARTICLE IX. Administrative Agent and Other Agents		178
Section 9.01 Appointment and Authorization of Agents		178
Section 9.02 Delegation of Duties		183
Section 9.03 Liability of Agents		183
Section 9.04 Reliance by Agents		183
Section 9.05 Notice of Default		184
Section 9.06 Credit Decision; Disclosure of Information by Agents		184
Section 9.07 Indemnification of Agents		185
Section 9.08 Agents in their Individual Capacities		185
Section 9.09 Successor Agents		186
Section 9.10 Administrative Agent May File Proofs of Claim		187
Section 9.11 Collateral and Guaranty Matters		188
Section 9.12 Other Agents; Arrangers and Managers		189
Section 9.13 Appointment of Supplemental Agents		190
Section 9.14 Withholding Tax Indemnity		191
Section 9.15 Parallel Debt owed to Collateral Agent		191
Section 9.16 Appointment of Fondé de Pouvoir		192
ARTICLE X. Miscellaneous		193
Section 10.01 Amendments, Etc.		193
Section 10.02 Notices and Other Communications; Facsimile Copies		195
Section 10.03 No Waiver; Cumulative Remedies		197
Section 10.04 Attorney Costs and Expenses		197
Section 10.05 Indemnification		198
Section 10.06 Payments Set Aside		199
Section 10.07 Successors and Assigns		199
Section 10.08 Confidentiality		205
Section 10.09 Setoff		206
Section 10.10 Interest Rate Limitation		206
Section 10.11 Counterparts		207
Section 10.12 Integration; Termination		207
Section 10.13 Survival of Representations and Warranties		207
Section 10.14 Severability		208
Section 10.15 GOVERNING LAW		208
Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY		209
Section 10.17 Process Agent		209
Section 10.18 Binding Effect		209
Section 10.19 USA Patriot Act		210
Section 10.20 No Advisory or Fiduciary Responsibility		210

(iv)

Table of Contents

(continued)

	Page
Section 10.21 Judgment Currency		211
Section 10.22 Certain Undertakings with Respect to any Securitization Subsidiary		212
Section 10.23 Australian Personal Property Securities Act		212
Section 10.24 Release of Security and Assignments under Swedish Law		213
ARTICLE XI. Guarantee		213
Section 11.01 The Guarantee		213
Section 11.02 Obligations Unconditional		214
Section 11.03 Reinstatement		215
Section 11.04 Subrogation; Subordination		215
Section 11.05 Remedies		216
Section 11.06 Instrument for the Payment of Money		216
Section 11.07 Continuing Guarantee		216
Section 11.08 General Limitation on Guarantee Obligations		216
Section 11.09 Specific Limitation for Swiss Guarantors		216
Section 11.10 Specific Limitation for Swedish Guarantors		218
Section 11.11 Specific Limitation for Belgian Guarantors		218
Section 11.12 Specific Limitation for German Guarantors		220
Section 11.13 Specific Limitation for English Guarantors		223
Section 11.14 Specific Limitation to Italian Guarantors		223
Section 11.15 Specific Limitation to French Guarantors		224
Section 11.16 Specific Limitation for Spanish Guarantors		224
Section 11.17 Specific Limitation for Hong Kong Guarantors		225
Section 11.18 Specific Limitation for and in respect of Singapore Guarantors		225
Section 11.19 Specific Limitation for Luxembourg Guarantors		225
Section 11.20 Specific Limitation for Dutch Guarantors		227
Section 11.21 Specific Limitation for Irish Guarantors		227
Section 11.22 Release of Guarantors		227
Section 11.23 Right of Contribution		228

SCHEDULES

Schedule 1.01A	—	Commitments
Schedule 1.01B	—	Unrestricted Subsidiaries
Schedule 2.14	—	Reverse Dutch Auction Procedures
Schedule 4.02(f)	—	Local Counsel Opinions
Schedule 5.08	—	Ownership of Property
Schedule 5.09(a)	—	Environmental Matters
Schedule 5.12	—	Subsidiaries and Other Equity Investments
Schedule 6.14	—	Certain Collateral Documents
Schedule 7.01(b)	—	Existing Liens
Schedule 7.02(f)	—	Existing Investments
Schedule 7.03(b)	—	Existing Indebtedness

(v)

Table of Contents

(continued)

			Page
Schedule 7.08	—	Transactions with Affiliates
Schedule 7.09	—	Certain Contractual Obligations
Schedule 10.02	—	Administrative Agent’s Office, Certain Addresses for Notice

EXHIBITS

Form of

Exhibit A	—	Committed Loan Notice
Exhibit B	—	Swing Line Loan Notice
Exhibit C-1	—	Term Note
Exhibit C-2	—	Revolving Credit Note
Exhibit C-3	—	Swing Line Note
Exhibit D	—	Compliance Certificate
Exhibit E	—	Assignment and Assumption
Exhibit F	—	Pledge and Security Agreement
Exhibit G	—	Intercompany Note
Exhibit H	—	Guarantor Joinder
Exhibit I	—	Solvency Certificate
Exhibit J	—	Request for L/C Issuance

(vi)

CREDIT AGREEMENT

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”).

PRELIMINARY STATEMENTS

Pursuant to the Sale and Purchase Agreement (as amended to, but not including, the date hereof, the “Acquisition Agreement”), dated as of March 2, 2010, among The Dow Chemical Company (the “Seller”), Styron LLC, Styron Holding BV and the Borrower, the Seller agreed to sell and the Borrower agreed to purchase all of the limited liability company interests of Styron LLC, all of the equity interests of Styron Holdings B.V., and certain intercompany notes due from the operating subsidiaries of the Seller (such purchase, the “Acquisition” and the limited liability company interests and equity interests to be acquired pursuant thereto, the “Acquired Business”).

To finance, in part, the Acquisition, the repayment of Indebtedness to be repaid in connection therewith and to pay fees and expenses in connection with the Transaction, the Investors will make a cash equity contribution (the “Equity Contribution”) to Holdings (who shall, in turn, use all of the proceeds thereof to make a cash equity contribution to the Borrower) in an aggregate amount equal to at least 40% of the aggregate funds required to consummate the Acquisition and to pay the fees and expenses incurred in connection with the Transaction and to repay any Indebtedness to be repaid in connection therewith (such required funds, the “Aggregate Funds”); provided that the calculation of the amount of the Equity Contribution for the purposes of the aforementioned percentage shall include the amount of any equity received by the Seller in lieu of cash consideration in connection with the Acquisition; provided further that any such equity received by the Seller in lieu of cash shall not comprise more than 15% of the Aggregate Funds.

In connection with the transactions contemplated by the Acquisition Agreement, on the Closing Date an indirect parent of Holdings shall assume the obligations under an unsecured subordinated seller note issued by Holdings to the Seller in an aggregate principal amount equal to $75,000,000 (the “Seller Note”).

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans in an aggregate principal amount of $800,000,000 and (ii) Revolving Credit Loans in an aggregate principal amount of $240,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

Definitions and Accounting Terms

Section 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired Business” has the meaning specified in the preliminary statements hereto.

“Acquisition” has the meaning specified in the preliminary statements hereto.

“Acquisition Agreement” has the meaning set forth in the preliminary statements hereto.

“Acquisition Agreement Representations” means such of the representations and warranties made by the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right (determined without regard to any notice requirements) to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations or warranties.

“ACRA” means the Accounting and Corporate Regulatory Authority of Singapore.

“Additional Lender” has the meaning specified in Section 2.16(d).

“Administrative Agent” means DBNY, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

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“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Funds” has the meaning specified in the preliminary statements hereto.

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“AHYDO Payment” means a payment in respect of Indebtedness in an amount sufficient to ensure that such Indebtedness will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code.

“Alternative Currency” means Euros, Pounds Sterling and each other currency that is approved in accordance with Section 1.13.

“Applicable ECF Percentage” means, for any fiscal year of Holdings (commencing with the fiscal year beginning on January 1, 2011), (a) 75% if the Total Leverage Ratio as of the last day of such fiscal year is greater than 3.50:1.00, (b) 50% if the Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50:1.00 and greater than 2.00:1.00, (c) 25% if the Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.00:1.00 and greater than 1.50:1.00 and (d) zero if the Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 1.50:1.00.

“Applicable Margin” means a percentage per annum equal to:

(a) (i) prior to the First Amendment Effective Date and the making of the Replacement Term Loans, with respect to Term Loans maintained as (x) Base Rate Loans, 4.75% and (y) LIBO Rate Loans, 5.75%, and (ii) on and after the First Amendment Effective Date following the making of the Replacement Term Loans, with respect to Term Loans maintained as (x) Base Rate Loans, 3.50% and (y) LIBO Rate Loans, 4.50%;

(b) with respect to Revolving Credit Loans (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, for Revolving Credit Loans (A) maintained as Base Rate Loans, 4.75% and (B) maintained as LIBO Rate Loans, 5.75%, and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

		Applicable Margin for Revolving Credit Loans
Pricing Level	Total Leverage Ratio	LIBO Rate			Base Rate
1	£1.50:1.00		5.25	%		4.25	%
2	>1.50:1.00 but		5.50	%		4.50	%

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	£2.00:1.00
3	>2.00:1.00	5.75	%	4.75	%

(c) with respect to Swing Line Loans (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, 4.75%, and (ii) thereafter, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Pricing Level	Total Leverage Ratio	Applicable Margin for Swing  Line Loans
1	£1.50:1.00		4.25	%
2	>1.50:1.00 but		4.50	%
	£2.00:1.00
3	>2.00:1.00		4.75	%

Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative Agent or the Required Lenders, the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a), (b) (with respect to any covenant in Section 7.11), (f) or (g) shall have occurred and be continuing hereunder and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

In the event that any financial statements under Section 6.01 or a Compliance Certificate is shown to be inaccurate at any time that this Agreement is in effect and any Loans or Commitments are outstanding hereunder when such inaccuracy is discovered or within 91 days after the date on which all Loans have been repaid and all Commitments have been terminated, and such inaccuracy, if corrected, would have led to a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Holdings shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Lenders owe any amounts to the Borrower), and (iii) the Borrower shall pay to the Administrative Agent promptly upon demand (and in no event later than five (5) Business Days after demand) any additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until demand is made for such payment pursuant to clause (iii) above and accordingly,

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any nonpayment of such interest as result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to such demand.

Notwithstanding the foregoing, (x) the Applicable Margin in respect of any tranche of Extended Revolving Commitments or any Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer and (y) the Applicable Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.17(b).

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc.

“ASIC” means the Australian Securities and Investments Commission.

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable, documented fees, expenses and disbursements of any law firm or other external legal counsel required to be reimbursed by any Loan Party pursuant to the terms of any Loan Document.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Auction” shall have the meaning set forth in Section 2.14(a).

“Auction Manager” shall have the meaning set forth in Section 2.14(a).

“Auction Notice” has the meaning set forth in Schedule 2.14.

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“Australian PPS Act” means the Personal Property Securities Act 2009 (Cth) (Australia).

“Australian PPS Law” means (a) the Australian PPS Act and (b) any amendment made at any time to any other Laws as a consequence of the Australian PPS Act.

“Australian Subsidiary” means any Subsidiary of Holdings incorporated, organized or established under the laws of Australia.

“Australian Whitewash Documents” means all documents (including all resolutions, notices of meeting, explanatory statements and forms) which are required to be lodged with ASIC in connection with the giving of financial assistance by a Loan Party.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Back-Stop Arrangements” means, collectively the Letter of Credit Back-Stop Arrangements and the Swing Line Back-Stop Arrangements.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by DBNY as its “prime rate” and (c) the LIBO Rate for an Interest Period of one month commencing on such day plus 1.00% per annum; provided that in no event shall the Base Rate be less than (x) 2.75% per annum for all Revolving Credit Loans maintained as Base Rate Loans, (y) 2.75% per annum for all Term Loans maintained as Base Rate Loans and outstanding prior to the First Amendment Effective Date and the making of Replacement Term Loans and (z) 2.50% per annum for all Term Loans maintained as Base Rate Loans and outstanding on and after the First Amendment Effective Date following the making of the Replacement Term Loans. The “prime rate” is a rate set by DBNY based upon various factors including DBNY costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning provided in the introductory paragraph hereof.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Luxembourg or the State where the Administrative Agent’s Office is located and if such day relates to any interest rate settings as to a LIBO Rate Loan, any fundings, disbursements, settlements and payments in respect of any such LIBO Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such LIBO Rate Loan, means any such

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day on which dealings in deposits are conducted by and between banks in the London interbank eurodollar market.

“Calculation Date” shall mean (a) the first Business Day of each calendar month, (b) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of the issuance, amendment, renewal or extension of a Letter of Credit denominated in an Alternative Currency and (c) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.

“Canadian Guarantors” has the meaning specified in Section 11.01.

“Canadian Insolvency Law” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, and any successors to such statutes and any proceeding under applicable corporate law seeking an arrangement of, or stay of proceedings to enforce, some or all of the claims of the corporation’s creditors against it.

“CapEx Pull-Forward Amount” has the meaning set forth in Section 7.10(b).

“Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment and other deferred charges included in Capital Expenditures reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries and (b) without duplication, the value of all assets under Capitalized Leases incurred by Holdings and its Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, re-stored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of assets that would otherwise constitute Capital Expenditures to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings or any Restricted Subsidiary (whether paid directly by such Person or by reimbursing Holdings or such Restricted Subsidiary) and for which neither Holdings nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period) or (v) expenditures that constitute Permitted Acquisitions.

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“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at DBNY (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments:

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 24 months from the date of acquisition thereof;

(c) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof;

(d) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, in which

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such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) Investments (other than in structured investment vehicles and structured financing transactions) with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h) Investments, classified in accordance with GAAP as current assets, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (g) of this definition;

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction;

(j) Dollars, Pounds Sterling, Canadian Dollars, Euro, or any national currency of any participating member of the European Union; and

(k) investment funds investing at least 95% of their assets in securities of the types described in clauses (a) through (j) above.

“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“Change of Control” shall be deemed to occur if:

(a) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as

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in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(b) at any time after a Qualified IPO, (i) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Investors or any “group” including any Permitted Holders, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in Holdings’ capital stock and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in Holdings’ capital stock or (ii) Continuing Directors shall at any time cease to constitute of a majority of the board of directors of Holdings;

(c) a “change of control” (or similar event) shall occur under the Junior Financing Documentation, Permitted Refinancing Notes Documents, any Indebtedness for borrowed money permitted under Section 7.03 with an aggregate principal amount in excess of the Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing with an aggregate principal amount in excess of the Threshold Amount; or

(d) Holdings shall cease to own 100% of the Equity Interests of the Borrower.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders, Term Lenders, Extending Revolving Credit Lenders or Extending Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Extended Revolving Credit Commitment or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Term Loans or Extended Term Loans.

“Closing Date” means the first date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01; provided that the Closing Date shall occur on or prior to the Expiration Date.

“Closing Date Guarantors” means Holdings and each Subsidiary of Holdings (other than the Borrower) party to this Agreement on the Closing Date.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations related thereto.

“Collateral” means the “Collateral” as defined in the Security Agreement and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document.

“Collateral Agent” means DBNY, in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

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(a) on the Closing Date the Administrative Agent shall have received each Collateral Document to the extent required to be delivered on the Closing Date pursuant to Section 4.01(e), subject to the limitations and exceptions of this Agreement, duly executed by each Loan Party thereto;

(b) the Obligations shall have been secured by a first-priority security interest in (i) all the Equity Interests of and intercompany debt owing to the Borrower and (ii) all Equity Interests of and intercompany debt owing to each Restricted Subsidiary of the Borrower that is directly owned by a Loan Party and that is not an Excluded Subsidiary, in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(c) the Obligations shall have been secured by a first-priority perfected security interest in, and Mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor (including Equity Interests (whether of an Excluded Subsidiary or otherwise) and intercompany debt, accounts, inventory, equipment, investment property, contract rights, securities, patents, trademarks, other intellectual property, other general intangibles, cash, bank and securities deposit accounts, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(d) subject to limitations and exceptions of this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth in the proviso of Section 4.01(e)) and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property is required under Section 6.11 or 6.14 (together with any Material Real Property that is subject to a Mortgage on the Closing Date, each, a “Mortgaged Property”), the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes, stamp duty and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (it being understood that if a mortgage tax or notary fee or registration fee or other similar tax will be owed or calculated on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) other than with respect to Mortgaged Properties located in Australia, Belgium, England and Wales, Germany, Hong Kong (unless the Administrative Agent determines, in its reasonable opinion, there to be a defect in such title), Italy, Luxembourg, The Netherlands, Singapore, Spain, Sweden, Switzerland and any other jurisdiction, as reasonably determined by the Collateral Agent, in which title insurance is not customary, fully paid policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property that is owned in fee by the applicable Loan Party (the “Mortgage Policies”) issued by a title insurance company reasonably acceptable to the Administrative Agent in form and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 100% of the fair market value

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of the real properties covered thereby), insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 7.01 and other Liens reasonably acceptable to the Administrative Agent each of which shall (A) to the extent reasonably necessary, include such reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (C) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (which may include endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions, in each case only if available after the applicable Loan Party uses commercially reasonable efforts), (iii) customary legal opinions (as determined with reference to any applicable jurisdiction), addressed to the Administrative Agent and the Secured Parties, reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request, and (iv) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each U.S. Mortgaged Property duly executed and acknowledged by the appropriate Loan Parties; and

(e) after the Closing Date, each Restricted Subsidiary of the Borrower that is not an Excluded Subsidiary and not a Dormant Subsidiary shall become a Guarantor and signatory to this Agreement pursuant to a Guarantor Joinder in accordance with Section 6.11 or 6.14; provided that notwithstanding the foregoing provisions, any Subsidiary of the Borrower that Guarantees the Junior Financing shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(A) The foregoing definition shall not require, unless otherwise stated in this clause (A), the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance (if applicable) or taking other actions with respect to, (i) (x) any fee owned real property (other than Material Real Properties) or (y) any leased real property; provided that the Loan Parties shall be required to use commercially reasonable efforts to (I) obtain leasehold mortgages on leased real property that is Material Real Property and (II) to the extent requested by the Collateral Agent, landlord waivers, estoppels and/or collateral access letters with respect to leased real property that is Material Real Property, (ii) motor vehicles and other assets subject to certificates of title, letters of credit with a face value of less than $5,000,000 and commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $5,000,000 (it being understood that all such assets are still intended to constitute Collateral, even though perfection beyond a UCC or PPSA filing (or the equivalent thereof) is not required hereunder, to the extent a security interest can be created therein without a specific description thereof, without delivery of a supplement to a Collateral Document or without the taking of any action or obtaining the consent of any Person, including any

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Governmental Authority), (iii) any particular asset, if the pledge thereof or the security interest therein is prohibited by Law other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition, (iv) any agreement or other property or rights of a Loan Party arising under or evidenced by any contract, lease, instrument, license or document to the extent the pledges thereof and security interests therein (A) are prohibited by such agreement contract, lease, instrument, license or document (including any permitted lien, lease and license), (B) would give any other party to such agreement, contract, lease, instrument, license or document the right to terminate its obligations thereunder or (C) is permitted only with the consent of another party (including, without limitation, consent of any Governmental Authority), if such consent has not been obtained, other than, in each case, proceeds and receivables thereof, except, in each case, to the extent the pledge of such agreements or other property or rights is expressly deemed effective, or such prohibition is unenforceable against third parties, under the Uniform Commercial Code or other applicable law or principle of equity notwithstanding such prohibition, (v) Equity Interests in, or assets of, Unrestricted Subsidiaries or Dormant Subsidiaries, (vi) Equity Interests in any joint venture if the pledge of such Equity Interests would cause a breach or default or require a consent that has not been obtained, in each case under the terms of any agreement related to such joint venture, (vii) any particular assets if, in the reasonable judgment of the Administrative Agent evidenced in writing, determined in consultation with the Borrower, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets or obtaining title insurance is excessive in relation to the benefits to be obtained therefrom by the Secured Parties under the Loan Documents, (viii) any particular assets if it would result in a significant risk to the officers of the relevant grantor of Collateral of contravention with their fiduciary duties and/or of civil or criminal liability (unless there is customary limitation language agreed for the German Companies (in relation to the German Security)), (ix) any Equity Interest of any Subsidiary of Holdings (other than the Borrower and other Domestic Subsidiaries of Holdings) the pledge of which is prohibited by applicable Law or the pledge of which would require governmental consent, approval, license or authorization, after the use of commercially reasonable efforts to obtain such consent, approval, license or authorization and (x) the Securitization Assets, any bank account of a Loan Party or any Restricted Subsidiary into which only Securitization Assets are collected or any bank account of the Securitization Subsidiary, in each case over which a Lien may be granted in connection with a Permitted Securitization and for only so long as such bank accounts do not receive or hold funds of a Loan Party or any Restricted Subsidiary;

(B) The foregoing definition shall not require control agreements and perfection by “control” with respect to any Collateral (including deposit accounts, securities accounts, etc.);

(C) The Administrative Agent in its discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Borrower, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be

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required by this Agreement or the Collateral Documents; provided that the Collateral Agent shall have received on or prior to the Closing Date, (i) UCC financing statements in appropriate form for filing under the UCC in the jurisdiction of incorporation or organization or in the District of Columbia, as the case may be, of each of Holdings, the Borrower and each other Loan Party and (ii) any certificates or instruments representing or evidencing Equity Interests of the Borrower and any Closing Date Guarantor accompanied by instruments of transfer and stock powers undated and endorsed in blank; and

(D) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, Intellectual Property Security Agreements, deeds of hypothecs, bonds, bond pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01, Section 6.11 or Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Combined Styron Financials” has the meaning set forth in Section 1.05.

“Commitment” means a Term Commitment, a Revolving Credit Commitment or an Extended Revolving Credit Commitment of any Class, as the context may require.

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period,

Consolidated Net Income for such period,

plus

(a) without duplication, the following amounts (in each case, except with respect to clause (xi) below, to the extent deducted (and not added back) in arriving at such Consolidated Net Income for such period) for such period with respect to Holdings, its Restricted Subsidiaries and the Securitization Subsidiaries that are consolidated entities of Holdings in accordance with GAAP (which shall be determined with respect to any period ending on or prior to the Closing Date in accordance with Section 1.05(b)):

(i) total interest expense determined in accordance with GAAP and, to the extent not reflected in such total interest expense, any losses on hedging obligations or

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other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),

(ii) provision for taxes based on income, profits or capital gains of Holdings and the Restricted Subsidiaries, including, without limitation, federal, state, provincial, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

(iii) depreciation and amortization,

(iv) duplicative running costs, severance, relocation costs or expenses, Transaction Expenses, integration costs, transition costs, pre-opening, opening, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring strategic initiatives, costs incurred in connection with acquisitions and non-recurring product and intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design and implementation costs), project start-up costs and restructuring charges or reserves (including restructuring costs related to acquisitions after the Closing Date and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges); provided that (a) Transaction Expenses incurred, accrued or paid after the end of the first full fiscal quarter ending after the Closing Date that may be added back pursuant to this clause (iv) shall not to exceed $10,000,000 and (b) costs, expenses, charges and reserves (other than Transaction Expenses) added back pursuant to this clause (iv) shall not exceed (x) $12,500,000 for the period from July 1, 2010 to December 31, 2010 and (y) $25,000,000 in any other fiscal year; provided that (I) the unused amounts in any fiscal year (without giving effect to any amount carried over from a prior fiscal year) under this clause (y) may be carried over to the next succeeding fiscal year (but not any other fiscal year) and (II) amounts deducted in any fiscal year shall first be deemed to be allocated against the scheduled amount for such fiscal year before giving effect to any carried over amount.

(v) the amount of any minority interest expense consisting of Restricted Subsidiary income attributable to minority interests of third parties in any non-wholly owned Restricted Subsidiary,

(vi) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid or accrued to the Investors or their Affiliates (or management companies) under the Investor Management Agreement,

(vii) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests),

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(viii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back,

(ix) non-cash expenses, charges and losses (including impairment charges or asset write-offs, losses from investments recorded using the equity method, stock-based awards compensation expense), in each case other than (A) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period and (B) any non-cash charge relating to write-offs, write-downs or reserves with respect to accounts receivable in the normal course or inventory; provided that if any non-cash charges referred to in this clause (ix) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid,

(x) any net loss from discontinued operations,

(xi) the amount of cost savings, operating expense reductions, other operating improvements and synergies projected by Holdings in good faith to be realized in connection with the Transactions or any Specified Transaction (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably anticipated to be realized and factually supportable in the good faith judgment of the Borrower, and (y) such actions are to be taken within (I) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition, Disposition, restructuring or the implementation of an initiative, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xi) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions, other operating improvements and synergies are not associated with the Transactions or a Specified Transaction following the Closing Date, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xi) to the extent occurring more than four full fiscal quarters after the specified action taken in order to

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realize such projected cost savings, operating expense reductions, other operating improvements and synergies and (E) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this clause (xi) shall be subject to the limitations set forth in Section 1.10(c),

(xii) proceeds of business interruption insurance (including, without duplication, payments made to Holdings or any of its Restricted Subsidiaries pursuant to Section      of Acquisition Agreement),

minus

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), (ii) any net gain from discontinued operations and (iii) the amount of any minority interest income consisting of Restricted Subsidiary losses attributable to minority interests of third parties in any non-wholly owned Restricted Subsidiary; provided that, for the avoidance of doubt, any gain representing the reversal of any non-cash charge referred to in clause (a)(ix)(B) above for a prior period shall be added (together with, without duplication, any amounts received in respect thereof to the extent not increasing Consolidated Net Income) to Consolidated EBITDA in any subsequent period to such extent so reversed (or received);

provided that:

(A) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness),

(B) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standard No. 39 and their respective related pronouncements and interpretations and,

(C) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss) for such period attributable to the extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii) other derivative instruments.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement (i) for any period that includes any of the fiscal quarters ended June 30, 2009, September 30, 2009, December 31, 2009 and March 31, 2010, Consolidated EBITDA for such fiscal quarters shall be $71,626,551, $64,069,498, $62,017,229 and $83,659,434, respectively; provided, however, that Consolidated EBITDA for any of the foregoing periods shall be increased by the amount attributable to Returns during such

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period, if any, made to the Acquired Business with respect to the Target JV Interests which are acquired by Holdings or any Restricted Subsidiary on or after the Closing Date, (ii) calculations of Consolidated EBITDA for the fiscal quarter ending June 30, 2010 shall be made as provided in Schedule 1.01(o) of the Acquisition Agreement subject to, without duplication, the add backs provided for above in this definition and (iii) for any period that includes any of the fiscal quarters ended June 30, 2010 or September 30, 2010, Consolidated EBITDA for such fiscal quarters shall be $87,502,000 and $108,503,000, respectively.

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of Holdings, its Restricted Subsidiaries and the Securitization Subsidiaries that are consolidated entities of Holdings, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of Holdings, its Restricted Subsidiaries and the Securitization Subsidiaries that are consolidated entities of Holdings in accordance with GAAP, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under Swap Contracts, and (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133, (d) any cash costs associated with breakage in respect of hedging agreements for interest rates, (e) fees and expenses associated with the consummation of the Transaction, (f) annual agency fees paid to the Administrative Agent and/or Collateral Agent, (g) costs associated with obtaining Swap Contracts and (h) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination and (ii) shall exclude the purchase accounting effects described in the last sentence of the definition of “Consolidated Net Income”.

“Consolidated Net Income” means, for any period, the net income (loss) of Holdings in accordance with GAAP, the Restricted Subsidiaries and the Securitization Subsidiaries that are consolidated entities of Holdings for such period determined on a consolidated basis in accordance with GAAP (which shall be determined with respect to any period ending on or prior to the Closing Date in accordance with Section 1.05(b)), provided, however, that, without duplication,

(a) any after-tax effect of non-recurring or extraordinary items (including gains or losses and all fees and expenses relating thereto) for such period shall be excluded,

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(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income shall be excluded,

(c) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case for any such fee, expense, charge or cost whether or not successful (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards No. 141(R) and gains or losses associated with FASB Interpretation No. 45) shall be excluded,

(d) accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP shall be excluded,

(e) any net after-tax gains or losses from abandoned, disposed of or discontinued operations shall be excluded,

(f) any net after-tax effect of gains or losses (less all fees, expenses and charges) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business, as determined in good faith by Holdings, shall be excluded,

(g) the net income (loss) for such period of any Person that is not a Subsidiary of Holdings, or is an Unrestricted Subsidiary (other than a Securitization Subsidiary that is a consolidated entity of Holdings in accordance with GAAP), or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to Holdings or a Restricted Subsidiary thereof in respect of such period,

(h) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(i) any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of Holdings or the Seller or any of its direct or indirect Restricted Subsidiaries in connection with the Transactions shall be excluded,

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(j) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed or with respect to which the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period of any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded,

(k) to the extent covered by insurance and actually reimbursed or with respect to which the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded,

(l) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Statement on Financial Accounting Standards Nos. 87, 106 and 112, and any other items of a similar nature, shall be excluded,

(m) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into, amalgamated or consolidated with the Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis in accordance with Section 1.10),

(n) any non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133 shall be excluded, and

(o) the income of any Restricted Subsidiary of the Borrower that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary (which has not been waived) shall be excluded, except (solely to the extent permitted to be paid) to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries that are Guarantors by such Person during such period in accordance with such documents and regulations.

There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible

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assets, in-process research and development, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions or other Investments, or the amortization or write-off of any amounts thereof.

“Consolidated Total Net Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings, its Restricted Subsidiaries and the Securitization Subsidiaries that are consolidated entities of Holdings in accordance with GAAP outstanding on such date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition), consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments, minus the lesser of (x) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) of Holdings and its Restricted Subsidiaries that would be reflected on a balance sheet of Holdings and its Restricted Subsidiaries as of such date (in each case free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01) to the extent such cash or Cash Equivalents is held in a deposit account or securities account in which Holdings or its Restricted Subsidiaries have granted a valid and perfected first priority security interest to the Administrative Agent for the benefit of the Secured Parties pursuant to a Collateral Document (or in a deposit account or securities account from which deposits are swept into an account that is subject to such a security interest at least once per week) and (y) the sum of (i) $75,000,000 and (ii) the aggregate principal amount of outstanding Indebtedness of each Securitization Subsidiary that is a consolidated entity of Holdings in accordance with GAAP under all Permitted Securitizations on such date; provided that (i) Consolidated Total Net Debt shall not include Indebtedness in respect of letters of credit, except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be included as Consolidated Total Net Debt until three (3) Business Days after such amount is drawn, (ii) obligations under Swap Contracts entered into for non-speculative purposes shall not constitute Consolidated Total Net Debt and (iii) the aggregate principal amount of the Revolving Credit Facility during any relevant period shall be calculated based on the daily average outstanding amount of the Revolving Credit Loans and the Swing Line Loans during such period.

“Consolidated Working Capital” means, with respect to Holdings and its Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of purchase accounting or (c) any fluctuation in currency exchange rates.

“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Transactions, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is

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recommended by a majority of the then Continuing Directors or such other director receives the vote of the Investors in his or her election by the stockholders of Holdings.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corporations Act” means the Corporations Act 2001 (Cth) (Australia).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) the Cumulative Retained Excess Cash Flow, plus

(b) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests of Holdings or of any direct or indirect parent of Holdings after the Closing Date and on or prior to such date (including upon exercise of warrants or options but excluding in connection with any Specified Equity Contribution and any payment made (directly or indirectly) to Holdings or any of its Restricted Subsidiaries pursuant to Section __ of the Acquisition Agreement), which proceeds have been contributed as common equity to the capital of the Borrower and (ii) the common Equity Interests of Holdings or any direct or indirect parent of Holdings (other than Disqualified Equity Interests of Holdings) issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations) of Holdings or any Restricted Subsidiary of Holdings owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party, which proceeds have not been previously applied for a purpose (including, without limitation, to justify Investments pursuant to Section 7.02(t)(iii) or prepayments of any Junior Financing pursuant to Section 7.13(a)(iv)) other than as an increase in Cumulative Credit, plus

(c) 100% of the aggregate amount of contributions (other than any Specified Equity Contribution or any payment made (directly or indirectly) to Holdings or any of its Restricted Subsidiaries pursuant to Section      of the Acquisition Agreement) to the common capital of Holdings (other than from a Restricted Subsidiary) received in cash after the Closing Date as long as such contribution has been contributed as common equity to the capital of the Borrower, plus

(d) an amount equal to the aggregate Returns actually received by the Borrower or any Restricted Subsidiary in respect of any Investment made after the Closing Date pursuant to Section 7.02(t)(ii) less the amount (if any) of any such Returns that increased Cumulative Credit pursuant to clause (a) above as a result of such Returns, plus

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(e) an amount equal to Returns actually received by the Borrower or any of its Restricted Subsidiaries in respect of any individual Investment pursuant to Section 7.02(t)(i) in excess of Returns on such Investment that reduce utilization of the dollar basket in such Section to zero by operation of the last sentence of the definition of “Investment”; minus

(f) any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(t)(ii) after the Closing Date and prior to such time less the amount (if any) of Investments that reduced Cumulative Credit pursuant to clause (a) as a result of such Investment, minus

(g) any amount of the Cumulative Credit used to pay dividends or make distributions pursuant to Section 7.06(h) after the Closing Date and prior to such time, minus

(h) the aggregate amount of Cumulative Credit used to make any Capital Expenditures pursuant to Section 7.10(d) less the amount (if any) of Capital Expenditures that reduced Cumulative Credit pursuant to clause (a) as a result of such Capital Expenditures, minus

(i) any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section 7.13 after the Closing Date and prior to such time.

“Cumulative Retained Excess Cash Flow Amount” means (i) an amount which is initially equal to zero plus (ii) the cumulative amount for all then-completed Excess Cash Flow Periods of Excess Cash Flow permitted to be retained by the Borrower for each such Excess Cash Flow Period (commencing with the fiscal year beginning on January 1, 2011) after giving effect to the calculation of Excess Cash Flow for each such Excess Cash Flow Period and the payment of Loans required pursuant to Section 2.05(b)(i) in respect of each such Excess Cash Flow for such Excess Cash Flow Period.

“Current Assets” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments.

“Current Liabilities” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is past due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves and (e) any Revolving Credit Exposure or Revolving Credit Loans.

“DBNY” means Deutsche Bank AG New York Branch, in its individual capacity, and any successor thereto by merger, consolidation or otherwise.

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“Debtor Relief Laws” means the Bankruptcy Code of the United States, Canadian Insolvency Laws and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, winding up, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning set forth in Section 2.05(b)(vii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (i) with respect to overdue principal and, to the extent permitted by law, overdue interest in respect of any Loan of a Class, a rate per annum equal to the greater of (x) the rate (including the Applicable Margin) that is 2% in excess of the rate then borne by such Loan and (y) the rate that is 2% in excess of the rate otherwise applicable to Base Rate Loans of such Class, and (ii) with respect to overdue amounts payable hereunder and under any other Loan Document which does not relate to a borrowing under a specific Loan, a rate per annum equal to the rate that is 2% in excess of the rate applicable to Revolving Loans that are maintained as Base Rate Loans from time to time.

“Defaulting Lender” means any Lender with respect to which a Lender Default is in effect.

“Designated Rail Car Leases” means (i) each Rail Car Sublease Agreement (as defined in the Acquisition Agreement) entered into by the Acquired Business pursuant to Section 5.1 of Schedule 5.05 of the Acquisition Agreement, (ii) each sublease of Leased Rail Cars (as defined in the Acquisition Agreement) subject to the Excluded Leases (as defined in the Acquisition Agreement) and (iii) each Rail Car Lease Agreement (as defined in the Acquisition Agreement) entered into in connection with a Rail Car Partial Novation Agreement (as defined in the Acquisition Agreement) or a Rail Car Lease Assignment (as defined in the Acquisition Agreement) entered into by the Acquired Business pursuant to Section 5.1 of Schedule 5.05 of the Acquisition Agreement.

“Designated Real Property” means any real property owned or leased by any Loan Party as of the Closing Date that is located in the Federal Republic of Germany or Switzerland.

“Designation Date” shall have the meaning set forth in Section 6.15.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the issuance of Equity Interests by Holdings shall not constitute a Disposition by Holdings.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is

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exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests or solely at the direction of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or if its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, on any date of determination, with respect to any amount in a currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.12 using the Exchange Rate with respect to such currency at the time in effect in accordance with the provisions of Section 1.12.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Dormant Subsidiary” means any Loan Party which does not engage in trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including without limitation, indebtedness owed to it) which in aggregate have a value of $1,000,000 or more or the Dollar Equivalent in other currencies.

“Dow Stockholders” means The Dow Chemical Company, its Affiliates, or any permitted assignee thereof that holds the Equity Interests of Holdings or a direct or indirect parent thereof.

“Eligible Assignee” has the meaning set forth in Section 10.07(a).

“English Loan Party” means SU Ltd, a company incorporated in England & Wales, company number 6689488, having its registered address at 25 South Road, Saffron Walden, Essex, CB11 3DG.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

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“Environmental Laws” means any applicable Law, including common law, relating to the prevention of pollution or the protection of the environment and natural resources, or to the protection of human health and safety as it relates to the environment.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law or any Environmental Permit, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required by any Environmental Law.

“Equity Contribution” has the meaning specified in the preliminary statements hereto.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt of any Loan Party, Restricted Subsidiary or any ERISA Affiliate, of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (d) the filing of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the failure to make a required contribution to any Pension Plan that would result in the

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imposition of a lien or other encumbrance on a Loan Party or Restricted Subsidiary or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA by a Loan Party or Restricted Subsidiary, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, the failure to satisfy the minimum funding standard of Section 412 of the Code, whether or not waived, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to a Pension Plan which could reasonably be expected to result in liability to a Loan Party or any Restricted Subsidiary; or (h) the incurring of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, by a Loan Party, any Subsidiary or any ERISA Affiliate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to

(a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings and its Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income;

minus

(b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (m) of the definition of Consolidated Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures, acquisitions and other Investments of intellectual property to the extent not expensed or accrued during such period, to the extent that such Capital Expenditures, acquisitions or other Investments, as the case may be, were financed with internally generated cash, (iii) the aggregate amount of all principal payments of Indebtedness of Holdings or its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07, any mandatory prepayment pursuant to Section 2.05(b)(ii), to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all voluntary prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period), to the extent financed with internally generated cash, (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and its Restricted

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Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions or dispositions by Holdings and its Restricted Subsidiaries during such period), (vi) cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings and its Restricted Subsidiaries other than Indebtedness, (vii) the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a) or (c)) to the extent that such Investments and acquisitions were financed with internally generated cash, (viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(d), to the extent such Restricted Payments were financed with internally generated cash, (ix) the aggregate amount of expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow pursuant to clause (b)(ii) above, the aggregate consideration required to be paid in cash by Holdings and its Restricted Subsidiaries pursuant to binding contracts or executed letters of intent (the “Contract Consideration”) entered into prior to or during such period relating to Capital Expenditures, acquisitions or other Investments of intellectual property to the extent not expensed to be consummated or made, in each case during the period of four consecutive fiscal quarters of Holdings following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Capital Expenditure, acquisition or other Investment during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, (xii) the amount of cash taxes (including penalties and interest) or the tax reserves set aside in a prior period, in each case to the extent paid in cash in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, (xiii) cash expenditures in respect of Swap Contracts during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, (xiv) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset, (xv) any restructuring expenses, pension payments or tax contingency payments, in each case made in cash during such period to the extent such payments exceed the amount of restructuring expenses, pension payments or tax contingency payments, as the case may be, that were deducted in determining Consolidated Net Income for such period, (xvi) reimbursable or insured expenses incurred during such fiscal year to the extent that reimbursement has not yet been received and (xvii) cash expenditures for costs and expenses in connection with acquisitions or Investments, dispositions and the issuance of equity interests or Indebtedness to the extent not deducted in arriving at such Consolidated Net Income.

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Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means, with respect to any payment required pursuant to Section 2.05(b)(i), the most recently ended fiscal year of Holdings (commencing with the fiscal year ending December 31, 2011).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” shall mean on any day, for purposes of determining the Dollar Equivalent of any other currency, the rate at which such other currency may be exchanged into Dollars as set forth at approximately 11:00 a.m., London time, on such day on the Reuters ECB page 37 for such currency. In the event that such rate does not appear on the Reuters ECB page 37, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. in such market on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Information” has the meaning set forth in Section 2.14(a)(x).

“Excluded Subsidiary” means each Subsidiary of the Borrower that is not organized in a Qualified Jurisdiction other than any such Subsidiary as to which a designation has been made under Section 6.11(a)(3).

“Expiration Date” means the earlier of (i) August 15, 2010 and (ii) the termination of the Acquisition Agreement in accordance with the terms thereof not arising out of any action or inaction by the Initial Lenders (including the failure to make the initial Credit Extensions hereunder on the Closing Date).

“Extended Revolving Credit Commitment” has the meaning specified in Section 2.17(a).

“Extended Term Loans” has the meaning set forth in Section 2.17(a).

“Extending Revolving Credit Lender” has the meaning set forth in Section 2.17(a).

“Extended Revolving Credit Facility” means, at any time, the aggregate amount of Extended Revolving Credit Lenders’ Extended Revolving Credit Commitments at such time.

“Extending Term Lender” has the meaning set forth in Section 2.17(a).

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“Extension” has the meaning specified in Section 2.17(a).

“Extension Offer” has the meaning specified in Section 2.17(a).

“Facility” means the Term Loans, the Revolving Credit Facility, the Extended Term Loans, or the Extended Revolving Credit Facility, as the context may require.

“Fair Market Value” means the current value that would be attributed to the Securitization Assets by an independent and unaffiliated third party purchasing the Securitization Assets in an arms-length sale transaction, as determined in good faith by the board of directors of the Borrower.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to DBNY on such day on such transactions as determined by the Administrative Agent.

“Finnish Guarantor” means Styron Suomi Oy, a company existing under the laws of Finland.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Amendment” means the First Amendment to this Agreement, dated as of February 2, 2011, among the Borrower, the other Loan Parties, Deutsche Bank AG New York Branch, as the Administrative Agent, as the Replacement Term Lender and as the Incremental Term Lender, and the other Lenders party thereto.

“First Amendment Effective Date” means February 2, 2011.

“First Lien Intercreditor Agreement” means an agreement by and among the Collateral Agent and the First Lien Notes Representative for the holders of First Lien Obligations appropriately completed and acknowledged by the Borrower and the Guarantors providing, among other customary items as determined by the Collateral Agent that (i) for so long as any Commitments, Loans, Letters of Credit, or other Obligations are outstanding under this Agreement (other than contingent obligations for which no claim has been asserted) the Collateral Agent, on behalf of the Lenders, shall have the sole right to enforce any Lien against any Collateral in which it has a perfected security interest (except that, to the extent the principal amount of the Permitted Refinancing Notes exceed the principal amount of Loans and L/C Obligations under this Agreement, such agreement may provide that the First Lien Notes Representative shall instead be subject to a 180 day standstill requirement with respect to such enforcement (which period shall be extended if the Collateral Agent commences enforcement

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against the Collateral during such time period or is prohibited by any requirement of Law from commencing such proceedings) in the event it has given notice of an event of default under the Permitted Refinancing Notes Documents for which it is agent and (ii) distributions on account of any enforcement against the Collateral by the Collateral Agent or the First Lien Notes Representative (including any distribution on account of the Collateral in any such proceeding pursuant to any Debtor Relief Laws) with respect to which each of the Collateral Agent and the First Lien Notes Representative have a perfected security interest shall be on a pro rata basis (subject to customary provisions dealing with intervening Liens that are prior to the Collateral Agent’s or the First Lien Notes Representative security interest and the unenforceability of any obligations purportedly secured by such Liens) based on the amount of the Obligations and the First Lien Obligations, respectively.

“First Lien Notes Representative” means, with respect to any series of Permitted Refinancing Notes that is secured on a pari passu first lien basis, the trustee, administrative agent, collateral agent, security agent, security trustee or similar agent under the indenture, collateral trust agreement or other agreement pursuant to which such Permitted Refinancing Notes are issued, incurred or otherwise obtained and each of their successors in such capacities.

“First Lien Obligations” shall mean the Permitted Refinancing Notes that are intended to have a Lien on the Collateral that is pari passu with the Lien of the Secured Parties securing the Obligations.

“Foreign Pension Plan” means any occupational pension plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States on a voluntary basis by any Loan Party (other than a Luxembourg Loan Party) or any Restricted Subsidiary, as a single employer or as part of a group of employers, primarily for the benefit of employees of any Loan Party or any Restricted Subsidiary residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“French Security Documents” means any Lien created under a Collateral Document which is governed by French law.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such

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Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“German Insolvency Event” means (i) that an entity organized in the Federal Republic of Germany is unable to pay its debts as they fall due within the meaning of Section 17 (“Zahlungsunfähigkeit”) of the German Insolvency Code (Insolvenzordnung), or (ii) an entity organized in the Federal Republic of Germany is overindebted within the meaning of Section 19 (“Überschuldung”) of the German Insolvency Code (Insolvenzordnung). In addition, “German Insolvency Event” will include, for any German Loan Party, a petition for insolvency proceedings in respect of the assets ((Antrag auf Eröffnung eines Insolvenzverfahens) of the respective German Loan Party is filed and has not been rejected on the grounds of inadmissibility unless such filing is frivolous or without any merit.

“German Loan Party” means any Loan Party organized under German Law.

“German Subsidiary” means any Subsidiary established under the laws of the Federal Republic of Germany.

“Governmental Authority” means any nation or government, any state, provincial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor

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so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning specified in Section 11.01.

“Guarantor Joinder” means a joinder agreement substantially in the form of Exhibit H hereto.

“Guarantors” means each Closing Date Guarantor, those Subsidiaries of Holdings that have issued a Guarantee after the Closing Date pursuant to Section 6.14 and those Subsidiaries that have issued a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means all materials, pollutants, contaminants, chemicals, wastes or any other substances, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, electromagnetic radio frequency or microwave emissions, that are listed, classified or regulated as hazardous or toxic, or any similar term, pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement or a Treasury Services Agreement, as applicable, in its capacity as a party thereto.

“Holdings” means Styron Holding S.á r.l., a Luxembourg limited liability company (societe a responsabilite limitee), the direct parent company of the Borrower and the direct holder of 100% of the Equity Interests of the Borrower and any successor thereto permitted under Section 7.04.

“Hong Kong Subsidiary” means any Subsidiary of Holdings incorporated, organized or established under the laws of Hong Kong.

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“Hong Kong Whitewash Documents” means all documents (including all resolutions, notices of meeting, explanatory statements, solvency statements and forms) required to comply with the Companies Ordinance (Cap.32 of the laws of Hong Kong) in connection with the giving of financial assistance by a Loan Party.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“Incremental Amendment” has the meaning set forth in Section 2.16(d).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.16(d).

“Incremental Term Loans” has the meaning set forth in Section 2.16(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and

(h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

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For all purposes hereof, the Indebtedness of any Person shall in the case of the Borrower and its Restricted Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” has the meaning set forth in Section 3.01(a).

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning set forth in Section 10.08.

“Initial Lenders” means DBNY, HSBC Bank USA, N.A., Barclays Bank PLC and Bank of Montreal.

“Intellectual Property Security Agreement” has the meaning set forth in the Security Agreement.

“Intercompany Note” means a promissory note substantially in the form of Exhibit G.

“Interest Coverage Ratio” means, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of Holdings for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Interest Expense for such Test Period.

“Interest Payment Date” means, (a) as to any LIBO Rate Loan, the last day of each Interest Period applicable to such Loan, any day on which such Loan is converted into a Base Rate Loan, any day on which payment of principal in respect of such LIBO Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the Maturity Date (whether by acceleration or otherwise) of the Facility under which such Loan was made; provided that if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December, any day on which payment of principal in respect of such Base Rate Loan is made (whether as optional or mandatory prepayment or as repayment) and the maturity date (whether by acceleration or otherwise) of the Facility under which such Loan was made.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the date one, two, three or six months thereafter or, to the extent agreed by each

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Lender of such LIBO Rate Loan, nine months, twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person (including any partnership or joint venture interest in such other Person but excluding, in the case of Holdings and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but for the purposes of Section 7.02(t)(i) only, giving effect to any Returns received by such Person with respect thereto.

“Investor Management Agreement” means, collectively, (i) that certain Advisory Agreement, dated as of June 17, 2010, among the Sponsor, Portfolio Company Advisors Limited, an English private limited company, Holdings and Bain Capital Everest US Holding Inc., a Delaware corporation, and (ii) that certain Transaction Services Agreement, dated as of June 17, 2010, by and between Bain Capital Everest US Holding Inc., a Delaware company and Bain Capital Partners, LLC, a Delaware limited liability company.

“Investors” means the Sponsor and its Affiliates and any investment funds advised or managed by any of the foregoing (other than any portfolio operating companies of the Sponsor).

“IP Rights” has the meaning set forth in Section 5.17.

“Irish Guarantor” has the meaning set forth in Section 11.21.

“Irish Subsidiary” means any subsidiary of Holdings incorporated under the laws of Ireland.

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“Irish Whitewash Documents” means all documents including all board minutes, shareholder resolutions, notices of meeting, explanatory statements, statutory declarations and forms required to comply with Section 60 of the Companies Act 1963 (as amended) of Ireland in connection with the giving of financial assistance by a Loan Party.

“Italian Civil Code” means the Italian civil code, entered by Royal Decree No. 262 of 16 March 1942, as subsequently amended and supplemented.

“Italian Subsidiary” means a Restricted Subsidiary which is incorporated under the laws of the Republic of Italy.

“Joint Bookrunners” means Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Barclays Capital and BMO Capital Markets, and each of their respective successors.

“Junior Financing” has the meaning set forth in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state, regional, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means DBNY or any of its affiliates, and any other Lender that becomes an L/C Issuer pursuant to Section 2.03(m) or Section 10.07(l), or any successor issuer of Letters of Credit hereunder; provided that, if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.17, on the occurrence of the Original Revolving Credit Maturity Date and on each later date which is or was at any time a Maturity Date with respect to Revolving Credit Commitments (each, an “L/C Issuer/Swing Line Termination Date”), each L/C Issuer at such time shall have the right to resign as an L/C Issuer on, or on any date within twenty (20) Business Days after, the respective L/C Issuer/Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder

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and under the other Loan Documents as an L/C Issuer with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the last proviso to the preceding sentence), each L/C Issuer has resigned in such capacity in accordance with the preceding sentence, then no Person shall be a L/C Issuer hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or an affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as L/C Issuer hereunder.

“L/C Issuer/Swing Line Termination Date” has the meaning set forth in the definition of “L/C Issuer.”

“L/C Obligations” means as at any date of determination, the sum of (a) the aggregate undrawn amount of all Letters of Credit denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all Letters of Credit denominated in Alternative Currencies outstanding at such time, and (c) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lender Default” means, as to any Revolving Credit Lender, (i) the wrongful refusal (which has not been retracted) of such Revolving Credit Lender or the failure of such Revolving Credit Lender to make available its portion of any Borrowing (including any Borrowing of Base Rate Loans pursuant to Section 2.04(c)) or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.03(c) or (d), in each case, to the extent required to be funded pursuant to the terms hereof, (ii) such Revolving Credit Lender having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, or (iii) such Revolving Credit Lender having notified the Administrative Agent, the Swing Line Lender, each L/C Issuer and/or any Loan Party (x) that it does not intend to comply with its obligations under Sections 2.01(b), 2.03, 2.04(a) or 2.04(c) in circumstances where such non-compliance would constitute a breach of such Revolving Credit Lender’s obligations under the respective Section or (y) of the events described in preceding clause (ii); provided that, for purposes of (and only for purposes of) Section 2.03(c), Section 2.03(k), Section 2.04(a) and any documentation entered into pursuant to the Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall also include, as to any Revolving Credit Lender, (i) any Affiliate of such Revolving Credit Lender that has Control of such Revolving Credit Lender having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, (ii) any previously cured “Lender Default” of such Revolving Credit Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least 90 consecutive days, (iii) any default by such Revolving Credit Lender with respect to its obligations under any other credit facility to which it is a party and (x) which the Swing Line Lender, any L/C Issuer or the Administrative Agent believes in good faith has occurred and is continuing (y) with respect to which such

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Revolving Credit Lender has not indicated to the Swing Line Lender, each L/C Issuer and the Administrative Agent that a good faith dispute exists, and (iv) the failure of such Revolving Credit Lender to make available its portion of any Borrowing (including any Borrowing of Base Rate Loans pursuant to Section 2.04(c)) or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.03(c) within one (1) Business Day of the date (x) the Administrative Agent (in its capacity as a Lender) or (y) Revolving Credit Lenders constituting the Required Class Lenders with Revolving Credit Commitments has or have, as applicable, funded its or their portion thereof.

“Lending Office” means, as to any Lender, such office or offices as such Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Back-Stop Arrangements” has the meaning specified in Section 2.03(a)(iv).

“Letter of Credit Expiration Date” means the day that is ten (10) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $125,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“LIBO Rate” means, for each Interest Period, the offered rate per annum for deposits of Dollars that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) on the day that is two (2) Business Days prior to the commencement of such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Administrative Agent, at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the applicable Interest Period to first-class banks in the London interbank Eurodollar market for such Interest Period for the applicable principal amount on such date of determination. Notwithstanding the foregoing, the LIBO Rate shall not be less than (x) 1.75% per annum for all Revolving Credit Loans maintained as LIBO Rate Loans, (y) 1.75% for all Term Loans maintained as LIBO Rate Loans and outstanding prior to the First Amendment Effective Date and the making of the Replacement Term Loans and (z) 1.50% for all Term Loans maintained as LIBO Rate Loans and outstanding on and after the First Amendment Effective Date following the making of the Replacement Term Loans.

“LIBO Rate Loan” means a Loan that bears interest at a rate based on the LIBO Rate.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other

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encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan and any extensions of credit under any Revolving Commitment Increase and any Extended Term Loans and any extensions of credit under any Extended Revolving Credit Commitment).

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) each Request for L/C Issuance, (v) each Committed Loan Notice, (vi) each Swing Line Loan Notice, (vii) after the execution and delivery thereof, the First Lien Intercreditor Agreement and (viii) after the execution and delivery thereof, the Second Lien Intercreditor Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Luxco Share Pledge” means the pledge over the shares in the Borrower governed by the laws of Luxembourg entered into on or around the date of this Agreement between Holdings and the Collateral Agent.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Guarantor” means a Guarantor incorporated in Luxembourg; provided that for purposes of Section 11.19, it shall mean any Guarantor incorporated in Luxembourg that is a Subsidiary of the Borrower.

“Luxembourg Insolvency Event” means, in relation to any entity incorporated and located in Luxembourg or any of its assets, any corporate action, legal proceedings or other procedure or step in relation to bankruptcy (faillite), insolvency, liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally.

“Luxembourg Loan Party” means a Loan Party incorporated in Luxembourg.

“Management Stockholders” means the members of management of Holdings (or any direct or indirect parent thereof), the Borrower or any of its Restricted Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Margin Stock” shall have the meaning assigned to such term in Regulation U of the FRB.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

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“Material Adverse Effect” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability of the Loan Parties (taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to the Lenders or the Collateral Agent under any Loan Document.

“Material Real Property” means any real property owned or leased by any Loan Party that is (i) located in the United States and has a fair market value in excess of $5,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition or lease, in each case, as reasonably determined by the Borrower in good faith) and (ii) located outside of the United States and has a fair market value in excess of $10,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition or lease, in each case, as reasonably determined by the Borrower in good faith); provided that at no time shall any real property located in the Federal Republic of Germany or Switzerland that is owned or leased by any Loan Party (including any Designated Real Property) be considered Material Real Property.

“Maturity Date” means (i) with respect to the Term Loans that have not been extended pursuant to Section 2.17, August 2, 2017 (the “Original Term Loan Maturity Date”), (ii) with respect to the Revolving Credit Facility that have not been extended pursuant to Section 2.17, the fifth anniversary of the Closing Date (the “Original Revolving Credit Maturity Date”); provided that if either such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day and (iii) with respect to any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders; provided that if any such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning specified in Section 10.10.

“Maximum Securitization Facility Size” means, at any time, with respect to a Permitted Securitization, the aggregate amount that the lenders or purchasers under such Permitted Securitization are required to fund assuming all conditions to funding are met for the maximum possible amount of funding committed to be provided under such Permitted Securitization by such lenders or purchasers.

“Minimum Extension Condition” has the meaning specified in Section 2.17(c).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage Policies” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

“Mortgaged Properties” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

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“Mortgages” means collectively, the deeds of trust, trust deeds, debentures, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent, and any other mortgages executed and delivered pursuant to Sections 6.11 and 6.14.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Proceeds” means:

(a) 100% of the cash proceeds actually received by Holdings or any of its Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations (including without limitation principal amount, premium or penalty, if any, interest and other amounts) (other than pursuant to the Loan Documents), other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (ii)) attributable to minority interests and not available for distribution to or for the account of Holdings or a wholly-owned Restricted Subsidiary as a result thereof, (iii) taxes paid or reasonably estimated to be payable as a result thereof, and (iv) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of its Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided, that, if no Event of Default under Section 8.01(a), (f) or (g) exists and Holdings intends in good faith to use any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower or its Restricted Subsidiaries or to make Permitted Acquisitions, in each case within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12 month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such 12 month period and 180 days from the entry into such contractual commitment, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso; it being understood that

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such proceeds shall constitute Net Proceeds notwithstanding any reinvestment notice if there is an Event of Default under Section 8.01(a), (f) or (g) continuing at the time of a proposed reinvestment unless such proposed reinvestment is made pursuant to a binding commitment entered into at a time when no Event of Default under Section 8.01(a), (f) or (g) was continuing); provided, further, that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds under this clause (a) unless (x) such proceeds shall exceed $5,000,000 or (y) the aggregate net proceeds exceeds $15,000,000 in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by Holdings or any of the Restricted Subsidiaries of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale, and

(c) 100% of the cash proceeds from the issuance or sale of Equity Interests in Holdings or the Borrower, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Borrower shall be disregarded.

“non-cash charges” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of any Loan Party arising under any Secured Hedge Agreement or any Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of

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any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation, the bylaws and the unanimous shareholder agreements or declarations (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability company agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Revolving Credit Maturity Date” has the meaning specified in the definition of Maturity Date.

“Original Term Loan Maturity Date” has the meaning specified in the definition of Maturity Date.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans, Swing Line Loans, Extended Term Loans or Loans made under any Extended Revolving Credit Commitment, as applicable, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing), Swing Line Loans, Extended Term Loans or Loans made under any Extended Revolving Credit Commitment, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.07(e).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan or Foreign Pension Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party, any Restricted Subsidiary or any ERISA Affiliate, and such plan for the five-year period immediately following the latest date on which any Loan Party, Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

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“Perfection Certificate” means a certificate in the form of Exhibit II to the Security Agreement or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

“Permitted Acquisition” has the meaning set forth in Section 7.02(i).

“Permitted Holders” means each of the Investors, the Dow Stockholders and the Management Stockholders; provided that if (i) the Dow Stockholders in the aggregate own beneficially or of record more than ten percent (10%) of the outstanding voting stock of Holdings, the Dow Stockholders shall be treated as Permitted Holders of only ten percent (10%) of the outstanding voting stock of Holdings at such time and (ii) the Management Stockholders in the aggregate own beneficially or of record more than ten percent (10%) of the outstanding voting stock of Holdings, the Management Stockholders shall be treated as Permitted Holders of only ten percent (10%) of the outstanding voting stock of Holdings at such time.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended, except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness is a Junior Financing, to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension shall be subordinated in right of payment to the Obligations on terms not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, taken as a whole, (e) if such Indebtedness is a financing of Permitted Refinancing Notes, to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is secured by a subordinated Lien on the Collateral, the Lien on the Collateral securing such modification, refinancing, refunding, renewal, replacement or extension shall have a subordinated lien on the Collateral on terms not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, taken as a whole; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such subordination or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement in preceding clause (d) or (f), as the case may be, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it

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disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (f) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended.

“Permitted Refinancing Notes” means any Indebtedness of the Borrower in the form of unsecured notes, first lien senior secured notes or second lien secured notes and incurred pursuant to one or more issuances of such senior notes; provided, that in any event:

(i) except as provided in clauses (ix) or (x), as the case may be, below, no such Indebtedness shall be secured by any asset of Holdings or any of its Restricted Subsidiaries,

(ii) no such Indebtedness shall be guaranteed by any Person other than any Loan Party,

(iii) no such Indebtedness shall be subject to scheduled amortization or have a final maturity, in either case prior to the date occurring ninety-one (91) days following the latest Maturity Date at the time of the incurrence thereof,

(iv) any “change of control” covenant included in the indenture governing such Indebtedness shall provide that, before the mailing of any required “notice of redemption” in connection therewith, the Borrower shall covenant to (a) obtain the consent of the Required Lenders or (b) pay the Obligations in full in cash,

(v) any “asset sale” offer to purchase covenant included in the indenture governing such Indebtedness shall provide that the Borrower or the respective Restricted Subsidiary shall be permitted to repay obligations, and terminate commitments, under this Agreement before offering to purchase such Indebtedness,

(vi) the indenture governing such Indebtedness shall not include any financial maintenance covenants,

(vii) the “default to other indebtedness” event of default contained in the indenture governing such Indebtedness shall provide for a “cross-acceleration” rather than a “cross-default”,

(viii) the covenants and defaults contained in the indenture governing such Indebtedness shall otherwise be on terms for customary and market similar senior notes offerings,

(ix) in the case of any such Indebtedness that is secured by a first lien (a) such Indebtedness is secured by only assets comprising Collateral on a pari passu basis relative to the Liens on such Collateral securing the Obligations of the Loan Parties, and not secured by any property or assets of Holdings or any of it Subsidiaries other than the Collateral, (b) such Indebtedness (and the Liens securing the same) is permitted by the terms of the First Lien Intercreditor Agreement, (c) the security agreements relating to such Indebtedness are substantially the same (or less restrictive to Holdings and its Restricted Subsidiaries) as the Security Documents (with such other differences as are reasonably satisfactory to the

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Administrative Agent) and (d) a First Lien Notes Representative acting on behalf of the holders of such Indebtedness shall have become party to the First Lien Intercreditor Agreement; provided that if such Indebtedness is the first issuance of Permitted Refinancing Notes secured by assets of Holdings or any of its Subsidiaries, then Holdings, the Borrower, the Restricted Subsidiaries on a pari passu basis, the Administrative Agent, the Collateral Agent and the First Lien Notes Representative for such Indebtedness shall have executed and delivered the First Lien Intercreditor Agreement at the time of the issuance of such Indebtedness and

(x) in the case of any such Indebtedness that is secured by a second lien (a) such Indebtedness is secured by only assets comprising Collateral on second lien basis relative to the Liens on such Collateral securing the Obligations of the Loan Parties, and not secured by any property or assets of Holdings or any of it Subsidiaries other than the Collateral, (b) such Indebtedness (and the Liens securing the same) is permitted by the terms of the Second Lien Intercreditor Agreement, (c) the security agreements relating to such Indebtedness are substantially the same (or less restrictive to Holdings and its Restricted Subsidiaries) as the Security Documents (with such differences necessary to reflect the second lien priority status and such other differences as are reasonably satisfactory to the Administrative Agent) and (d) a Second Lien Notes Representative acting on behalf of the holders of such Indebtedness shall have become party to the Second Lien Intercreditor Agreement; provided that if such Indebtedness is the first issuance of Permitted Refinancing Notes secured by assets of Holdings or any of its Subsidiaries on a second lien basis, then Holdings, the Borrower, the Restricted Subsidiaries, the Administrative Agent, the Collateral Agent and the Second Lien Notes Representative for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement at the time of the issuance of such Indebtedness.

The issuance of Permitted Refinancing Notes shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied in all material respects and that the same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder.

“Permitted Refinancing Notes Documents” means, on or after the execution and delivery thereof, each indenture, agreement, document or instrument relating to the incurrence of Permitted Refinancing Notes, in each case as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Permitted Securitization” means a Securitization that complies with the following criteria: (i) the originator with respect to such Securitization shall be organized under the laws of Switzerland, Germany, France and The Netherlands, (ii) the Securitization, including the sale of the Securitization Assets and the incurrence of Indebtedness in connection therewith is effected on market terms, taking into account the applicable Securitization market for assets similar to the respective Securitization Assets and the structure implemented for such Securitization (as determined in good faith by Holdings), (iii) the sum of the Maximum Securitization Facility Sizes for all Securitizations shall not at any time exceed $160,000,000 and (iv) the Securitization Seller’s Retained Interest and all proceeds thereof shall constitute Collateral hereunder and all necessary steps to perfect a security interest in such Securitization

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Seller’s Retained Interest of the Collateral Agent are taken by the Borrower or Restricted Subsidiary.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, and such plan for the five-year period immediately following the latest date on which any Loan Party, any Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to or have had an obligation to contribute to, or otherwise to have liability with respect to such plan.

“Portuguese Guarantor” means Styron Portugal, LDA, a company existing under the laws of Portugal.

“PPSA” means the Personal Property Security Act (Ontario) and the regulations promulgated thereunder and other applicable personal property security legislation of the applicable Canadian province or territory in respect of the Canadian Guarantors (including the Civil Code of the Province of Quebec and the regulation respecting the register of personal and moveable real rights promulgated thereunder) as all such legislation that now exists or may from time to time hereafter be amended, modified, recodified, supplemented or replaced, together with all rules, regulations and interpretations thereunder or related thereto.

“Pro Forma Basis” and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.10.

“Pro Forma Compliance” means, with respect to any covenant in Section 7.11, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.10.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Process Agent” has the meaning provided in Section 10.17.

“Projections” has the meaning set forth in Section 6.01(e).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

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“Qualified IPO” means the issuance by Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to a registration statement that has been declared effective by the SEC or approved by any other applicable Governmental Authority in Luxembourg or the United Kingdom.

“Qualified Jurisdiction” means each of the United States, any state thereof, the District of Columbia, Australia, Belgium, Canada or any province thereof, England and Wales, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, Singapore, Spain, Sweden, Switzerland, The Netherlands and any other jurisdiction as may be agreed to from time to time by the Borrower and the Administrative Agent.

“Quebec Secured Obligations” has the meaning specified in Section 9.16.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Recipient” has the meaning set forth in Section 3.01(h).

“Refinanced Term Loans” has the meaning specified in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment or from or through any facility, property or equipment.

“Replacement Term Loans” has the meaning specified in Section 10.01.

“Reportable Event” means any reportable event, as defined in Section 4043 of ERISA, with respect to a Pension Plan, other than events for which the notice period is waived under applicable regulations as in effect on the date hereof.

“Repricing Event” means (1) the incurrence by Holdings or any of its Restricted Subsidiaries of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement (including Replacement Term Loans), whether incurred directly or by way of the conversion of Term Loans into a new tranche of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” yield for the respective Type of such Indebtedness that is less than the “effective” yield for Term Loans of the respective Type (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or “original issue

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discount”, in each case, shared with all lenders or holders of such Indebtedness or Term Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Term Loans, as the case may be, and without taking into account any fluctuations in LIBOR or comparable rate), but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term Loans or (2) any effective reduction in the Applicable Margin for Term Loans (e.g., by way of amendment, waiver or otherwise) (with such determination to be made in the reasonable judgment of the Administrative Agent, consistent with generally accepted financial practices). Any such determination by the Administrative Agent as contemplated by preceding clauses (1) and (2) shall be conclusive and binding on all Lenders holding Term Loans.

“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Request for L/C Issuance, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Request for L/C Issuance” means an application and agreement for the issuance or amendment of a Letter of Credit, substantially in the form of Exhibit J, or such other form from time to time in use by the relevant L/C Issuer.

“Required Class Lenders” means, as of any date of determination, Lenders of a Class having more than 50% of the sum of the (a) Total Outstandings (with, in the case of the Revolving Credit Facility, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) for all Lenders of such Class and (b) aggregate unused Commitments of all Lenders of such Class; provided that the unused Commitment and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender of such Class shall be excluded for purposes of making a determination of Required Class Lenders.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer or a director of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Borrower.

“Restricted Obligations” has the meaning set forth in Section 11.09(a).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings’ or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of Holdings other than an Unrestricted Subsidiary; provided that in no event shall the Borrower be an Unrestricted Subsidiary.

“Returns” means, with respect to any Investment, any interest, returns, profits, distributions, proceeds (including the net proceeds of any sale received by Borrower or a Restricted Subsidiary above the initial cost of the Investment) and similar amounts actually received in cash or Cash Equivalents.

“Revolving Commitment Increase” has the meaning set forth in Section 2.16(a).

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.16(e).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Revolving Credit Lender becomes a party hereto, as applicable, as the same may be (i) reduced from time to time pursuant to Section 2.06, 3.07 and 8.02 or (ii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 2.16, 3.07 and 10.07. On the Closing Date, the aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $240,000,000.

“Revolving Credit Exposure” means, at any time, as to each Revolving Credit Lender, the sum of the amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the amount of the L/C Obligations and the Swing Line Obligations at such time.

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“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment an outstanding Revolving Credit Loans at such time.

“Revolving Credit Loans” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

“Rollover Amount” has the meaning specified in Section 7.10(b).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means immediately available funds.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Intercreditor Agreement” means an agreement by and among the Collateral Agent and the Second Lien Notes Representative for the holders of Second Lien Obligations and acknowledged by the Borrower and the Guarantors providing for the subordination of the Liens securing such Second Lien Obligations to the Liens securing the Obligations on terms reasonably determined by the Administrative Agent to be customary for intercreditor agreements between similar syndicated first lien financings and second lien financings; provided that the terms of such intercreditor agreement shall be no less favorable to the Lenders with respect to the specific matters set forth below than the following: (i) notwithstanding the time, order or method of grant, creation, attachment or perfection of any Liens securing the Obligations and such second priority liens (for purposes of this definition, the “Second Liens”), the Liens securing the Obligations shall rank senior to any Second Lien on the Collateral, (ii) no holder of any Second Lien Obligation shall contest the validity or enforceability of the Liens securing the Obligations, (iii) until the earlier of (x) payment and discharge in full of all obligations under this Agreement and (y) the 270th day (or such shorter period if the Administrative Agent reasonably determines a shorter period is a customary term at such time) after the collateral agent for the holders of such Second Lien Obligation provides notice to the Collateral Agent that an event of default has occurred and is continuing under the agreement governing such Second Lien Obligation (which period shall be extended for any period during which the Collateral Agent has commenced pursuing remedies against the Collateral or is legally prohibited by applicable laws from pursuing remedies against the Collateral), the Collateral Agent will have the sole power to exercise remedies against the Collateral (subject to the right of the holders of the Second Lien Obligations to take customary (as determined by the Administrative Agent) protective measures with respect to the Second Liens) and to foreclose upon and dispose of the Collateral, (iv) upon any private or public sale of

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Collateral taken in connection with the exercise of remedies by the Collateral Agent which results in the release of Liens securing the Obligations, the Second Lien on such item of Collateral will be automatically released, (v) in connection with any enforcement action with respect to the Collateral or any insolvency or liquidation proceeding involving the Borrower or any Guarantor, all proceeds of Collateral will first be applied to the repayment of all Obligations under this Agreement prior to being applied to the obligations secured by such Second Liens, (vi) if any holder of an obligation secured by Second Liens receives any proceeds of Collateral in contravention of the foregoing, such proceeds will be turned over to the Collateral Agent, (vii) no holder of any obligation secured by Second Lien may, without the consent of the Lenders (a) seek relief from the automatic stay with respect to any Collateral, (b) object to any sale of any Collateral in any insolvency or liquidation proceeding which has been consented to by the Collateral Agent (provided that the Second Liens attach to the proceeds of such sale with the priority set forth in the Second Lien Intercreditor Agreement) or (c) object to any claim of any Lenders to post-petition interest, fees or expenses on account of the Liens securing the Obligations and (viii) no holder of obligations secured by Second Liens shall support any plan or reorganization in connection with any insolvency or liquidation proceeding that is in contravention of the Second Lien Intercreditor Agreement without the consent of the Required Lenders.

“Second Lien Notes Representative” means, with respect to any series of Permitted Refinancing Notes that are secured on a second lien basis, the trustee, administrative agent, collateral agent, security agent, security trustee or similar agent under the indenture, collateral trust agreement or other agreement pursuant to which such Permitted Refinancing Notes are issued, incurred or otherwise obtained and each of their successors in such capacities.

“Second Lien Obligations” means Permitted Refinancing Notes that are intended to have a Lien on the Collateral that ranks junior to the Lien of the Secured Parties securing the Obligations.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization” means any transaction or series of transactions entered into by the Borrower or any Restricted Subsidiary pursuant to which (a) the Borrower or such Restricted Subsidiary, as the case may be, sells, conveys, assigns, grants an interest in or otherwise transfers to a Securitization Subsidiary Securitization Assets (and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary), and which Securitization Subsidiary finances the acquisition of such Securitization Assets (i) with cash, (ii) the issuance to the Borrower or such Restricted Subsidiary of

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Securitization Seller’s Retained Interests or an increase in such Securitization Seller’s Retained Interests or (iii) with proceeds from the sale or collection of Securitization Assets and (b) financing is extended by way of debt facilities, notes, bonds or other similar instruments, in each case, through the purchase of Securitization Assets, on a revolving basis, by one or more banks or other financial institutions or special purpose, bankruptcy remote entities, in each case, which may be established in any appropriate jurisdiction directly or indirectly by any subsidiary or other third parties.

“Securitization Assets” means any accounts receivable owed to the Borrower or any Restricted Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights and credit insurance policies) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable and which are sold, transferred or otherwise conveyed by the Borrower or a Restricted Subsidiary pursuant to a Securitization.

“Securitization Seller’s Retained Interest” means the debt or equity interests held by the Borrower or any Restricted Subsidiary in a Securitization Subsidiary to which Securitization Assets have been transferred, including any such debt or equity received as consideration for or as a portion of the purchase price for the Securitization Assets transferred, or any other instrument through which the Borrower or any Restricted Subsidiary has rights to or receives distributions in respect of any residual or excess interest in the Securitization Assets.

“Securitization Subsidiary” means a Person to which the Borrower or any Restricted Subsidiary sells, conveys, transfers or grants a security interest in Securitization Assets, which Person is formed for the limited purpose of effecting one or more Securitizations and related activities, or, in the case of a Person that is a financing conduit, which Person is formed for the limited purpose of effecting financing transactions; provided that, in the event such Securitization Subsidiary is a Subsidiary of Holdings it shall have been designated by the board of directors in its sole discretion, as an Unrestricted Subsidiary.

“Security Agreement” means the Pledge and Security Agreement substantially in the form of Exhibit F.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Seller” has the meaning provided in the preliminary statements hereto.

“Seller Note” has the meaning provided in the preliminary statements hereto.

“Singapore Subsidiary” means any Subsidiary of Holdings incorporated, organized or established under the laws of Singapore.

“Singapore Whitewash Documents” means all documents (including (where relevant) all resolutions, notices of meeting, explanatory statements, certificates, published

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notices, solvency statements and forms) required to comply with the Companies Act (Cap. 50) of Singapore in connection with the giving of financial assistance by a Loan Party.

“Solvent” and “Solvency” mean, with respect to any Person (other than a Person organized under German law, Belgian law or Luxembourg law) on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is able to pay all that Person’s debts as and when they become due and payable and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. With respect to any Person organized under German law, “Solvent” and “Solvency” means such Person not being illiquid (zahlungsunfähig) or overindebted (überschuldet) in accordance with sections 17 and 19, respectively, of the German Insolvency Code (Insolvnzordnung). With respect to any Person organized under Belgian law, “Solvent” and “Solvency” means such Person being able to pay its debts when they become due and being able to obtain (further) credit, i.e., such Person not being in a situation as defined in Article 2 of the Belgian Bankruptcy Act of 8 August 1997. With respect to any Person organized under Luxembourg law, “Solvent” and “Solvency” means such Person is not unable to pay its debts (in particular, it is not in a state of cessation des paiements and has not lost its commercial creditworthiness) and would not become unable to do so.

“Spanish Guarantor” has the meaning specified in Section 11.16.

“Spanish Private Limited Liability Company Law” has the meaning Specified in Section 11.16.

“Spanish Security” means any Lien created under a Collateral Document which is governed by Spanish law.

“SPC” has the meaning specified in Section 10.07(h).

“Special Purpose Financial Statements” means the audited special purpose statements of revenues, direct expenses and equity in earnings (losses) of nonconsolidated affiliates of the Acquired Business for the years ended December 31, 2007, 2008 and 2009 referred to in Schedule 1.01(f) of the Acquisition Agreement and delivered to the Administrative Agent prior to the Closing Date.

“Specified Equity Contribution” means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

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“Specified Representations” means the representations and warranties of Holdings and each of the other Loan Parties set forth in Sections 5.01, 5.02, 5.04, 5.13, 5.18 and 5.21.

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Borrower, any Disposition in connection with Investments pursuant to Section 7.02(u), any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Sponsor” means Bain Capital, LLC.

“Sponsor Affiliate” means (a) investment funds or managed accounts with respect to which the Sponsor or an Affiliate of the Sponsor is an advisor or manager in the ordinary course of business and pursuant to written agreements and (b) a bank, insurance company, investment bank, commercial finance company or other institutional lender that is an Affiliate of the Sponsor or the Borrower as a result of common direct or indirect ownership. Except for purposes of the definition of Sponsor Debt Fund, “Sponsor Affiliate” shall exclude any Sponsor Debt Fund.

“Sponsor Cap” has the meaning set forth in Section 10.07(n).

“Sponsor Debt Fund” means any Sponsor Affiliate that (a) at the time of the relevant sale or assignment thereto pursuant to Section 10.07(n) invests in commercial bank loans in the ordinary course of business, (b) is an Eligible Assignee and (c) maintains management and operations independent in all respects from the Sponsor and any Sponsor Affiliate which is directly or indirectly engaged in the management of the Loan Parties.

“Standard Securitization Undertakings” means representations, warranties, covenants, repurchase obligations, guarantees of performance and indemnities entered into by the Borrower or any Restricted Subsidiary which are customary on the date thereof for the parent of a seller or servicer of assets transferred in connection with a Securitization.

“Subject Party” has the meaning set forth in Section 3.01(h).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

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“Supplemental Agent” has the meaning specified in Section 9.13(a) and “Supplemental Agents” shall have the corresponding meaning.

“Supplier” has the meaning set forth in Section 3.01(h).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Back-Stop Arrangements” has the meaning specified in Section 2.04(a).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means DBNY, in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder; provided that, if any Extension or Extensions of Revolving Credit Commitments is or are effected in accordance with Section 2.17, then on the occurrence of each L/C Issuer/Swing Line Termination Date, the Swing Line Lender at such time shall have the right to resign as Swing Line Lender on, or on any date within twenty (20) Business Days after, the respective L/C Issuer/Swing Line Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness

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thereof, the Borrower shall repay any outstanding Swing Line Loans made by the respective entity so resigning and such entity shall not be required to make any further Swing Line Loans hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), the Swing Line Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be the Swingline Lender hereunder obligated to make Swing Line Loans unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as the Swing Line Lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) prior to the First Amendment Effective Date and the making of the Replacement Term Loans, $10,000,000, and on and after the First Amendment Effective Date following the making of the Replacement Term Loans, $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Swiss Guarantor” means a Guarantor incorporated in Switzerland.

“Swiss Security” means any Lien created under a Collateral Document which is governed by Swiss law.

“Swiss Withholding Tax” any withholding tax in accordance with the Federal Act on Anticipatory Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer).

“Syndication Date” means the date upon which a “Successful Syndication” (as such term is defined in a separate writing among the Borrower and the Initial Lenders) has been completed.

“Target JV Interests” means the Equity Interests in Americas Styrenics LLC, a Delaware limited liability company, LG Dow Polycarbonate Limited, a limited liability corporation (Chusik Hosea) organized under the laws of the Republic of Korea, and/or Sumitomo Dow Limited, a Japanese corporation (Kabushiki Kaisha) organized under the laws of Japan acquired by Holdings or any its Subsidiaries on or after the Closing Date from the Seller or its Affiliates (inclusive in the case of American Styrenics, of the rights and obligations of Dow Brasil Sudeste Industrial LTDA under that certain Complementary Special Partnership

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Agreement, dated as of May 1, 2008, as the same may be amended, supplemented or otherwise modified).

“Taxes” has the meaning specified in Section 3.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.16). Subject to Section 2.06(b), the initial aggregate amount of the Term Commitments is $800,000,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means (a) prior to the First Amendment Effective Date and the making of the Replacement Term Loans, a Loan made pursuant to Section 2.01(a), and (b) on and after the First Amendment Effective Date upon the making of the Replacement Term Loans, a Replacement Term Loan made pursuant to, and as defined, in the First Amendment, together with any Incremental Term Loans made pursuant to the First Amendment.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of Holdings for which financial statements have been delivered to the Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 6.01, as applicable.

“Threshold Amount” means $20,000,000.

“Total Assets” means the total assets of Holdings and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

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“tranche” has the meaning set forth in Section 2.17(a).

“Transaction Expenses” means any fees or expenses incurred or paid by the Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) the Acquisition and the other related transactions contemplated by the Acquisition Agreement, (b) the consummation of the Equity Contribution, (c) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (d) the issuance of the Seller Note and (e) the payment of Transaction Expenses.

“Transferred Guarantor” has the meaning specified in Section 11.09.

“Treasury Services Agreement” means any agreement between the Borrower and/or any of its Restricted Subsidiaries and any Hedge Bank relating to treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds or any similar services.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a LIBO Rate Loan.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of Holdings listed on Schedule 1.01B (ii) any Subsidiary of Holdings designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the Closing Date and (iii) and any Securitization Subsidiary, if a Subsidiary of Holdings.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

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“wholly-owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

Section 1.02 Luxembourg Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to a Luxembourg Loan Party, a reference to:

(a) a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally;

(b) a receiver, administrative receiver, administrator, trustee, custodian, sequestrator, conservator or similar officer includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur, provisoire, liquidateur or curateur;

(c) a lien or security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de retention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(d) a person being unable to pay its debts includes that person being in a state of cessation de paiements; and

(e) by-laws or constitutional documents includes (a) its up-to-date (restated) articles of association (statuts coordonnées), and (b) an original extract from the Luxembourg Register of Commerce and Companies.

Section 1.03 Belgian Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to a Belgian Loan Party, a reference to:

(a) a winding up or liquidation includes a Belgian entity being declared bankrupt (failliet verklaard/declaree en faillite) or dissolved (ontbonden/dissoute);

(b) a moratorium includes gerechtelijke reorganisatie/reorganization judiciaire;

(c) insolvency includes a bankruptcy and moratorium;

(d) a receiver includes a curator/curateur;

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(e) an administrator includes a bewindvoerder/administrateur;

(f) “lien” or “security interest” includes any mortgage (hypotheek/hypothèque), pledge (pandrecht/gage), retention of title arrangement (eigendomsvoorbehoud/resérve de propriété), right of retention (recht van retentie/droit de retention), and, in general, any right in rem created for the purpose of granting security; and

(g) an “encumbrance” includes a beslag/saisie.

Section 1.04 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.05 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary, to the extent including, or relating to, any period ending on or prior to the Closing Date, (i) references to any consolidated

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financial statements of Holdings and its Subsidiaries made in Section 6.01(a) and (b) shall be deemed to be references to (or in the case of Section 6.01(f) based upon) the combined balance sheet and statements of income of the Acquired Business for such period (“Combined Styron Financials”), (ii) in connection with the delivery of comparative financial figures required by Section 6.01 that pertain to periods including, or relating to, any period ending on or prior to the Closing Date, such requirement may be satisfied by Holdings by delivering Combined Styron Financials for such period, provided, that to the extent Combined Styron Financials are delivered to satisfy the requirement for comparative financial statements pursuant to Section 6.01, Holdings shall additionally furnish a statement comparing such Combined Styron Financials with consolidated balance sheet and statement of income of Holdings for the applicable period ending after the Closing Date, prepared in good faith for such period, and (iii) Consolidated Net Income, Consolidated EBITDA (subject to the final paragraph of the definition of “Consolidated EBITDA”) and any other financial calculations, to the extent for periods including, or relating to, any period ending on or prior to the Closing Date, shall be determined on the basis of the Acquired Business and the Combined Styron Financials (excluding Unrestricted Subsidiaries) as if such financial information constituted financial information of Holdings and its Subsidiaries on a consolidated basis.

Section 1.06 Rounding. Any financial ratios required to be maintained by Holdings pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.07 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.08 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to United States Eastern time (daylight or standard, as applicable).

Section 1.09 Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

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Section 1.10 Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.10; provided, that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.10, when calculating the Total Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the definition of “Applicable Margin,” (ii) the Applicable ECF Percentage of Excess Cash Flow and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Total Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.10, then the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.10.

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Holdings and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by Holdings in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of Holdings, (B) such actions are taken within eighteen (18) months after the date of such Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of the fourth full fiscal quarter ending after the date of such Specified Transaction, and (D) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) in no event shall the aggregate amount of pro forma adjustments under this clause (c) together with any add backs pursuant to clause (xi) of the definition of Consolidated EBITDA, increase Consolidated EBITDA by more than 7.5% for any Test Period, and (B) pro forma

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adjustments under this clause (c) shall not be included in computations of the Applicable Margin pursuant to Section 2.08 or the Applicable ECF Percentage pursuant to Section 2.05(b)(i).

(d) In the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as Holdings may designate.

Section 1.11 Currency Equivalents. For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 6 and/or 7 (excluding Section 7.11) or with Dollar-based basket levels appearing in Section 2.05(b) or any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

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Section 1.12 Exchange Rate. (a) Not later than 1:00 p.m. (New York, New York time), on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date and (ii) give notice thereof to the Borrower. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) or other date of determination, shall remain effective until the next succeeding Reset Date, and shall for all purposes of Section 2.03 be the Exchange Rates employed in converting any amounts between Dollars and an Alternative Currency (or any other currency other than Dollars).

(b) Not later than 5:00 p.m. (New York, New York time), on each Reset Date, the Administrative Agent shall (i) determine the Outstanding Amount of the L/C Obligations and (ii) notify the Revolving Credit Lenders, each L/C Issuer and the Borrower of the results of such determination.

Section 1.13 Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request, such request shall be subject to the approval of the Administrative Agent and the relevant L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m. (New York, New York time), fifteen (15) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the relevant L/C Issuer thereof. The relevant L/C Issuer shall notify the Administrative Agent, not later than 11:00 a.m. (New York, New York time), seven (7) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency.

(c) Any failure by the relevant L/C Issuer to respond to such request within the time period specified in preceding clause (b) of this Section 1.13 shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the relevant L/C Issuer each consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issued by the relevant L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.13, the Administrative Agent shall promptly so notify the Borrower.

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ARTICLE II.

The Commitments and Credit Extensions

Section 2.01 The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower on a pro rata basis on the Closing Date loans denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars as elected by the Borrower pursuant to Section 2.02 to the Borrower from its applicable Lending Office (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein.

Section 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of LIBO Rate Loans or any conversion of Base Rate Loans to LIBO Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $250,000, in excess thereof. Except as provided in Section 2.03(c), 2.04(c), or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum

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principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or is not permitted to elect, or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBO Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as LIBO Rate Loans.

(d) Unless the Administrative Agent has otherwise agreed or the Syndication Date has occurred (at which time this paragraph (d) shall no longer be applicable), prior to the 90th day following the Closing Date, only one-month Interest Periods may be selected for LIBO Rate Loans, with the first such Interest Period to begin not sooner than three (3) Business Days (nor later than five Business Days) after the Closing Date, and with any subsequent Interest Periods to begin on the last day of the prior one-month Interest Period theretofore in effect.

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(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate. The determination of the LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the “prime rate” used in determining the Base Rate promptly following the public announcement of such change.

(f) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

(g) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03 Letters of Credit.

(a) The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars or an Alternative Currency for the account of the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(i) An L/C Issuer shall be under no obligation to issue any Letter of Credit (and with respect to clause (C) below, shall not issue any Letter of Credit) if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any

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directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months (in the case of standby Letters of Credit) or 180 days (in the case of trade Letters of Credit) after the date of issuance or last renewal, unless the Lenders holding a majority of the Revolving Credit Commitments have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;

(D) such Letter of Credit would support obligations of the Borrower or any of its Subsidiaries in respect of the Seller Note, any Junior Financing or any Equity Interest, or any other obligation of the Borrower or any of its Subsidiaries not reasonably satisfactory to the Administrative Agent;

(E) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or

(F) such Letter of Credit is in an initial amount less than $100,000 (unless otherwise agreed by such L/C Issuer and the Administrative Agent).

(ii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iii) Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender Default exists with respect to any Revolving Credit Lender, no L/C Issuer shall be required to issue, renew, extend or amend any Letter of Credit, unless such L/C Issuer has entered into arrangements satisfactory to it and the Borrower to eliminate such L/C Issuer’s risk with respect to each Defaulting Lender’s participation in Letters of Credit issued by such L/C Issuer (which arrangements are hereby consented to by the Lenders), including by cash collateralizing each Defaulting Lender’s Pro Rata Share of the L/C Obligations with respect to such Letters of Credit in a manner satisfactory to such L/C Issuer (such arrangements, the “Letter of Credit Back-Stop Arrangements”).

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(b) Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Request for L/C Issuance, appropriately completed and signed by a Responsible Officer of the Borrower. Such Request for L/C Issuance must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Request for L/C Issuance shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Request for L/C Issuance shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Request for L/C Issuance, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Request for L/C Issuance from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Request for L/C Issuance, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an

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expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the second Business Day immediately following any payment by the relevant L/C Issuer under a Letter of Credit with notice to the Borrower (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars (determined, for purposes of any Letter of Credit denominated in an Alternative Currency, using the Dollar Equivalent (determined using the Exchange Rate calculated as of the date when such payment is due) of such drawing). If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (determined, for purposes of any Letter of Credit denominated in an Alternative Currency, using the Dollar Equivalent (determined using the Exchange Rate calculated as of the date when such payment was due) of such unreimbursed drawing) (such amount, the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The

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Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

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(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any

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arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Request for L/C Issuance. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order,

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without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) If, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of the Revolving Credit Commitments, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clauses (i) and (ii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day; provided that the portion of the Outstanding Amount of the L/C Obligations attributable to (i) all undrawn amounts in respect of Letters of Credit denominated in an Alternative Currency that may still be drawn on by the beneficiary thereof shall be deposited with the Administrative Agent in such Alternative Currency in the actual amounts of such undrawn Letters of Credit and (ii) all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings, shall be deposited with the Administrative Agent in Dollars. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the

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amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Margin for Revolving Credit Loans maintained as LIBO Rate Loans times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable in Dollars on the last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding the foregoing, the provisions of this Section 2.03(h), solely to the extent otherwise applicable to fees payable on that portion (if any) of Letters of Credit participated in by Revolving Credit Lenders pursuant to Extended Revolving Credit Commitments, shall be subject to modification as expressly provided in Section 2.17.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to the greater of (x) 0.25% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) and (y) $500 per annum. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable in Dollars on the last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of Credit issued by it the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(j) Conflict with Request for L/C Issuance. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Request for L/C Issuance, the terms hereof shall control.

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(k) Letter of Credit Back-Stop Arrangements. If any Revolving Credit Lender becomes a Defaulting Lender at any time that any Letter of Credit issued by the L/C Issuer is outstanding, the Borrower shall enter into the applicable Letter of Credit Back-Stop Arrangements with the L/C Issuer no later than ten (10) Business Days after the date such Revolving Credit Lender becomes a Defaulting Lender.

(l) Provisions Related to Extended Revolving Credit Commitments. If the Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(c)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). Except to the extent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such Maturity Date.

(m) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that the Borrower

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shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), (i) the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Lender Default exists with respect to a Revolving Credit Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to each Defaulting Lender’s participation in such Swing Line Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s Revolving Credit Percentage of the outstanding Swing Line Loans in a manner satisfactory to the Swing Line Lender (such arrangements, the “Swing Line Back-Stop Arrangements”), and (ii) the Swing Line Lender shall not make any Swing Line Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, or a whole multiple of $250,000, in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf the Borrower (which hereby

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irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans or LIBO Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan or a LIBO Rate Loan, as applicable, to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans or LIBO Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk

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participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan, LIBO Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g) Swing Line Back-Stop Arrangements. If any Revolving Credit Lender becomes a Defaulting Lender at any time, the Borrower shall enter into the applicable Swing Line Back-Stop Arrangements with the Swing Line Lender no later than ten (10) Business Days after the date such Revolving Credit Lender becomes a Defaulting Lender.

(h) Provisions Related to Extended Revolving Credit Commitments. If the Maturity Date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(l)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred

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pursuant to the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest Maturity Date.

Section 2.05 Prepayments.

(a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part subject to a prepayment fee as provided in Section 2.09(c), if applicable, and otherwise without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than (A) 12:30 p.m. (New York, New York time) three (3) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) 11:00 a.m. (New York, New York time) on the date of prepayment of Base Rate Loans; (2) any prepayment of LIBO Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall reduce future scheduled amortization payments of Term Loans required pursuant to Section 2.07(a) as directed by the Borrower by written notice to the Administrative Agent at or prior to the time of such prepayment or, to the extent the Borrower has not provided such notice to the Administrative Agent at the time of such prepayment, in the direct order of maturity to the Term Loans.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified

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in such notice shall be due and payable on the date specified therein.

Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(b) Mandatory.

(i) No later than five days following the date on which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for each fiscal year of Holdings (commencing with the fiscal year ending December 31, 2011) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for such fiscal year minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are funded with the Borrower’s internally generated cash.

(ii) If (1) Holdings or any Restricted Subsidiary of Holdings Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (l), (o) or (s)) or (2) any Casualty Event occurs, which results in the realization or receipt by Holdings or any Restricted Subsidiary of Net Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five (5) Business Days after the date of the realization or receipt by Holdings or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received.

(iii) If Holdings or any Restricted Subsidiary incurs or issues any (x) Permitted Refinancing Notes or (y) any other Indebtedness after the Closing Date (other than, in the case of this clause (y), Indebtedness not prohibited under Section 7.03), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on the date such Net Proceeds are received by Holdings or such Restricted Subsidiary.

(iv) If Holdings or the Borrower issues any Equity Interests in a Qualified IPO, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 50% of all Net Proceeds received therefrom within five (5) Business Days of the date such Net Proceeds are received by Holdings or the Borrower.

(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing

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Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Revolving Credit Exposures exceed the aggregate Revolving Credit Commitments then in effect.

(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied to reduce future scheduled amortization payments required pursuant to Section 2.07(a) as directed by the Borrower by written notice to the Administrative Agent at or prior to the time of such prepayment or, to the extent the Borrower has not provided such notice to the Administrative Agent at the time of such prepayment, in the direct order of maturity of the Term Loans, subject to clause (viii) of this Section 2.05(b). Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 2.05(b)(vi) to the extent otherwise applicable to Extended Term Loans shall be subject to modification as expressly provided in Section 2.17.

(vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii), (iii) and (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower.

(viii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a LIBO Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such LIBO Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be

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continuing, if any prepayment of LIBO Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(ix) Limitation of Prepayment Obligations. Notwithstanding any other provisions of this Section 2.05(b), to the extent any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Asset Sale”), the Net Proceeds of any Casualty Event incurred by a Foreign Subsidiary (“Foreign Recovery Event”), the Net Proceeds of any incurrence of Indebtedness by a Foreign Subsidiary to the extent required to repay the Term Loans pursuant to Section 2.05(b) (“Foreign Indebtedness Event”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by any applicable local law or applicable Organizational Documents of such Foreign Subsidiary (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) to be repatriated to Luxembourg or passed on to or used for the benefit of the Borrower, the portion of such Net Proceeds of a Foreign Asset Sale, a Foreign Recovery Event, Foreign Indebtedness Event or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.05(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or applicable organizational documents of such Foreign Subsidiary will not permit repatriation to Luxembourg or the passing on to or otherwise using for the benefit of the Borrower (the Borrower hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, passing on or other use for the benefit of the Borrower and/or use the other cash sources of Holdings and its Restricted Subsidiaries to make the relevant prepayment).

Section 2.06 Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of $1,000,000, as applicable, or any whole multiple of $250,000, in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving

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Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Term Loans to be made by it on the Closing Date or, if the Closing Date shall not have occurred on or prior to the Expiration Date, at 11:59 p.m., New York City time, on the Expiration Date. The Revolving Credit Commitment (other than any Extended Revolving Credit Commitment) of each Revolving Credit Lender shall automatically and permanently terminate on the Original Revolving Credit Maturity Date. On the respective Maturity Date applicable thereto, the Extended Revolving Credit Commitment of each Extending Revolving Credit Commitment shall automatically and permanently terminate. The Commitments of all Lenders hereunder shall automatically and permanently terminate if (i) the Closing Date shall not have occurred on or prior to the Expiration Date, at 11:59 p.m., New York City time, on the Expiration Date and (ii) preceding clause (i) is not applicable, on the Maturity Date.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07 Repayment of Loans.

(a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders:

(i) on the last Business Day of each March, June, September and December, commencing with the first quarter ending after the First Amendment Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the First Amendment Effective Date, after giving effect to the making of the Replacement Term Loans and the Incremental Term Loans on such date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05); and

(ii) on the Original Term Loan Maturity Date (or, with respect to any Extended Term Loans, the Maturity Date applicable thereto), the aggregate principal

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amount of all Term Loans (or Extended Term Loans, as the case may be) outstanding on such date; provided that, to the extent specified in the respective Extension Offer, amortization payments with respect to Extended Term Loans for periods prior to the Original Term Loan Maturity Date may be reduced (but not increased) and amortization payments required with respect to Extended Term Loans for periods after the Original Term Loan Maturity Date shall be as specified in the respective Extension Offer.

(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Lenders the aggregate principal amount of all of the Borrower’s outstanding Revolving Credit Loans on the Original Revolving Credit Maturity Date (or, with respect to any Revolving Credit Loans outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto).

(c) Swing Line Loans. The Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Original Revolving Credit Maturity Date (or, with respect to any Swing Line Loans outstanding with respect to an Extended Revolving Credit Commitment, the Maturity Date applicable thereto).

Section 2.08 Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Term Loan or Revolving Credit Loan, as applicable, that is maintained as a LIBO Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate, for such Interest Period plus the Applicable Margin therefor; (ii) each Term Loan or Revolving Credit Loan, as applicable, that is maintained as a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin therefor; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin therefor.

(b) During the continuance of a Default or an Event of Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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(d) The provisions of this Section 2.08 (and the interest rates applicable to the various extensions of credit hereunder) shall be subject to modification as expressly provided in Section 2.17.

(e) The interest amount is understood as net interest after the deduction of any Swiss Federal Withholding Tax and shall, if the interest is or becomes subject to such tax, and should paragraph (a) of Section 3.01 be unenforceable for any reason, be adjusted as follows:

(i) The amount of the payment due from the Borrower shall be increased to an amount which (after making the deduction of Swiss Federal Withholding Tax) leaves the Lenders entitled to such payment with an amount equal to the payment which would have been due if no deduction of Swiss Federal Withholding Tax had been required. For such purpose, the Swiss Federal Withholding Tax shall be calculated on the full (grossed-up) interest amount.

(ii) The Borrower shall provide the Lender or any other Person assigned by the Lender with the necessary documents which are required under the Swiss Federal Withholding Tax Statute and any applicable double taxation treaties between Switzerland and the jurisdiction of organization of any Lender for relief from the Swiss Federal Withholding Tax.

Section 2.09 Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to 0.75% times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility (or such earlier date on which the Revolving Credit Commitments have been terminated), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility (or such earlier date on which the Revolving Credit Commitments have been terminated). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and

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multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding the foregoing, the provisions of this Section 2.09(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall be subject to modification as expressly provided in Section 2.17.

(b) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

(c) Term Loan Prepayment Fee. At the time of the effectiveness of any Repricing Event that is consummated prior to the first anniversary of the First Amendment Effective Date, the Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender with outstanding Term Loans which are repaid or prepaid pursuant to such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Event of the type described in clause (1) of the definition thereof, the aggregate principal amount of all Term Loans prepaid (or converted) in connection with such Repricing Event and (y) in the case of a Repricing Event described in clause (2) of the definition thereof, the aggregate principal amount of all Term Loans outstanding on such date that are subject to an effective reduction of the Applicable Margin pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Event.

Section 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by the “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For purposes of the Interest Act (Canada), whenever any interest is calculated using a rate based on a year of 360 days or 365 days, as the case may be, such rate determined pursuant to such calculation, when expressed as an annual rate is equivalent to (i) the applicable rate based on a year of 360 days or 365 days, as the case may be, (ii) multiplied by the actual number of days in the calendar year in which the period for such interest is payable (or compounded) ends, and (iii) divided by 360 or 365, as the case may be.

Section 2.11 Evidence of Indebtedness.

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(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12 Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments

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received by the Administrative Agent after 2:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of LIBO Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

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(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.13 Sharing of Payments. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion),

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such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Term Loans and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.17 without being obligated to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute a payment or prepayment of any Term Loans or Revolving Loans, as applicable, for purposes of this Section 2.13 or (ii) shall reduce the amount of any scheduled amortization payment due under Section 2.07(a), except that the amount of any scheduled amortization payment due to a Lender of Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension Offer) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrower may take all actions contemplated by Section 2.17 in connection with any Extension (including modifying pricing, amortization and repayments or prepayments) determined by the Administrative Agent in its reasonable discretion to be necessary and advisable to permit such Extension, and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.

(b) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Section 2.13(a) shall be subject to (x) the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting Lenders and (y) the express provisions of Sections 2.14 and 3.07, which permit disproportionate payments with respect to the Loans as, and to the extent, provided therein.

Section 2.14 Reverse Dutch Auction Repurchases.

(a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Loan Document, the Borrower may, at any time and from time to time after the Syndication Date, conduct reverse Dutch auctions in order to purchase Term Loans

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(each, an “Auction”) (each such Auction to be managed exclusively by DBNY or another investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied:

(i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.14 and Schedule 2.14;

(ii) no Default shall have occurred and be continuing on the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction;

(iii) the maximum principal amount (calculated on the face amount thereof) of all Term Loans that the Borrower offers to purchase in any such Auction shall be no less than $10,000,000 (unless a lower amount is agreed to by the Auction Manager);

(iv) the proceeds of Revolving Credit Loans shall not be used for a purchase of any Term Loans in connection with any Auction;

(v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold);

(vi) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Moody’s and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction shall not be deemed to be a “distressed exchange”;

(vii) at the time of each purchase of Term Loans pursuant to an Auction, neither S&P nor Moody’s shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction shall be deemed to be a “distressed exchange”;

(viii) no more than one Auction may be ongoing at any one time;

(ix) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.14 and Section 2.15 shall not exceed $135,000,000;

(x) each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Auction Manager or any of their respective Affiliates, has made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates shall have any liability

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to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manager and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Auction Manager or the other Lenders; and

(xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (iv), (vi) and (vii).

(b) The Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction. If the Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans pursuant to such Auction shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.14, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05 or 2.13.

(c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05 and 2.13 (it being understood and acknowledged that purchases of the Term Loans by the Borrower contemplated by this Section 2.14 shall not constitute Investments by the Borrower)) or any other Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable the Auction Manager to perform its responsibilities and duties in connection with each Auction.

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Section 2.15 Open Market Purchases.

(a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Loan Document, the Borrower may, at any time and from time to time after the Syndication Date, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied:

(i) no Default shall have occurred and be continuing on the date of such Open Market Purchase;

(ii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold);

(iii) the proceeds of Revolving Credit Loans shall not be used for a purchase of any Term Loans in connection with any Auction; and

(iv) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.14 and 2.15 shall not exceed $135,000,000.

(b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.15, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05 or 2.13.

(c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.15 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05 and 2.13 (it being understood and acknowledged that purchases of the Term Loans by the Borrower contemplated by this Section 2.15 shall not constitute Investments by the Borrower)) or any other Loan Document that may otherwise prohibit any Open Market Purchase by this Section 2.15.

Section 2.16 Incremental Credit Extensions.

(a) The Borrower may at any time or from time to time after the Syndication Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) in an aggregate amount not to exceed $820,000,000 or (y) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (a “Revolving

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Commitment Increase”) in an aggregate amount not to exceed $25,000,000, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, all of the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), and (iii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 and the Total Leverage Ratio shall not exceed 3.00:1.00 in the case of any Incremental Amendment entered into after the First Amendment Effective Date, in each case determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Loans available pursuant to such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith.

(b) Incremental Term Loans that are added to the existing tranche of Term Loans shall have identical terms to the existing Term Loans. All other Incremental Term Loans (i) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (ii) shall not mature earlier than the Maturity Date with respect to the Term Loans, (iii) shall not have interest rate margins that are greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Term Loans plus 25 basis points (and the interest rate margins applicable to the Term Loans shall be increased to the extent necessary to achieve the foregoing); provided that solely for purposes of this clause (iii), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and the effect of any LIBO Rate or Base Rate floors, in each case as determined by the Administrative Agent), (iv) shall have an average life to maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans and (v) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent.

(c) Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that in each case such amount may be less if such amount represents all remaining availability under the limit set forth in the first sentence of Section 2.16(a)).

(d) Each notice from the Borrower pursuant to this Section 2.16 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment

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Increases may be provided, by any existing Lender (but no existing Lender will have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases unless it so agrees.

(e) Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.16, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment

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requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(f) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.17 Extensions of Term Loans and Revolving Credit Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis under each tranche (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with the same Maturity Date, as the case may be) and on identical terms to each such Lender, the Borrower may from time to time extend the maturity date of any Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders,

(ii) except as to interest rates, fees and final maturity (which shall be identical as offered to each Lender under the relevant tranche), the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the identical terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(l) and 2.04(h) to the extent relating to Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Pro Rata Share of the Revolving Credit Facility (and except as provided in Sections 2.03(l) and 2.04(h), without giving effect to changes thereto on an

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earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees on Extended Revolving Credit Commitments (and related outstandings) at different rates from the original Revolving Credit Commitments; provided that such interest and fees shall be identical for each Lender under the Extended Revolving Credit Commitment and (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three (3) different Maturity Dates or three (3) different tranches,

(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall be identical as offered to each Lender under the relevant tranche), subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer (or less favorable terms if so agreed by each Extended Term Lenders in the applicable tranche),

(iv) the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date hereunder and the amortization schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the Original Term Loan Maturity Date may not be increased,

(v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby,

(vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer,

(vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer,

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(viii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent, and

(ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b) If, at the time any Extension of Revolving Credit Commitments becomes effective, there will be Extended Revolving Credit Commitments which remain in effect from a prior Extension, then if the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” (which, for this purpose, shall, in each case, be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees (except to the extent independently taken into account as commitment fees under Section 2.09(a) or Letter of Credit fronting fees under Section 2.03(i)), including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Revolving Credit Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Revolving Credit Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) and customary consent fees paid generally to consenting Lenders in respect of the Extended Revolving Credit Commitments (and related extensions of credit) shall at any time (over the life of the Extended Revolving Credit Commitments and related extensions of credit) exceed by more than 0.50% the “effective interest rate”, “effective unused commitment fee rate” or “effective letter of credit fronting fee rate” applicable to Revolving Credit Commitments (or outstanding extensions of credit pursuant thereto) which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate and/or Letter of Credit fronting fee applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Revolving Credit Commitments made pursuant to previous Extensions (and related extensions of credit) do not receive less “effective interest rate”, “effective unused commitment fee rate” and/or “effective letter of credit fronting fees” than are applicable to the Revolving Credit Commitments (and related extensions of credit) made (or extended) pursuant to such Extension. If at the time any Extension of Term Loans becomes effective, there will be Extended Term Loans which remain outstanding from a prior Extension, then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Term Loans and (y) the four years following the date of the respective Extension) payable to Lenders with such Extended Term Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of the Extended Term Loans shall at any time (over the life of the Extended Term Loans) exceed by more than 0.50% the “effective interest rate” applicable to Term Loans which were extended pursuant to one or more prior Extensions (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Term Loans made pursuant to

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previous Extensions do not receive less “effective interest rate” than are applicable to the Term Loans made (or extended) pursuant to such Extension.

(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17.

(d) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.17. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.17(d) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Maturity Date so that such maturity date is extended to the then latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).

(e) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17.

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ARTICLE III.

Taxes, Increased Costs Protection and Illegality

Section 3.01 Taxes. (a) Except as provided in this Section 3.01, any and all payments made by or on account of the Borrower (the term Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) and each Guarantor under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, assessments or withholdings or similar charges imposed by any Governmental Authority including interest, penalties and additions to tax (collectively “Taxes”), excluding, in the case of each Agent and each Lender, (1) Taxes imposed on or measured by its net income, however denominated, and franchise (and similar) Taxes imposed on it in lieu of net income Taxes, (2) any Taxes imposed by a jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or Administrative Agent is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or Administrative Agent’s principal office or applicable Lending Office is located, and (3) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which such Lender or Agent is located (all such non-excluded Taxes, being hereinafter referred to as “Indemnified Taxes”). If the Borrower, any Guarantor or other applicable withholding agent shall be required by any Laws to deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable by Borrower or Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if the Borrower or any Guarantor is the applicable withholding agent, the Borrower or such Guarantor shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender.

(b) In addition, the Borrower agrees to pay any and all present and future stamp, transfer, sales and use, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes, or charges or levies of the same character, imposed by any Governmental Authority, which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, including additions to tax, penalties and interest related thereto (all taxes described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”).

(c) The Borrower and each Guarantor agrees to indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes and Other Taxes payable by such Agent or such Lender and (ii) any reasonable expenses arising therefrom or with respect thereto, provided such Agent or Lender, as the case may be, provides the Borrower or such Guarantor

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with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.

(d) Each Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the Borrower and the Administrative Agent any information, in each case, as reasonably requested by the Borrower or the Administrative Agent that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however, that nothing in this Section 3.01(d) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations).

(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office (or take any other measures reasonably requested by the Borrower) if such a change or other measures would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(f) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower or any Guarantor pursuant to this Section 3.01, it shall promptly remit such refund to the Borrower or Guarantor, net of all reasonable out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Borrower and Guarantors, upon the request of the Lender or Agent, as the case may be, agree promptly to return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund to the relevant taxing authority. This section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrower or any other Person.

(g) All amounts set forth in a Loan Document to be payable by any Loan Party to a Lender or Agent which (in whole or in part) constitute the consideration for a supply or supplies for value added tax purposes shall be deemed to be exclusive of any value added tax which is chargeable on such supply or supplies, and accordingly, subject to paragraph (j) below, if value added tax is or becomes chargeable on any supply made by any Lender or Agent to any Loan Party under a Loan Document, that Loan Party shall pay to the relevant Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such value added tax (and such Lender or Agent shall promptly provide an appropriate value added tax invoice to such Loan Party).

(h) If value added tax is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other Lender or Agent (the “Recipient”) under a Loan Document, and any Loan Party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the

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Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Loan Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such value added tax. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such value added tax.

(i) Where a Loan Document requires any Loan Party to reimburse or indemnify a Lender or Agent for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents value added tax, save to the extent that such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such value added tax from the relevant tax authority.

Section 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable LIBO Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or that the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar, or other applicable, market for the applicable amount and the Interest Period of such LIBO Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of such LIBO Rate Loans

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or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on LIBO Rate Loans. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBO Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (1) Indemnified Taxes or Other Taxes covered by Section 3.01, or any Taxes excluded from the definition of Indemnified Taxes to the extent such Taxes are imposed on or measured by net income or profits or franchise taxes (imposed in lieu of the foregoing taxes) or (2) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the LIBO Rate Loan (or of maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender, then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable LIBO Rate Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any LIBO Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender

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(as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

Section 3.05 Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any LIBO Rate Loan of the Borrower on a day other than the last day of the Interest Period for such Loan; or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBO Rate Loan of the Borrower on the date or in the amount notified by the Borrower;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06 Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

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(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable LIBO Rate Loan, or, if applicable, to convert Base Rate Loans into LIBO Rate Loan, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue any LIBO Rate Loan, or to convert Base Rate Loans into LIBO Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable LIBO Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such LIBO Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s LIBO Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable LIBO Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as LIBO Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into LIBO Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s LIBO Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBO Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBO Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBO Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07 Replacement of Lenders under Certain Circumstances.

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(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any LIBO Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender and, in the case of clause (y) below only, with the prior written consent of the Required Lenders; provided that such consent shall not be required in the case of the termination of Commitments of Defaulting Lenders, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign, at par, pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or with respect to a class vote, clause (iii)) to one or more Eligible Assignees, none of which shall constitute a Defaulting Lender; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer in its capacity as such), repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations of the Borrower owing to such L/C Issuer relating to the Letters of Credit issued by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility only in the case of clause (i) or with respect to a class vote, clause (iii).

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender (other than any amounts owing to the assigning Lender pursuant to Section 3.05, which shall be paid in full by the Borrower) concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender

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hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving all affected Lenders of a certain Class, the Required Class Lenders) have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Section 3.08 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV.

Conditions Precedent to Credit Extensions

Section 4.01 First Credit Event. The obligation of each Lender to make Loans, and the obligation of the L/C Issuers to issue Letters of Credit, on the Closing Date, is subject at the time of the making of such Loans or the issuance of such Letters of Credit to the satisfaction of the following conditions:

(a) Credit Agreement; Notes. This Agreement shall have been duly executed and delivered by the Borrower and each Closing Date Guarantor and there shall have been

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delivered to the Administrative Agent for the account of each of the Lenders that has so requested, a Note executed by the Borrower, in each case in the amount, maturity and as otherwise provided herein.

(b) Acquisition Agreement; Seller Note.

(i) The Administrative Agent shall have received a certified copy of the Acquisition Agreement and the Seller Note, each duly executed by the parties thereto (together with all exhibits and schedules thereto), and each of which shall be in full force and effect.

(ii) The Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and Holdings shall not have consented to any action that would require the consent of Holdings under the Acquisition Agreement if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in each case without the consent of the Initial Lenders.

(c) Consummation of the Transactions. The Administrative Agent shall have received confirmation that the Equity Contribution shall have been consummated and the proceeds thereof shall have been contributed to the Borrower as a cash equity contribution. The Administrative Agent shall have received confirmation that a parent company of Holdings shall have assumed the Seller Note to the Seller in an amount equal to $75,000,000.

(d) Acquired Business. Concurrently with the funding of the Loans hereunder, all obligations of the Acquired Business with respect to its indebtedness being refinanced shall have been paid in full, and all commitments, security interests and guaranties in connection therewith shall have been terminated and released, all to the reasonable satisfaction of the Administrative Agent (as directed by the Arrangers). After giving effect to the consummation of the Transactions, Holdings and its Subsidiaries shall have no outstanding preferred equity, indebtedness or Guarantees (other than ordinary course trade payables and the Designated Rail Car Leases that are treated as operating leases), except for indebtedness incurred pursuant to (i) the Seller Note, which shall be assumed by a parent company of Holdings on the Closing Date, (ii) the Loans and (iii) other indebtedness in an amount not to exceed $10,000,000, as certified by a Responsible Officer of Holdings.

(e) Security. (i) The Administrative Agent shall have received (if applicable) the results of (x) searches of the Uniform Commercial Code and (y) judgment and tax lien searches and other customary searches, made with respect to the Domestic Subsidiaries in the states or other jurisdictions of formation of such Person and with respect to such other locations and names listed on the Perfection Certificate, together with (in the case of clause (y)) copies of the financing statements (or similar documents) disclosed by such search, (ii) the Security Agreement shall have been duly executed and delivered by each Domestic Subsidiary, (iii) the Luxco Share Pledge shall have been duly executed and delivered by Holdings, together with, in respect of (ii) and (iii) above, (x) certificates, if any, representing the pledged Equity Interest of

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the Subsidiary Guarantors accompanied (where applicable) by undated stock powers executed in blank (or the equivalent in other jurisdictions) and (y) documents and instruments to be recorded or filed that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement; provided, however, that, each of the requirements set forth in clauses (i) through (iii) above, including lien searches and the delivery of documents and instruments necessary to satisfy the Collateral and Guarantee Requirement (other than the pledge and perfection of Collateral with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or the delivery of a stock certificate and related stock power) (or the equivalent in other jurisdictions) shall not constitute conditions precedent to the Credit Extension on the Closing Date to the extent such requirements cannot be satisfied after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense so long as the Borrower agrees to deliver or cause to be delivered such search results, documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within (x) 90 days after the Closing Date, in the case of security interests in U.S. Collateral and (y) 180 days after the Closing Date, in the case of security interests all Collateral other than U.S. Collateral (in each case, subject to extensions approved by the Administrative Agent in its reasonable discretion).

(f) Legal Opinions. The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and the L/C Issuers, an opinion of (i) Kirkland & Ellis LLP, special counsel for the Loan Parties, and (ii) from each local counsel for the Loan Parties incorporated or organized in the United States or Luxembourg (or counsel for the Administrative Agent and Lenders if it is customary as reasonably determined by the Administrative Agent for such counsel to deliver such opinion), in each case, dated the Closing Date and addressed to the L/C Issuers, the Administrative Agent, the Collateral Agent and the Lenders, in each case in form and substance reasonably satisfactory to the Administrative Agent and customary for senior secured credit facilities in transactions of this kind.

(g) Solvency Certificate. The Administrative Agent shall have received a solvency certificate from the chief financial officer of Holdings in the form of Exhibit I hereto.

(h) Luxembourg Deliverables. The Administrative Agent shall have received for each Luxembourg Loan Party, (i) an excerpt from the Luxembourg Register of Commerce and Companies or a certificate issued by a Luxembourg notary public, certifying as of a recent date that the relevant company is duly formed under the laws of the Grand Duchy of Luxembourg and is in good standing and has a legal existence (certificate de coutûme) (as applicable) and (ii) a true and complete copy of a non-bankruptcy certificate dated on the date of this Agreement issued by the clerk’s office of the Luxembourg District Court sitting in commercial matters (greffe du tribunal d’Arrondissement de et à Luxembourg siégant en matière commerciale) and stating that as of the date of this Agreement the relevant company has not been declared in state of bankruptcy (faillite) insolvency, liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement) or controlled management (gestion contrôlée) (to the extent available from such court).

(i) Insurance. The Administrative Agent shall have received certificates of insurance complying with the requirements of Section 6.07(b) for the business and properties of Holdings and its Subsidiaries, in form and substance reasonably satisfactory to the

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Administrative Agent and, except for any insurance governed by German law, naming the Collateral Agent as an additional insured and/or as loss payee, and stating that such insurance shall not be canceled or materially revised without at least ten (10) days’ (or, to the extent reasonably available, 30 days’) prior written notice by the insurer to the Collateral Agent.

(j) Organization Documents. The Administrative Agent shall have received (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of each Loan Party dated the Closing Date and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable certificate under applicable law furnished pursuant to clause (i) above, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.

(k) Fees, Etc. All duties, fees, reasonable costs and expenses (including, without limitation, legal fees and expenses) and other compensation contemplated hereby, payable to the Agents and the Lenders or otherwise payable in respect of the Transactions shall have been paid to the extent due.

(l) USA PATRIOT Act. The Initial Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Borrower reasonably requested by the Initial Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

(m) Request for Credit Extension. The Administrative Agent and if applicable, the relevant L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof.

(n) Representations and Warranties. On the Closing Date, (i) each of the Acquisition Agreement Representations shall be true and correct and (ii) each of the Specified Representations shall be true and correct in all material respects with the same effect as though made on an as of the Closing Date, except to the extent such representations and warranties

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expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(o) Material Adverse Effect. Since December 31, 2008, there shall not have occurred any event or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement).

Section 4.02 All Credit Events. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of LIBO Rate Loans) is subject to the following conditions precedent:

(i) In the case of Credit Extensions after the Closing Date, the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of LIBO Rate Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.

Representations and Warranties

Holdings, the Borrower and each of the other Loan Parties party hereto represent and warrant to the Agents and the Lenders at the time of each Credit Extension that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified

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and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except, in each case referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach, contravention or payment (but not the creation of any Lien) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents. (a) No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect, as applicable, the Liens or register on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been (or, within the applicable period set out in the relevant Collateral Document, will be) duly obtained, taken, given or made and are or (within such applicable period will be) in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(b) Any Luxembourg Loan Party has carried out its activities and will continue to carry out its activities in a manner which complies with all relevant regulatory requirements regarding activities of the financial sector and in a manner which does not require it

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to be authorised under the Luxembourg Act dated 5 April 1993 on the financial sector, as amended.

Section 5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitute legal, valid and binding obligations of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity (ii) the need for filings, registrations and, with respect to Collateral owned by Foreign Subsidiaries, any other perfection steps necessary to create or perfect or register the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries.

Section 5.05 Financial Statements; No Material Adverse Effect. (a) The audited Special Purpose Financial Statements fairly present in all material respects the financial condition of the Acquired Business as of the dates thereof and their results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein or as provided in Section 3.05 of the Seller Disclosure Schedules to the Acquisition Agreement.

(b) Since December 31, 2008, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(c) As of the Closing Date, none of Holdings or any of its Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents and the Seller Note, (iii) liabilities incurred in the ordinary course of business, and (iv) liabilities disclosed in the pro forma financial statements and pro forma financial information delivered on or prior to the Closing Date) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07 No Default.

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Neither Holdings nor any of its Restricted Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.08 Ownership of Property; Liens. (a) Holdings and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title, interest, easement or other limited property interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) As of the Closing Date, Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete list of each Material Real Property owned or leased by Holdings and the Subsidiaries as of the Closing Date.

(c) As of the Closing Date, except as otherwise disclosed to the Administrative Agent, (i) none of Holdings or any of its Restricted Subsidiaries has received any notice of, nor has any knowledge of, the occurrence (and still pending as of the Closing Date) or pendency or contemplation of any Casualty Event affecting all or any portion of a Mortgaged Property except as would not reasonably be expected to have a Material Adverse Effect, and (ii) no Mortgage encumbers improved Mortgaged Property that is located in an area that has been identified by the Secretary of Housing and Urban Development (or other relevant Person) as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 (or other relevant legislation) unless flood insurance available under such Act has been obtained in accordance with Section 6.07.

Section 5.09 Environmental Matters. Except as disclosed in Schedule 5.09(a) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) each of Holdings, the other Loan Parties and the Acquired Business is in compliance with all applicable Environmental Laws, and has obtained, and is in compliance with, all Environmental Permits required of any of them under applicable Environmental Laws;

(b) there are no claims, proceedings, investigations or actions by any Governmental Authority or other Person pending, or to the knowledge of Holdings or any of the other Loan Parties threatened, against Holdings, any of the other Loan Parties or the Acquired Business under any Environmental Law or to revoke, suspend or modify any Environmental Permit required of any of them under applicable Environmental Laws;

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(c) none of Holdings, the other Loan Parties or the Acquired Business has agreed to assume or accept responsibility, by contract or otherwise, for any Environmental Liability of any other Person; and

(d) there are no facts, circumstances or conditions relating to the past or present business or operations of Holdings, any of the other Loan Parties, the Acquired Business or any of their respective predecessors (including the disposal of any wastes, hazardous substances or other materials), or to any Real Property at any time owned, leased or operated by any of them, that could reasonably be expected to give rise to any Environmental Liability on the part of Holdings, any of the other Loan Parties or the Acquired Business.

Section 5.10 Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have filed all returns, statements, forms and reports for taxes (for purposes of this Section, “Returns”) required to be filed, and the Returns accurately reflect all liability for taxes of the Loan Parties and their Subsidiaries as a whole for the periods covered thereby. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have paid all taxes levied or imposed upon them or their properties, that are due and payable (including in their capacity as a withholding agent), except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP if such contest shall have the effect of suspending enforcement or collection of such taxes. There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Loan Parties or any of their Subsidiaries, threatened by any authority regarding any taxes relating to the Loan Parties or any of their Subsidiaries, nor is there any proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties that would, if made, individually or in the aggregate, have a Material Adverse Effect.

Section 5.11 ERISA Compliance.

(a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and all other applicable Laws and regulations.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made; (ii) no Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) no Loan Party, Restricted Subsidiary or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections

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4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv) no Loan Party, Restricted Subsidiary or ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA; except, with respect to each of the foregoing clauses (i) through (iv) of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c) Except as could not reasonably be expected to result in a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made and the Loan Parties and Restricted Subsidiaries have not incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (iii) each Foreign Pension Plan is funded to the extent required by Law or otherwise to comply with the requirements of any material Law applicable in the jurisdiction in which such Foreign Pension Plan is maintained.

Section 5.12 Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to any part of the Transactions that is consummated on or prior to the Closing Date), no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) any Lien that is permitted under Section 7.01 and (iii) in the case of the Equity Interests owned by Styron Holding BV in Styron Spain, S.L.U., the payment of the Share Purchase Price (as defined in and pursuant to the terms and conditions of that certain Share Transfer Agreement, dated as of March 18, 2010, by and between Dow Chemical Iberica, S.L. (as seller) and Styron Holding BV (as purchaser), formalized on the same date before the Notary Public of Madrid Fernando Molina Stranz, with the number 407 of his public records). As of the Closing Date, Schedules 1(a) and 10(a) and (b) to the Perfection Certificate (a) set forth the name and jurisdiction of each Subsidiary that is a Loan Party and (b) set forth the ownership interest of Holdings and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership.

Section 5.13 Margin Regulations; Investment Company Act. (a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of the Borrower or any other Loan Party is, or is required to be, registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14 Disclosure.

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To the best knowledge of Holdings, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading. With respect to projected financial information and pro forma financial information, each of Holdings and the Borrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation of such materials and at the time such materials were made available to any Agent or any Lender; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings or any of its Restricted Subsidiaries pending or, to the knowledge of Holdings, threatened; (b) hours worked by and payment made to employees of Holdings or any of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from Holdings or any of its Restricted Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

Section 5.16 Capitalization. (a) On the Closing Date, the authorized share capital of Holdings will be $717,367.05, represented by 71,736,705 shares with a nominal value of one cent United States Dollar (USD 0.01), all of which shares are issued and outstanding. All such outstanding shares have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. As of the Closing Date, Holdings does not have outstanding any capital stock or other securities convertible into or exchangeable for its capital stock or any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights.

(b) On the Closing Date, the authorized share capital of the Borrower will be $92,365.82, represented by 9,236,582 shares with a nominal value of one cent United States Dollar (USD 0.01) that are fully paid and non-assessable and have been issued free of preemptive rights. The Borrower does not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights.

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Section 5.17 Intellectual Property; Licenses, Etc.

Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, such IP Rights do not conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No use of IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim, accused infringements or litigation regarding any of the IP Rights is pending or, to the knowledge of the Borrower, threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Except pursuant to licenses, sublicenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all issuances, registrations, or applications for patents, trademarks or copyrights owned by any Loan Party or any of its Subsidiaries listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent that the failure of such issuances, registrations or applications to be valid and in full force and effect is a result of the reasonable business judgment of Holdings and the Restricted Subsidiaries and could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.18 Solvency. On the Closing Date, upon giving effect to the Transactions, Holdings, the Borrower and their respective Restricted Subsidiaries, on a consolidated basis, are Solvent.

Section 5.19 Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

Section 5.20 Insurance. As of the Closing Date, all insurance maintained by or on behalf of the Loan Parties is in full force and effect and all premiums due in respect of such insurance have been duly paid. The Borrower in its good faith judgment has determined that the insurance maintained by or on behalf of the Borrower and the Subsidiaries is adequate and in accordance with normal industry practice.

Section 5.21 Collateral Documents.

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(a) Valid Liens. Each Collateral Document delivered pursuant to Sections 4.01, 6.11 and 6.14 will, upon execution and delivery thereof and upon registration or the taking of any other perfection steps under applicable Laws, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral but only to the extent (x) perfection can be obtained by filing financing statements or possession, as the case may be, in each case subject to no Liens other than Liens permitted hereunder and (y) required by the Collateral and Guarantee Requirement (it being understood, however, that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on applied for, issued or registered Trademarks, Patents and Copyrights acquired by the grantors thereof after the Closing Date).

(b) PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is executed and delivered to the Collateral Agent in a form proper for filing in the United States Patent and Trademark Office and the United States Copyright Office, if and to the extent such filings may perfect such interests, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement), Trademarks (as defined in the Security Agreement) issued or registered by or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to establish a Lien on applied for, issued or registered Trademarks, Patents and Copyrights acquired by the grantors thereof after the Closing Date).

(c) Mortgages. Upon recording thereof in the appropriate recording office or, to the extent required, the delivery of a mortgage certificate to the Collateral Agent or the registration with the competent registry, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are delivered to the Collateral Agent or registered with the competent registry (in each case to the extent required) or are filed in the offices specified on Schedule 7 to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.11 and 6.14, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.11 and 6.14 or, to the extent required, when a mortgage certificate is delivered to the

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Collateral Agent), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by hereunder.

Notwithstanding anything in this Section 5.21 to the contrary, in jurisdictions where the legal concept of security agent or collateral agent does not exist and where, as a result, the Collateral Agent is required to prove that it is duly and expressly empowered to accept or enforce security on behalf of the Secured Party (by way of illustration, by means of a legalized power of attorney granted in its favor by each of the applicable Secured Parties), the representations and warranties set forth in this Section 5.21 shall not be deemed to be breached solely to the extent that the Collateral Agent is not, or is not able to prove that it is, so empowered.

Section 5.22 No Establishment. For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), the centre of main interest (as that term is used in Article 3(1) of the Regulation) of each of Holdings, the Borrower and each of their Restricted Subsidiaries that is formed or incorporated in a jurisdiction within the European Union is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction.

Section 5.23 Pensions Act.

(a) Neither Holdings, the Borrower nor any of their Restricted Subsidiaries is or has been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993 as amended).

(b) Neither Holdings, the Borrower nor any of their Restricted Subsidiaries is or has been “connected” with or an “associate” of (as those terms are used in sections 39 and 43 of the Pensions Act 2004) such an employer.

Section 5.24 Commercial Benefit. Each Loan Party acknowledges that the entry into and performance by such Loan Party of its obligations under the Loan Documents to which it is a party is for such Loan Party’s commercial benefit.

ARTICLE VI.

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than obligations under Treasury Services Agreements and obligations Secured

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Hedge Agreements) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to:

Section 6.01 Financial Statements. (a) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within one hundred and twenty (120) days after the end of the fiscal year ending December 31, 2010 and within ninety (90) days after the end of each subsequent fiscal year, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, with accompanying management discussion and analysis (provided that such comparative figures and accompanying management discussions and analysis shall not be required to be delivered with the financial statements delivered pursuant to this clause (a) for the fiscal year ending December 31, 2010), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLC or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event (I) within one hundred twenty (120) days after the end of the fiscal quarter ending June 30, 2010, within ninety (90) days after the end of the fiscal quarter ending September 30, 2010 and within forty-five (45) days after the end of each fiscal quarter of each fiscal year of Holdings beginning with the fiscal quarter ending March 31, 2011, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, with accompanying management discussion and analysis (provided that (i) Holdings shall only be required pursuant to this clause (b) to use commercially reasonable efforts to deliver such comparative figures with the financial statements delivered pursuant to this clause (b) for the fiscal quarters ending June 30, 2010 and September 30, 2010 and such comparative figures may be management estimates, (ii) financial information with respect to fiscal periods ending prior to the first full fiscal quarter ending after the Closing Date shall be prepared on a basis consistent with the 2009 Historical Financial Statements (as defined in Schedule 1.01(o) to the Acquisition Agreement) and (iii) no statement of cash flows for any fiscal period ending prior to the first full fiscal quarter after the Closing Date shall be required to be delivered pursuant to this clause (b)) and (II) within sixty (60) days after the end of each of the fiscal quarters ending June 30, 2010 and September 30, 2010, management estimates of volume, sales and Consolidated EBITDA for the applicable fiscal quarter, in the case of clause (I), all in reasonable detail and certified by a Responsible Officer of

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Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within thirty (30) days after the end of such month, for each month until the delivery of the financial statements required pursuant to succeeding clause (d), a consolidated statement of volume of product sold by Holdings and its Subsidiaries for such month, with accompanying management discussion and analysis;

(d) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event by December 31, 2010 (provided that such date shall be extended to March 31, 2011 to the extent (i) the Seller shall breach its obligations under the Acquisition Agreement to deliver the financial statements described below to the Borrower on or prior to December 31, 2010, but only so long as the Borrower shall, during such extended period, use commercially reasonable efforts to obtain such financial statements from the Seller), a consolidated balance sheet of the Acquired Business for the fiscal years ending December 31, 2008 and December 31, 2009, and the statements of income and cash flows of the Acquired Business for the fiscal years ending December 31, 2007, December 31, 2008, and December 31, 2009 (provided that in the case of statements of income and cash flows for the Acquired Business for the fiscal year ending December 31, 2007, Holdings shall be required to deliver such financial statements solely upon, and only to the extent of, receipt thereof from the Seller (it being acknowledged by the Borrower that the Seller is obligated to deliver such financial statements to Holdings no later than December 31, 2010), in each case audited and accompanied by a report and opinion of Deloitte & Touche LLP, in each case compliant in all material respects with applicable requirements of Regulation S-X under the Securities Act; provided, that either (i) the consolidated EBITDA derived from such audited financial statements for the fiscal year ended December 31, 2009 (calculated as provided in Schedule 1.01(o) of the Acquisition Agreement taking into account further Regulation S-X related financial statement adjustments for corporate allocations, non-cash expenses including stock compensation, additional non-recurring items and changes in accounting for intercompany transactions) shall be $205,000,000 or greater or (ii) the Total Leverage Ratio of Holdings and its Subsidiaries for the Test Period most recently ended prior to the delivery of such audited financial statements does not exceed 4.00:1.00;

(e) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than one hundred twenty (120) days after the end of the fiscal year ending December 31, 2010 and no later than ninety (90) days after the end of each subsequent fiscal year of Holdings, a detailed consolidated budget for the following fiscal year on a quarterly basis and for the next succeeding three years on an annual basis (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Borrower to be reasonable at the time of preparation and at the time of delivery of such Projections, it

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being understood that actual results may vary from such Projections and that such variations may be material; and

(f) Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) through (c) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) through (d) of this Section 6.01 shall be subject in all respects to Section 1.05(b) (and may be satisfied in accordance with the provisions thereof) and the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing Holdings’ (or any direct or indirect parent thereof) Form l0-K or 10-Q, as applicable, filed with the SEC; provided that (i) to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Documents required to be delivered pursuant to this Section 6.01 and Section 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which any direct or indirect parent of Holdings (or the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, Holdings shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Holdings or the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided, however, that if such Compliance Certificate is first delivered by electronic means, the date of such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

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Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), commencing with the fiscal quarter ending June 30, 2010, a duly completed Compliance Certificate signed by a Responsible Officer of Holdings;

(b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements, if any, which Holdings or any Restricted Subsidiary files with the SEC, ASIC or with any applicable Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board observer rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02;

(d) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the information required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the Chief Executive Office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate;

(e) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and

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(f) no later than five (5) days after delivery of financial statements referred to in Section 6.01(a), any change to Schedule 1.01B.

Section 6.03 Notices. Promptly after a Responsible Officer of or any Loan Party has obtained knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

(c) of the filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against Holdings or any Loan Party or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Holdings (x) that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Holdings or the respective Loan Party has taken and proposes to take with respect thereto.

Section 6.04 Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect of taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent any such tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.05 Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except (x) in a transaction permitted by Section 7.04 or 7.05 and (y) any Restricted Subsidiary may merge, amalgamate or consolidate with any other Restricted Subsidiary and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) (other than with respect to the Borrower) or (b), to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or pursuant to a transaction permitted by Section 7.04 or 7.05 or clause (y) of this Section 6.05.

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Section 6.06 Maintenance of Properties. Except (i) if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) for Dispositions permitted by Section 7.05 (a) maintain, preserve and protect all of its material tangible properties and equipment necessary in the operation of its business in as good a working order, repair and condition, as they were in on the date hereof, ordinary wear and tear excepted and fire, casualty or condemnation excepted, (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business, and (c) maintain or renew all of its registered or issued intellectual property.

Section 6.07 Maintenance of Insurance.

(a) Generally. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

(b) Requirements of Insurance. (i) All such insurance shall (other than for any German Loan Party) (A) provide that the applicable insurer under each such policy shall endeavor to provide written notice to the Collateral Agent of any cancellation or material reduction in amount at least ten (10) days (or, to the extent reasonably obtainable 30 days) prior to such cancellation or material reduction (the Borrower shall deliver a copy of the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement policy) or other evidence thereof to the Administrative Agent and the Collateral Agent, or insurance certificate with respect thereto and (B) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable and (ii) with respect to any German insurance contract or policy of a German Loan Party, a German Loan Party shall not agree on a cancellation, material reduction in amount or material change in coverage thereof that is adverse to the interests of any Agent or the Lenders without providing the Administrative Agent with a written notice ten (10) days prior to effecting such cancellation, material reduction on amount or material change in coverage setting out in detail what the cancellation, material reduction on amount or material change in coverage will be; provided that if the Administrative Agent does not notify the relevant German Loan Party within ten (10) days after having received such notice that it objects the action contemplated in the notice, such German Loan Party may agree on such cancellation, material reduction or material change.

(c) Flood Insurance. With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent may from time to time reasonably require, if at any time the area in which any material improvements located on any Mortgaged

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Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

(d) If Holdings or any of its Subsidiaries shall fail to maintain insurance in accordance with this Section 6.07, or if Holdings or any of its Subsidiaries shall fail to so endorse and deposit all policies or certificates with respect thereto, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and Holdings and the Borrower jointly and severally agree to reimburse the Administrative Agent for all costs and expenses of procuring such insurance. The provisions of this Section 6.07 shall be deemed supplemental to, but not duplicative of, the provisions of any Collateral Documents that require the maintenance of insurance.

Section 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except, in each case, if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.09 Books and Records; Quarterly Management Calls. (a) Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of Holdings, the Borrower or a Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

(b) At a date to be mutually agreed upon between the Administrative Agent and Holdings occurring on or prior to the sixtieth (60th) day after the close of each fiscal quarter of Holdings for which financial statements are required to be delivered pursuant to Section 6.01(a) hereof (or, in the case of such fiscal quarters ending June 30, 2010 and September 30, 2010, the seventy-fifth (75th) day after the end of such fiscal quarters), Holdings will, at the request of the Administrative Agent, host a call with all of the Lenders at which meeting will be reviewed the financial results of Holdings and its Subsidiaries for the previous fiscal quarter and the budgets presented for the current fiscal quarter of Holdings.

Section 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of such Loan Party’s or such Restricted Subsidiary’s properties, to examine such Person’s corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss such Person’s affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’

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customary policies and procedures), all at the reasonable expense of Holdings and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Holdings; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at Holdings’ expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give Holdings the opportunity to participate in any discussions with Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney client or similar privilege or constitutes attorney work-product.

Section 6.11 Additional Collateral; Additional Guarantors. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(a) Upon (1) the formation or acquisition by Holdings or any Restricted Subsidiary of any new direct or indirect Restricted Subsidiary that is organized in a Qualified Jurisdiction (other than Australia, Hong Kong or Singapore), (2) the designation in accordance with Section 6.15 of any existing direct or indirect Subsidiary that is organized in a Qualified Jurisdiction (other than Australia, Hong Kong or Singapore) as a Restricted Subsidiary or (3) the designation by Holdings of any Restricted Subsidiary that is an Excluded Subsidiary as a Guarantor with the prior written consent of the Administrative Agent (such consent to be based on matters of concern relating to the procurement of a guarantee from such Guarantor, the enforceability thereof and the taking and perfecting of a security interest in the assets of such Guarantor to secure its obligations thereunder, which consent shall not be unreasonably withheld or delayed; it being understood that, subject to compliance with each of the requirements set forth below to the Administrative Agent’s satisfaction (including the receipt by the Administrative Agent of an opinion of counsel as to the matters described above), the Administrative Agent consents to the designation of the Finnish Guarantor and the Portuguese Guarantor, pursuant to this clause (3):

(i) within (x) 45 days after such formation, acquisition or designation with respect to a Restricted Subsidiary that is a Domestic Subsidiary or with respect to Collateral located in the U.S. or (y) 90 days after such formation, acquisition or designation with respect to a non-U.S. Restricted Subsidiary or with respect to non-U.S. Collateral or, in each case, such longer period as the Administrative Agent may agree in

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writing in its discretion:

(A) cause each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Guarantor Joinder to this Agreement and joinders to the Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.14(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

(B) cause each such Restricted Subsidiary (and the parent of each such Restricted Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;

(C) take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement;

(ii) if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion from (A) counsel for the additional Loan Party and/or (B) counsel for the Administrative Agent and the Lenders mutually determined in accordance with customary practice in the jurisdiction where the additional Loan Party is located and addressed to the Administrative Agent and the Lenders. Such opinion shall be in form reasonably acceptable to the Administrative Agent as to such customary matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request;

(iii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property owned by any Loan Party (as applicable) any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a

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Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of Holdings to obtain such consent, such consent cannot be obtained; and

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request, deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.

(b) Not later than one hundred twenty (120) days after the acquisition or lease by any Loan Party of Material Real Property as determined by Holdings (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to the Collateral and Guarantee Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(c) Always ensuring that the Obligations are secured by a first-priority security interest in all the Equity Interests of the Borrower.

(d) Australian Subsidiaries. Upon the formation or acquisition by Holdings or any of its Restricted Subsidiaries of any new direct or indirect Restricted Subsidiary that is an Australian Subsidiary or the designation in accordance with Section 6.15 of any existing direct or indirect Australian Subsidiary as a Restricted Subsidiary:

(i) Ensure that:

(A) all board and shareholder resolutions which are required to be passed under the Corporations Act to approve the giving of financial assistance by each such Australian Subsidiary in connection with the entering into and performance of each of the Loan Documents by each such Australian Subsidiary are passed (“Resolutions”); and

(B) all Australian Whitewash Documents in respect of each such Australian Subsidiary are lodged with ASIC in accordance with the Corporations Act at least 14 days prior to the giving of the financial assistance referred to in paragraph (A) above.

(ii) Ensure that each such Australian Subsidiary promptly after lodgment with ASIC provides the Administrative Agent with certified copies of all the Australian Whitewash Documents, together with evidence that all Australian Whitewash Documents

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have been lodged with ASIC within the required time periods.

(iii) Within 45 days after such formation, acquisition or designation (as relevant), or such longer period as the Administrative Agent may agree in writing in its discretion:

(A) cause each such Australian Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Guarantor Joinder to this Agreement;

(B) cause each such Australian Subsidiary to deliver (i) a fixed and floating charge over all its property duly executed and delivered by each such Australian Subsidiary in favor of the Collateral Agent, (ii) an equitable mortgage of shares duly executed and delivered by each such Australian Subsidiary in favor of the Collateral Agent (“Australian Share Mortgage”) and (iii) a Mortgage over all its Material Real Property duly executed and delivered by each such Australian Subsidiary in favor of the Collateral Agent, in each case constituting first ranking Liens in form and substance reasonably acceptable to the Administrative Agent;

(C) cause each such Australian Subsidiary (and the parent of each such Australian Subsidiary that is a Guarantor) to deliver any and all original share certificates, original blank share transfers and certified extract of share registers representing Equity Interests and intercompany notes that are required to be pledged pursuant to the Collateral and Guarantee Requirement and the Australian Share Mortgages;

(D) if required, cause each such Australian Subsidiary to execute and deliver shareholder resolutions to amend the constitution of the Australian Subsidiary so that it includes a provision which provides that the directors may not refuse to register a share transfer effected by a Lender on enforcement of Collateral over those shares, in each case subject to paragraph (A) of the definition of Collateral and Guarantee Requirement;

(E) cause each such Australian Subsidiary to deliver together with each Collateral Document delivered pursuant to paragraph (B) above each duly executed form which is required to be lodged with ASIC in connection with the giving of the Collateral Documents;

(F) cause each such Australian Subsidiary to provide evidence that all Collateral Documents to which it is a party are duly stamped or, if not duly stamped, confirmation that they will be duly stamped; and

(G) take and cause such Australian Subsidiary and each direct or indirect parent of such Australian Subsidiary to take whatever action (including the registration of Mortgages, the registration of the Collateral at ASIC, payment of stamp duty, delivery of any certificates of title and delivery of share certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent

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designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Administrative Agent and the Lenders reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(d) as the Administrative Agent may reasonably request; and

(v) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower or an Australian Subsidiary; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of Holdings to obtain such consent, such consent cannot be obtained.

(e) Canadian Subsidiaries. Upon the amalgamation of any Canadian Restricted Subsidiary with any other Person as permitted in this Agreement, the Borrower shall cause to be delivered to the Administrative Agent within 30 days such documentation as may be reasonably required by the Administrative Agent including a confirmation and acknowledgement from the Loan Party which is the surviving entity and a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent.

(f) Singapore Subsidiaries.

(i) Within 60 days after the formation or acquisition by Holdings or any of its Restricted Subsidiaries of any new direct or indirect Restricted Subsidiary that is a Singapore Subsidiary or the designation in accordance with Section 6.15 of any existing direct or indirect Singapore Subsidiary as a Restricted Subsidiary, or such longer period as the Administrative Agent may agree in writing in its discretion:

(A) Ensure that:

(1) any statutory whitewash process prescribed in and required under the Companies Act (Cap. 50) of Singapore in connection with any provision of financial assistance by each such Singapore Subsidiary entering into and performing its obligations under the Loan Documents are completed prior to the provision of such financial assistance; and

(2) each such Singapore Subsidiary immediately provides the Administrative Agent with certified copies of all the Singapore Whitewash Documents, together with evidence that all Singapore Whitewash

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Documents have been lodged with ACRA within the required time periods;

(B) cause each such Singapore Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Guarantor Joinder to this Agreement;

(C) cause each such Singapore Subsidiary to deliver (1) a fixed and floating charge over all its property duly executed and delivered by each such Singapore Subsidiary in favor of the Collateral Agent, (2) an equitable mortgage of shares duly executed and delivered by each such Singapore Subsidiary in favor of the Collateral Agent (“Singapore Share Mortgage”) and (3) a Mortgage over all its Material Real Property duly executed and delivered by each such Singapore Subsidiary in favor of the Collateral Agent, in each case constituting first ranking Liens in form and substance reasonably acceptable to the Administrative Agent;

(D) cause each such Singapore Subsidiary (and the parent of each such Singapore Subsidiary that is a Guarantor) to deliver any and all original share certificates, original blank share transfers and certified extract of share registers representing Equity Interests and intercompany notes that are required to be pledged pursuant to the Collateral and Guarantee Requirement and the Singapore Share Mortgages;

(E) if required, cause each such Singapore Subsidiary to execute and deliver shareholder resolutions to amend the memorandum and articles of association of the Singapore Subsidiary so that it includes a provision which provides that the directors may not refuse to register a share transfer effected by a Lender on enforcement of Collateral over those shares;

(F) cause each such Singapore Subsidiary to deliver to counsel for the Lenders (1) an original bizfile authorisation letter addressed to counsel for the Lenders signed by each such Singapore Subsidiary and (2) original statements containing particulars of charge (drafts of which are to be provided by counsel to the Lenders within reasonable time upon execution of the respective Collateral Documents) in relation to any Collateral Documents which are registrable as charges pursuant to the Companies Act (Cap. 50) of Singapore;

(G) cause each such Singapore Subsidiary to provide evidence that all Collateral Documents to which it is a party are duly stamped or, if not duly stamped, confirmation that they will be duly stamped;

(H) if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Lenders reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(f) as the Administrative Agent may reasonably request; and

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(I) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower or a Singapore Subsidiary; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of Holdings to obtain such consent, such consent cannot be obtained.

(ii) Take and cause each Restricted Subsidiary that is a Singapore Subsidiary and each direct or indirect parent of such Singapore Subsidiary to take whatever action (including the registration of Mortgages, the registration of the Collateral at ACRA, payment of stamp duty, delivery of any certificates of title and delivery of share certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(g) Hong Kong Subsidiaries. Upon the formation or acquisition by Holdings or any Restricted Subsidiary of any new direct or indirect Restricted Subsidiary that is a Hong Kong Subsidiary or the designation in accordance with Section 6.15 of any existing direct or indirect Hong Kong Subsidiary as a Restricted Subsidiary and the Administrative Agent determines, in its reasonable opinion, that financial assistance has been given by such Hong Kong Subsidiary:

(i) Ensure that:

(A) all board and shareholder resolutions which are required to be passed under the Companies Ordinance (Cap. 32 of the laws of Hong Kong) to approve the giving of financial assistance by each such Hong Kong Subsidiary in connection with the entering into and performance of each of the Loan Documents by each such Hong Kong Subsidiary are passed (“Resolutions”); and

(B) all Hong Kong Whitewash Documents in respect of each such Hong Kong Subsidiary are lodged with the Registrar of Companies in accordance with the Companies Ordinance within the required time periods prior to the giving of the financial assistance referred to in paragraph (A) above.

(ii) Ensure that each such Hong Kong Subsidiary immediately provides the Administrative Agent with certified copies of all the Hong Kong Whitewash Documents, together with evidence that all Hong Kong Whitewash Documents have been lodged with the Registrar of Companies within the required time periods.

(iii) Within 60 days after such formation, acquisition or designation (as

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relevant) and delivery or lodgement of any Hong Kong Whitewash Documents as required under the Companies Ordinance, or such longer period as the Administrative Agent may agree in writing in its discretion:

(A) cause each such Hong Kong Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Guarantor Joinder to this Agreement;

(B) cause each such Hong Kong Subsidiary to deliver (i) a fixed and floating charge over all its property duly executed and delivered by each such Hong Kong Subsidiary in favor of the Collateral Agent, (ii) an equitable mortgage of shares in such Hong Kong Subsidiary duly executed and delivered in favor of the Collateral Agent (“Hong Kong Share Mortgage”) and (iii) a Mortgage over all its Material Real Property duly executed and delivered by each such Hong Kong Subsidiary in favor of the Collateral Agent, in each case constituting first ranking Liens in form and substance reasonably acceptable to the Administrative Agent;

(C) cause each such Hong Kong Subsidiary (and the parent of each such Hong Kong Subsidiary that is a Guarantor) to deliver any and all original share certificates, original blank share transfers and certified extract of share registers representing Equity Interests and intercompany notes that are required to be pledged pursuant to the Collateral and Guarantee Requirement and the Hong Kong Share Mortgages;

(D) if required, cause each such Hong Kong Subsidiary to execute and deliver shareholder resolutions to amend the memorandum and articles of association of the Hong Kong Subsidiary so that it includes a provision which provides that the directors may not refuse to register a share transfer effected by a Lender on enforcement of Collateral over those shares;

(E) cause each such Hong Kong Subsidiary to deliver together with each Collateral Document delivered pursuant to paragraph (B) above each duly executed form which is required to be lodged with the Registrar of Companies in connection with the giving of the Collateral Documents;

(F) take and cause such Hong Kong Subsidiary and each direct or indirect parent of such Hong Kong Subsidiary to take whatever action (including the registration of Mortgages, the registration of the Collateral, delivery of any certificates of title and delivery of share certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

(iv) if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request, deliver to the Administrative Agent

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a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Lenders reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(g) as the Administrative Agent may reasonably request; and

(v) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts or environmental assessment reports, to the extent available and in the possession or control of the Borrower or a Hong Kong Subsidiary; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of Holdings to obtain such consent, such consent cannot be obtained.

Notwithstanding paragraph (g) above, in the event that the Loan Parties determine that no financial assistance has occurred, the Loan Parties must promptly deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent, as to such matters, to relieve the Loan Parties from compliance with the procedures set out in paragraph (g).

(h) Irish Subsidiaries.

(i) Within 60 days after the formation or acquisition by Holdings or any of its Restricted Subsidiaries of any new direct or indirect Restricted Subsidiary that is an Irish Subsidiary or the designation in accordance with Section 6.15 of any existing direct or indirect Irish Subsidiary as a Restricted Subsidiary, or such longer period as the Administrative Agent may agree in writing in its discretion:

(A) Ensure that:

(3) any statutory whitewash process prescribed in and required under Section 60 of the Companies Act 1963 (as amended) of Ireland in connection with any provision of financial assistance by each such Irish Subsidiary entering into and performing its obligations under the Loan Documents are completed prior to the provision of such financial assistance; and

(4) each such Irish Subsidiary immediately provides the Administrative Agent with certified copies of all the Irish Whitewash Documents, together with evidence that all relevant Irish Whitewash Documents have been lodged with the Irish Companies Registration Office within the required time periods;

(B) cause each such Irish Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) a Guarantor Joinder to this Agreement;

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(C) cause each such Irish Subsidiary to deliver a mortgage debenture creating fixed and floating charges over all its property and assets (the “Debenture”) duly executed and delivered by each such Irish Subsidiary in favor of the Collateral Agent, constituting first ranking Liens in form and substance reasonably acceptable to the Administrative Agent;

(D) cause each such Irish Subsidiary (and the parent of each such Irish Subsidiary that is a Guarantor) to deliver any and all original share certificates, original blank share transfers and certified extract of share registers representing Equity Interests and intercompany notes that are required to be pledged pursuant to the Collateral and Guarantee Requirement and the Debenture;

(E) if required, cause each such Irish Subsidiary to execute and deliver shareholder resolutions to amend the articles of association of the Irish Subsidiary so that it includes a provision which provides that the directors may not refuse to register a share transfer effected by a Lender on enforcement of Collateral over those shares;

(F) cause each such Irish Subsidiary to deliver to counsel for the Lenders original statements containing particulars of charge (drafts of which are to be provided by counsel to the Lenders within reasonable time following execution of the respective Collateral Documents) in relation to any Collateral Documents which are registrable as charges pursuant to the Companies Act 1963 (as amended) of Ireland;

(G) if reasonably requested by the Administrative Agent or the Collateral Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Lenders reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(h) as the Administrative Agent may reasonably request; and

(H) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property (if any), any existing title reports or certificates of title, environmental impact studies, to the extent available and in the possession or control of the Borrower or an Irish Subsidiary; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental impact studies whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of Holdings to obtain such consent, such consent cannot be obtained.

(ii) Take and cause each Restricted Subsidiary that is an Irish Subsidiary and each direct or indirect parent of such Irish Subsidiary to take whatever action (including the registration of Debenture at the Irish Companies Registration Office and on any other relevant register, including but not limited to the Irish Property Registration Authority,

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payment of stamp duty, delivery of any land certificates or title deeds and delivery of share certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.

Section 6.12 Compliance with Environmental Laws. (a) Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying any of their Real Properties or facilities to comply, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for the ownership or operation of any of their Real Properties, facilities or business; and, in each case to the extent required by any Environmental Law, conduct any investigation, remedial or other corrective action to the extent required by any Environmental Law to address Hazardous Materials at any of their Real Properties or facilities, or any other location, in accordance with such Environmental Law.

(b) Within thirty (30) days of the occurrence of any Event of Default, if requested by the Administrative Agent or the Collateral Agent, provide the Administrative Agent and the Collateral Agent with an environmental site assessment, by an environmental consultant reasonably acceptable to such Agents, of each of the Mortgaged Properties, identifying the presence or likely presence of Hazardous Materials on such properties and the potential costs of all actions required by Environmental Law to address such materials.

Section 6.13 ERISA. (a) Solely to the extent a Material Adverse Effect could reasonably be expected, individually or in the aggregate, to result therefrom, as soon as possible and, in any event, within ten (10) days after any Loan Party or any Restricted Subsidiary knows or has reason to know of the occurrence of an ERISA Event, the Loan Party or Restricted Subsidiary will deliver to the Administrative Agent a certificate setting forth the full details as to such occurrence and the action, if any, that such Loan Party or Restricted Subsidiary is required or proposes to take. The Borrower shall supply to the Administrative Agent: (i) within 15 days after the Administrative Agent requests, a copy of any IRS Form 5500 (including the Schedule B) filed by any Loan Party, any Restricted Subsidiary or ERISA Affiliate with respect to a Pension Plan; and (ii) within 30 days, after the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan by any Loan Party, any Restricted Subsidiary or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the applicable Loan Party.

(b) Each Loan Party and each Restricted Subsidiary shall ensure that all Foreign Pension Plans administered by it or into which it makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a

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timely manner in all respects in compliance with all applicable laws except where the failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.

Section 6.14 Further Assurances and Post-Closing Conditions. (a) (i) No later than the date specified for such requirement set forth in Schedule 6.14 (subject to extension by the Administrative Agent in its reasonable discretion), each of the Loan Parties and each Restricted Subsidiary that is not an Excluded Subsidiary shall deliver each Collateral Document set forth therein and, if applicable, a Guarantor Joinder, each duly executed by each such Person, together with all documents and instruments required to perfect the security interest of the Administrative Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted hereunder and, if applicable, to issue the Guaranty, to the extent required pursuant to the Collateral and Guarantee Requirement (including payment of all taxes and duties) and (ii) no later than the date specified for such requirement set forth in Schedule 6.14(a)(ii) (subject to extension by the Administrative Agent in its reasonable discretion), each of the Loan Parties, as applicable, shall deliver the Collateral Documents or other documents, instruments or agreements set forth therein.

(b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Section 6.15 Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Junior Financing, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder,

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the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), plus (B) the aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.15 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5.0% of the total consolidated assets of Holdings and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a Return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s (as applicable) Investment in such Subsidiary.

Section 6.16 Ownership of Subsidiaries; Etc. Holdings will, and will cause each of its Restricted Subsidiaries to, own 100% of the Equity Interests of each of their Subsidiaries, other than (i) as permitted by Section 7.02 and (ii) directors’ qualifying shares to the extent required by applicable law).

Section 6.17 Interest Rate Protection. No later than ninety (90) days following the First Amendment Effective Date, the Borrower will enter into (and thereafter maintain) Swap Contracts mutually acceptable to the Borrower and the Administrative Agent, having a term of at least three years for an aggregate notional principal amount equal to at least 35% of the sum of the aggregate principal amount of all Term Loans then outstanding.

Section 6.18 Corporate Rating. The Borrower shall use commercially reasonable efforts to obtain, by no later than the date that is one month following the date on which the financial statements delivered (or required to have been delivered) pursuant to Section 6.01(f) and, upon obtaining a rating, Holdings shall maintain (i) a corporate credit rating from S&P and a corporate family rating from Moody’s, in each case with respect to the Borrower and (ii) a rating from S&P and Moody’s with respect to the Loans.

Section 6.19 Maintenance of Company Separateness. Holdings will, and will cause each of its Subsidiaries to, satisfy customary company formalities, including, as applicable, (i) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) the maintenance of separate company offices and records and (iii) the maintenance of separate bank accounts in its own name. Neither Holdings nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the company existence of Holdings or any of its Subsidiaries being ignored, or in the assets and liabilities of Holdings or any of its

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Subsidiaries being substantively consolidated with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.

ARTICLE VII.

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than obligations under Treasury Services Agreements and obligations under Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), then from and after the Closing Date:

Section 7.01 Liens. Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens (i) pursuant to any Loan Document or (ii) required by Law as a consequence of the consummation of the Transaction;

(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;

(c) Liens for taxes, assessments or governmental charges that are not overdue for a period more than any applicable grace period related thereto or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;

(d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business and (x) which do not in the aggregate materially detract from the value of the Borrower’s or such Restricted Subsidiary’s property or assets taken as a whole or materially impair the operation of the business of the Borrower or such Restricted Subsidiary taken as a whole or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

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(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) part-time worker arrangements in accordance with the German Old-Age Employees Part Time Act (Altersteilzeitgesetz) or pursuant to section 7d of book IV of the German Social Act (Sozialgesetzbuch) and (iii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any of its Restricted Subsidiaries;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(g) (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions, matters which would be disclosed by an accurate survey or inspection of any Real Property and other similar encumbrances and minor title defects affecting Real Property that do not in the aggregate materially interfere with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties or (ii) easements, rights-of-way, restrictions (including zoning restrictions) or encroachments that are reserved for the benefit of the Seller on any leased Real Property;

(h) Liens which may not be prohibited pursuant to section 1136 of the German Civil Code (Bürgerliches Gesetzbuch);

(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings or any Restricted Subsidiary, taken as a whole or (ii) secure any Indebtedness;

(k) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts and (iii) in favor of a banking

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or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including any netting, the right of set-off and any liens arising under the general business conditions of a credit institution with which Holdings or any of its Restricted Subsidiaries maintains a banking relationship in Germany or The Netherlands) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 (i) or (t) or, to the extent related to any of the foregoing, to be applied against the purchase price for such Investment, or consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n) Liens attaching solely to cash earnest money deposits made pursuant to Section 7.02(r);

(o) Liens deemed to exist in connection with Investments in Cash Equivalents of the type described in clause (e) of the definition thereof under Section 7.02;

(p) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(q) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, or (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries;

(r) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;

(s) Liens (i) in favor of Holdings or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(b) and (ii) in favor of the Borrower or any Subsidiary Guarantor;

(t) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

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(v) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(w) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Subsidiary permitted under Section 7.03;

(x) Liens (x) existing on property at the time of the acquisition thereof or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the Closing Date (including Capital Leases as provided for in the last paragraph of Section 7.03) (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and (y) Liens placed upon property or assets of any Restricted Subsidiary or its Restricted Subsidiaries acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition; provided that (i) in the case of clause (x), such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) in the case of clause (x), such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) in the case of clauses (x) and (y), (a) the obligations secured thereby do not exceed $50,000,000 at any time outstanding and (b) the Indebtedness secured thereby is permitted under Section 7.03(g);

(y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole;

(z) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;

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(aa) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(bb) (i) a security interest under Section 17(1)(b) of the Personal Property Securities Act 1999 (New Zealand) that does not secure payment or performance of an obligation or (ii) a security interest under Section 12(3) of the Personal Property Security Act 2009 (Cth) (Australia) that does not secure the payment or performance of an obligation;

(cc) Liens on Securitization Assets purported to be sold or otherwise transferred in connection with a Permitted Securitization or Liens over bank accounts of any Loan Party or any Restricted Subsidiary, so long as such bank accounts do not receive or hold funds of a Loan Party or any Restricted Subsidiary, in each case which may be required as part of a Permitted Securitization;

(dd) (i) Liens created under any Permitted Refinancing Notes Documents on Collateral securing Permitted Refinancing Notes that constitute First Lien Obligations permitted to be incurred under Section 7.03(t); provided that holders of such Indebtedness (or the First Lien Notes Representative) and the Collateral Agent shall have executed and delivered a First Lien Intercreditor Agreement and (ii) Liens created under any Permitted Refinancing Notes Documents on Collateral securing Permitted Refinancing Notes that constitute Second Lien Obligations permitted to be incurred under Section 7.03(t); provided that holders of such Indebtedness (or the Second Lien Notes Representative) and the Collateral Agent shall have executed and delivered a Second Lien Intercreditor Agreement;

(ee) The modification, replacement, renewal or extension of any Lien permitted by clauses (v) and (x) of this Section 7.01; provided that (i) the Lien does not extend to any additional property, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) their renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness); and

(ff) other Liens with respect to property or assets of the Borrower or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed $40,000,000.

Notwithstanding the foregoing, (i) no consensual Liens shall exist on Equity Interests that constitute Collateral other than pursuant to clause (a)(i) and (dd) above and (ii) neither Holdings nor any of its Restricted Subsidiaries shall grant a Lien on any Designated Real Property, other than any Lien deemed to exist by virtue of the respective landlord’s ownership interest in such Designated Real Property.

Section 7.02 Investments. Neither Holdings nor any Restricted Subsidiary shall directly or indirectly, make or hold any Investments, except:

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(a) Investments by Holdings or any of its Restricted Subsidiaries in cash and assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof directly from such issuing entity (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $5,000,000;

(c) Investments (i) by Holdings in the Borrower, (ii) by the Borrower or any Restricted Subsidiary in any Loan Party and (iii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

(e) Investments consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(c) or (d)), 7.05 (other than 7.05(e)) and 7.06 (other than 7.06(e)), respectively;

(f) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary, any modification, renewal or extension thereof and any reinvestment of amounts returned or distributed to the Borrower or Restricted Subsidiary that originally made such Investments; provided that the amount of any original Investment under this clause (f) is not increased except by the terms of such Investment as of the Closing Date, for such reinvestments described above or as otherwise permitted by Section 7.02;

(g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(h) Investments in Swap Contracts permitted under Section 7.03;

(i) any acquisition by the Borrower or any Restricted Subsidiary of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares or any options for Equity Interests that cannot, as a matter of law, be cancelled, redeemed or otherwise extinguished without the express agreement of the holder thereof at or prior to acquisition) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions, if immediately after giving effect thereto: (i) no Default or Event of Default shall have

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occurred and be continuing or would result therefrom (other than, except in the case of an Event of Default under Section 8.01(a), in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists); (ii) all transactions related thereto shall be consummated in accordance with applicable Laws to the extent required as a condition to the consummation of such transactions pursuant to the agreement governing such transactions; (iii) Holdings and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such acquisition or investment and any related transactions (assuming for Total Leverage Ratio purposes only that the ratios set forth in Section 7.11 were 0.25x lower than the then-applicable ratio set forth in Section 7.11); (iv) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (v) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Subsidiary (other than an Unrestricted Subsidiary) shall become Guarantors, in each case, in accordance with Section 6.11, (vi) on the date of the consummation of such Permitted Acquisition (after giving effect thereto), the sum of (a) all cash and Cash Equivalents (in each case, free and clear of any Lien other than nonconsensual Liens permitted by Section 7.01 and other Liens created under any Loan Document) included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of such date plus (b) the Total Unutilized Revolving Loan Commitment plus (c) the aggregate amount that the lenders or purchasers under all then existing Permitted Securitizations are obligated to fund shall equal or exceed $100,000,000 and (vii) the aggregate amount of such investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall be permitted under Section 7.02(t) (any such acquisition pursuant to this paragraph (i), a “Permitted Acquisition”);

(j) Investments made in connection with the Transactions;

(k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) Investments in a Securitization Subsidiary made in connection with a Permitted Securitization;

(n) advances of payroll payments to employees in the ordinary course of business;

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(o) (i) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business and (ii) Investments to the extent that payment for such Investments is made solely with Equity Interests of Holdings (any direct or indirect parent of Holdings);

(p) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(q) Guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r) Investments consisting of cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with an acquisition or other Investment permitted hereunder;

(s) Investments in the nature of pledges or deposits with respect to the leases or utilities provided to third parties in the ordinary course of business; or

(t) other Investments (including for Permitted Acquisitions pursuant to Section 7.02(i)(vii)) in an aggregate amount not to exceed (i) $100,000,000; plus, (ii) if the Total Leverage Ratio calculated on a Pro Forma Basis is less that or equal to 2.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that with respect to any Investment made pursuant to clause (ii) above, no Default has occurred and is continuing or would result therefrom; plus (iii) the portion of contributions by the Investors to the common equity capital of the Borrower received by the Borrower in cash after the Closing Date and not otherwise used pursuant to Section 7.13(a)(iv) that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Borrower setting forth in reasonable detail the amount thereof elected to be so applied; or

(u) (i) Investments in joint ventures constituting or consisting of a contribution of or other transfer or distribution of assets (other than cash) to such joint venture in an aggregate amount during the term of this Agreement not to exceed 10% of Total Assets at the time any Investment is made pursuant to this clause (u); provided that at the time of each such Investment, the Total Leverage Ratio, calculated on a Pro Forma Basis for the period most recently ended, shall be less than the Total Leverage Ratio, calculated without giving Pro Forma Effect to such Investment, for such Test Period;

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provided, further, that the amount of Investments made pursuant to this clause (u) shall be calculated net of cash received by Holdings or a Restricted Subsidiary from the respective joint venture or third party joint venture partners in consideration for such Investment; and (ii) Investments consisting of licensing of intellectual property or contributions of know-how to joint ventures, in each case on a non-exclusive basis.

Section 7.03 Indebtedness. Neither Holdings nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party under the Loan Documents or any refinancings thereof;

(b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b) and any refinancing, extension or replacement thereof;

(c) Guarantees by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee of any Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of Holdings or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note (which, in the case of Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party, be unsecured and subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent or the Required Lenders);

(e) (i) Attributable Indebtedness and other Indebtedness financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the applicable asset in an aggregate outstanding principal amount not to exceed $20,000,000 at any time, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(j) and (iii) Attributable Indebtedness arising out of Designated Rail Car Leases that are recharacterized from operating leases to capital leases;

(f) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

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(g) Indebtedness of any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition and not otherwise permitted by another clause of this Section 7.03, provided, that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing thereof or (ii) incurred to finance a Permitted Acquisition and any Permitted Refinancing thereof; provided that, (w) in the case of clauses (i) and (ii), such Indebtedness and all Indebtedness resulting from a Permitted Refinancing thereof is unsecured (except for Liens permitted by Section 7.01(x) securing Indebtedness (together with Permitted Refinancings thereof) in an aggregate principal amount outstanding not to exceed $50,000,000) and Liens permitted by Section 7.01(ff), (x) in the case of clauses (i) and (ii), both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom (other than, except in the case of an Event of Default under Section 8.01(a), in respect of any Permitted Acquisition made pursuant to a legally binding commitment entered into at a time when no Default exists or would result therefrom), and (2) Holdings and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (y) in the case of any such incurred Indebtedness under clause (B), such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans;

(h) Indebtedness representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business or Indebtedness in relation to any part-time worker arrangements in accordance with the German Old-Age Employees Part Time Act (Altersteilzeitgesetz) or pursuant to section 7d of book IV of the German Social Act (Sozialgesetzbuch);

(i) Indebtedness consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06 so long as such promissory notes are subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent;

(j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment or any Disposition expressly permitted hereunder, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments;

(k) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(l) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

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(m) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in the form of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(n) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in the form of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(o) [reserved];

(p) Indebtedness supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;

(q) to the extent constituting Indebtedness, obligations of Holdings or any Restricted Subsidiary which is the seller or servicer (or any obligation of Holdings or any Restricted Subsidiary in respect of a seller or servicer) in a Permitted Securitization in respect of any Standard Securitization Undertakings as to such Permitted Securitization and Guarantees of the Borrower or any other Loan Party as to such Indebtedness;

(r) Indebtedness of Holdings and its Restricted Subsidiaries constituting foreign working capital facilities in an aggregate principal amount not to exceed $75,000,000 at any time outstanding;

(s) Indebtedness of Holdings and its Restricted Subsidiaries in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;

(t) Permitted Refinancing Notes of the Borrower incurred under Permitted Refinancing Notes Documents so long as (i) all such Indebtedness is incurred in accordance with the requirements of the definition of Permitted Refinancing Notes, (ii) no Default then exists or would result therefrom, (iii) the Net Proceeds therefrom shall be used to repay the Loans pursuant to Section 2.05(b)(iii), (iv) calculations are made by the Borrower demonstrating Pro Forma Compliance with the covenants set forth in Section 7.11 and (v) the Borrower shall have furnished to the Administrative Agent a certificate from a Responsible Officer certifying as to compliance with the requirements of preceding clauses (i), (ii), (iii) and (iv) and containing the calculations required by preceding clause (iv) for issuance of all such Indebtedness;

(u) (i) any joint and several liability arising as a result of (the establishment of) a fiscal unity (fiscale eenheid) between Restricted Subsidiaries incorporated in The Netherlands; and (ii) a guarantee granted pursuant to a declaration of joint and several liability use for the purpose of Section 2:403 of the Dutch Civil Code (and any residual

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liability under such declaration arising pursuant to Section 2:404(2) of the Dutch Civil Code) in respect of Restricted Subsidiaries; and

(v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above.

Notwithstanding anything to the contrary in the foregoing, Capitalized Leases of Restricted Subsidiaries assumed and not created in connection with or in contemplation of any Permitted Acquisition otherwise permitted hereunder shall be permitted under and deemed to be incurred under Section 7.03(e); provided, however, that the amount of such Capitalized Leases assumed shall reduce availability under the basket under Section 7.03(e) and, to the extent availability under Section 7.03(e) has been reduced to zero, the amount of such Capitalized Leases shall reduce availability under the baskets in Sections 7.03(g) and/or (s) by a corresponding amount (it being understood that if such amount of assumed Capitalized Leases is greater than availability under the baskets in Sections 7.03(e), (g) or (s), the availability under such baskets shall be reduced to a negative amount equal to the amount of such excess; provided that no Default or Event of Default shall arise solely as a result of the incurrence of any such assumed Capitalized Lease resulting in the reduction of such baskets to a negative amount).

Section 7.04 Fundamental Changes. Neither Holdings nor any of the Restricted Subsidiaries shall merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transaction), except that:

(a) any Restricted Subsidiary of the Borrower may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries of the Borrower; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interest of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an

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Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;

(d) so long as no Event of Default exists or would result therefrom (in the case of a merger or amalgamation involving a Loan Party), any Restricted Subsidiary may merge or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;

(e) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (B) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to each applicable Collateral Document confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (D) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent and (F) the Administrative Agent shall have determined that such merger is not adverse to the interests of the Lenders in any respect; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;

(f) so long as no Default exists or would result therefrom, Holdings may merge with any Person that is a holding company; provided that (i) Holdings shall be the continuing or surviving company or (ii) if the Person formed by or surviving such merger or consolidation is not Holdings, (A) such Person shall expressly assume all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent, (B) Holdings shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any such Collateral Document comply with this Agreement and an opinion

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of counsel in form and substance reasonably satisfactory to the Administrative Agent and (C) the Administrative Agent shall have determined that such merger is not adverse to the interests of the Lenders in any respect; provided, further, that if the foregoing are satisfied, the successor of such merger, will succeed to, and be substituted for, Holdings under this Agreement;

(g) Holdings and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and

(h) so long as no Event of Default exists or would result therefrom, a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05 Dispositions. Neither Holdings nor any of the Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition (other than as part of or in connection with the Transaction), except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries;

(b) Dispositions of inventory, goods held for sale in the ordinary course of business and immaterial assets (including allowing any issuances, registrations or any applications for registration of any intellectual property to lapse or become abandoned in the ordinary course of business) in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to Holdings or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02 (other than Section 7.02(e)), 7.04 (other than Section 7.04(f)) and 7.06;

(f) Dispositions of cash and Cash Equivalents;

(g) leases, subleases, licenses or sublicenses (including the provision of software or the licensing of other intellectual property rights) and termination thereof, in

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each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries taken as a whole;

(h) transfers of property subject to Casualty Events;

(i) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business;

(j) Dispositions of property pursuant to sale-leaseback transactions; provided that the fair market value of all property so Disposed of after the Closing Date shall not exceed $20,000,000;

(k) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(l) so long as Holdings or a Restricted Subsidiary receives at least Fair Market Value therefor (taking into account any Securitization Seller’s Retained Interest), any sale of Securitization Assets in connection with a Permitted Securitization;

(m) Dispositions which may not be prohibited pursuant to section 1136 of the German Civil Code;

(n) Dispositions of property not otherwise permitted under this Section 7.05 in an aggregate amount during the term of this Agreement not to exceed 10% of Total Assets at the time any Disposition is made pursuant to this clause (n); provided that (i) at the time of such Disposition no Default shall exist or would result from such Disposition (other than, except in the case of an Event of Default under Section 8.01(a), any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), (ii) with respect to any Disposition pursuant to this clause (n) for a purchase price in excess of $5,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens; provided, however, that for the purposes of this clause (n)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, and (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, (iii) each such sale is an arm’s-length transaction and the Borrower or the respective Restricted Subsidiary receives at least fair market value and (iv) the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.05(b)(ii);

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(o) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of Holdings and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower;

(p) (i) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements and (ii) Dispositions consisting of Investments in joint ventures pursuant to Section 7.02(u); provided that the Net Proceeds therefrom are applied or reinvested as (and to the extent) required by Section 2.05(b)(iii);

(q) Holdings and the Restricted Subsidiaries may enter into any agreement to make any Disposition so long as consummation of the Disposition contemplated by such agreement is contingent upon either (i) the Required Lenders consenting to such transactions or (ii) the repayment in full of the Obligations (other than (i) obligations arising under Secured Hedge Agreements or Treasury Services Agreements and (ii) indemnities and other contingent liabilities that survive repayment of the Loans);

(r) the unwinding of any Swap Contracts pursuant to its terms;

(s) the dissolution or liquidation of any Subsidiary with no assets; and

(t) sales of non-core assets acquired in connection with Permitted Acquisitions or other Investments; provided that (i) the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired entity or business and (ii) the Net Proceeds therefrom are applied or reinvested as (and to the extent) required by Section 2.05(b)(iii).

provided that any Disposition of any property pursuant to Section 7.05(j) or (n) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 7.06 Restricted Payments. Neither Holdings shall, nor shall Holdings permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower, and other Restricted Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

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(b) Holdings and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c) Restricted Payments made to consummate the Transactions in order to satisfy indemnity and other similar obligations under the Acquisition Agreement (and the Separation Agreement and Tax Escrow Agreement referred to therein);

(d) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary of the Borrower deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(e) Holdings and each Restricted Subsidiary may (or may make Restricted Payments to allow any other direct or indirect parent thereof to pay Holdings to) repurchase, retire, acquire or retire for value of Equity Interests of (or any other such direct or indirect parent thereof) Holdings held by any future, present or former employee, officer, director or consultant of Holdings or such Restricted Subsidiary (or any other direct or indirect parent of such Restricted Subsidiary) upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of Holdings or such Restricted Subsidiary (or any other direct or indirect parent thereof); provided that the aggregate amount of all Restricted Payments made pursuant to this clause (d) in any fiscal year of Holdings shall not exceed $10,000,000; provided, further, that unused amounts in any fiscal year of Holdings may be used in the next two succeeding years;

(f) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than 7.02(e)), 7.04 or 7.08 (other than Section 7.08(d));

(g) the Borrower or any of its Restricted Subsidiaries may make Restricted Payments to Holdings or any direct or indirect parent of Holdings, an Affiliate (other than any Unrestricted Subsidiary) which is the common parent of a consolidated, combined or unitary group for tax purposes that includes Borrower or any of its Restricted Subsidiaries, as applicable;

(i) to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Restricted Subsidiaries so long as allocable to such entity in accordance with GAAP, Transaction Expenses and any indemnification claims made by directors or officers of such parent attributable to the ownership or operations of Holdings and its Restricted Subsidiaries;

(ii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

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(iii) for any taxable period in which the Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of Holdings is the common parent (a “Tax Group”), to pay federal, foreign, state and local income taxes of such Tax Group that are attributable to the taxable income of the Borrower and/or its Subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and the Subsidiaries would have been required to pay in respect of federal, foreign, state and local income taxes in the aggregate if such entities were corporations paying taxes separately from any Tax Group at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year (it being understood and agreed that if the Borrower or Subsidiary pays any such federal, foreign, state or local income taxes directly to such taxing authority, that a Restricted Payment in duplication of such amount shall not be permitted to be made pursuant to this clause (iii); provided, further, that the permitted payment pursuant to this clause (iii) with respect to any taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar taxes;

(iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such Section; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11;

(v) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any director or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries;

(vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Holdings (or any direct or indirect parent thereof) that is directly attributable to the operations of the Borrower and its Restricted Subsidiaries; and

(h) payments made or expected to be made by Holdings, the Borrower or any of the Restricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; and

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(i) (A) after a Qualified IPO, (i) any Restricted Payment by the Borrower or any other direct or indirect parent of the Borrower to pay listing fees and other costs and expenses attributable to being a publicly traded company and (ii) Restricted Payments of up to 6% per annum of the net proceeds received by (or contributed to) Holdings and its Restricted Subsidiaries from such Qualified IPO; and (B) other Restricted Payments (i) in an aggregate amount not to exceed $50,000,000; plus (ii) if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 2.00 to 1.00, in an additional amount not to exceed the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this paragraph, such election to be specified a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that with respect to any Restricted Payment made pursuant to clause (ii) above, no Default has occurred and is continuing or would result therefrom; and

(j) on or about the First Amendment Effective Date, the Borrower may declare and make a dividend payment to Holdings with a subsequent distribution of such payment by Holdings, directly or indirectly, to the Sponsor or at the direction of the Sponsor in an amount equal to $552,000,000; provided that the proceeds of such dividend shall be applied in accordance with the second sentence of Section 7.18.

Section 7.07 Change in Nature of Business. Holdings shall not, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing Date or any business reasonably related, complementary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary technologies) or reasonable extensions thereof.

Section 7.08 Transactions with Affiliates. Neither Holdings shall, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of Holdings, whether or not in the ordinary course of business, other than:

(a) transactions among Holdings and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction that are not otherwise prohibited under this Agreement;

(b) on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

(c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions;

(d) any payments required to be made pursuant to the Acquisition Agreement;

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(e) Investments permitted under Section 7.02 and Restricted Payments permitted under Section 7.06;

(f) loans and other transactions by Holdings and its Restricted Subsidiaries to the extent permitted under this Article VII;

(g) employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings and its Restricted Subsidiaries in the ordinary course of business;

(i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 (to the extent not otherwise permitted by this Agreement) or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any materially respect;

(j) the issuance of Equity Interests to any officer, director, employee or consultant of the Borrower or any of its Restricted Subsidiaries in connection with the Transactions;

(k) the payment of management, monitoring, consulting, transaction and advisory fees (but for avoidance of doubt, excluding termination fees) pursuant to the Investor Management Agreement and related indemnities and reasonable expenses;

(l) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Investor or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof;

(m) transactions related to Permitted Securitizations;

(n) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) not otherwise provided for in the Investor Management Agreement, which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Borrower, in good faith;

(o) any transaction with Holdings, a Restricted Subsidiary or joint venture partners, in each case in compliance with the terms of this Agreement that are on terms at least as favorable as might reasonably have been obtained at such time in an arm’s length transaction from an unaffiliated party in the reasonable determination of the board of directors of the Borrower; and

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(p) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Section 7.09 Burdensome Agreements. Holdings shall not, nor shall Holdings permit any of its Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of Holdings to make Restricted Payments to Holdings or any of its Restricted Subsidiaries or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which:

(a) (x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent limitations permitted by preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (taken as a whole) materially less favorable to the Lenders;

(b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of Holdings, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings; provided that this clause (b) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14;

(c) represent Indebtedness of a Restricted Subsidiary of Holdings which is not a Loan Party which is permitted by Section 7.03;

(d) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition;

(e) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture;

(f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness;

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(g) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;

(h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g) or (r) (to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;

(i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiaries;

(j) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business;

(k) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;

(l) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to such cash or deposit;

(m) comprise restrictions imposed by any agreement evidencing any (i) Indebtedness permitted pursuant to Section 7.03(s) to the extent that such restrictions (taken as a whole) are no more onerous to Holdings and its Restricted Subsidiaries than those contained in this Agreement and the other Loan Documents and (ii) Permitted Refinancing Notes to the extent that such restrictions (taken as a whole) are on customary and market terms for similar notes offerings and in any event are no more onerous to Holdings and its Restricted Subsidiaries than those restrictions contained in this Agreement and the other Loan Documents; and

(n) any amendments, modifications, restatements or renewals of the agreements, contracts or instruments referred to in clause (a) through (m) above, provided that such amendments, modifications, restatements or renewals, taken as a whole, are not materially more restrictive with respect to such encumbrances or restrictions than those contained in such predecessor agreements, contracts or instruments.

Section 7.10 Capital Expenditures. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any Capital Expenditures, except that (i) during the period from the Closing Date through and including December 31, 2010, the Borrower and its Restricted Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed $45,000,000, and (ii) during any fiscal year of Holdings set forth below (taken as one accounting period), the Borrower and its Restricted Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any fiscal year of Holdings set forth below the amount set forth opposite such fiscal year below:

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Fiscal Year Ending	Amount
December 31, 2011	$	115,000,000
December 31, 2012	$	125,000,000
December 31, 2013 and thereafter	$	150,000,000

(b) In addition to the Capital Expenditures permitted pursuant to the preceding clause (a) of this Section 7.10, (i) in the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to clause (a) above in any fiscal year of Holdings (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Restricted Subsidiaries during such fiscal year, such unused excess amount (the “Rollover Amount”) may be carried forward and utilized to make Capital Expenditures in the immediately succeeding fiscal year of Holdings, provided that no amounts once carried forward pursuant to this Section 7.10(b) may be carried forward to any fiscal year of Holdings thereafter, and provided, further, that Capital Expenditures made during any fiscal year of Holdings shall be first deemed made in respect of the scheduled amount permitted for such fiscal year and then deemed made in respect of the Rollover Amount and (ii) for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 7.10(b) (including as a result of the application of clause (i) of this clause (b)) may be increased by an amount not to exceed 25% of the scheduled amount permitted for the next succeeding fiscal year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that are permitted to be made in the immediately succeeding fiscal year.

(c) Notwithstanding the foregoing, following the closing of any Permitted Acquisition or any other Investment consisting of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets of a Person permitted hereunder, the amounts set forth in clause (a) of this Section 7.10 shall be automatically increased by an amount equal to the lesser of (i) the average historical Capital Expenditures made with respect to the respective acquired business for the last three fiscal years applicable to such acquired business (or such shorter period of such acquired business that existed) ending prior to such Permitted Acquisition or other Investment and (ii) 5.0% of the revenues applicable to such acquired business for the twelve month period most recently ended for which financial statements are available.

(d) In addition to the Capital Expenditures permitted pursuant to the preceding clauses (a), (b) and (c) of this Section 7.10, the Borrower and its Restricted Subsidiaries may make additional Capital Expenditures at any time in an amount not to exceed the portion, if any, of the Cumulative Credit on the date of such Capital Expenditure that the Borrower elects to apply to this Section 7.10(d), such election to be specified a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.

Section 7.11 Financial Covenants.

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(a) Total Leverage Ratio. Holdings shall not permit the Total Leverage Ratio on the last day of any fiscal quarter set forth below to be greater than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter Ending	Maximum Total Leverage Ratio
June 30, 2010	4.00:1.00
September 30, 2010	4.00:1.00
December 31, 2010	3.90:1.00
March 31, 2011	4.50:1.00
June 30, 2011	4.50:1.00
September 30, 2011	4.50:1.00
December 31, 2011	4.50:1.00
March 31, 2012	4.25:1.00
June 30, 2012	4.25:1.00
September 30, 2012	4.25:1.00
December 31, 2012	4.25:1.00
March 31, 2013	4.00:1.00
June 30, 2013	4.00:1.00
September 30, 2013	4.00:1.00
December 31, 2013	4.00:1.00
March 31, 2014	3.75:1.00
June 30, 2014	3.75:1.00
September 30, 2014	3.75:1.00
December 31, 2014	3.75:1.00
March 31, 2015 and thereafter	3.50:1.00

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(b) Interest Coverage Ratio. Holdings shall not permit the Interest Coverage Ratio calculated as of the date of determination set forth below for the Test Period applicable to such date of determination to be less than the ratio set forth below opposite such date of determination:

Date of Determination	Minimum Interest Coverage Ratio
June 30, 2010	2.25:1.00
September 30, 2010	2.25:1.00
December 31, 2010	2.25:1.00
March 31, 2011	2.25:1.00
June 30, 2011	2.25:1.00
September 30, 2011	2.50:1.00
December 31, 2011	2.50:1.00
March 31, 2012	2.50:1.00
June 30, 2012	2.50:1.00
September 30, 2012	2.50:1.00
December 31, 2012 and thereafter	2.75:1.00

Section 7.12 Accounting Changes. Holdings shall not make any change in its fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.13 Prepayments, Etc. of Indebtedness. (a) Holdings shall not, nor shall Holdings permit any of its Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest and AHYDO Payments shall be permitted) any subordinated Indebtedness incurred under Section 7.03(g), (s) or (t) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior

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Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions contained in the Intercompany Note, (iv) the prepayment of Junior Financing from, direct or indirect, contributions by the Investors to the common equity capital of the Borrower received by the Borrower in cash after the Closing Date, (v) prepayments or purchases of Junior Financings with Declined Proceeds to the extent such prepayments or purchases are required pursuant to the Junior Financing Documentation evidencing such Junior Financing and (vi) so long as the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 2.00 to 1.00 after giving effect thereto, repayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the Cumulative Credit on such date that the Borrower elects to apply pursuant to this clause (vi), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.

(b) Holdings shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation (other than intercompany indebtedness) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that nothing in this Section 7.13(b) shall prohibit Holdings and its Restricted Subsidiaries from refinancing, replacing or renewing any such Junior Financing to the extent otherwise permitted by Section 7.13(a).

Section 7.14 Permitted Activities. With respect to Holdings, engage in any material operating or business activities; provided, that the following shall be permitted in any event: (i) its ownership of the Equity Interests of Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness, (iv) any public offering of its Equity Interests or any other issuance or sale of its Equity Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower and its Restricted Subsidiaries and providing a performance guaranty in connection with a Permitted Securitization, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operate any property), (viii) providing indemnification to officers and directors and (ix) any activities incidental to the foregoing. Notwithstanding anything herein to the contrary, Holdings shall not incur any consensual Liens on Equity Interests of the Borrower other than those for the

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benefit of the Obligations and Holdings shall not own any Equity Interests other than those of the Borrower (unless such Equity Interests are promptly contributed to the Borrower).

Section 7.15 Modifications of Acquisition Documents, Permitted Refinancing Notes, Certificate of Incorporation, By-Laws and Certain Other Agreements Etc.

Holdings will not, and will not permit any of its Restricted Subsidiaries or, with regard to any German or Belgian Subsidiary, such German or Belgian Subsidiary’s shareholders, to:

(a) amend, modify, change or waive any term or provision of the Acquisition Agreement unless, in the case of any amendment, modification or change to the Acquisition Agreement, such amendment, modification, change or waiver is approved in advance by the Administrative Agent and same could not reasonably be expected to be adverse to the interests of the Lenders in any material respect;

(b) amend, modify or change its certificate or articles of incorporation (including, without limitation, by the filing or modification of any certificate or articles of designation), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents), as applicable, or any agreement entered into by it with respect to its Equity Interests (including any shareholders’ agreement), or enter into any new agreement with respect to its Equity Interests, unless such amendment, modification, change or other action contemplated by this clause (ii) could not reasonably be expected to be adverse to the interests of the Lenders in any material respect;

(c) amend, modify or change any provision of (x) any Investor Management Agreement unless such amendment, modification or change could not reasonably be expected to be adverse to the interests of the Lenders in any material respect (although no amendment, modification or change may be made to any monetary term thereof if the result is to increase amounts payable by Holdings and the Restricted Subsidiaries while this Agreement is in effect) or (y) any tax sharing agreement to which Holdings or any of its Restricted Subsidiaries is a party or enter into any new tax sharing agreement, tax allocation agreement or similar agreement without the prior written consent of the Administrative Agent;

(d) designate any Indebtedness (or related interest obligations) as “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) (as defined in the Junior Financing Documentation) except for the Obligations; and

(e) amend or modify, or permit the amendment or modification of any provision of, any Permitted Refinancing Notes Document (after the entering into thereof) other than any amendment or modification that is not adverse to the interests of the Lenders in any material respect.

Section 7.16 Limitation on Creation of Subsidiaries.

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(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, establish, create or acquire after the Closing Date any Subsidiary, provided that the Borrower and each Restricted Subsidiary that is a Loan Party shall be permitted to establish, create and, to the extent permitted by this Agreement, acquire Restricted Subsidiaries, so long as, in each case, (i) at least five (5) days’ prior written notice thereof is given to the Administrative Agent (or such shorter period of time as is acceptable to the Administrative Agent in any given case), (ii) the capital stock or other Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, Section 6.11 of this Agreement and the relevant Collateral Documents and the certificates, if any, representing such stock or other Equity Interests, together with stock or other appropriate powers duly executed in blank, are delivered to the Collateral Agent, (iii) each such new wholly-owned Restricted Subsidiary executes a Guarantor Joinder to this Agreement and joinders to the applicable Collateral Documents, and (iv) each such new wholly-owned Subsidiary, to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 6.11. In addition, each new Subsidiary that is required to execute any Loan Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 4.01 as such new Subsidiary would have had to deliver if such new Subsidiary were a Loan Party on the Closing Date.

(b) In addition to the Subsidiaries of the Borrower and the Restricted Subsidiaries that are Loan Parties that are permitted to be created pursuant to the preceding clause (a) the Borrower and the Restricted Subsidiaries may establish, acquire or create, non-wholly owned Subsidiaries after the Closing Date as a result of Investments expressly permitted to be made pursuant to Section 7.02, provided that all of the capital stock or other Equity Interests of each such non-wholly owned Subsidiary shall be pledged by any Loan Party which owns same as, and to the extent, required by Section 6.11 and the relevant pledge agreement, and (ii) each such non-wholly owned Subsidiary shall take the actions specified in the preceding paragraph (a) to the same extent that such non-wholly owned Subsidiary would have been required to take if it were a Loan Party on the Closing Date.

Section 7.17 Limitation on Issuance of Equity Interests. (a) Holdings will not, and will not permit any of its Restricted Subsidiaries or, if applicable, their shareholders, to issue (i) any preferred equity other than preferred equity that are Qualified Equity Interests or (ii) any redeemable common stock or other redeemable common Equity Interests other than Qualified Equity Interests.

(b) Holdings will not permit any of its Restricted Subsidiaries or their shareholders to issue any capital stock or other Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Equity Interests, except (i) for transfers and replacements of then outstanding shares of capital stock or other Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Holdings or any of its Restricted Subsidiary in any class of the capital stock or other Equity Interests of such Restricted Subsidiary, (iii) in the case of any such Restricted Subsidiary that is a Foreign Subsidiary, to qualify directors to the extent required by applicable law and for other nominal share issuances to Persons other than Holdings and its Restricted Subsidiaries to the extent required under applicable law, (iv) for

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issuances by Restricted Subsidiaries of Holdings which are newly created or acquired in accordance with the terms of this Agreement.

Section 7.18 Use of Proceeds. The proceeds of the Term Loans made on the Closing Date, together with the Equity Contribution, shall be used solely to pay the cash consideration for the Acquisition (and related transactions), to fund up to $25,000,000 of cash on the balance sheet of the Borrower and to pay Transaction Expenses and for other purposes contemplated by, or otherwise fund, the Transactions. The proceeds of the Term Loans (other than Incremental Term Loans) incurred on the First Amendment Effective Date shall be used solely to refinance the Term Loans existing immediately prior to the First Amendment Effective Date, and the proceeds of the Incremental Term Loans made on the First Amendment Effective Date shall be used on or about the First Amendment Effective Date to (i) make a dividend or distribution payment to Holdings with a subsequent distribution of such proceeds by Holdings directly or indirectly to repay or repurchase the outstanding amount of the Seller Note in full, (ii) make a dividend or distribution payment to Holdings with a subsequent distribution of such proceeds by Holdings directly or indirectly to the Sponsor, (iii) fund up to $50,000,000 of cash on the balance sheet of the Borrower (the proceeds of which may be used by the Borrower to pay accrued interest outstanding on the Term Loans being refinanced with the Replacement Term Loans on the First Amendment Effective Date) and (iv) pay fees and expenses in connection with the transactions contemplated by this First Amendment. The proceeds of the Revolving Credit Loans and Swing Line Loans, shall be used for working capital, Capital Expenditures, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions, and other Investments; provided that no portion of the Revolving Credit Facility may be utilized to pay amounts owing to effect the Transaction or to pay any fees and expenses incurred in connection therewith; provided further that up to $35,000,000 of Revolving Credit Loans may be utilized on the Closing Date for working capital and to pay Transaction Expenses (in an amount not to exceed $5,000,000). The Letters of Credit shall be used solely to support obligations of the Borrower and its Restricted Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. No Letter of Credit shall be used to support the Indebtedness incurred or the Equity Interest issued to finance the Transaction or any Junior Financing or other Equity Interests issued by any Loan Party.

Section 7.19 Segregation of Assets or Revenues. No Italian Subsidiary that is an Immaterial Subsidiary shall segregate assets or revenues pursuant to Articles 2447-bis (Patrimoni destinati ad uno specifico affare) of the Italian Civil Code letter (a) and (b), without the prior written consent of the Administrative Agent.

Section 7.20 Dormant Subsidiary. Holdings will not permit any Dormant Subsidiary to commence trading or cease to satisfy the criteria for a Dormant Subsidiary unless such Dormant Subsidiary becomes an Additional Guarantor in accordance with Section 6.11 if at such time such Dormant Subsidiary is a Restricted Subsidiary.

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ARTICLE VIII.

Events Of Default and Remedies

Section 8.01 Events of Default. Any of the following from and after the Closing Date shall constitute an event of default (an “Event of Default”):

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. Holdings fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01(d), 6.03(a) or 6.05(a) (solely with respect to Holdings or the Borrower) or Article VII; provided that the covenants in Section 7.11 are subject to cure pursuant to Section 8.05; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings, the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that such failure is unremedied and is

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not waived by the holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, receiver-manager, trustee, statutory manager, custodian, monitor, conservator, liquidator, rehabilitator, controller, administrator, judicial manager, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, statutory manager, custodian, monitor, conservator, liquidator, rehabilitator, administrator, judicial manager, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or, in relation to any Luxembourg Loan Party or any Restricted Subsidiary organized under the laws of Luxembourg, a Luxembourg Insolvency Event has occurred; or in relation to any Loan Party or Restricted Subsidiary organized under the laws of Federal Republic of Germany, a German Insolvency Event has occurred; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by (i) independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage or (ii) other third party indemnities from financially sound investment grade indemnifying parties (or other parties reasonably acceptable to the Administrative Agent)) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or

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obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(j) Change of Control. There occurs any Change of Control; or

(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 6.11 or 6.14 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (i) except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements, PPSA financing change statements or other equivalent filings and (ii) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(l) ERISA. (i) An ERISA Event occurs which, individually or together with all other ERISA Events, has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) a Loan Party, Restricted Subsidiary or ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan, which failure individually or in the aggregate, has resulted in or could reasonably be expected to result in, a Material Adverse Effect or (iii) any Loan Party or any Restricted Subsidiary has incurred or is likely to incur liabilities pursuant to one or more Foreign Pension Plans which, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect; or

(m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

Section 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

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(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03 Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary (an “Immaterial Subsidiary”) affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Borrower, have assets with a fair market value in excess of 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

Section 8.04 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney

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Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Secured Hedge Agreements and Treasury Services Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Secured Hedge Agreements and Treasury Services Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower as applicable.

Section 8.05 Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default under the covenants set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Investors may make a Specified Equity Contribution to Holdings directly or indirectly, and Holdings shall apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter and all applicable subsequent financial periods that include such quarter; provided that (i) such net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later

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than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) each of the conditions in Section 8.05(b) are satisfied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than three Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro Forma Compliance with Section 7.11 for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution was made.

ARTICLE IX.

Administrative Agent and Other Agents

Section 9.01 Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this

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Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) Notwithstanding the provisions of Section 9.15, each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust or as agent for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

(d) For the purposes of German Security (as defined below) in addition to the provision set out above, the specific provisions set out in paragraphs (e) to (i) of this Section 9.01 shall be applicable. In the case of any inconsistency, the provisions set out in paragraphs (e) to (i) of this Section 9.01 shall prevail.

(e) With respect to German Security (where “German Security” means any security interest created under the Collateral Documents which are governed by German law), the Collateral Agent shall in case of German Security constituted by non–accessory (nicht akzessorische) security interests, hold, administer and, as the case may be, enforce or release such German Security in its own name, but for the account of the Secured Parties.

(f) In the case of German Security constituted by accessory (akzessorische) security interests created by way of pledge or other accessory instruments, hold (with regard to its own rights under Section 9.15), administer and, as the case may be, enforce or release such German Security in the name of and for and on behalf of the Secured Parties and in its own name on the basis of the abstract acknowledgement of indebtedness pursuant to Section 9.15.

(g) For the purposes of performing its rights and obligations as Collateral Agent under any accessory (akzessorische) German Security, each Secured Party hereby authorises the Collateral Agent to act as its agent (Stellvertreter), and releases the Collateral Agent from the restrictions imposed by Section 181 German Civil Code (Bürgerliches Gesetzbuch). At the request of the Collateral Agent, each Secured Party shall provide the Collateral Agent with a separate written power of attorney (Spezialvollmacht) for the purposes of executing any relevant agreements and documents on their behalf. Each Secured Party hereby ratifies and approves all acts previously done by the Collateral Agent on such Secured Party’s behalf.

(h) The Collateral Agent accepts its appointment as administrator of the German Security on the terms and subject to the conditions set out in this Agreement and the Secured Parties (other than the Collateral Agent), the Collateral Agent and all other parties to this

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Agreement agree that, in relation to the German Security, no Secured Party (other than the Collateral Agent) shall exercise any independent power to enforce any German Security or take any other action in relation to the enforcement of the German Security, or make or receive any declarations in relation thereto.

(i) Each Secured Party (other than the Collateral Agent) hereby instructs the Collateral Agent (with the right of sub-delegation) to enter into any documents evidencing German Security and to make and accept all declarations and take all actions it considers necessary or useful in connection with any German Security on behalf of such Secured Party (other than the Collateral Agent). The Collateral Agent shall further be entitled to rescind, release, amend and/or execute new and different documents securing the German Security.

(j) With respect to Italian Security (where “Italian Security” means any security interest created under the Collateral Documents which are governed by Italian law), each Secured Party (other than the Collateral Agent) hereby (i) appoints the Collateral Agent to be its “mandatario con rappresentanza” for the purpose of executing any Italian Security in the name and on behalf of the Secured Parties, with the power to determine and agree to any term and condition of such Italian Security, execute any other agreement or instrument, give or receive any notice and take any other action and exercise any right, remedy, power and discretion in relation to the creation, perfection, maintenance, enforcement and release of the security created under the Italian Security, in all cases with power to sub-delegate; (ii) undertakes to ratify and approve any such action taken in the name and on behalf of the Secured Parties by the Collateral Agent acting in such capacity in relation to the Italian Security and the other documents or instruments described under the preceding clause (i). Notwithstanding the provisions of Section 10.15 of this Agreement, the appointment contained in this Section 9.01 (j) is governed by, and will be construed in accordance with, the laws of the Republic of Italy.

(k) (i) With respect to the French Security Documents, each Secured Party (other than the Collateral Agent) as “mandant” under French law (A) hereby irrevocably appoints the Collateral Agent to act as its agent (“mandataire” under French law) under and in connection with the French Security Documents; and (B) irrevocably authorizes the Collateral Agent to execute for and on its behalf the French Security Documents and to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the French Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under the French Security Documents.

(ii) The Collateral Agent will act solely for itself (as Secured Party) and as agent for the other Secured Parties in carrying out its functions as agent under the French Security Documents.

(iii) The relationship between the Secured Parties (other than the Collateral Agent) on the one hand and the Collateral Agent on the other is that of principal (“mandant” under French law) and agent (“mandataire” under French law) only. The Collateral Agent shall not have, nor be deemed to have, assumed any obligations to, or trust or fiduciary relationship with, any party to this Agreement other than those for which specific provision is made by the

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French Security Documents and, to the extent permissible under French law, the other provisions of this Agreement, which shall be deemed to be incorporated in this Section 9.01(k), where reference is made to any French Security Documents.

(iv) The Secured Parties, the Collateral Agent and the other parties hereto which are also party to any French Security Document irrevocably acknowledge the existence and extent of the Collateral Agent’s authority resulting from this Section 9.01(k).

(l) With respect to a Swiss Security:

(i) the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) shall accept, hold, administer and, as the case may be, enforce or release:

(A) any Swiss Security of accessory (akzessorische) nature;

(B) the benefit of this paragraph; and

(C) any proceeds of such Swiss Security,

acting in its own name and as representative (direkter Stellvertreter) in the name and for account of each of the other Secured Parties;

(ii) the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) shall accept, hold, administer and, as the case may be, enforce or release:

(A) any Swiss Security of non-accessory (nicht akzessorische) nature;

(B) with respect to the Parallel Debt only, any Swiss Security of accessory (akzessorische) nature;

(C) the benefit of this paragraph and, as applicable, of the Parallel Debt; and

(D) any proceeds of such Swiss Security,

as fiduciary (treuhänderisch) in its own name or, with respect to the Parallel Debt, as creditor in its own right and not as a representative of the other Secured Parties, but for the benefit of all Secured Parties;

(iii) each present and future Secured Party (other than the Collateral Agent) hereby appoints, instructs and authorises the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time

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pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) to accept, hold, administer and, as the case may be, enforce or release the Swiss Security, the benefit of sub-paragraphs (i) and (ii) and, as applicable, of the Parallel Debt and any proceeds of such Swiss Security as set out in sub-paragraphs (i) and (ii) and in the respective Collateral Document constituting the Swiss Security, and the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) hereby accepts such appointment; and

(iv) each present and future Secured Party (other than the Collateral Agent) hereby instructs and authorises the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) in its own name and/or in the name of such Secured Party as its representative (direkter Stellvertreter), as the case may be to give effect to this paragraph, to enter into, amend, replace, rescind or terminate any Collateral Document or other document constituting the Swiss Security, to exercise any rights and perform any obligations thereunder and to make and accept all declarations and take all actions it considers necessary or useful in connection with any Swiss Security on behalf of such Secured Party (other than the Collateral Agent).

(m) With respect to a Spanish Security:

Each present and future Secured Party (other than the Collateral Agent) irrevocably appoints the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) to act as its agent under and in connection with the Spanish Security and to act as security trustee under and in connection with any Collateral Document constituting the Spanish Security and the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13) hereby accepts such appointment. Therefore it shall accept, hold, administer and, as the case may be, enforce or release any Collateral Document constituting the Spanish Security acting in its own name and as representative in the name and for account of each of the other Secured Parties.

Each present and future Secured Party irrevocably authorises the Collateral Agent (and each agent or sub-agent or attorney-in-fact appointed by the Collateral Agent from time to time pursuant to Section 9.02 and/or any successor collateral agent appointed from time to time pursuant to Section 9.09 and/or any Supplemental Agent appointed from time to time pursuant to Section 9.13):

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(a) to perform the duties and to exercise the rights, powers and discretions that are specifically given to it hereunder, together with any other incidental rights, powers and discretions;

(b) to enter into, amend, replace, rescind or terminate any Collateral Document or other document constituting the Spanish Security, to exercise any rights and perform any obligations thereunder and to make and accept all declarations and take all actions it considers necessary or useful in connection with any Spanish Security on behalf of such Secured Party (other than the Collateral Agent); and

(c) to enforce or release each Collateral Document constituting the Spanish Security.

Section 9.02 Delegation of Duties. Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).

Section 9.03 Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04 Reliance by Agents.

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(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 with respect to Credit Extensions on the Closing Date or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06 Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and

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investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07 Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata (determined as if there were no Defaulting Lenders), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final non-appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided, further, that any obligation to indemnify an L/C Issuer pursuant to this Section 9.07 shall be limited to Revolving Credit Lenders only. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share (determined as if there were no Defaulting Lenders) of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be.

Section 9.08 Agents in their Individual Capacities.

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DBNY and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with Holdings, the Borrower and their respective Affiliates as though DBNY were not the Administrative Agent, the Collateral Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, DBNY or its Affiliates may receive information regarding Holdings, the Borrower or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of Holdings, the Borrower or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall be under any obligation to provide such information to them. With respect to its Loans, DBNY and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, the Collateral Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include DBNY in its individual capacity. Any successor to DBNY as the Administrative Agent or the Collateral Agent shall also have the rights attributed to DBNY under this paragraph.

Section 9.09 Successor Agents.

(a) Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an L/C Issuer and the Swing Line Lender, in which case upon the effectiveness of such resignation in accordance with this Section 9.09 the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit, make any additional Swing Line Loans hereunder and (y) shall maintain all of its rights as an L/C Issuer and the Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it or Swing Line Loans made by it, in each case prior to the effective date of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to this Section 9.09.

(b) If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall (i) appoint from among the Lenders a successor agent for the Lenders, hereunder and under the other Loan Documents and (ii) use reasonable efforts to arrange for a Person or Persons (which may, but shall not be required to be, the new Administrative Agent) that will agree to become an L/C Issuer and/or the Swing Line Lender hereunder, in each case who shall be a Lender, a commercial bank or a trust company, in each case reasonably acceptable to the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed).

(c) If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, (i) the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders and (ii) shall use

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reasonable efforts to arrange for a Person or Persons (which may, but shall not be required to be, the new Administrative Agent) that will agree to become an L/C Issuer and/or the Swing Line Lender hereunder, in each case to the extent the Required Lenders have failed to do the same pursuant to Section 9.09(b).

(d) Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement.

(e) If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

(f) Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (i) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations under the Loan Documents.

(g) After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, as applicable and the retiring Administrative Agent and the Collateral Agent, as the case may be, shall remain indemnified to the extent provided in this Agreement and the other Loan Documents.

Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, judicial management, composition or other

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judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, monitor, curator, receiver, receiver-manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11 Collateral and Guaranty Matters. The Lenders irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent obligations not yet accrued and payable) and the expiration or termination or Cash Collateralization of all Letters of Credit, (ii) at the time the property subject to such Lien is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Person required to grant a Lien to the Administrative Agent or

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the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to grant a Lien to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (x) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (y) the transfer is between parties organized under the laws of different jurisdictions and at least one of such parties is a Foreign Subsidiary and (z) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) To release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(p) or (r) (in the case of clause (r), to the extent required by the terms of the obligations secured by such Liens);

(c) That any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Junior Financing; and

(d) to enter into the First Lien Intercreditor Agreement and/or a Second Lien Intercreditor Agreement, as the case may be, upon the incurrence of any Permitted Refinancing Notes incurred pursuant to Section 7.03(t) and permitted to be lien secured pursuant to Section 7.01(dd)(i) or (ii), as applicable; provided that the Borrower shall have provided, and the Administrative Agent and the Collateral Agent shall be entitled to rely upon, an officer’s certificate by a Responsible Officer to the effect that such Permitted Refinancing Notes are permitted to be incurred under Section 7.03(t) and permitted to be secured pursuant to Section 7.01(dd)(i) or (ii), as applicable.

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Section 9.12 Other Agents; Arrangers and Managers.

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None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “co-documentation agent,” “managing agent,” “joint bookrunner” or “joint lead arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13 Appointment of Supplemental Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

(b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may require.

(c) Should any instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent

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permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

Section 9.14 Withholding Tax Indemnity. (a) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Section 3.01 and Section 3.04 and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

Section 9.15 Parallel Debt owed to Collateral Agent.

(a) Without prejudice to the provisions of Section 9.01(k), each Loan Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party under any Loan Document as and when those amounts are due for payment under the relevant Loan Document.

(b) Each Loan Party and the Collateral Agent acknowledge that the obligations of each Loan Party under Section 9.15(a) are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Loan Party to any Secured Party under any Loan Document (its “Corresponding Debt”) nor shall the amounts for which each Loan Party is liable under Section 9.15(a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt; provided that:

(i) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(ii) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged.

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(c) The Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Collateral granted under the Loan Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

(d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.15, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Agreement.

(e) Without limiting or affecting the Collateral Agent’s rights against the Loan Parties (whether under this Section 9.15 or under any other provision of the Loan Documents), each Loan Party acknowledges that:

(i) nothing in this Section 9.15 shall impose any obligation on the Collateral Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as lender; and

(ii) for the purpose of any vote taken under any Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

Section 9.16 Appointment of Fondé de Pouvoir. Without limiting the powers of the Administrative Agent hereunder or under any of the other Loan Documents, the Loan Parties hereby acknowledge that the Administrative Agent shall, for purposes of holding any security granted by the Loan Parties on property pursuant to the laws of the Province of Quebec to secure obligations of such Loan Party under any bond or debenture (the “Quebec Secured Obligations”), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or debenture. Each Secured Party, for itself and for all present and future affiliates that are or may become a Secured Party, hereby irrevocably constitutes, to the extent necessary, the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by each Loan Party in the Province of Quebec to secure the Quebec Secured Obligations. Each assignee (for itself and for all present and future affiliates) of a Secured Party shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation. The substitution of the Administrative Agent pursuant to Section 9.09 shall also constitute the substitution of the fondé de pouvoir. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any bond or debenture. The Loan Parties hereby acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The fondé de pouvoir shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the fondé de pouvoir pursuant to any hypothec, bond,

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pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent, mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to an indemnification by the Secured Parties, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time.

ARTICLE X.

Miscellaneous

Section 10.01 Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and such Loan Party and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed (it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest); provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change any provision of this Section 10.01, the definition of “Required Lenders,” “Required Class Lenders” or “Pro Rata Share,” Section 2.12(a), 2.12(g), 2.13

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or 8.04 without the written consent of each Lender or of Section 2.06(c) without the written consent of each Lender directly affected thereby;

(e) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

(g) without the written consent of the Required Class Lenders, adversely affect the rights of a Class in respect of payments or Collateral in a manner different to the effect of such amendment, waiver or consent on any other Class; or

(h) without the written consent of each Lender affected thereby, amend the portion of the definition of “Interest Period” that reads as follows: “one, two, three or six months thereafter or, to the extent agreed by each Lender of such LIBO Rate Loan, nine or twelve months or less than one month thereafter”,

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Request for L/C Issuance relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding the foregoing, this Agreement may be

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amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable Swing Line Lender(s) and the Borrower so long as the obligations of the Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Notwithstanding anything to the contrary contained in this Section 10.01, Holdings, the Borrower and the Administrative Agent may without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent to effect the provisions of Section 2.16 or 2.17.

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement (including Schedule 6.14), amended, supplemented and waived with the consent of the Administrative Agent and/or the Collateral Agent, as the case may be, at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver (i) is of a technical nature (including curing any ambiguities, omissions, mistakes or defects) and/or is, in the judgment of the Collateral Agent, required by applicable local law on the advice of local counsel, in the interests of the Secured Parties or (in the case of any non-U.S. Collateral Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective non-U.S. Collateral Documents or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents, provided, that any section in a Collateral Document providing for a governing law and/or a jurisdiction different from Section 10.15 shall not be deemed a conflict of this Agreement.

Section 10.02 Notices and Other Communications; Facsimile Copies.

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(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Holdings, the Borrower or the Administrative Agent, the Collateral Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Administrative Agent, the Collateral Agent, an L/C Issuer or the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail to a party in (x) Asia or Australia, eight (8) Business Days after deposit in the mails, postage prepaid or (y) any other location, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent, an L/C Issuer and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of Holdings or the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice

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purportedly given by or on behalf of Holdings or the Borrower in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04 Attorney Costs and Expenses. Each of Holdings and the Borrower jointly and severally agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Joint Bookrunners for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including all Attorney Costs, which shall be limited to White & Case LLP (and one local and specialist counsel in each applicable jurisdiction for each group and, in the event of a conflict of interest, one additional counsel of each type to the affected parties)) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the Joint Bookrunners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and Lead Arrangers (and one local counsel in each applicable jurisdiction for each group and, in the event of any conflict of interest, one additional counsel of each type to the affected parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrower within one (1) Business Day of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts

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payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 10.05 Indemnification. Holdings and the Borrower shall, jointly and severally, indemnify and hold harmless each Agent-Related Person, each Joint Bookrunner, each Lender and their respective Affiliates, and directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and Lead Arrangers (and one local and specialist counsel in each applicable jurisdiction for each group and, in the event of any conflict of interest, one additional counsel of each type to the affected parties) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to any Loan Parties or any Subsidiary, (d) the payment or recovery of an amount in connection with the Loan Documents in a currency other than the currency required under the Loan Document or (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors,

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stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.06 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.07 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) or Section 10.07(m) (such an assignee, an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more commercial banks, insurance companies, finance companies,

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financial institutions, funds that invest in loans or any other institutional “accredited investor” (as defined in Regulation D of the Securities Act) (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:

(A) the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided further that no consent of the Borrower shall be required for an assignment (i) that occurs prior to the Syndication Date, (ii) a Lender, an Affiliate of a Lender or an Approved Fund or (iii) to any Assignee at any time while an Event of Default has occurred and is continuing;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;

(C) each L/C Issuer, provided that no consent of an L/C Issuer shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and

(D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent.

(ii) assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $2,500,000 (in the case of each Revolving Credit Loan), $1,000,000 (in the case of a Term Loan), unless each of the Borrower and the Administrative Agent otherwise consents, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and

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(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, an Administrative Questionnaire completed in respect of the Assignee (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 10.07(b)(ii)(B) above (if applicable) and, if required, the written consent of the Borrower, the L/C Issuers, the Swing Line Lender and the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such Assignment and Assumption and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to

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it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed.

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) The Luxembourg Loan Parties hereby expressly accept and confirm, for the purposes of Article 1278 of the Luxembourg Civil Code that, notwithstanding any assignment, amendment, novation or transfer of any kind permitted under, and made in accordance with, the provisions of this Agreement or any agreement referred to herein to which a Luxembourg Loan Party is a party (including any Security Agreement), any security interest created under such agreement shall continue in full force and effect to the benefit of each new Lender. Each other Luxembourg Loan Party hereby accepts and confirms the above.

(i) The Loan Parties organized under Belgian law hereby expressly accept and confirm, for the purposes of Article 1278 of the Belgian Civil Code, that, notwithstanding any novation permitted under this Agreement or any agreement referred to herein, any security interest created under such agreement shall continue in full force and effect to the benefit of each new Lender.

(j) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing

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from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such section), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement except in the case of Section 3.01, to the extent that the grant to the SPC was made with the prior written consent of the Borrower (not to be unreasonably withheld or delayed; for the avoidance of doubt, the Borrower shall have reasonable basis for withholding consent if an exercise by SPC immediately after the grant would result in materially increased indemnification obligation to the Borrower at such time), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(k) Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(l) Notwithstanding anything to the contrary contained herein other than the proviso in the definition of “L/C Issuer” or “Swing Line Lender”, in each case, in respect of any Extension or Extensions of Revolving Credit Commitments effected in accordance with Section 2.17, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that the relevant L/C Issuer or Swing Line Lender shall use reasonable efforts to identify, on or prior to the expiration of such 30-day period with respect to such resignation, a successor L/C

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Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, LIBO Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

(m) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Loan Document, no sale, participation or assignment shall be made to the Borrower, the Sponsor, any Sponsor Affiliate or any Affiliate or Subsidiary or any of the foregoing or to any natural person, except that any Term Loan Lender may, in accordance with applicable law, sell or assign Term Loans:

(i) to the Borrower in accordance with the provisions of Sections 2.14 or Section 2.15, or

(ii) to any Sponsor Debt Fund with the consents required pursuant to Section 10.07(b).

Each such sale shall be evidenced by assignments (in form reasonably satisfactory to the Administrative Agent) from the respective Lender to the Borrower, Sponsor Debt Fund or Sponsor Affiliate, as applicable. No such assignment will be effective until recorded by the Administrative Agent (in a manner consistent with the following sentence) on the Register pursuant to Section 10.07(d). All Loans purchased pursuant to Section 2.14 or Section 2.15 shall be immediately and automatically cancelled and retired, and the Borrower shall in no event become a Lender hereunder. To the extent of any assignment to the Borrower or any Sponsor Debt Fund as described in this clause (m), the assigning Lender shall be relieved of its obligations hereunder with respect to the assigned Term Loans.

(n) (i) Any assignment of Term Loans by a Term Loan Lender to a Sponsor Debt Fund shall be subject to the conditions that: (A) after giving effect to such sale or assignment the aggregate amount of Term Loans beneficially owned by all Sponsor Debt Funds pursuant to this clause (n) shall not exceed fifteen percent (15%) of the outstanding principal amount of the Term Loans (the “Sponsor Cap”) and each Sponsor Debt Fund agrees that the aggregate amount of all Term Loans held by all Sponsor Debt Funds shall not at any time exceed the Sponsor Cap and (B) each Sponsor Debt Fund shall indentify itself as a Sponsor Debt Fund in its Assignment and Assumption.

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(ii) If at any time a Sponsor Debt Fund ceases to maintain management and operations independent from the Sponsor or any Sponsor Affiliate which is directly or indirectly engaged in the management of the Loan Parties, then such Sponsor Debt Fund shall no longer be permitted to purchase or participate in any assignments of Loans or any related Obligations under the Loan Documents.

(iii) By acceptance of the benefits of this Section 10.07(n), each Sponsor Debt Fund, as applicable, shall be deemed to have agreed to be bound by the terms of the Credit Agreement (including, without limitation, Article IX hereof) as a Lender hereunder.

Section 10.08 Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or self regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Joint Bookrunner, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party or any Investor or their respective related parties (so long as such source is not known to the Administrative Agent, such Joint Bookrunner, such Lender, such L/C Issuer or any of their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; (j) to the extent such information is independently developed by any Agent or any Joint Bookrunner or (k) in connection with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder. In addition, the Agents, the Joint Bookrunners and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents, the Joint Bookrunners and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the

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purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of their Subsidiaries or its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

Section 10.09 Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have at Law.

Section 10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

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The parties hereto also mutually acknowledge that the rate of interest applicable to any Loan made to or guaranteed by any Italian Subsidiary under this Agreement (including the relevant component of any applicable fee and expense) determined as of the date of execution of this Agreement is believed in good faith to be in compliance with Law No. 108 of 7 March 1996 as amended (the “Italian Usury Law”). In any event, the parties hereto agree and accept that, if pursuant to a change in law or in the official interpretation of the Italian Usury Law, the rate of interest applicable to any Loan made to or guaranteed by any Italian Subsidiary and/or the default rate of interest (if due at such time by any Italian Subsidiary) at any time is deemed to exceed the maximum rate permitted by the Italian Usury Law, then the relevant interest rate or default rate applicable to such Loan, only as it relates to such Italian Subsidiary, shall be automatically reduced to the maximum admissible interest rate pursuant to such legislation, for the period during which it is not possible to apply the interest rate as originally agreed in this Agreement.

Section 10.11 Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12 Integration; Termination. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict of this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

In the event that the Closing Date shall not have occurred on or prior to the Expiration Date, then this Agreement as well as the Commitments of the Lenders hereunder shall automatically terminate at 11:59 p.m., New York City time, on the Expiration Date.

Section 10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any

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investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event 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 Agreement and in its economic effect comes as close as possible to the illegal, invalid or unenforceable provision.

Section 10.15 GOVERNING LAW.

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY COLLATERAL DOCUMENT, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN BY TELECOPIER OR ELECTRONIC MAIL) IN SECTION .02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

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WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.17 Process Agent. Each Loan Party hereby irrevocably and unconditionally appoints Bain Capital, LLC, with an office on the date hereof at 590 Madison Avenue, New York, NY 10022, and its successors hereunder (the “Process Agent”), as its agent to receive on behalf of such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against such Loan Party in the State of New York. Such service may be made by mailing or delivering a copy of such process to any Loan Party in care of the Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the applicable Loan Party, or failure of the applicable Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such. Each Loan Party hereto further covenants and agrees to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Section 10.18 Binding Effect. This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender, the Swing Line Lender and each L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance

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with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 10.19 USA Patriot Act. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Holdings and the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies Holdings and the Borrower, which information includes the name, address and tax identification number of Holdings and the Borrower and other information regarding Holdings and the Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify Holdings and the Borrower in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 10.20 No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Agents, the Arrangers and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Agents, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Agents, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Loan Party hereby waives and releases, to the fullest extent permitted by law,

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any claims that it may have against the Agents, Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations.

(b) Each Loan Party acknowledges and agrees that each Lender, Arranger and any affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, Holdings, any Investor, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger (or an agent or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Lender, Arranger, Holdings, the Borrower, any Investor or any Affiliate of the foregoing. Each Lender, the Arrangers and any affiliate thereof may accept fees and other consideration from Holdings, the Borrower, any Investor or any Affiliate thereof for services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any other Lender, Arranger, Holdings, the Borrower, any Investor or any Affiliate of the foregoing. Some or all of the Lenders and the Arrangers may have directly or indirectly acquired certain equity interests (including warrants) in Holdings, the Borrower, an Investor or an Affiliate thereof or may have directly or indirectly extended credit on a subordinated basis to Holdings, the Borrower, an Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf of its affiliates, acknowledges and waives the potential conflict of interest resulting from any such Lender, Arranger or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunder and such Lender, Arranger or Affiliate thereof directly or indirectly holding equity interests in or subordinated debt issued by Holdings, Borrower, an Investor or an Affiliate thereof.

Section 10.21 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Loan Parties in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Loan Parties in the Agreement Currency, the Loan Parties agree, jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the respective Loan Party (or to any other Person who may be entitled thereto under applicable law).

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Section 10.22 Certain Undertakings with Respect to any Securitization Subsidiary. (a) Each Agent and Lender agrees that, prior to the date that is one year and one day after payment in full of all of the obligations of the Securitization Subsidiary in connection with and under a Securitization, (i) such Agent and such Lender shall not be entitled, whether before or after the occurrence of any Event of Default, to (A) institute against, or join any other Person in instituting against, any Securitization Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof, (B) transfer and register the capital stock of any Securitization Subsidiary or any other instrument evidencing any Securitization Seller’s Retained Interest in the name of any Agent or a Secured Party or any designee or nominee thereof, (C) foreclose on any security interest in any Securitization Seller’s Retained Interest regardless of the bankruptcy or insolvency of the Borrower or any Restricted Subsidiary, (D) exercise any voting rights granted or appurtenant to such capital stock of any Securitization Subsidiary or any other instrument evidencing any Securitization Seller’s Retained Interest or (E) enforce any right that the holder of any such capital stock of any Securitization Subsidiary or any other instrument evidencing any Securitization Seller’s Retained Interest might otherwise have to liquidate, consolidate, combine, collapse or disregard the entity status of such Securitization Subsidiary, (ii) such Agent and such Lender hereby waives and releases any right to require (A) that any Securitization Subsidiary be in any manner merged, combined, collapsed or consolidated with or into the Borrower or any Restricted Subsidiary, including by way of substantive consolidation in a bankruptcy case or (B) that the status of any Securitization Subsidiary as a separate entity be in any respect disregarded and (iii) such Agent and such Lender agrees and acknowledges that the agent acting on behalf of the holders of securitization indebtedness of the Securitization Subsidiary is an express third party beneficiary with respect to Sections 10.22(a) and (b) and such agent shall have the right to enforce compliance by the Agents and the Lenders with Sections 10.22(a) and (b).

(b) Upon the transfer or purported transfer by the Borrower or any Restricted Subsidiary of Securitization Assets to a Securitization Subsidiary in a Securitization, any Liens with respect to such Securitization Assets arising under this Agreement or any Collateral Documents related to the Agreement shall automatically be released (and each of the Administrative Agent and the Collateral Agent, as applicable, is hereby authorized to execute and enter into any such releases and other documents as the Borrower may reasonably request in order to give effect thereto).

Section 10.23 Australian Personal Property Securities Act. If an Australian PPS Law applies, or will apply, or the Administrative Agent determines that a Australian PPS Law applies, or will apply, to any of the Loan Documents or any of the transactions contemplated by them and, in the opinion of the Administrative Agent, the Australian PPS Law:

(a) adversely affects or would adversely affect the Lenders’ security position or the rights or obligations of the Lenders under or in connection with the Loan Documents; or

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(b) enables or would enable the Lenders’ security position to be improved without adversely affecting the Loan Parties in a material respect,

then the Administrative Agent may give notice to the Borrower requiring any Loan Party to execute such documents, deeds and other agreements and otherwise take whatever action the Administrative Agent may require to ensure that, to the maximum possible extent, the Lenders’ security position, and rights and obligations, are not adversely affected or the adverse effect is overcome, or that the Lenders’ security position is improved. The Loan Parties must comply with the requirements of such notice.

Section 10.24 Release of Security and Assignments under Swedish Law(a). (a) Notwithstanding any other provisions of this Agreement (including but not limited to Section 9.11 and 11.09), (i) any release of any security over assets, rights or shares created by a Collateral Document governed by Swedish law (unless the proceeds of the disposal of the asset secured or charged are applied in prepayment of amounts outstanding under this Agreement) and (ii) any liquidation (or similar action) or merger of a Swedish Subsidiary (except for an upstream merger where the shares in the absorbed company have not been pledged), will in each case always be subject to the prior written consent of the Collateral Agent, such consent to be granted at the Collateral Agent’s sole discretion.

(b) Any assignment or transfer of rights and obligations of a Lender under this Agreement shall include a proportionate part of the security interest created under a Collateral Document governed by Swedish law.

ARTICLE XI.

Guarantee

Section 11.01 The Guarantee. Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Party (other than such Guarantor with respect to its primary obligations) under any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any

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of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any other provision contained in this Agreement or any other Loan Document, with respect to the Guarantors (in their capacity as such) incorporated, formed or established in Canada or any province or territory thereof (the “Canadian Guarantors”), if a court of competent jurisdiction determines that any Secured Party to whom Guaranteed Obligations are owed by a Canadian Guarantor is not a “secured creditor” (as that term is defined under the Bankruptcy and Insolvency Act (Canada)) by reason of the fact that such Guaranteed Obligations are owed by such Canadian Guarantor on a joint or joint and several basis, then the obligations of such Canadian Guarantor under this Agreement, to the extent that they are secured, shall be deemed to have been incurred as, and always intended to be, several obligations only and not joint or joint and several obligations.

Section 11.02 Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Loan Parties under this Agreement, the Notes, if any, any other Loan Document or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full in cash). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.08, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any

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Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 11.16.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement, the Notes, if any, any other Loan Document or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 11.03 Reinstatement. The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 11.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(d) shall be subordinated to

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such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

Section 11.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.

Section 11.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 11.07 Continuing Guarantee. The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08 General Limitation on Guarantee Obligations. In any action or proceeding involving any state, provincial or federal corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.23) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 11.09 Specific Limitation for Swiss Guarantors. (a) If and to the extent that (i) a Swiss Guarantor becomes, under Section 11.01 or under any other provision of any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement, liable for Guaranteed Obligations of its Affiliates (other than

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those of its direct or indirect wholly owned Subsidiaries) or otherwise obliged to grant economic benefits to its Affiliates (other than its direct or indirect wholly owned Subsidiaries), including, for the avoidance of doubt, any restrictions of such Swiss Guarantor’s rights of set-off and/or subrogation or its duties to subordinate or waive claims and (ii) complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable (the “Restricted Obligations”), the aggregate liability of such Swiss Guarantor for Restricted Obligations shall be limited to the amount of unrestricted equity capital surplus (including the unrestricted portion of general and statutory reserves, other free reserves, retained earnings and current net profits) available for distribution as dividends to the shareholders of such Swiss Guarantor at the time such Swiss Guarantor is required to perform under any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement, provided that this is a requirement under applicable Swiss law at that time and further provided that such limitation shall not discharge such Swiss Guarantor from its obligations in excess thereof, but merely postpone the performance date therefore until such times as performance is again permitted notwithstanding such limitation.

(b) In respect of Restricted Obligations, each Swiss Guarantor shall:

(i) if and to the extent required by applicable law in force at the relevant time use its best efforts to mitigate to the extent possible any Swiss Withholding Tax obligations to be levied on the Restricted Obligations (and cause its parent and other relevant Affiliates to fully cooperate in any mitigating efforts), in particular through the notification procedure, and promptly notify the Administrative Agent thereof or, if such a notification procedure is not applicable:

(A) deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time pursuant to, in particular, any applicable double taxation treaty) from any payment made by it in respect of Restricted Obligations;

(B) pay any such deduction to the Swiss Federal Tax Administration; and

(C) notify (and the Borrower shall ensure that such Swiss Guarantor will notify) the Administrative Agent that such a deduction has been made and provide the Administrative Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration; and

(ii) to the extent such a deduction is made, not be obliged to either gross-up payments and/or indemnify the Secured Parties in accordance with Section 3.01 in relation to any such payment made by it in respect of Restricted Obligations unless grossing-up and/or indemnifying is permitted under the laws of Switzerland then in force (it being understood that this shall not in any way limit any obligations of any other Loan Party under any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement to indemnify the Secured Parties in respect of the deduction of the Swiss Withholding Tax). Each Swiss Guarantor shall use its commercially reasonable

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efforts to ensure that any Person which is, as a result of a deduction of Swiss Withholding Tax, entitled to a full or partial refund of the Swiss Withholding Tax, will, as soon as possible after the deduction of the Swiss Withholding Tax, (i) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) promptly upon receipt, pay to the Administrative Agent (or to any such other Secured Party as directed by the Administrative Agent) any amount so refunded for application as a further payment of such Swiss Guarantor under and pursuant to the relevant Loan Document, Secured Hedge Agreement and/or Treasury Services Agreement.

(c) If and to the extent requested by the Administrative Agent and if and to the extent this is from time to time required under Swiss law (restricting profit distributions), in order to allow the Secured Parties to obtain a maximum benefit under this Article XI, each Swiss Guarantor shall, and any parent company of such Swiss Guarantor being a party to this Agreement shall procure that such Swiss Guarantor will, promptly implement all such measures and/or promptly procure the fulfillment of all prerequisites allowing it to promptly make the (requested) payment(s) hereunder from time to time, including the following:

(i) preparation of an up-to-date audited balance sheet of such Swiss Guarantor;

(ii) confirmation of the auditors of such Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable profits and;

(iii) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted by mandatory Swiss law);

(iv) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law);

(v) approval by a shareholders’ meeting of such Swiss Guarantor of the (resulting) profit distribution; and

(vi) all such other measures necessary or useful to allow such Swiss Guarantor to make the payments agreed hereunder with a minimum of limitations.

Section 11.10 Specific Limitation for Swedish Guarantors. Notwithstanding anything to the contrary herein, the obligations and liabilities of any Guarantor incorporated in Sweden (a “Swedish Guarantor”) under Section 11.01 shall be limited if (and only if) required by an application of the provisions of the Swedish Companies Act (Sw: Aktiebolagslagen (2005:551)) regulating prohibited loans and guarantees and distribution of assets taking into account also any other security granted and/or guarantee given by the Swedish Guarantor subject to the corresponding limitation, and it is understood that the obligations of the Swedish Guarantor for such obligations and liabilities under Section 11.01 shall apply only to the extent permitted by the above-mentioned provisions as applied together with other applicable provisions of the Swedish Companies Act.

Section 11.11 Specific Limitation for Belgian Guarantors.

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(a) The guarantee in this Article XI does not apply to any liability of any Belgian Guarantor to the extent that such liability would result in the guarantee constituting unlawful financial assistance within the meaning of the Belgian Company Code. A “Belgian Guarantor” for the purposes of this Article XI shall be any Guarantor with its main establishment (“voornaamste vestiging/ établissement principal”) in Belgium.

(b) Further, the obligations under the guarantee in this Article XI shall in all events be limited to a maximum aggregate amount equal to the greater of:

(i) an amount equal to 95 % of the greater of:

(A) the Net Assets (as defined below) of the Belgian Guarantor calculated on the basis of the last financial statements available on the date hereof;

(B) the Net Assets (as defined below) of the Belgian Guarantor calculated on the basis of the last audited financial statements or audited interim financial statements available on the date of the demand for payment by the Belgian Guarantor under the guarantee in this Article XI; and

(C) the arithmetic mean of the Net Assets (as defined below) of such Belgian Guarantor on the basis of the last five audited financial statements of such Belgian Guarantor at the date a demand for payment is made under the guarantee in this Article XI.

For the purpose of this Article XI, “Net Assets” means the aggregate amount of the assets of the Belgian Guarantor as shown in the audited financial statements referred to above:

less the aggregate amount of all financial indebtedness (schulden/dettes) referred to in Article 320 or 617 of the Belgian Company Code, owed by the Belgian Guarantor;

less the aggregate amount of the provisions (voorzieningen/provisions) referred to in Article 320 or 617 of the Belgian Company Code;

plus the aggregate amount of all financial indebtedness (schulden/dettes) referred to in Article 320 or 617 of the Belgian Company Code that are owed by the Belgian Guarantor to another member of the Group as a result of any on-lending by that member to the Belgian Guarantor of proceeds drawn under this Agreement,

and

(ii) the aggregate amount (plus any accrued interest thereon, expenses and fees) of:

(A) the amounts borrowed by the Belgian Guarantor and by any

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Subsidiary of the Belgian Guarantor under this Agreement, outstanding at any given time until the demand for payment by the Belgian Guarantor under this Agreement; and

(B) any intra-group loans or facilities made available to the Belgian Guarantor and to any Subsidiary of the Belgian Guarantor by any other member of the Group using directly or indirectly all or part of the proceeds made available pursuant to this Agreement.

Section 11.12 Specific Limitation for German Guarantors. (a) The restrictions in this Section 11.12 shall apply to any Guaranty and indemnity (the “German Guaranty”) granted by a Guarantor (a “German Guarantor”) incorporated under the laws of Germany as a limited liability company (“GmbH”) for liabilities of its direct or indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for clarification purposes any direct or indirect Subsidiary of such Guarantor).

(b) The restrictions in this Section 11.12 shall not apply to the extent the German Guarantor secures any indebtedness under any Loan Document in respect of (i) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is not repaid or (ii) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s Subsidiaries and have not been returned for as long as such amounts on-lent or otherwise (directly or indirectly) passed on as set out above have not been the subject of an adjustment in the calculation of the relevant German Guarantor’s Net Assets in accordance with Section 11.12(d) below.

(c) Restrictions on Payment.

(i) The parties to this Guaranty agree that if payment under the German Guaranty would (A) cause the amount of a German Guarantor’s net assets, as calculated pursuant to Section 11.12(d) below, to fall below the amount of its registered share capital (Stammkapital) or increase an existing shortage of its registered share capital in each case in violation of section 30 of the German Limited Liability Company Act (“GmbHG”) (such event is hereinafter referred to as a “Capital Impairment”) or (B) deprive the German Guarantor of the liquidity necessary to fulfill its financial liabilities to its creditors a (“Liquidity Impairment”), then the Secured Parties shall, subject to Section 11.12(c)(i) and (ii), demand payment under the German Guaranty from such German Guarantor only to the extent such Capital Impairment or Liquidity Impairment would not occur.

(ii) The restrictions set out in Section 11.12(c) in relation to a Liquidity Impairment shall cease to apply, if, at the time a demand for payment under the German Guaranty is made against a German Guarantor, such German Guarantor is unable to pay its debts as they fall due (zahlungsunfähig) or (ii) insolvency proceedings

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(Insolvenzverfahren) over any of such German Guarantor’s assets have been opened.

(iii) If the relevant German Guarantor does not notify the Administrative Agent in writing (the “Management Notification”) within fifteen (15) Business Days after the Administrative Agent notified such German Guarantor in writing of its intention to demand payment under the German Guaranty that a Capital Impairment or Liquidity Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment or Liquidity Impairment would occur in the form of a management balance sheet (including explanations with regard to the Liquidity Impairment) and providing prima facie evidence that a realization or other measures undertaken in accordance with the mitigation provisions set out in Section 11.12(e) would not prevent such Capital Impairment and/or Liquidity Impairment), then the restrictions set forth in clause (i) of this Section 11.12(c) shall not apply.

(iv) If the relevant German Guarantor does not provide an Auditors’ Determination (as defined in Section 11.12(f)) within thirty (30) Business Days from the date on which the Administrative Agent received the Management Notification, then the restrictions set out in clause (i) of this Section 11.12(c) shall not apply and the Administrative Agent shall not be obliged to assign or make available to the German Guarantor any net proceeds realized.

(d) Net Assets. The calculation of net assets (the “Net Assets”) shall only take into account the sum of the values of the assets of the relevant German Guarantor determined in accordance with applicable law and court decisions and, if there is no positive going concern (positive Fortführungsprognose) based on the lower of book value (Buchwert) and liquidation value (Liquidationswert) (consisting of all assets which correspond to those items listed in section 266 subsection (2) A, B and C of the German Commercial Code (“HGB”)) less the relevant German Guarantor’s liabilities (consisting of all liabilities and liability reserves which correspond to those items listed in accordance with section 266 subsection (3) B, C and D of the HGB). For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted as follows:

(i) the amount of any increase in the registered share capital of the relevant German Guarantor which was carried out after the relevant German Guarantor became a party to this Guaranty without the prior written consent of the Administrative Agent shall be deducted from the amount of the registered share capital of the relevant German Guarantor;

(ii) any funds borrowed by any Borrower under this German Guaranty which have been or are on-lent or otherwise passed on to the relevant German Guarantor or to any Subsidiary of such German Guarantor and have not yet been repaid at the time when payment under the German Guaranty is demanded, shall be disregarded for as long as no demand has been made in relation to such amounts on-lent or otherwise (directly or indirectly) passed on as set out above under the Guarantee by the relevant German Guarantor in accordance with Section 11.12(b) above; and

(iii) loans or other contractual liabilities incurred by the relevant German

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Guarantor in gross-negligent or willful breach of the Transaction Documents shall not be taken into account as liabilities.

(e) Mitigation.

(i) The relevant German Guarantor shall realize, to the extent legally permitted and commercially justifiable in a situation where it does not have sufficient Net Assets to maintain its registered share capital, all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets but only if the relevant asset is not necessary for the German Guarantor’s business (betriebsnotwendig).

(ii) The limitations on demanding payment under this German Guaranty set out in this Section 11.12(e) shall not apply if and to the extent that the relevant German Guarantor is legally permitted to dissolve hidden reserves or setting-off claims to avoid demanding payment under the German Guaranty causing a Capital Impairment of the relevant German Guarantor provided that it is commercially justifiable to take such measures.

(f) Auditors’ Determination.

(i) If the relevant German Guarantor claims that a Capital Impairment or Liquidity Impairment would occur on payment under this German Guaranty and the Administrative Agent has requested an Auditors’ Determination (as defined below), the German Guarantor shall (at its own cost and expense) arrange for the preparation of a balance sheet by a firm of recognized auditors (the “Auditors”) in order to have such Auditors determine whether (and if so, to what extent) any payment under this German Guaranty would cause a Capital Impairment or Liquidity Impairment (the “Auditors’ Determination”).

(ii) The Auditors’ Determination shall be prepared, taking into account the adjustments set out in Section 11.12(d) above, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as constantly applied by the relevant German Guarantor in the preparation of its financial statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration applicable court rulings of German courts. Subject to Section 11.12(h) below, such Auditors’ Determination shall be binding on the relevant German Guarantor, the Administrative Agent.

(iii) Even if the relevant German Guarantor arranges for the preparation of an Auditors’ Determination, the relevant German Guarantor’s obligations under the mitigation provisions set out in Section 11.12(e) above shall continue to exist.

(g) (Improvement of Financial Condition. If, after it has been provided with an Auditors’ Determination which prevented it from demanding any or only partial payment under this German Guaranty, the Administrative Agent ascertains in good faith that the financial condition of the relevant German Guarantor as set out in the Auditors’ Determination has

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substantially improved (in particular, if the relevant German Guarantor has taken any action in accordance with the mitigation provisions set out in Section 11.12(e)), the Administrative Agent may, at the relevant German Guarantor’s cost and expense, arrange for the preparation of an updated balance sheet of the relevant German Guarantor by applying the same principles (unless a change of law or court practice requires otherwise) that were used for the preparation of the Auditors’ Determination by the Auditors who prepared the Auditors’ Determination pursuant to clause (i) of Section 11.12(f) above in order for such Auditors to determine whether (and, if so, to what extent) the Capital Impairment or Liquidity Impairment has been cured as a result of the improvement of the financial condition of the relevant German Guarantor. The Administrative Agent may demand payment under this German Guaranty to the extent that the Auditors determine that the Capital Impairment or Liquidity Impairment has been cured.

(h) No Waiver. Nothing in this Section 11.12 shall limit the enforceability, legality or validity of this German Guaranty nor shall it prevent the Administrative Agent from claiming in court that the provision of this German Guaranty by and/or demanding payment under this German Guaranty against the relevant German Guarantor does not fall within the scope of section 30 of the GmbHG. The Administrative Agent’s rights to any remedies it may have against the relevant German Guarantor shall not be limited if it is ascertained by a final court decision that section 30 of the GmbHG did not apply. The agreement of the Administrative Agent to abstain from demanding any or part of the payment under this German Guaranty in accordance with the provisions above shall not constitute a waiver (Verzicht) of any right granted under this Agreement or any other Loan Document to the Administrative Agent, the Collateral Agent or any Secured Party.

(i) GmbH & Co KG. The aforementioned provisions shall apply to a limited partnership with a limited liability company as its general partner (GmbH & Co. KG) mutatis mutandis provided that any Capital Impairment and/or Liquidity Impairment shall be determined in relation to the general partner.

Section 11.13 Specific Limitation for English Guarantors. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, the obligations and liabilities of any Guarantor incorporated in England and Wales (an “English Guarantor”) under Section 11.01 shall not apply to the extent that it would result in any such obligations or liabilities constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 and, with respect to any additional Guarantor pursuant to Section 6.11, is subject to any limitations set out in the Guarantor Joinder (as such terms of such joinder agreement are reasonably agreed to by the Collateral Agent and the Administrative Agent) applicable to such additional Guarantor pursuant to Section 6.11.

Section 11.14 Specific Limitation to Italian Guarantors. The obligations of a Guarantor which is incorporated under the laws of the Republic of Italy (an “Italian Guarantor”) under this guarantee, including accessories damages and indemnities (including without limitation, claims for breach of representations and undertakings, tax gross up and indemnities and any other claim) shall not exceed, at any time, also for the purpose of section 1938 of the Italian Civil Code, the higher of: (a) 120% of the sum

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of all amounts which, from time to time, as the case may be, has been on-lent (directly or indirectly) to such Italian Guarantor or any of its subsidiaries, pursuant to section 2359 of the Italian Civil Code (each an “Italian Guarantor Subsidiary”), provided that the repayment, in whole or in part, of any such amounts by the Italian Guarantor or any Italian Guarantor Subsidiary shall not have the effect of reducing the amount under this clause (a); and (b) an amount equal to the corporate capital plus reserve of the Italian Guarantor as of the date of execution of this Agreement or, if higher, to 90% of the net worth (“Patrimonio Netto” as defined in section 2424 of the Italian Civil Code) of the Italian Guarantor resulting from time to time from its latest annual financial statements duly approved by its shareholders’ meeting resolution. The Italian Guarantor shall only guarantee and indemnify the borrowings obligations of the Borrower under the Revolving Credit Facility, it being understood that any liability of an Italian Guarantor under this guarantee shall not include and shall not extend, directly or indirectly, to any indebtedness incurred by any Loan Party in relation to the acquisition of the quotas of such Italian Guarantor or by any direct or indirect controlling entity of such Italian Guarantor.

Section 11.15 Specific Limitation to French Guarantors. (a) The obligations and liabilities of any Guarantor incorporated in France (a “French Guarantor”) under the Loan Documents and in particular under Article XI (Guarantee) shall not include any obligation or liability which if incurred would (i) constitute the provisions of financial assistance within the meaning of article L. 225-216 of the French Commercial Code or/and (ii) constitute a misuse of corporate assets within the meaning of article L. 241-3 or L. 242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts.

(b) The obligations and liabilities of any French Guarantor under any Loan Document for the Guaranteed Obligations of any guaranteed party which is not a Subsidiary of such French Guarantor shall be limited, at any time, to an amount equal to the aggregate of all amounts borrowed (directly or indirectly) under the Revolving Credit Loans by such guaranteed party to the extent directly or indirectly on-lent to such French Guarantor under intercompany loan arrangements and outstanding at the date a payment is to be made by such French Guarantor under the relevant Loan Document.

(c) The obligations and liabilities of each French Guarantor under any Loan Document for the Guaranteed Obligations of any guaranteed party which is its Subsidiary shall not be limited and shall therefore cover all amounts due by such guaranteed party as Borrower and as Guarantor.

(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, it is acknowledged that such French Guarantor is not acting jointly and severally with the other Borrowers and Guarantors and shall not be considered as “co-débiteur solidaire” as to its obligations pursuant to the guarantee or any obligation under any Loan Document.

Section 11.16 Specific Limitation for Spanish Guarantors.

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Notwithstanding anything to the contrary in this Agreement, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement, (i) the guarantee in this Article XI granted by any Guarantor incorporated in the Kingdom of Spain (a “Spanish Guarantor”) shall not apply to any liability to the extent that such liability would result in the guarantee constituting unlawful financial assistance pursuant to article 40.5 of Spanish Law 2/1995, of March 23, on private limited liability companies (Ley de Sociedades de Responsabilidad Limitada) (the “Spanish Private Limited Liability Company Law”) or article 81 of Royal Legislative Decree 1564/1989, of December 22, approving the consolidated text of the public limited companies law (Real Decreto-Legislativo 1564/1989, de 22 diciembre, por el que se aprueba el Texto Refundido de la Ley de Sociedades Anónimas), as applicable; (ii) no Spanish Guarantor that is a private limited liability company (sociedad de responsabilidad limitada) shall, or shall be required to, guarantee or secure the issuance of any debt or other tradable securities to the extent prohibited by Article 9 of the Spanish Private Limited Liability Company Law and (iii) no Spanish Guarantor shall, or shall be required to, grant a second lien or second-priority security interest in any Collateral to the extent not permitted by applicable law.

Section 11.17 Specific Limitation for Hong Kong Guarantors. The obligations under this Agreement (including but not limited to, any representation or covenant) of any Guarantor which is incorporated under Hong Kong law shall not include any obligation which if incurred or made would constitute the provision of unlawful financial assistance including within the meaning of Section 47A of the Companies Ordinance (Cap. 32) of Hong Kong until and unless any requirements of the Companies Ordinance (Cap. 32) of Hong Kong have been complied with in relation to the provision of financial assistance constituted by this Agreement with respect to such Guarantor’s shareholder.

Section 11.18 Specific Limitation for and in respect of Singapore Guarantors. The obligations under this Agreement (including but not limited to, any representation or covenant) of any Guarantor which is incorporated in Singapore shall not include any obligation which if incurred or made would constitute the provision of financial assistance including within the meaning of Section 76 of the Companies Act (Cap. 50) of Singapore until and unless the requirements of the Companies Act (Cap. 50) of Singapore have been complied with in relation to the provision by such Guarantor of financial assistance constituted by this Agreement and the representations in Sections 5.01, 5.02 and 5.03 with respect to any Singapore Guarantor will be effective at the time of each Credit Extension occurring after the completion of the requisite whitewash procedures.

Section 11.19 Specific Limitation for Luxembourg Guarantors.

(a) For the purpose of this Section 11.19:

(i) “Luxembourg Guarantor” means a Guarantor incorporated in Luxembourg;

(ii) a reference to a “Luxembourg Guarantor’s Borrowings” will be construed

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as a reference to the total amount of all Credit Extensions (including for this purpose any accrued and unpaid interest, costs and fees in respect of such Credit Extensions) made by that Luxembourg Guarantor under this Agreement;

(iii) a reference to “Subsidiaries’ Borrowings” in respect of a Luxembourg Guarantor will be construed as a reference to all Credit Extensions (including Credit Extensions under any accrued and unpaid interest, costs and fees in respect of those Credit Extensions) made by the direct or indirect Subsidiaries of that Luxembourg Guarantor, including any amounts financed directly or indirectly by a Luxembourg Guarantor’s Borrowings and on-lent to such Subsidiaries; and

(iv) “Luxembourg Guarantee Demand Date” means the first date upon which a Loan Party makes written demand upon the relevant Luxembourg Guarantor to make payment in respect of any Guaranteed Obligations.

(b) Unlawful Financial Assistance. Without limiting any specific exemptions set out below:

(i) no Guaranteed Obligations will extend to include any obligation or liability; and

(ii) no security granted by a Luxembourg Guarantor will secure any Guaranteed Obligations,

in each case, if to do so would be unlawful financial assistance in respect of the acquisition of shares in itself under Article 49-6 or would constitute a misuse of corporate assets (abus des biens sociaux) as defined at Article 171-1 of the Luxembourg Act on commercial companies of 10 August 1915, as amended.

(c) Luxembourg Guarantors. A Luxembourg Guarantor’s obligations is subject to the following guarantee limitation (or, in respect of any future Luxembourg Guarantor, a guarantee limitation), which will be contained in any Guarantor Joinder (if applicable) to this Agreement, or in any other agreement or deed, under which that Luxembourg Guarantor becomes an additional Guarantor, substantially in the following form:

(i) Notwithstanding any other provision herein, the maximum amount payable by a Luxembourg Guarantor in respect of its Guaranteed Obligations shall not, at any time, exceed the greater of:

(A) an amount equal to 95% of that Luxembourg Guarantor’s net assets (capitaux propres), existing as at the date of this Agreement, as shown in its most recently and duly approved financial statements (comptes annuels); and

(B) an amount equal to 95% of that Luxembourg Guarantor’s net assets (capitaux propres), existing as at the Luxembourg Guarantee Demand Date, as shown in its most recently and duly approved financial statements (comptes annuels).

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For this purpose “net assets (capitaux propres)” will be determined in accordance with Article 34 of the Luxembourg Act of 19 December 2002 on the Register of Commerce and Companies, on accounting and on annual accounts of the companies.

(ii) The limit in paragraph (i) above will not apply to any Guaranteed Obligations in respect of any Luxembourg Guarantor’s Borrowings and to Subsidiaries’ Borrowings or any other liabilities of the Subsidiaries of the Luxembourg Guarantor’s under the Loan Documents.

Section 11.20 Specific Limitation for Dutch Guarantors. The obligations under this Section 11 of any Guarantor incorporated in The Netherlands shall not include any obligation which if incurred would constitute the provision of unlawful financial assistance within the meaning of Section 2:207(c) or 2:98(c) of the Dutch Civil Code.

Section 11.21 Specific Limitation for Irish Guarantors. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, the obligations and liabilities of any Guarantor incorporated in Ireland (an “Irish Guarantor”) under Section 11.01 shall not apply to the extent that it would result in any such obligations or liabilities constituting unlawful financial assistance within the meaning of section 60 of the Companies Act 1963 of Ireland (as amended) and obligations and liabilities arising from any Guaranty provided by any additional Irish Guarantor pursuant to Section 6.11, shall be subject to the limitations set out in the Guarantor Joinder (as such terms of such joinder agreement are reasonably agreed to by the Collateral Agent and the Administrative Agent) applicable to such additional Irish Guarantor pursuant to Section 6.11.

Section 11.22 Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.22 in accordance with the relevant provisions of the Collateral Documents.

When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit

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reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

Section 11.23 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.08. The provisions of this Section 11.23 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuers, the Swing Line Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuers, the Swing Line Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Section 11.24 Specific Limitation for any Portuguese Guarantor. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, to the extent a Subsidiary of Holdings or any of its Restricted Subsidiaries organized under the laws of Portugal becomes a Guarantor hereunder, (a) the obligations and liability of such Guarantor (i) shall not apply to any liability to the extent that such liability would result in the guaranty constituting financial assistance within the meaning of article 322 of the Portuguese Companies Code approved by Decree-Law 262/86 of September 2 1986, as amended from time to time “Código das Sociedades Comerciais” and (ii) shall not extend to cover any amounts to the extent it would cause an infringement of article 6 number 3 of the Código das Sociedades Comerciais, and (b) such Guarantor shall not be required to grant any security that constitutes an infringement article 6 number 3 of the Código das Sociedades Comerciais.

Section 11.25 Specific Limitation for any Finnish Guarantor. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, to the extent a Subsidiary of Holdings or any of its Restricted Subsidiaries organized under the laws of Finland becomes a Guarantor hereunder, the obligations and liabilities of such Guarantor are provided to the maximum extent permitted by mandatory Finnish law on distribution of assets as well as financial assistance as set forth in Chapter 13, Section 1 and 10 of the Finnish Companies Act (2006/624) (Fi: Osakeyhtiölaki) (as amended or restated and in force from time to time).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

STYRON S.À R.L.
By:
	Name:
	Title:
STYRON HOLDING S.À R.L.
By:
	Name:
	Title:
STYRON BELGIUM BVBA, as Guarantor
By:
	Name:
	Title:
STYRON CANADA ULC, as Guarantor
By:
	Name:
	Title:
STYRON DEUTSCHLAND GMBH, as Guarantor
By:
	Name:
	Title:

STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH, as Guarantor
By:
	Name:
	Title:
BAIN CAPITAL EVEREST HOLDING GMBH, as Guarantor
By:
	Name:
	Title:
BAIN CAPITAL EVEREST HOLDING 2 GMBH, as Guarantor
By:
	Name:
	Title:
BAIN CAPITAL EVEREST US HOLDING, INC., as Guarantor
By:
	Name:
	Title:
STYRON FINANCE LUXEMBOURG S.À R.L., as Guarantor
By:
	Name:
	Title:

STYRON LLC, as Guarantor
By:
	Name:
	Title:

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Lender
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page to Credit Agreement]

HSBC BANK USA, N.A., as Lender
By:
	Name:
	Title:

[Signature Page to Credit Agreement]

BARCLAYS BANK PLC, as Lender
By:
	Name:
	Title:

[Signature Page to Credit Agreement]

BMO CAPITAL MARKETS FINANCING, INC., as Lender
By:
	Name:
	Title:

[Signature Page to Credit Agreement]

EX-10.14

Exhibit 10.14

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

SALES CONTRACT STYRON EUROPE GmbH

Re:

Styron Europe GmbH, Bachtobelstr. 3, 8810 Horgen, Switzerland (“Seller”)

Continental Aktiengesellschaft, Vahrenwalder Strasse 9, 30165 Hannover, Germany (“Buyer”)

and

WHEREAS, Seller is in the business of manufacturing and selling certain Emulsion and Solution Styrene Butadiene and Polybutadiene Rubber Products, which it manufactures at its Schkopau, Germany production site (the “Existing Facility”); and

WHEREAS, Buyer is a customer of Seller for the Product, and desires to purchase quantities of the Product in excess of Seller’s current available quantities at the Existing Facility; and

WHEREAS, in order to accommodate Buyer’s and others’ additional demand for the Products, Seller desires to add additional manufacturing capacity for the Products to be constructed at the Existing Facility, (the “Additional Capacity”); and

WHEREAS, in an effort to induce Seller to add such Additional Capacity, Buyer is willing to purchase a minimum annual volume of Products and enter into this Sales Contract, and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer agrees to purchase from Seller, and Seller agrees to supply to Buyer, the Products manufactured at the Existing Facility with Additional Capacity according to the terms and conditions set out below, the terms and conditions attached as Annex (“TC”) as well as any other Annexes (all of these terms and Annexes together referred to as the “Contract”), the parties hereby agree as follows:

Products The seven (7) Emulsion and Solution Styrene Butadiene and Polybutadiene Rubber Products set forth in the five (5) Product Groups (Enhanced SSBR, Basic SSBR, ESBR dry, ESBR oil extended and Polybutadiene) set forth below (“Products”). Additional products may only be added to this Contract by mutual written agreement of both parties agreeing to pricing, volumes and other applicable terms and conditions.   Enhanced SSBR Product Group:   Sprintan SLR-4602   Basic SSBR Product Group:   Sprintan SLR-4601   ESBR dry Product Group:   SB 1500 SB 1502

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	ESBR oil extended Product Group: SB1723 SB1739
	Polybutadiene Product Group: cis132
Specification	The Products will conform to the agreed sales specifications between Seller and Buyer which are attached as Annex A (“Sales Specifications”). These Sales Specifications may only be changed upon the mutual written agreement of Buyer and Seller.
Quality Assurance Agreement	Unless otherwise specified herein, the Quality Assurance Agreement between the Buyer and Styron Deutschland GmbH dated 16 September 2010 shall apply also between Buyer and Seller.

Quantity	Product Group	2011	2012	2013	2014	2015
SSBR Enhanced(1)	[*****]	[*****]	[*****]	[*****]	[*****]
SSBR Basic (1)	[*****]	[*****]	[*****]	[*****]	[*****]
ESBR dry (2)	[*****]	[*****]	[*****]	[*****]	[*****]
ESBR oil extended (2)	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
Annual Totals	[*****]	[*****]	[*****]	[*****]	[*****]

The quantities set forth in the table above are in metric tonnes.

(1) In Contract Years’ 2011 and 2012 Seller will endeavour to make available for Buyer’s purchase under the terms and condition of this Contract, [*****]

	page 2 of 17
ST-EU-0058

	[*****]
Seller’s maximum obligation to supply	In any Contract Year, Sellers’ obligation to sell and supply Products is limited to the designated quantities (metric tonnes) of each Product Group set forth in the table under the Quantity section set forth above provided that the maximum order(s) per month may not exceed [*****] of the designated annual quantities, but excluding instances where a whole truck or container delivery results in this quantity to be exceeded, (“Seller’s Maximum Supply Obligation”).
	In the event that the Buyer is interested to purchase, in a given month more than the [*****] of the designated annual quantities of each Product Group set forth in the table under the Quantity section set forth above, Buyer shall at least [*****] days prior to the month make that request in writing to the Seller. Seller will confirm in writing prior to the first day of the month, the extra quantity of Products(s), if any, that Seller can make available to Buyer. (“Extra Quantities”)
	For SSBR.
	[*****]
	For ESBR.
	[*****]

	page 3 of 17
ST-EU-0058

	[*****]
	If no mutual agreement is reached then [*****]
Buyer’s minimum Obligation to purchase; Forecasting and order process	In each Contract Year during the Term hereof, Buyer and/or its Affiliate(s) shall purchase and take off one [*****] of the designated quantities (metric tonnes) of each Product Group set forth in the table set forth under the Quantity section above. (“Buyers Minimum Purchase Obligation”). Buyer represents that it is purchasing the Products mainly for its own use or the use of its Affiliates. Affiliates of the Buyer may place orders under this Contract at the same terms and conditions as the Buyer provided that the Buyer will be jointly and severally liable (gesamtschuldnerisch) for these orders. Despite of the joint and severally liability, the Seller accepts to raise any claims it may have at first by written notice to the Buyer’s Affiliate who ordered the respective Products from the Seller. Only if and to the extent the claims of the Seller were not fulfilled within a period of [*****] days from the Buyer’s Affiliate’s receipt of the Seller’s claim notice, Seller may address the claim to the Buyer based upon the Buyer’s joint and severally liability for obligations of its Affiliate.
	Buyer shall schedule orders for each individual Product on a monthly basis so that the total monthly orders of Products belonging to the same Product Group equal [*****] of the respective annual Product Group Quantity.
	Notwithstanding the foregoing, the Buyer shall at least [*****] days prior to the end of each calendar month during the Term hereof, provide to Seller with a desired rolling forecast of Buyer’s monthly requirements for each Product during the following [*****] period. However, these forecasts need to be agreed in writing by the Seller taking the above provisions on Seller’s Maximum Supply Obligation into account.
	Each month Buyer shall be obliged to purchase at least [*****] of the monthly forecast quantity, including any Extra Quantities that may have been agreed, as agreed by the Seller or, if the forecast was not agreed by the Seller, [*****] of annual Quantity of Product (such monthly quantity per Product hereinafter referred to as the “Binding Monthly Quantity”).
	The parties will hold a quarterly review meeting early in the 1st month following a calendar quarter to review performance against Sales Contract and forecast and they agree on any actions necessary.
	If Buyer in any given month purchases less than [*****] of the Binding Monthly Quantity then..
	i)       Seller will inform Buyer in writing whether or not (1) the Seller accepts the shortfall or (2) if offered by the Buyer, the Seller accepts being compensated by selling to the Buyer other Products than those the Buyer is already obliged to purchase from the Seller. If the Seller accepts the shortfall or being

	page 4 of 17
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	compensated by Buyer purchasing other Products then these respective shortfall quantities will be excluded from any aggregate of the Contract Year Quantities as set forth in the table under Quantity section. If not accepted by Seller then..
	ii)      Buyer shall purchase that shortfall quantity of the specified Product in the following month but will however be subject to Buyer paying compensation to Seller equal to [*****] of the total value of that shortfall volume based on the Price in the second half of the month in which the shortfall occurred provided that the Contract Year Quantities as set forth in the table under Quantity section will remain unchanged. The compensation will be paid on an aggregate basis for each quarter and any payment due will be payable within [*****] days from date of Seller’s invoice.
Term of Contract	This Contract shall have an Effective Date of January 1, 2011 and shall continue until December 31, 2015 (“Term”). A Contract Year is defined as January 1 to December 31. This Contract shall only become binding when signed by both Seller and Buyer.
Price	PRICE: The Price for each Product shall be based upon the Price Formula set forth below having three components:
	[*****]
	US$ Prices will be converted using the average of the daily rate on the first day of each month using the European Central Bank at the below web address and apply to the Prices commencing on the 15th day of that same month.
	http://www.ecb.int/stats/exchange/eurofxref/html/index.en.html
	THE PRICE FORMULA:
	[*****]
	(A) [*****]

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[*****]

[*****]

(B) [*****]

	page 6 of 17
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	[*****]
	The percentage constituent of Butadiene, Styrene Monomer and Oil used in the Price Formula for each Product is set forth in Annex B.
	(C) [*****]
Delivery Terms	INCOTERMS 2000. DDP for EU European locations and DDU for non EU European locations. CIF destination port for sea shipments. The Parties will jointly review and decide by 31 December 2012 whether to switch from the applicable INCOTERM 2000 to INCOTERM 2010.
Consignment, or Vendor Managed & Owned Inventory	Seller will inform the Buyer by 30 June 2011 with the Seller’s analysis as to consignment stock or Vendor Managed & Owned Inventory and make a proposal. Buyer understands that any type of program to be proposed by the Seller cannot lead to an increase of any costs and/or capital employed by Seller. Upon receipt of the Seller’s proposal, the Buyer may consider whether or not to accept it.
Packaging	All Products will be supplied in returnable metal Global Pallets Services SAS (“GPS”) boxes. Buyer commits to ensure that the boxes are returned within the cycle time per location and in proper condition. Details are set forth in Annex D to this Contract. In the event that a metal GPS boxes is returned late by the Buyer, the Buyer shall pay an amount of Euro [*****] per box per day of delay to compensate Seller for additional cost towards GPS. In the event that the metal GPS boxes is not returned or damaged, the Buyer is to reimburse [*****] for each one metal GPS box.
Payment Terms	[*****] days from last day of the month of the invoice. Sellers’ invoice shall be issued on the day the Product(s) are shipped from Sellers’ facility. These terms are applicable to all locations worldwide except where otherwise agreed in writing between Seller and Buyer (or Buyer’s Affiliate(s)) to cover specific regional differences.
	Buyer shall pay the net amount due to Seller in respect of any

	page 7 of 17
ST-EU-0058

	invoice latest within the number of calendar days set forth above. No discounts for early payment shall apply unless expressly agreed with Seller in writing.
	The Seller will consider and agrees to discuss different payment terms, depending on market conditions, by 30 June 2011.
	The Buyer can only set off against, or retain payment on account of, such claims against the Seller as have been acknowledged in writing or determined by a court decision with unappealable effect.
	Without prejudice to any other remedy the Seller may have, if the Buyer (or its Affiliates) materially fails at any time to fulfil the terms of payment or is in material default with respect to any of the other terms and conditions hereunder, Seller may upon [*****] days prior written notice given to the Buyer or any ordering Affiliate of the Buyer either defer further delivery of Products or at its option cancel all further Orders and deliveries of Product to the Buyer and refuse to accept any further Orders for Product.
	Seller reserves the right upon [*****] from written notice to the Buyer to change the foregoing terms of payment (including but not limited to requesting advance payments to be made) in the event that
	(i)      based on the financial information provided by Buyer or publicly available and applying an objective test the financial situation of the Buyer has materially deteriorated compared to the situation on signing date of this Contract or
	(ii)     an increase to Price results in a substantial increase of the Buyer’s credit exceeding the limits reasonably granted by Seller provided that the Buyer shall in this case receive an appropriate discount for the consequence of the change of payment terms.
Joint Development Agreement	The Parties envisage to sign this Sales Contract together with the Joint Development Agreement (“JDA”) which is currently negotiated among Affiliates of Buyer and Seller. However, if any delays in signing the JDA occur, this shall not affect the validity of this Agreement. A termination or breach of the Joint Development Agreement by either party shall not affect the rights and obligations of Buyer or Seller under this Sales Contract.
	In the event that as a result of the JDA the Parties agree that the Seller will sell to Buyer, and the Buyer will buy from Seller, any new products, this Contract shall be used as contractual basis also for these new products provided that the terms specific to the new products such as price, quantities, delivery terms are to be separately agreed.
TCs	In addition, the attached TCs shall be applied. In the event of a conflict between the above terms of this Sales Contract and the TCs, the terms of this Sales Contract shall prevail.

	page 8 of 17
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Date Executed: 06.04.2011	Date Executed:
Buyer	Seller
By /s/ i.v. FRANK WEBER	By
FRANK WEBER
Director RE & Chem.
Corporate Purchasing
By /s/ Jorge Almeida	By /s/ Marco Levi
Jorge Almeida	Marco Levi
Senior Vice President	Vice President
Corporate Purchasing	Emulsion Polymers
Please print names of signatories	Please print names of signatory

	page 9 of 17
ST-EU-0058

ANNEX (TC)

TERMS AND CONDITIONS

1. Interpretation of Trade Terms

Trade terms shall be interpreted in accordance with INCOTERMS 2000 unless otherwise agreed by the Parties.

2. Seller’s Commitments

2.1 Seller undertakes that the Product will at the time of delivery meet the Sales Specifications then agreed between the parties. Seller will notify Buyer without undue delay if Sales Specifications are changed. All descriptions, drawings, photographs, illustrations, performance and technical data, dimensions, weights and the like, contained in any promotional or technical literature issued by Seller are subject to variation without notice and are not designed to constitute Sales Specifications.

2.2 Seller will supply Buyer with current Material Safety Data Sheets (MSDS) regarding the Products.

2.3 Subject to Section 7 hereof, Seller will convey the Products with good title, free from any lawful lien or encumbrance.

2.4 If Buyer wishes to purchase additional quantities of Products exceeding the quantities set out in this Contract, Buyer shall inform Seller in writing of the quantities required. Taking account of its supply capacity and without establishing a legal obligation, Seller shall make all reasonable efforts to cover Buyer’s additional requirements in whole or in part. Within [*****] Seller shall inform Buyer in writing whether the additional quantities can be supplied. If this is the case, Buyer shall be obliged to accept the additional quantity mentioned in this clause in accordance with the terms of this Contract.

3. Responsible Practices

3.1 Buyer will (i) familiarise itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (ii) follow safe handling, use, selling, storage, transportation, and disposal practices, including special practices as Buyer’s use of the Product requires, and instruct its employees, contractors, agents and customers in these practices and (iii) take appropriate action to avoid spills or other dangers to persons, property or the environment.

3.2 Notwithstanding the provisions of Article 5 of this Contract, Buyer will indemnify Seller for all claims, damages and related costs, including reasonable attorney fees, arising out of Buyer’s noncompliance with any of its commitments under Article 3.1 above.

4. Patents/Trademarks

Seller warrants only that the manufacture of the Products covered by this Contract does not infringe any valid Letters Patent of the country of manufacture including EU-patent law. Buyer assumes all responsibility for use of any design, trademark, trade name, or part thereof, appearing on the Products at Buyer’s request.

5. Warranty/Liability

5.1 The commitments set out in Articles 2 and 4 above are Seller’s sole warranties in respect of the Products. ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE PRODUCT SUPPLIED UNDER THIS CONTRACT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED.

5.2 Buyer shall inspect immediately after delivery of the Product the quantity of Product supplied, its outer appearance and its quality by verifying whether the certificates of analysis supplied by the Seller comply with the agreed Specifications. The Buyer shall notify the Seller

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in writing of any defects found in the aforementioned incoming goods inspection. Seller shall be notified in writing of any defects that were found or could have been found in the abovementioned incoming goods inspection within two weeks of the delivery arriving at the Product’s destination, including a precise description of the defect and the order or invoice number. Claims of the Buyer on account of a defectiveness or incompleteness of the delivery are excluded if it fails to comply with this obligation. If any of the supplied Product is rejected because of nonconformity to specifications, Buyer shall have the right to return it to Seller only after inspection by Seller and receipt of definite shipping instructions from Seller, such inspection to be made and instructions to be given by Seller within [*****] days after written notice of rejection by Buyer. In case after inspection Seller decides that Buyer has a right to return the Product because of its non-conformity to specifications, Buyer has the right to choose between remediation of the non-conformity of the originally delivered Product by the Seller or delivery of a new Product.

5.3 In the event of any liability by either party whether arising from breach of contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the higher of (i) [*****] of the yearly contract price for the Product Group with respect to which damages are claimed (plus transportation costs, if any, paid by Buyer for the defective Product) or (ii) [*****]. In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract. However, Seller will be liable without restriction under the Product Liability Act or in the event of willful violations of a duty. Seller will also be liable without restriction in the event of willful or negligent injury to life, physical well-being or health. Defect claims shall become time-barred after 24 months from the transfer of risk. The same applies to legal defects.

5.4 No limitation of liability shall, however, apply with respect to any of the Buyer’s obligations to take Products under this Contract or to make payments for Products delivered under this Contract.

6. Title

6.1 If Products are delivered to destinations in Switzerland or to other destinations where reservation of title of goods is not permissible, title to the Products shall pass at the same time as the risk of loss passes to Buyer.

6.2 If Products are delivered to destinations outside of Switzerland and if permissible under the laws of the country of destination, title to the Product shall remain with Seller until payment in full has been received by Seller. Until the title to the Product has transferred

(a) the Product shall so far as practicable be kept separate from other goods on the premises of Buyer so as to be readily identifiable as goods of Seller and

(b) Buyer shall be entitled to resell the Product in the ordinary course of business or to use the Product in any process provided that such liberty shall be deemed automatically terminated without the need for notice if Buyer shall fail to make any payment when it becomes due, or shall default in due performance or observance of any other obligation under this Contract, or shall enter into or apply for liquidation or receivership. Seller may then by notice in writing to Buyer terminate the Contract. Upon such termination Seller shall be entitled to enter upon Buyer’s premises in order to remove any of the Product to which Seller has retained title and for this purpose Buyer shall afford Seller all reasonable assistance to locate and take possession of the Product.

6.3 Upon termination of Buyer’s liberty to resell or use the Product it shall promptly place the Product at Seller’s disposal and Seller shall be entitled to enter upon Buyer’s premises for the purpose of removing the Product.

6.4 For the purpose of the foregoing paragraphs of this Condition and in the absence of evidence to the contrary Product supplied by Seller to Buyer at any time shall be deemed to

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have been resold, used or processed in the order in which Product was supplied. Nothing herein shall give Buyer the right to return the Product to Seller.

7. Annual Forecast

Buyer shall, at least [*****] days prior to each Contract Year during the Term hereof, provide to Seller a non-binding written forecast estimating Buyer’s anticipated monthly requirements during the next Contract Year.

8. Transportation

Where the price provides for absorption by Seller of any portion of the freight charges or where Seller provides the transportation equipment at its cost, Seller shall have the right to select the means of transportation. Where the price provides for payment by Buyer of any portion of the freight charges, the freight charges will be those in effect at the date of shipment.

9. Delivery Equipment

During the time that Seller’s delivery equipment is in the possession of Buyer, Buyer shall be liable to Seller for damages or destruction of such equipment attributable to Buyer. All repairs to equipment shall be made under the supervision or direction of Seller.

10. Force Majeure

Performance is excused when

(a) there is any contingency beyond the reasonable control of Seller or Buyer [including, for example, war or hostilities, severe natural incidents (such as earthquake, lightning flood, drought, extreme weather conditions, storm), fire, explosion, public protest, breakage of equipment, pandemic, acts of terrorism, activity of a governmental authority (including, for example, the passage of legislation or the failure to grant an export license, strikes or lock outs)] which interferes with Seller’s or Buyer’s production, supply, transportation or consumption practice; or

(b) Styron is unable to obtain raw materials, power or energy on terms commercially reasonably acceptable.

During times when performance is excused, all quantities of affected Product (determined using Sellers commercially reasonably judgment) will be eliminated from this Contract without liability (including an adequate reduction of Buyer’s Minimum Purchase Obligation and Seller’s Maximum Purchase Obligation) and Seller will allocate its supplies of raw materials and Product among their various uses in a manner that is fair and reasonable, but this Contract will otherwise remain in effect; provided, that with respect to the allocation of such reduced quantities by Seller, Seller shall treat Customer in the manner no less disadvantageous as all other contract customers for Product. Seller will not be obligated to obtain raw materials, intermediates, or Product from other sources, or to allocate raw materials, intermediates, or Product from Seller’s internal use. The foregoing provisions shall in no event relieve Customer of its obligation to timely pay in-full a Product invoice.

11. Governmental Controls

If the price, freight allowance or terms of payment or any price increase or change in freight allowance or terms of payment under this Contract or Seller’s ability to make any such increase or change, should be altered or prohibited by reason of any law, government decree, order or regulation, Seller may request an appropriate adjustment of the Contract. If the Buyer does not accept the appropriate adjustment requested by the Seller, the Seller shall be entitled to cancel the affected part of the Contract – or the entire Contract if a reasonable separation of an affected part cannot be made – upon thirty (30) days prior written notice. If However, at its option Seller may by written notice elect to postpone the effective date of any price increase or proposed change to the extent so prevented until such date or dates as it is not so prevented. By electing to postpone rather than cancel, Seller will not waive its right to cancel thereafter because of such continued or further alterations or prohibitions.

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12. Non-performance

12.1 If Buyer fails to perform any of the terms of this Contract when due, Seller may, at its option, decline to make further deliveries against this Contract except for cash, or may recall or defer shipments until such default is made good, or may – upon lapse of an additional thirty (30) days-period to remedy such default – treat such default as final refusal to accept further shipments and cancel this Contract upon sixty (60) days prior written notice.

12.2 Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date, to charge interest on any overdue balance at a rate of 30 days LIBOR plus [*****] Such rights are in addition and without prejudice to any other rights Seller may have under this Contract.

13. Performance by Affiliates

At Seller’s option, any Contract obligation may be performed by Styron Europe GmbH, Horgen, Switzerland, or any of its Affiliates provided that Seller will remain jointly and severally liable with its Affiliates. “Affiliates” means any entity that directly or indirectly, through one or more intermediates, now or hereafter, controls or is controlled by, or is under common control with Styron Europe GmbH or any entity controlling Styron Europe GmbH. For the purposes herein, the term “control” (including the terms “controls”, “controlled by”, and “under common control with”) means the possession, direct or indirect of at least 50% of the ownership. Any deliveries made under this Section 13 may be invoiced by such Affiliate and shall constitute performance of this Contract by Seller. Affiliates of the Buyer may place orders under this Contract at the same terms and conditions as the Buyer provided that the Buyer will be jointly and severally liable for these orders as well as any obligations and liabilities arising from these orders subject, however, to the procedure described in the Sales Contract (see under 1^st paragraph of “Buyer’s minimum obligation to purchase:..”).

14. Assignment/Transfer

This Contract is neither transferable nor assignable by either party without the other party’s prior written consent except that the parties hereby consent to potential future assignments as set forth in Section 13.

15. Non-waiver

Failure to exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion.

16. Severability of Provisions

If any provision of this Contract should be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the parties to this Contract to achieve the intended economic result in a legally valid and effective manner.

17. Applicable Law and Venue

This Contract shall be governed by and construed in accordance with the laws of Germany excluding its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract.

Exclusive venue for all disputes arising from the Contract, its validity and any sales contract concluded hereunder shall be Frankfurt/Main, Germany.

18. Controlling Terms & Amendments

By ordering any of the Product detailed in this Contract, both Parties agree to all the terms and conditions set forth herein which override any additional or different terms or conditions included in either Party’s purchase order or confirmation letter or referred to by

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either Party. Any amendments or additions to this Contract shall be valid only if in writing and signed by both parties.

ANNEX D

SPECIFICATIONS

[ATTACH SPECIFICATIONS FOR THE SEVEN PRODUCTS]

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ANNEX B

BUTADIENE, STYRENE MONOMER AND OIL CONSITUENTS

[*****]

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ANNEX C

FREIGHT COST PER DELIVERY LOCATION (2011)

[*****]

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ANNEX D

PACKAGING

[ATTACH PACKAGING PROTOCOL]

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EX-10.15

Exhibit 10.15

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

GLOBAL RAW MATERIALS AGREEMENT

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.

1. DEFINITIONS

1.1. “Agreement” means this global raw materials agreement between Seller and Buyer including all of its Schedules.

1.2. “Authorized Participant” means the Buyers’ Affiliates (as defined in Section 12.3) listed in the attached Schedule 1.1, which may be revised from time to time in the sole discretion of Buyer. Notwithstanding anything herein to the contrary, only the Buyer and or the Authorized Participants listed in Schedule 1.1, as the same may be revised from time to time, may provide Purchase Orders (as defined below) pursuant to this Agreement. Each “Authorized Participant” as defined in this Agreement shall be a third party beneficiary of this Agreement and, to the extent they actually purchase Goods pursuant to this Agreement, shall be an obligor for the Goods so purchased. The Buyer shall be jointly liable for any Purchase Order placed by Authorized Participants as if such Purchase Orders had been placed by the Buyer. There shall be no other third party beneficiary of this Agreement.

1.3. “Specification” means the specifications outlined on Schedule 1.2. These Specifications may only be changed upon the mutual written agreement of Buyer and Seller.

1.4. “Goods” means emulsion and solution styrene butadiene rubber products meeting the Specification in Schedule 1.2.

1.5. “Purchase Order” means the relevant purchase order for the Goods issued by Buyer or the Authorized Participant in accordance with the terms of this Agreement, which shall become a part of this Agreement if confirmed by the Seller. Provided, however, that any pre-printed terms and conditions on the back of the Purchase Order, or any preprinted terms and conditions outlined on any of Buyer’s, Authorized Participants’ or Seller’s forms, including but not limited to Seller’s acknowledgement, confirmation, invoice or other documents shall be null and void and not be a part of this Agreement.

1.6. “Plant” shall mean the existing facilities of the Seller’s Affiliate Styron Deutschland GmbH in Schkopau, Germany, which is envisaged to be expanded to add additional manufacturing capacity for the Goods.

1.7. “Contract Year” shall mean each January 1 to December 31 period during the Term.

2. TERM

2.1. The term of this Agreement will commence on the Effective Date and continue until December 31, 2015 or, if earlier terminated, the date on which this Agreement is terminated in accordance with its terms (the “Term”).

3. COMMERCIAL TERMS

Goods	The Emulsion and Solution Styrene Butadiene Rubber Products set forth in the four Product Groups (SSBR Enhanced, SSBR Basic, ESBR dry and ESBR oil extended) specified in Schedule 1.2. By mutual prior written agreement of both parties on Price and Quantity, new products may be added to this Agreement in Schedule 1.2, Buyers product codes have no legal meaning with respect to Seller’s obligations under this Agreement.
Quantity	The quantities of each Product Group of the Goods is set forth in Schedule 1.3.
Sellers Maximum Supply Obligation	In any Contract Year, Sellers’ obligation to sell and supply Goods is strictly limited to the designated quantities (metric tonnes) of each Product Group set forth in Schedule 1.3 (“Seller’s Maximum Supply Obligation”).

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Buyer’s Minimum Purchase Obligation, Schedule of Deliveries	In each Contract Year, Buyer shall [*****] each Product Group of Goods set forth in the table in Schedule 1.3. (“Buyers Minimum Purchase Obligation”). Buyer represents that it is purchasing the Goods for its own use or the use of its Authorized Participants.
	Without diluting any binding legal obligation under this Contract, Buyer and Seller agree that there are no predefined penalties on failure on performance under the Contract.
	ESBR Buyer shall, at least [*****] days prior to each Contract Year during the Term hereof, provide to Seller a written forecast giving the quantity split of Products within Product Group ESBR dry and within Product Group ESBR oil extended for the following Contract Year. The quantity of each Product must be forecast within the range [*****] of the annual quantity pursuant to Schedule 1.3 per month provided that Seller’s Maximum Supply Obligation in the Contract Year may not be exceeded. Volumes outside of these parameters need to be agreed in writing by Seller
	SSBR If a different ratio split from the annual quantities SSBR Enhanced and SSBR Basic as set forth in Schedule 1.3 is envisaged by Buyer, Buyer shall at least [*****] days prior to each Contract Year during the Term hereof, provide to Seller a written forecast, but equal to the total SSBR annual quantity pursuant to Schedule 1.3, giving the quantity split between Product Group SSBR Enhanced and Product Group SSBR Basic for the following Contract Year provided that SSBR Enhanced is not lower than the annual quantity as set forth in Schedule 1.3. Seller will need to agree the quantity split in writing but will not be unreasonably withheld.
	Buyer shall, at least [*****] days prior to each Contract Year during the Term hereof, provide to Seller a written forecast giving the quantity split of Products within Product Group SSBR Enhanced and within Product Group SSBR Basic for the following Contract Year. The consolidated quantity of both Product Groups must be forecast within the range [*****] of the annual quantity pursuant to Schedule 1.3 per month provided that Seller’s Maximum Supply Obligation in the Contract Year may not be exceeded. The quantity of each Product must be forecast within the range [*****] of the annual quantity pursuant to Schedule 1.3 per month. The quantity of each Product must be forecast within the range of [*****] of the annual quantity pursuant to Schedule 1.3 per quarter provided that Seller’s Maximum Supply Obligation in the Contract Year may not be exceeded. Volumes outside of these parameters need to be agreed in writing by Seller.
	ESBR & SSBR Thereafter, the Buyer shall, at least [*****] days prior to each calendar month during the Term hereof, confirm to Seller the rolling forecast of Buyer’s anticipated monthly requirements during the following [*****] period for each Product. If this rolling forecast differs from the annual forecast on a given monthly basis then Seller needs to agree in writing. Thereafter Buyer will be obliged to purchase a minimum of [*****] of the monthly agreed forecast per Product.
Buyer’s additional quantities	If Buyer wishes to purchase additional quantities of Products, either prior to or within a Contract Year, exceeding the annual quantities pursuant to Schedule 1.3 of this Contract, Buyer shall inform Seller in writing of the quantities required. Taking account of its supply capacity and without establishing a legal obligation, Seller shall make all reasonable efforts to cover Buyer’s additional requirements in whole or in part. Within [*****] weeks Seller shall inform Buyer in writing whether the additional quantities can be supplied and at what Price. If this is the case, and Buyer agrees with Seller’s Price proposal, Buyer shall be obliged to accept the additional quantity mentioned in this clause in accordance with the terms of this Contract. Such additional quantities shall be called “spot” sales and do not affect the Quantities set forth in this Contract.
Price	The Price for each Product shall be based upon a price formula as set forth below having three components: (i) [*****]

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	Contract Year. The Fixed fee for 2011 and each Contract Year thereafter is set forth in the Fixed Fee table in Schedule 1.4; (ii) a variable component as set forth below which is based upon monthly butadiene and styrene monomer price, and quarterly oil price; and (iii) a freight component which is set forth below and will be added at cost when Seller delivers to Buyer’s specified delivery point.
	US$ Prices will be converted using the average monthly rate, which is delayed in its application to Price by two months, using the European Central Bank at the below web address: http://www.ecb.int/stats/exchange/eurofxref/html/index.en.html
	(e.g.: FX rate in January applicable for shipments of Goods made in March)
	THE PRICE FORMULA:
European Energy Exchange (“EEX”)	[*****]

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	[*****]
Competitive Pricing	In the event that at any time during the term the Seller enters into a binding written agreement with another purchaser (who is a competitor of the Buyer in the tire industry) covering at least [*****] consecutive months the regular supply of any Goods covered by this Agreement, in substantially comparable quantities or less as those covered by this Agreement at a price lower than the FCA price then in effect, and under substantially similar non-price terms and conditions, but excluding variations due to monomer price application, then Seller shall reduce the price charged to Buyer hereunder to such lower price for the Goods supplied under this Agreement. Such price reduction shall apply for equal quantities and for the equal time period of the actual supply of material to such third party purchaser at the lower price.
	If requested by Buyer, prior to the start of a new Contract Year Seller shall make an annual statement to Buyer that Seller is in compliance.
	Once per Contract Year, Buyer shall be entitled but not obliged to verify Seller’s written agreements by way of an audit performed by an independent certified public accountant nominated by Buyer and accepted by Seller. Such independent auditor shall keep strict confidentiality about any and all information received from Seller in the context of the audit, and shall only be entitled to confirm or disclose to the Buyer the accuracy of the competitive pricing.

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Delivery Terms	INCO terms 2000. DDP for EU European locations, DDU for non EU European locations. Sea shipments are CFR or CIF as quoted on Buyer’s purchase order. Alternatively, at Buyer’s discretion and upon respective prior written agreement with Seller, Seller shall supply any location on the basis FCA Seller’s Plant or warehouse in Schkopau, Germany.
Consignment, or Vendor Managed and Owned Inventory	Seller will discuss with Buyer the feasibility of implementing a consignment, or vendor managed & owned inventory program, which will not lead to an increase of costs and/or capital employed by Seller. The program can be implemented once mutually agreed but will not be unreasonably withheld.
Packaging	All Goods will be supplied in returnable metal boxes. Buyer commits to ensure that the boxes are returned on time and in the proper condition to the packaging service provider (details will be separately notified by Seller). All repairs to equipment shall be made under the supervision or direction of Seller. In the event that metal boxes are returned late by the Buyer, the Buyer shall pay an amount of [*****] to compensate Seller for additional cost towards the metal box service provider. In the event that the metal boxes are not returned or damaged, the Buyer is to reimburse Seller with [*****]. In the event that Seller changes the service provider of the packaging containers/metal boxes then by mutual agreement the terms as set forth above in “Packaging” may be amended.
Payment Terms	[*****]. Seller’s invoice shall be issued on the day the Product(s) are shipped from Sellers’ facility. These payment terms are applicable to all locations world wide except where otherwise agreed between Seller and Buyer (or Buyer’s Affiliates) to cover specific regional differences.
	Buyer shall pay the net amount due to Seller in respect of any invoice latest within the number of calendar days set forth above plus a 5 day grace period to ensure due payments are aligned to Buyer’s payment cycles. No discounts for early payment shall apply unless expressly agreed with Seller in writing.
	The Buyer can only set off against, or retain payment on account of, such claims against the Seller as have been acknowledged in writing or determined by a court decision with unappealable effect.

4.a RESPONSIBLE PRACTICES

Buyer will (i) familiarise itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (ii) follow safe handling, use, selling, storage, transportation, and disposal practices, including special practices as Buyer’s or its Authorized Participants’ use of the Goods requires, and instruct its employees, contractors, agents and customers in these practices and (iii) take appropriate action to avoid spills or other dangers to persons, property or the environment.

4. WARRANTY

4.1. For all of the Goods supplied hereunder, Seller warrants that at the time of delivery, all Goods furnished hereunder will conform to the Specification as in effect at the time of delivery and all Goods have been manufactured at the Plant in accordance with the applicable environmental laws in Germany. Seller further warrants that Buyer or the Authorized Participant will receive good and marketable title to all Goods purchased hereunder, free and clear of all liens and encumbrances whatsoever. Buyer or Authorized Participant shall inspect the Goods supplied under this Agreement within a reasonable time after delivery, in no event later than ninety (90) days after receipt (the “Rejection Period”). If any of the Goods are rejected within the Rejection Period because of nonconformity to Specifications, Seller will promptly replace or otherwise correct at its sole expense any Goods sold hereunder that fail to so conform to the Specification and/or applicable environmental laws and to promptly initiate a problem resolution process to formulate and implement appropriate corrective action plans to prevent further failures. Further, Seller warrants that any certificate of analysis submitted with the Goods will accurately

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and completely represent Seller’s laboratory findings with respect to tests performed on samples of the Goods. Any claim made under this Section 4 after expiry of the Rejection Period shall be time barred. However, claims resulting from a latent defect shall become time-barred after 12 months from transfer of title.

4.2. EXCEPT AS SET FORTH ABOVE, SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ANY EVENT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. HOWEVER, DAMAGES DIRECTLY RESULTING FROM A BREACH OF THE WARRANTIES IN SECTION 4 TO BUYER’S OR AUTHORIZED PARTICIPANT’S FACILITIES, EQUIPMENT, COMPOUND OR END PRODUCT SHALL BE CONSIDERED DIRECT DAMAGES PROVIDED THAT THE DIRECT DAMAGE TO COMPOUND OR END PRODUCT ONLY CONSISTS OF THE VALUE OF THE MATERIAL AND THE PROVEN COST OF LABOUR FOR THE PRODUCTION OF THE COMPOUND OR END PRODUCT BEING DAMAGED BY A BREACH OF THE WARRANTIES IN SECTION 4 AND ANY COSTS REQUIRED TO SCRAP COMPOUND OR END PRODUCT BEING DAMAGED BY A BREACH OF THE WARRANTIES IN SECTION 4. IN ANY EVENT, HOWEVER, THE SELLER’S LIABILITY FOR SUCH DIRECT DAMAGE SHALL BE LIMITED TO (i) [*****] PER DELIVERY OF GOODS CAUSING. THE BREACH OF THE WARRANTIES IN SECTION 4 AND (ii) THE AGGREGATE CAP PURSUANT TO SECTION 7.3 HEREOF. FOR THE AVOIDANCE OF DOUBT, ANY RIGHTS OF THE BUYER TO CLAIM REPLACEMENT OF GOODS BEING DELIVERED OUT OF THE AGREED SPECIFICATION PURSUANT TO SECTION 4.1 DO NOT FALL UNDER ANY OF THESE CAPS.

5. TAXES

5.1. Buyer or the Authorized Participant will pay all (a) applicable taxes (such as sales (including sales tax on services), use, gross receipts, excise, occupation, value-added, and other transaction-based taxes), duties, levies, and fees on the Invoice Amount, except where Buyer or the Authorized Participant has provided Seller with proper exemption certificates that will exempt the transaction(s) from tax; (b) personal property, sales, value-added, and use taxes on Buyer or the Authorized Participant’s personal property relating to this Agreement; and (c) taxes, assessments, and other levies on Buyer or the Authorized Participant’s owned, leased, rented, or purchased real property. In this regard Seller will timely inform Buyer or the Authorized Participant of appropriate exemptions to the transaction from the imposition of applicable taxes in the country of manufacture.

5.2. Seller will pay all (a) personal property, sales, value-added, and use taxes on Seller’s personal property relating to this Agreement; (b) taxes, assessments, and other levies on Seller’s owned, leased, rented, or purchased real property; (c) telecommunication taxes for network access (for example, lines) and services; and (d) any tax based upon Seller’s net income (whether calculated on the basis of gross receipts or net income), franchise or net worth taxes, or any license or gross receipts tax measured on partial or total gross receipts of Seller (excluding sales taxes).

5.3. Seller will assist Buyer and/or the Authorized Participant in its determination of its tax liability on the Invoice Amount.

5.4. Seller’s invoices will state applicable taxes owed by Buyer or the Authorized Participant, if any, by the applicable tax jurisdiction.

6. INSURANCE

6.1. Seller has and shall maintain in full force and good standing throughout the term hereof a Contractual and Commercial General Liability Insurance against claims for bodily injury, death or property damage occurring which insurance may be provided under primary and umbrella policies and shall be written on a so-called “occurrence basis” and shall provide aggregate minimum protection with a combined single limit in an amount not less than Five Million Dollars ($5,000,000) (or in such increased limits from time

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to time to reflect declines from the date hereof in the purchasing power of the dollar as Buyers or Authorized Participants may reasonably request) and coverage for premises-operations, completed operations-products, independent contractors, engineering and design defects, explosion, pollution, collapse and underground property damage hazards. Seller shall have Buyer named as an Additional Insured on a direct and primary, non-contributory basis on the policies. Seller shall furnish Buyer with certificates of insurance including a provision that Buyer will receive thirty (30) days written notice prior to expiration or material change of the coverage. Seller shall waive and hereby waives any rights of subrogation which they or any of their insurers may have against Buyers or Authorized Participants, its subsidiaries and Affiliates, and their respective agents or employees. The insurance required by this section shall be issued by an insurance company or companies (i) licensed to do business in the United States, (ii) having an A.M. Best Company “Financial Strength Rating” of A- or better and “Financial Size Category” of VII or higher, and (iii) satisfactory to Buyers or Authorized Participants.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1. Seller shall indemnify, defend and hold Buyer or Authorized Participant harmless against any and all third party liens, claims or liability for damage or injury of any kind or nature (including death) to all third parties whether employees or otherwise, and for Buyer or Authorized Participant’s loss, fines, judgments, penalties, expenses (including reasonable attorneys fees, expert fees and other legal expenses and amounts paid in settlement) relating to those claims brought by third parties, which are caused by Seller’s negligence or willful misconduct (“Third Party Claim”). The above indemnification shall only apply to the extent that the losses above are not due to the negligence or wrongdoing of Buyer or Authorized Participant. Seller’s obligation hereunder shall not be limited to the extent of any insurance available to or provided by Seller.

7.2. If any third party shall notify the Buyer or an Authorized Participant with respect to any matter which may give rise to a Third Party Claim to be indemnified by Seller, then the Buyer shall promptly (and in any event not later than ninety (90) days after receiving notice of the Third Party Claim) notify the Seller thereof in writing. The Seller will have the right at any time to direct or to assume and thereafter conduct the defense of the Third Party Claim.

7.3. Seller’s aggregate maximum liability under this Agreement for damages resulting from any breach of warranties and from any obligation to indemnify, defend and hold Buyer or Authorized Participant harmless under this Agreement is limited to [*****]. In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Agreement.

8. FORCE MAJEURE

8.1. Should the performance of either Party under this Agreement be delayed as a result of flood, earthquake, hurricane, pestilence, or other natural catastrophe; fire (to the extent not caused by and not within the reasonable control of the Party using the defense), mechanical breakdowns, utility or raw material interruption ( all to the extent not caused by and not within the reasonable control of the Party using the defense), war, act of terrorism, civil commotion, strike, labor dispute, or embargo; or any applicable law, proclamation, or order of any Governmental Authority (a “Force Majeure Event”) provided, however, that the affected Party shall use commercially reasonable efforts to promptly avoid, remove or remedy the cause of non-performance and give prompt written notice following the termination of such Force Majeure Event. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that any Force Majeure Event shall be promptly avoided, removed or remedied shall not require the settlement of strikes or lockouts by acceding to the demands of an opposing party when such course is inadvisable in the reasonable discretion of the Party having the difficulty. Immediately upon Seller’s Force Majeure notice to Buyer as described above, Goodyear shall have the right to source the Goods subject to the Force Majeure Event from an alternative supplier for a term(s) as long as reasonably necessary in order to assure the supply of such Goods, any commitments hereunder shall be reduced by the amount of all such purchases by Buyer and/or Authorized Participants for the time period of such purchases. If the Force Majeure Event shall continue for a period of six (6) months, Buyer shall have the right to reduce permanently the commitment under this Agreement by a percentage proportionate to the amount of

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Goods subject to the Force Majeure Event as compared to the aggregate amount of Goods Supplied under this Agreement in the prior year, and if such continued Force Majeure Event is material to this Agreement, taken as a whole, then Buyer shall have the right to terminate this Agreement, in whole or in part, immediately upon written notice to Seller. During times when performance is excused, Seller will allocate its supplies of raw materials and Goods among their various uses in a manner that is fair and reasonable and Seller will treat Buyer in the manner no less disadvantageous as all other contract customers for the Goods. In case of a Force Majeure, Seller will not be obligated to obtain raw materials, intermediates, or Goods from other sources. The foregoing provisions shall in no event relieve Buyer of its obligation to timely pay in-full an invoice for the Goods.

8.2. Except for laws dealing with taxation of Seller, if any law, government decree, order or regulation of the Federal Republic of Germany and/or Switzerland (“Modification”), directly requires Seller to modify the commercial mechanisms within this Agreement including the price, freight allowance or terms of payment under this Agreement, and it is outside Seller’s reasonable ability to mitigate the effect of the Modification, Seller shall notify Buyer within six (6) months of the date when Seller becomes aware thereof and the Parties will negotiate in good faith about an appropriate adjustment of the Agreement.

9. NON-PERFORMANCE

If Buyer fails to perform any of the material terms of this Agreement when due, Seller may, at its option, decline to make further deliveries against this Agreement except for cash, or may recall or defer shipments until such material default is made good.

10. DISPUTE RESOLUTION & LAW

10.1. The validity, enforceability, performance and construction of the terms, provisions and conditions of this Agreement shall be governed by the laws of England and Wales notwithstanding any choice of law rules or conflicts of law principles to the contrary.

10.2. The Parties agree that regardless of the laws of England and Wales, this Agreement shall contain an obligation of the Parties to act in good faith and deal fairly with each other.

10.3. Seller and Buyer agree that either Party may submit any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, to be resolved by final and binding arbitration before a three-person arbitration panel acting pursuant to the International Chamber of Commerce (ICC) Rules of Arbitration. The Parties agree that the seat of any arbitration shall be London, England and that the arbitration shall be conducted in the English language. The arbitration panel shall render any monetary award in U.S. Dollars. Each Party hereto irrevocably waives its right (a) to bring any action, claim or dispute arising out of this Agreement, (b) to dispute any ruling on issues of law which arise during the Arbitration, or (c) to challenge the arbitration award on the grounds that the arbitration panel made errors of law before any court of law.

10.4. A Notice of Arbitration may be delivered to any Party anywhere in the world.

10.5. Each of the Parties hereby irrevocably waives any and all right to a trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

10.6. Prior to instituting arbitration for any matter arising out this Agreement, each of the Parties agrees to follow the dispute resolution procedure set forth herein. In the event of a dispute between or among the Parties arising out of or in connection with this Agreement, the Parties to the dispute will make every effort to resolve, promptly and in good faith, such dispute. In the event that the dispute cannot be resolved, either Party may notify the other Party in writing of the existence of the dispute. Within fifteen (15) Business Days after receipt of that notice, the Parties shall arrange to discuss, in person or through a teleconference, at a mutually agreeable time and place, and thereafter as often as they reasonably deem necessary for a period of twenty (20) days from the date of that first meeting or teleconference, to exchange any relevant information and to attempt to resolve the dispute. In the event that the Parties have not been successful in resolving the dispute within twenty (20) days from the date of the first meeting or teleconference, it is further agreed that no Party may file any Notice of Arbitration against the other Party until at least thirty (30) days after providing written notice to the Vice President of Global Purchasing, in the case of Buyer, and the Vice President Styron, Emulsions and Polymers, cc: General Counsel, Styron LLC Legal Department: Styron LLC, 1000 Chesterbrook Blvd, Suite 300, Berwyn, PA 19312, USA, in the case of Seller. During such thirty (30) day period, the Parties shall arrange to discuss, in person or

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through a teleconferences, at a mutually agreeable time and place, and thereafter as often as they reasonably deem necessary, to exchange any relevant information and to attempt to resolve the dispute. After such thirty (30) day period, either Party may file a Notice of Arbitration or take such other action as is permitted under this Agreement. Each Party shall be responsible for its own legal fees and expenses.

10.7. The provisions of the Convention on the International Sale of Goods shall not apply to this Agreement.

11. REQUIREMENTS FROM GOVERNMENT CONTRACTS

11.1. To the extent applicable to a subcontractor organized under the laws of Switzerland and performing manufacturing at Seller’s Plant in Germany, it is agreed that the applicable provisions of Buyer’s Government Contracts that are required to be included in contracts with subcontractors (i.e., “flow down requirements”), as set forth in Schedule 1.7, are incorporated in this Agreement by reference with the force and effect as though set forth in full text herein in such instances where the Goods supplied hereunder will be delivered to the United States Government under federal Government Contracts. The full text of a Federal Acquisition Regulation (“FAR”) or Department of Defense FAR Supplement (“DFARS”) clause may be accessed electronically at http://arnet.gov.far or www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html.

11.2. Buyer understands and agrees that Seller is a company incorporated under the laws of Switzerland and the Goods will be produced in Seller’s Plant. To the extent applicable as set forth in Section 11.1 above, upon written request from Buyer, Seller shall provide information to Buyer as may be reasonably necessary for compliance with such contracts, including, without limitation, any Government Contract. Seller will comply with any additional requirements as are promulgated or otherwise imposed from time to time for which compliance by Seller is reasonably necessary for Buyer to comply with such contracts. Notwithstanding anything to the contrary set forth herein, Seller acknowledges and agrees that Buyer may provide information related to this Agreement, including, without limitation, information on the identity of Seller and/or the terms, performance or payments related to this Agreement, or provided pursuant to the first sentence of this Section 11, to the United States Government as and when reasonably necessary to comply with any such contract.

11.3. Unless a change is otherwise noted at the clause where it appears, the following changes in terminology shall apply whenever a reasonable interpretation of the context of the provisions so requires in order properly to express the subcontract relationship between Buyer and Seller:

The term “Goodyear” shall mean “The Goodyear Tire & Rubber Company.”

The term “Contractor” shall mean “Seller.”

The term “contract” or “grant” shall mean this “Agreement.”

The term “Contracting Officer” shall mean “Goodyear Subcontract Administrator.”

The term “subcontract” shall mean “lower tier subcontract.”

12. ADDITIONAL PROVISIONS

12.1. This Agreement may not be amended or varied except by an instrument in writing duly executed by the parties hereto.

12.2. Title shall pass at the same time as risk of loss passes pursuant to INCOTERMs 2000 term.

12.3. At Seller’s option, any Agreement obligation of Seller may be performed by Styron Europe GmbH, Horgen, Switzerland, or any of its Affiliates. “Affiliates” means any entity that directly or indirectly, through one or more intermediates, now or hereafter, controls or is controlled by, or is under common control with a Party or any entity controlling a Party. For the purposes herein, the term “control” (including the terms “controls”, “controlled by”, and “under common control with”) means the possession, direct or indirect of at least 50% of the ownership. Any deliveries made by an Affiliate of Seller under this Section 12 may be invoiced by such Affiliate of Seller and shall constitute performance of this Agreement by Seller.

12.4. Neither this Agreement, nor any right, claim or duty hereunder, may be assigned or delegated by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

12.5. This Agreement, together with the documents referred to herein, including, but not limited to the Goodyear Global Supplier Quality Manual as signed by Seller’s German Affiliate on July 28, 2010, the Specification and the Buyer or Authorized Participant’s Purchase Order (which shall become a part of

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this Agreement if confirmed by the Seller. Provided, however, that any pre-printed terms and conditions on the back of the Purchase Order, or any preprinted terms and conditions outlined on any of Buyer’s, Authorized Participants’ or Seller’s forms, including but not limited to Seller’s acknowledgement, confirmation, invoice or other documents shall be null and void and not be a part of this Agreement) constitute the sole agreement of the parties with respect to the subject matter hereof, superseding all other representations, agreements, undertakings and understandings, whether oral or written, relating thereto. To the extent the various writings that comprise this Agreement conflict, the order of precedence shall be as follows: the body of this Agreement, the exhibits and schedules attached to the Agreement, the Buyer or Authorized Participant’s Purchase Order(s) and then any other document referred to herein.

12.6. All notices required or permitted to be given hereunder or in connection herewith (including notices relating to any Buyer or Buyer Affiliate) will be given in accordance with the relevant Purchase Order or as follows: (i) Goodyear, at: Corporate Secretary, The Goodyear Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316 USA, with copies to Secretary, Goodyear-SRI Global Purchasing Company at the same address; (ii) Seller, at: Vice President Styron, Emulsions and Polymers, Styron Europe Gmbh, Bachtobelstrasse 3 8810 Horgen, Switzerland cc: General Counsel, Styron LLC Legal Department: Styron LLC, 1000 Chesterbrook Blvd, Suite 300, Berwyn, PA 19312, USA..

12.7. Seller acknowledges that the Goodyear-SRI Global Purchasing Company (“GSGPC”) acts solely as the purchasing agent for Buyer and Authorized Participants in relation to Goods under, and negotiations related to. this Agreement. Seller recognizes and agrees that Buyer is the party to this Agreement and not GSGPC. GSGPC shall have no liability for or obligations related to any contracts, invoices, purchase orders, or other agreements or arrangements for Goods executed by Buyer, the Authorized Participant or its Affiliates or executed by GSGPC on Buyer’s (or any of their Affiliates’) behalf. GSGPC may act as representative in the name and on behalf of the Buyer or any Authorized Participant during the Term of this Agreement.

12.8. This Agreement may be terminated prior to end of the Term upon notice to the non-terminating parties as follows: (i) by Seller, as to Buyer, in the event the Buyer materially breaches this Agreement, (ii) by Buyer, as to Seller, in the event Seller materially breaches this Agreement (including, without limitation, any breaches that result in significant damages or any plant shut-down as to either Buyer or any Affiliate of either Buyer), (iii) as to any party that party breaches this Agreement (other than in respect of any material breach), with respect to the obligations to the breaching party of the party affected by such breach, in the event the affected party provides notice of such breach to the breaching party and the breaching party fails to cure such breach within 45 days after receiving such notice and (iv) immediately, without notice, as to any party in the event bankruptcy, receivership, insolvency or other similar proceedings are filed by or against such party, such party is or becomes insolvent or such party makes an assignment for the benefit of, or an arrangement with, the creditors of such party.

12.9. Termination of this Agreement will not affect the rights of the parties arising prior to termination, and, in the event this Agreement is terminated as to a single Buyer, will not affect the rights of the remaining Buyer.

12.10.	Seller warrants that in its performance hereunder, it will comply with all applicable local, provincial, state, federal laws, rules and regulations, administrative and executive orders, and pertinent government procurement regulations including but not limited to REACH. In addition, Seller shall, at its expense, obtain and maintain all permits and licenses as necessary, and Seller shall give notices and comply with all orders of any public authority bearing on Seller’s performance under this Agreement.
12.11.	If any provision of this Agreement should be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the parties to this Agreement to achieve the intended economic result in a legally valid and effective manner.
12.12.	This Agreement shall be written in English.

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The parties have caused this Agreement to be executed by their duly authorized representatives as of the first date above written.

THE GOODYEAR TIRE & RUBBER COMPANY
By:	/s/ Mark W. Purtilar
	Mark W. Purtilar
	Vice President & Chief Procurement Officer
Attest:
	Assistant Secretary
STYRON EUROPE GMBH
By:	/s/ Chris Pappas
Name:	Chris Pappas
Title:	President & Chief Executive Officer

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SCHEDULE 1.1 THE AUTHORIZED PARTICIPANTS

Region	Participant	Address	Legal Entity	Country	Address
EMEA	GY LUXEMBOURG	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	GY FULDA	Kunzeller Strasse. 59/61 36043 Fulda, Germany	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	GY PHILIPPSBURG	Huttenhelmerlandstraße 105, Postfach 76852, D-76661 Philippsburg	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	DU HANAU	Dunlopstrasse 2, 63450 Hanau Germany	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	DU FUERSTENWALDE	Tränkeweg, Postfach 1440, D-15504 Fürstenwalde	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	DU WITTLICH	Justus von Liebig Straße, D-54516 Wittlich	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	DU AMIENS SOUTH	Avenue Roger du Moulin, CS71337, 80000 AMIENS	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	GY AMIENS NORTH	Avenue Roger du Moulin, F-80084 Amiens Cedex 2	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	DU MONTLUCON	Rue de Pasquis 1, B.P. 3246, F-03106 Montluçon	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	GY WOLVERHAMPTON	Stafford Road, Bushbury, Wolverhampton, West Midlands, WV10 6DH, UK	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	DU BIRMINGHAM	Tyrefort, 88-98 Wingfoot Way, Birmingham, B24 9HY, Great Britain	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	SAVA TIRES	Skofjeloska 6 4000 Kranj Slovenia	Goodyear Dunlop Tires Operations S.A.	Luxembourg	Avenue Gordon Smith, L-7750 Colmar-Berg, Luxembourg
	TC DEBICA	39-200 Debica, UL. I1 Maja 1, Lisa Street Debica, Republic of, Poland	Tire .Company. Debica S.A.	Poland	39-200 Debica, UL. I1 Maja 1, Lisa Street Debica, Republic of, Poland
	GY ADAPAZARI	P.K. 27 Beskopru Mevkil, TR - 54001 Adapazari, Sakarya, Turkey	Goodyear Lastikleri T.A.S.	Turkey	Buyukdere Caddesi, Maslak Meydani, No 41 Levent, Istanbul Turkey
	GY IZMIT	Ankara Yolu - Kullar, TR - 41001 Izmit, Kocaeli, Turkey	Goodyear Lastikleri T.A.S.	Turkey	Buyukdere Caddesi, Maslak Meydani, No 41 Levent, Istanbul Turkey
	GY UITENHAGE	Algoa Rd, PO Box 126, 6230 Uitenhage, South Africa	Goodyear South Africa (Pty) Ltd.	South Africa	Algoa Rd, PO Box 126, 6230 Uitenhage, South Africa

Page 12 of 34

Region	Participant	Address	Legal Entity	Country	Address
ASIA	GY DALIAN	25 Shiqiao Street Shahekou District, Dalian P.R. China 116033	Goodyear Dalian Tire Company Limited	China	25 Shiqiao Street Shahekou District, Dalian P.R. China 116033
	GY PULANDIAN	No. 8 Zhenxin Road, Sea Bay Industrial Park, Pulandian, Liaoning Province, P.R.China	Goodyear Dalian Tire Company Limited	China	25 Shiqiao Street Shahekou District, Dalian P.R. China 116033
	GY BALABGARH	Mathura Road, Ballabgarh- 121004, Dist. Faridabad, Haryana, India	Goodyear India Limited	India	Mathura Road, Ballabgarh-121004, Dist. Faridabad, Haryana, India
	GY AURANGABAD	H-18 MIDC Industrial Area, Waluj, Aurangabad 431136, India	Goodyear South Asia Tyres Private Limited	India	H-18 MIDC Industrial Area, Waluj, Aurangabad 431136, India
	GY MALAYSIA	Lot 51, Persiaran Selangor, Seksyen 15, 40200 Shah Alam, Selangor, Malaysia	Goodyear Malaysia Berhad	Malaysia	Lot 51, Persiaran Selangor, Seksyen 15, 40200 Shah Alam, Selangor, Malaysia
	GY THAILAND	66 Q-House Building, 23rd Floor, Asoke Road, Sukumvit Soi 21, Klongtoey Nue, Wattana District, Bangkok 10110, Thailand	Goodyear (Thailand) Public Company Limited	Thailand	66 Q-House Building, 23rd Floor, Asoke Road, Sukumvit Soi 21, Klongtoey Nue, Wattana District, Bangkok 10110, Thailand
	GY INDONESIA	JL. Permuda No 27, Bogor 16161 HR. Rasuna Said X/5 Kav 2-3, Menara Kadin 30th Fl, Kuningan Timar, Yakarta 12950, Indonesia	PT. Goodyear Indonesia TBK	Indonesia	JL. Permuda No 27, Bogor 16161 HR. Rasuna Said X/5 Kav 2-3, Menara Kadin 30th Fl, Kuningan Timar, Yakarta 12950, Indonesia
	GY JAPAN	338 Nakai Tatsuno-cho, Tatsuno City, Hyogo, 679-4124 Japan	Nippon Giant Tire Kabushiki Kaisha	Japan	338 Nakai Tatsuno-cho, Tatsuno City, Hyogo, 679-4124 Japan
Region	Participant	Address	Legal Entity	Country	Address
LATIN AMERICA	GY VENEZUELA	Carretera Nacional Valencia - Los Guayos, Los Guayos, Estado Carabobo, Venezuela	Compania Anonima Goodyear De Venezuela	Venezuela	Carretera Nacional Valencia - Los Guayos, Los Guayos, Estado Carabobo, Venezuela
	GY PERU	Av. Argentina 6037 Carmen De La Legua Reynoso, Lima, Peru	Compania Goodyear Del Peru SA	Peru	Av. Argentina 6037 Carmen De La Legua Reynoso, Lima, Peru
	GY CHILE	Camino Melipilla Km 16, Maipu, Chile	Goodyear de Chile S.A.I.C	Chile	Camino Melipilla Km 16, Maipu, Chile
	GY COLOMBIA	Calle 10 # D15-39 Corregimiento Arroyohondo Yumbo, Columbia	Goodyear de Colombia S.A.	Colombia	Calle 10 # D15-39 Corregimiento Arroyohondo Yumbo, Columbia
	GY BRAZIL	Rua Dos Prazeres, 284 -Belenzinho - Sao Paulo - Brasil	Goodyear do Brasil Produtos De Borracha Ltda.	Brasil	Rua Dos Prazeres, 284 - Belenzinho - Sao Paulo - Brasil
	GY AMERICANA	Av Anhanguera, km 128 - Salto Grande - Americana - SP - Brasil	Goodyear do Brasil Produtos De Borracha Ltda.	Brasil	Av Anhanguera, km 128 - Salto Grande - Americana - SP - Brasil

Page 13 of 34

Region	Participant	Address	Legal Entity	Country	Address
NORTH AMERICA	GY AKRON	1144 East Market Street Akron, Ohio 44316-0001	The Goodyear Tire & Rubber Company	USA	1144 East Market Street Akron, Ohio 44316-0001
			Goodyear Export, Inc.	USA	1144 East Market Street Akron, Ohio 44316-0001
			Goodyear International Corporation	USA	1144 East Market Street Akron, Ohio 44316-0001
			GIC Latin America	USA	1144 East Market Street Akron, Ohio 44316-0001
	DU BUFFALO	10 Sheridan Drive, Tonawanda, NY 14150	Goodyear Dunlop Tires North America, Ltd.	USA	1144 East Market Street Akron, Ohio 44316-0001
	GY DANVILLE	1901 Goodyear Boulevard, Danville, VA 24541	Goodyear Dunlop Tires North America, Ltd.	USA	1145 East Market Street Akron, Ohio 44316-0001
	GY FAYETTEVILLE	6650 Ramsey Street, Fayetteville, NC 28311	Goodyear Dunlop Tires North America, Ltd.	USA	1146 East Market Street Akron, Ohio 44316-0001
	GY GADSDEN	922 Meighan Blvd, Gadsden, AL 35903-1922	Goodyear Dunlop Tires North America, Ltd.	USA	1147 East Market Street Akron, Ohio 44316-0001
	GY LAWTON	1 Goodyear Blvd, Lawton, OK 73505	Goodyear Dunlop Tires North America, Ltd.	USA	1148 East Market Street Akron, Ohio 44316-0001
	GY MIX CENTER	1376 Tech Way Dr, Akron, OH 44316-0001	Goodyear Dunlop Tires North America, Ltd.	USA	1149 East Market Street Akron, Ohio 44316-0001
	GY SOCIAL CIRCLE	1 Wingfoot Way, Social Circle, GA 30025	Goodyear Dunlop Tires North America, Ltd.	USA	1150 East Market Street Akron, Ohio 44316-0001
	GY TOPEKA	2000 NW Highway 24, Topeka, KS 66618	Goodyear Dunlop Tires North America, Ltd.	USA	1152 East Market Street Akron, Ohio 44316-0001
Region	Participant	Address	Legal Entity	Country	Address
CANADA	GY MEDICINE HAT	1271 12th Street NW, Medicine Hat, Alberta, Canada TIC 1W8	Goodyear Canada Inc	Canada	450 Kipling Avenue Toronto, Ontario M8Z 5E1 Canada
	GY NAPANEE	388 Goodyear Rd., R. R. 7, Napanee, Ontario, Canada K7R 3L2	Goodyear Canada Inc	Canada	451 Kipling Avenue Toronto, Ontario M8Z 5E1 Canada
	GY VALLEYFIELD	2600 Blvd Monseigneur Langlois, Valleyfield, Quebec, CANADA J6S 5G6	Goodyear Canada Inc	Canada	452 Kipling Avenue Toronto, Ontario M8Z 5E1 Canada

Page 14 of 34

SCHEDULE 1.2

THE SPECIFICATION

Product groups	Seller Product trade name	Buyer Product code name:
SSBR Enhanced	Sprintan SLR-4602 Product	Elliptic
SSBR Basic	Sprintan SLR-4601 Product	Batrinic
	Sprintan SLR-4630 Product	Mosellic
	Sprintan SLR-6430 Product	Canaric
ESBR dry	SB1502 Product	Binic
	SB1500 Product	Detrite
ESBR oil extended	SB1723 Product	Comodic
	SB1739 Product	Cheffic

Page 15 of 34

Date: 08-11-03 Code: Batrinic

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address curtis.domdera@goodyear.com

FAX: 1 330 - 796 - 3947

Attn: Curt Dom Dera

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Batrinic    Rev  #  0    Finalized 08-11-03

on all shipments on or after 08-21-03.

Our Trade Name or designation for material confirming with this specification is SE SLR-4601

Producer Plant Location DOW Central Germany, SE plant E94/C85

Company BSL Olefinverbund GmbH, Schkopau

Division Rubber

By	Helwart Arndt	Date	14.08.2003
Title	Quality coordination SE

Your prompt reply is appreciated.

THE GOODYEAR TIRE AND RUBBER COMPANY

Akron, Ohio 44309-3531

December 16, 2010

Dear Supplier

Attached is a copy of the new proposed Purchasing Materials Specification for Goodyear code Binic rev # 4. proposal 2 (your)

You are listed as the contact for this material, please complete and return the information below. If you are not the appropriate person please forward this information to the responsible party in your organization.

Please respond to this specification by marking one of the following:

X	We accept the proposed specification
	We do not accept the specification as written (explain):

Be advised that by signing this form, you agree to exercise care to prevent the disclosure of the proposed Purchasing Materials Specification to any third party.

Signed:
Title:	GLOBAL PRODUCT MANAGER

Any shipments made in the interim period, until this specification becomes final, will be tested against our current specification

Please reply by 11-29-10 as our goal is to implement this as a Final specification approximately three weeks after acceptance. (Actual date will be covered by separate communication).

Please send your response via e-mail as follows:

To:

gplatz@goodyear.com

Or Fax to: 1-330-796-3947.

Thank you,

Gary Platz

Page 17 of 34

Date: 05-13-08 Code: Elliptic

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address gplatz@goodyear.com

Fax 330-796-3947

Attn: Gary Platz

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Elliptic    Rev # 0    Finalized 05-13-08

on all shipments on or after 05-20-08.

Our Trade Name or designation for material confirming with this specification is XZ87082.01

Producer Plant Location Schkopau/Germany

Company Dow

Division Dow Synthetic Rubber

By	Rafael Cayuela	Date	05-14-08
Title	Product Manager Dow Synthetic Rubber
Your prompt reply is appreciated.

THE GOODYEAR TIRE AND RUBBER COMPANY

Akron, Ohio 44309-3531

April 29, 2008

Name Joachim Kiesekamp

Company DOW

Dear Joachim,

Attached is a copy of the new proposed Purchasing Materials Specification for Goodyear code Elliptic rev # 0, proposal 1

(your)

You are listed as the contact for this material, please complete and return the information below. If you are not the appropriate person please forward this information to the responsible party in your organization.

Please respond to this specification by marking one of the following:

X	We accept the proposed specification
	We do not accept the specification as written    (explain):

Be advised that by signing this form, you agree to exercise care to prevent the disclosure of the proposed Purchasing Materials Specification to any third party.

Signed:
Title:	PRODUCT MANAGER

Please reply by 04-14-08 as our goal is to implement this as a Final specification approximately one week after acceptance. (Actual Date will be covered by separate communication.

Please send your response via e-mail as follows (to):

Kelley_Gallagher@goodyear.com    and    gplatz@goodyear.com

Or Fax 1-330-796-3947.

Thank you,

Gary Platz

Tire Materials

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	01-30-08	Material Code:	Elliptic
Proposed:	03-17-08
Finalized:
SIS Effective:
Author:	Andreas Frantzen
Revision: 0 - New purchasing specification

2. Material Description:

This material is a non staining, thio-functionalized, tin coupled, solution polymerized copolymer of butadiene and styrene, containing 21% bound styrene and 50% vinyl-butadiene (of RHC). This material is stabilized by 0.15 PHR of Goodyear approved stabilizers and meets the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1	Form:    Bale, approximately 25 kg
2.2	Color: Off-white
2.3	Specific Gravity: 0.94
2.4	Copper:	ppm,    6.0 Maximum
2.5	Manganese:	ppm,    6.0 Maximum
2.6	Total Ash, %:	0.3 Maximum		Method:	ASTM  D5667
2.7	Tg, C by DSC: -23		+/- 2.0	Method:	ASTM  D3418
	(Inflection pt, 20C/min heating rate)
2.8	Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.
2.9	Age (Suppliers Responsibility): Suppliers can not ship material more than 12 months from date of manufacture.
	Age (Goodyear Plant Responsibility - for Goodyear internal use only): Material must be used in production by 15 months from the date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier

No.	Test Description	SIS#			Target	Tolerance	Method
B1.	Mooney Viscosity, ML 1+ 4, 100C unmassed		(1	)	[*****]	[*****]	ASTM D1646
B2.	Bound Styrene, %		(2	)	[*****]	[*****]	QA 5114-01
B3.	Vinyl-butadiene, % of RHC		(3	)	[*****]	[*****]	QA 5114-01
B4.	Volatile Matter, %		(5	)	[*****]	[*****]	ASTM D5668

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility, test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GTC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No. Test Description Target Tolerance Method

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in The Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials

may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants:

There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

Date: 06-08-04 Code: Mosellic

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address    curtis.domdera@goodyear.com

FAX: 1 330-796-3347

Attn:    Curt Dom Dera

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Mosellic    Rev # 0    Finalized 06-08-04

on all shipments on or after 06-15-04

Our Trade Name or designation for material confirming with this specification is SE SLR-4630

Producer Plant Location DOW Olefinverbund GmbH SE plant Schkopau

Company DOW Europe

Division Synthetic Rubber

By		Date	11.06.2004
Title	H. Arndt (quality coordination SE)

Your prompt reply is appreciated.

DOW RESTRICTED - For internal use only

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	03-04-04	Material Code: Mosellic
Proposed:	05-25-04
Finalized:	06-08-04
SIS Effective:	06-15-04
Author:	Brad Gulas

Revision: 0 - Establish new code and purchasing specification

2. Material Description:

This material is a staining, methoxysilano-functionalized solution polymerized copolymer of butadiene and styrene, containing 25% bound styrene and 47% vinyl-butadiene (of RHC). This polymer has been extended with 37.5 PHR of TDAE oil (Goodyear code Sydnine), stabilized by 0.15 PHR of Goodyear approved stabilizers and meets the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1	Form: bale, approximately 25 kg
2.2	Color: yellowish to dark yellowish
2.3	Specific Gravity: 0.94
2.4	Copper: ppm, 6.0 Maximum
2.5	Manganese: ppm, 6.0 Maximum
2.6	Total Ash, %: 0.3 Maximum	Method:	ASTM D5667
2.7	Tg (inflection pt.), C: -25.5 +/- 2.0	Method:	ASTM D3418
	20C / min heating rate
2.8	Moving Die Rheometer (0.5 deg Arc, 1.7 Hz, 160C)		ASTM D5289
	Standard Formulation		ASTM D3185-2B
	Reference Carbon Black (IRB7)		ASTM D3185
	Mixing Method (Banbury / Mill Mix)		ASTM D3185

1. ML, dNm	2.5	+/- 1.0
2. MH, dNm	14.0	+/- 2.0
3. tsl, min	4.50	+/- 1.0
4. t'50, min	10.5	+/- 1.5
5. t'90, min	16.5	+/- 2.5

2.9	Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.
2.10	Age: Suppliers can not ship material more than 24 months from date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier

No.	Test Description	SIS#	Target	Tolerance	Method
B1.	Mooney Viscosity,	(1)	[*****]	[*****]	ASTM D1646
B2.	Bound Styrene, %	(2)	[*****]	[*****]	QA 5114-01
B3.	Vinyl-butadiene, % of RHC	(3)	[*****]	[*****]	QA 5114-01
B4.	Oil Content, % of RHC	(4)	[*****]	[*****]	ASTM D5774
B5.	Volatile Matter, %	(5)	[*****]	[*****]	ASTM D5668

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. Test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GTC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No.	Test Description	Target	Tolerance	Method
None

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in the Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants:

There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials

Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	07-06-10	Material Code: BINIC
Proposed:	07-23-10
Finalized:	01-04-10
SIS Effective:	01-18-11
Author:	Alesia Salberg

Revision: 4 - Replaces Binic revision 3, finalized 1-25-02

2. Material Description:

This material is a non staining copolymer of butadiene and styrene (SBR), which is free of nitrosamines and nitrosamine generating ingredients. This material is produced by cold emulsion polymerization at 10 °C or lower, emulsified by a mixture of soaps of organic acids, and stabilized with a non-staining antioxidant. This material shall meet the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1	Form: Bale
2.2	Color: Off White
2.3	Specific Gravity:	0.94 Typical	ELATester
2.4	Tg (inflection): °C,	-55 Typical	ASTM D3418
2.5	Total Ash: %,	1.5 Maximum	ASTM D5667
2.6	Extractables: %,	8.0 +/- 2.0	ASTM D5774

2.7 Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.

2.8 Age (Supplier Responsibility): Material cannot be shipped more than 24 months from the date of manufacture.

Stabilizer shall be sufficient to maintain Mooney Viscosity within the age limit

Age (Goodyear Plant Responsibility): Material must be used in production by 27 months from the date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in SIS. Tests are mandatory for Supplier:

No.	Test Description Method	SIS#			Target	Tolerance
B1.	Massed Mooney Viscosity ASTM D1646 ML 1 + 4, 100 °C		(1	)	[*****]	+/- 3.5
B2.	Volatile Matter: %, ASTM D5668		(2	)	[*****]	Maximum
B3.	Bound Styrene: % of RHC, ASTM D5775*		(3	)	[*****]	+/- 1.2
	*equivalent IR and NMR method accepted
B4.	Organic Acid: %, ASTM D5774		(4	)	[*****]	+/- 1.0

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. Test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GIC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GIC*A, GIC*L, or GOCPL.

No.	Test Description	Target	Tolerance	Method
*No C tests*

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in the Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GC-MS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants: There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GIC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

SCHEDULE 1.3

QUANTITIES

Product Group	2011	2012	2013	2014	2015
SSBR Enhanced	[*****]	[*****]	[*****]	[*****]	[*****]
SSBR Basic	[*****]	[*****]	[*****]	[*****]	[*****]
ESBR dry	[*****]	[*****]	[*****]	[*****]	[*****]
ESBR oil ext.	[*****]	[*****]	[*****]	[*****]	[*****]
Contract Year Totals	[*****]	[*****]	[*****]	[*****]	[*****]

The quantities set forth in the table above are in metric tonnes.

Page 30 of 34

SCHEDULE 1.4

THE FIXED FEE TABLE

Product Group	Fixed Fee For 2011 (Euro/mt)	2012 – 2015 Fixed Fee limits range vs 2011 for existing grades of Products (Euro/mt)
SSBR Enhanced	[*****]	[*****]
SSBR Basic	[*****]	[*****]
ESBR Dry	[*****]	[*****]
ESBR Oil Ext.	[*****]	[*****]

Page 25 of 28

SCHEDULE 1.5

BUTADIENE, STYRENE MONOMER AND OIL CONSTITUENTS

Product groups	Seller Product trade name	Buyer Product code name:	Constituents
			BD	SM	Oil
SSBR Enhanced	Sprintan SLR-4602	Elliptic	[*****]	[*****]	[*****]
SSBR Basic	Sprintan SLR-4601	Batrinic	[*****]	[*****]	[*****]
	Sprintan SLR-4630	Mosellic	[*****]	[*****]	[*****]
	Sprintan SLR-6430	Canaric	[*****]	[*****]	[*****]
ESBR dry	SB1500	Detrite	[*****]	[*****]	[*****]
	SB1502	Binic	[*****]	[*****]	[*****]
ESBR oil extended	SB1723	Comodic	[*****]	[*****]	[*****]
	SB1739	Cheffic	[*****]	[*****]	[*****]

Page 26 of 28

SCHEDULE 1.6

DELIVERY LOCATIONS (2011), TRANSPORTATION COST

Country	Location	INCO 2000 Term for 2011		Currency		Freight 2011
EUROPE
France	GY DUNLOP Amiens		DDP		€	[*****]
France	GY Usine Amien		DDP		€	[*****]
France	GY DUNLOP Amiens Montlucon		DDP		€	[*****]
Germany	Fulda		DDP		€	[*****]
Germany	Fuerstenwalde		DDP		€	[*****]
Germany	Hanau		DDP		€	[*****]
Germany	Wittlich		DDP		€	[*****]
Germany	Philippsburg		DDP		€	[*****]
Luxemburg	GY S A / LUXEMBOURG		DDP		€	[*****]
Luxemburg	GY S A / LUX. Rec. Dept.		DDP		€	[*****]
Slovenia	SAVA TIRES DOO		FCA		€	[*****]
Poland	DEBICA SA TYRE CO		FCA		€	[*****]
UK	GY DUNLOP TYRES		DDP		€	[*****]
LATIN AMERICA
Chile	GOODYEAR DE CHILE S A I C		FCA		US$	[*****]
ASIA
China	GOODYEAR DALIAN TIRE		CFR		US$	[*****]
Indonesia	GY INDONESIA TBK		CFR		US$	[*****]
Malaysia	GY MALAYSIA BERHAD		CFR		US$	[*****]
Phillipines	GY PHILIPPINES		FCA		US$	[*****]
Taiwan	GY TAIWAN		CFR		US$	[*****]
Thailand	GY THAILAND PUBLIC		CFR		US$	[*****]
IMEA
India	GY INDIA		CIF		US$	[*****]
S.Africa	GY SA PTY LTD		FCA		US$	[*****]
Turkey	GY LASTIKLERI T A S		FCA		US$	[*****]
NORTH AMERICA
Canada	GOODYEAR CANADA Valleyfield		FCA		US$	[*****]
USA	Akron (Archwood Ave) GY TIRE & RUBBER		FCA		US$	[*****]
USA	Akron (Tech Way Dr)		FCA		US$	[*****]
USA	Akron (mixing center)		FCA		US$	[*****]
USA	Tonawanda		FCA		US$	[*****]
USA	Gadsden		FCA		US$	[*****]
USA	Fayetteville		FCA		US$	[*****]
USA	Oklahoma GY TIRE & RUBBER		FCA		US$	[*****]

Page 27 of 28

SCHEDULE 1.7

REQUIREMENTS FROM GOODYEAR’S GOVERNMENT CONTRACTS

Clause Number	Title
FAR 52.203-13 (Apr. 2010)	Contractor Code of Business Ethics and Conduct
FAR 52.219-8 (May 2004)	Utilization of Small Business Concerns
FAR 52.219-9 Apr. 2008), with Alternate II (Oct. 2001)	Small Business Contracting Plan
FAR 52-222-26 (Mar. 2007)	Equal Opportunity
FAR 52.222-35 (Sept. 2010)	Equal Opportunity for Veterans
FAR 52.222-36 (Oct. 2010)	Affirmative Action for Workers with Disabilities

Clause Number	Title
FAR 52.222-50 (Feb. 2009)	Combating Trafficking in Persons
FAR 52.222-99 (June 2010)	Notification of Employee Rights under the National Labor Relations Act
DFARS 252.225-7009 (July 2009)	Restriction on Acquisition of Certain Articles Containing Specialty Metals
DFARS 252.246-7003 (Jan. 2007)	Notification of Potential Safety Issues
DFARS 252.247-7023 (May 2002)	Transportation of Supplies By Sea

Other Requirements from Prime Contract.

Rated Order. The Prime Contract is a rated order certified for national defense use, and Supplier shall follow all applicable requirements of the Defense Priorities and Allocations System regulation (15 CFR 700), including the requirement to flow down this clause to its suppliers and subcontractors. The priority assigned to this order is DOA4.

Debarment and Suspension. By signing this Agreement, Supplier hereby certifies pursuant to FAR 52.209-6 that neither it, nor its principals are debarred, suspended, or proposed for debarment or suspension by the Federal Government.

Representations required to implement provisions of Executive Order 11246—

Affirmative Action Compliance. To the extent Supplier conducts operations in the United States, Supplier represents that (i) it has developed and has on file, at each establishment, affirmative action programs required by rules and regulations of the Secretary of Labor (41 CFR Parts 60-1 and 60-2).

Page 28 of 28

Author: GPDIS SYSTEM	Dow Europe GmbH
	Bachtobelstrasse 3, P.O. Box
	CH-8810 Horgen
	Switzerland

THE DOW CHEMICAL COMPANY	Page: 1
SPECIFICATION

Date Printed: 28 MAR 2006
SPECIFIED MATERIAL: 00122113-C103	Effective: 14 SEP 2005
	Supersedes: 16 JUN 2005

NAME: SE SLR-4601

MATERIAL DESCRIPTION:

Color: white to yellow

Odor: characteristic

Appearance/Physical State: bales

Description Note:

SE SLR-4601 is a styrene-butadiene synthetic rubber, produced by solution polymerization. It is a product with a medium styrene, a high vinyl content. SE SLR-4601 is partially radial branched, chemically modified and non-staining stabilized. The product is widely used in the tyre industry and also for high-quality technical rubber articles.

TEST REQUIREMENTS

TEST ITEM AND CONDITION	LIMIT	UNIT		METHOD	N
Bound Styrene	[*****]		%	Test method in development		1
Vinyl	[*****]		%	Test method in development		2
Vinyl Content	[*****]		%	Test method in development		3
Volatile Matter	[*****]		%	ASTM D5668		4
Stabilizer	[*****]		% wt	Supplier		5
Ash	[*****]		%	ASTM D5667
Mooney Viscosity ML 1+4, Unmassed	[*****]		unit	ASTM D1646
Mooney Viscosity ML 1+4, Unmassed Maximum Value	[*****]		unit	ASTM D1646
Mooney Viscosity ML 1+4, Unmassed Minimum Value	[*****]		unit	ASTM D1646

Continued on Next Page

DOW RESTRICTED - For internal use only

THE DOW CHEMICAL COMPANY	Page: 2
CUSTOMER SPECIFICATION

SPECIFIED MATERIAL: 00122113-C103 NAME: SE SLR-4601 Effective: 14 SEP 2005

TEST REQUIREMENTS (CONTINUED)

TEST ITEM AND CONDITION	LIMIT	UNIT		METHOD	N
Scorch Time Ts1	[*****]		min	ASTM D5289		6
Scorch Time Ts2	[*****]		min	ASTM D5289
Conversion Time T50	[*****]		min	ASTM D5289
Conversion Time T90	[*****]		min	ASTM D5289
Torque MHF	[*****]		dN.m	ASTM D5289
Torque ML	[*****]		dN.m	ASTM D5289
Tensile Strength	[*****]		MPa	ASTM D412
Ultimate Elongation	[*****]		%	ASTM D412
Modulus 300	[*****]		MPa	ASTM D412

TEST REQUIREMENTS NOTES:

1. FTIR

2. FTIR

3. FTIR

4. 1 hour at 105degr.C in a forced circulation oven, amount 5g

5. HPLC

6. For the rheometric properties of the test compound: test compound 100phr rubber; 50phr IRB7; 1.5phr stearic acid; 3.0phr ZnO; 5.0phr aromatic oil, 1.75phr sulfur; 1.0phr CBS; Monsanto Rheometer MDR2000; T:160degr.C; f:1.7Hz; arc:0.5degr terms of cure: vulcanisation time:20min/ vulcanisation temp. 160 deg.C tensile strength, ultimate elongation and modulus: dumbbell Die C

		Continued on Next Page
	DOW RESTRICTED - For internal use only

THE DOW CHEMICAL COMPANY	Page: 3
CUSTOMER SPECIFICATION

SPECIFIED MATERIAL: 00122113-C103 NAME: SE SLR-4601 Effective: 14 SEP 2005

NOTES

1. Marking on each delivery unit : trade name, producer, company, lot number, net weight.

Packaging, transport, storage: packed in rectangular bales with a weight of 25kg+- 0.5kg, wrapped in PE film with a melting range up to 110°C and thickness of 0.05mm.

The primery film is marked with company symbol and product name.

2. The transport must be carried out in closed boxes. The bales must be placed into the crates in such a way, that they do not glue with the crate. The bales must be protected against contamination and sunlight. Rubber must be stored in a cool, dry place at temperatures below 30°C.

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

DOW RESTRICTED - For internal use only

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	02-24-06	Material Code: Batrinic
Proposed:	03-09-06
Finalized:
SIS Effective:
Author:	Aaron Ryba

Revision:	1	-	Replaces revision 0, finalized on 08-11-03
		-	Change Mooney range to 50.0      5.0

2. Material Description:

This material is a non-staining, Tin-coupled, Amino functionalized solution polymerized copolymer of butadine and styrene, SSBR, with 21% bound styrene, 50% vinyl content (on RHC). This material is stabilized by 0.14 phr of a Goodyear approved AO and meets the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1	Form:   Bale approx. 25kg or approved Goodyear equivalent
2.2	Color:  Off-white
2.3	Specific Gravity:  0.94
2.4	Copper:	ppm,        6.0 Maximum
2.5	Manganese:	ppm,        6.0 Maximum
2.6	Tg, C by DSC: -23.0                +/- 2.0		Method: ASTM D3418
	(Inflection pt, 20C/min heating rate)
2.7	Total Ash, %:	0.30 Maximum	Method: ASTM D5667
2.8	Rheometer		Method: ASTM D5289
	Moving Die Rheometer, (MDR2000, 100 cpm, 0.5 deg arc,160C)
	Compound Formulation (Note 2)
	Lab Banbury / Mill Mix

1.	ML, dN.m	2.00	+/- 0.5
2.	MH, dN.m	17.0	+/- 2.0
3.	ts1, minutes	4.50	+/- 1.0
4.	t’50, minutes	6.50	+/- 1.5

5. t’90, minutes 12.0 +/- 2.5

Note 2: Formulation for Testing Vulcanizate

		Two Stage Banbury Mix
Batrinic	[*****]	[*****]
IRB7	[*****]	[*****]
Oil	[*****]	[*****]
Zinc Oxide	[*****]	[*****]
Stearic Acid	[*****]	[*****]
Total	[*****]	[*****]
First Stage Mix	[*****]	[*****]
Sulfur	[*****]	[*****]
CBS	[*****]	[*****]
Total	[*****]	[*****]

2.9 Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.

2.10 Age: Suppliers can not ship material more than 24 months from date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier

No.	Test Description	SIS#	Target	Tolerance		Method
B1.	Mooney Viscosity Unmassed, ML 1 @ 100C	(1)	[*****]		+/- 5.0	ASTM D1646
B2.	Bound Styrene, %	(2)	[*****]		+/- 1.0	QA 5114-01
B3.	Vinyl Content, % % of RHC	(3)	[*****]		+/- 2.0	QA 5114-01
B4.	Volatile Matter, %	(4)	[*****]		Maximum	ASTM D5668

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. Test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire

Materials, GTC*A, Akron, OH 44309, Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No.	Test Description	Target	Tolerance	Method
None

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in the Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants: There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

THE GOODYEAR TIRE AND RUBBER COMPANY

Akron, Ohio 44309-3531

March 29, 2006

Name Hagen Bartossek

Company DOW

Dear Hagen

Attached is a copy of the new proposed Purchasing Materials Specification for Goodyear code Batrinic rev # 1, proposal 1 (your)

You are listed as the contact for this material, please complete and return the information below. If you are not the appropriate person please forward this information to the responsible party in your organization.

Please respond to this specification by marking one of the following:

X	We accept the proposed specification
	We do not accept the specification as written (explain):

Be advised that by signing this form, you agree to exercise care to prevent the disclosure of the proposed Purchasing Materials Specification to any third party.

Signed:
Title:	PRODUCT DIRECTOR

Please reply by 03-30-06 as our goal is to implement this as a Final specification approximately three weeks after acceptance. (Actual date will be covered by separate communication). (In addition to your acceptance of this specification you must have completed a Goodyear Supplier Quality Audit and a Chemical/Material Information Sheet).

Please send your response via e-mail as follows:

aaron_ryba@goodyear.com and gplatz@goodyear.com

Or Fax 1-330-796-3947.

Thank you,

Gary Platz

Tire Materials

Date: 04-28-06 Code: Canaric

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address gplatz@goodyear.com

FAX: 1 330-796-3947

Attn: Gary Platz

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Canaric Rev # 0 Finalized 04-28-06

on all shipments on or after 05-05-06

Our Trade Name or designation for material confirming with this specification is St SLR 6430

Producer Plant Location SSBR - SCHOPAU / GERMANY

Company DOW EUROPE GMBH

Division DOW SYNTHETIC RUBBER & NORDEL

By	CRAIG ARNOLD	Date 02/05/2006
Title	PRODUCT DIRECTOR

Your prompt reply is appreciated.

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	04-11-06	Material Code: Canaric
Proposed:	04-11-06
Finalized:	04-28-06
SIS Effective:	05-05-06
Author:	Denis Lambert

Revision: 0 - Establish new code and purchasing specification

2. Material Description:

This material is a staining, oil extended, methoxysilano-functionalized solution polymerized copolymer of butadiene and styrene, SSBR, with 40% bound styrene, 14.4% vinyl content (on RHC), stabilized by 0.27 phr of a Goodyear approved stabilizer. Oil used for extension shall be a TDAE type oil with a DMSO extract (IP346) level of < 3.0%. The extender oil shall have a viscosity at 100C of 16-23 cSt (ASTM D445), a density at 15C of 0.93-0.97 g/cm3 (ASTM D4052 / ASTM D1298) and a aromatic carbon type Ca content of 24 % min.(ASTM D2140). The glass transition temperature (Tg) of this oil is typically in the range of -50 to -42 This material meets the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1 Form:     Bale

2.2 Color:    Dark Brown

2.3 Specific Gravity:  0.96

2.4 Copper:          ppm,      6.0 Maximum

2.5 Manganese:    ppm,      6.0 Maximum

2.6 Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.

2.7 Age: Suppliers can not ship material more than 24 months from date of manufacture.

2.8 Tests:

Tg deg C	-34.0	+/-      2.0	D5116-01
(inflection point) 20C/min

Total Ash, % 0.30 Maximum D5667

Rheometer (Note 1)

a. MDR2000, 100 cpm             D5289

0.5 deg arc, 160 C

Lab Banbury Mix (IRB7)    D3185-B2

1. ML, dN.M	-.-	+/-	-.-
2. MH, dN.M	-.-	+/-	-.-
3. tsl, minutes	-.-	+/-	-.-
4. t’50, minutes	-.-	+/-	-.-
5. t’90, minutes	-.-	+/-	-.-
	to be determined

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristics properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier.

No.	Test Description	SIS#			Target	Tolerance	Method
B1.	Mooney Viscosity,     ML 1+4, 100C unmassed		(  1	)	[*****]	+/-      5.0	D1646
B2.	Bound Styrene, % of RHC		(  2	)	[*****]	+/-      1.0	QA5114-01 or IR
B3.	Microstructure a. Vinyl content %		(  3	)	[*****]	+ /-     2.0	QA5114-01 or IR
B4.	Oil Content, % of RHC		(  4	)	[*****]	+/-      2.0	D5774
B5.	Volatile Matter, %     Hot Mill		(  5	)	[*****]	Maximum	D5668

3.2 Materials Reference Test:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GTC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No.	Test Description	Target	Tolerance	Method
None

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in The Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants: There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

Date: 09-21-04 Code: Cheffic

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address gplatz@goodyear.com

FAX: 1 330-796-3947

Attn: Gary Platz

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Cheffic      Rev # 1        Finalized 09-21-04

on all shipments on or after 10-12-04

Our Trade Name or designation for material confirming with this specification is Buna*SB 1739-Schkopau

Producer Plant Location Schkopau- Germany

Company Dow Chemical

Division Synthetic Rubber

By Lars Domogalla                                                                                          Date 10/21/05

Title Quality Coordinator

Your prompt reply is appreciated.

DOW RESTRICTED - For internal use only

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	08-05-04	Material Code: Cheffic
Proposed:	09-06-05
Finalized:	09-21-05
SIS Effective:	10-12-05
Author:	Aaron Ryba

Revision:	1	-	Replaces revision 0, finalized 07-21-04
		-	Change B1. Mooney Viscosity tolerance to +/- 5.0
		-	Change B2. Bound Styrene, % tolerance to + /- 1.5

2. Material Description:

This material is a staining, oil-extended copolymer of butadiene and styrene, IISRP type 1739, which is free of nitrosamine and nitrosamine generating ingredients. This materials is produced by cold emulsion at 10 C or lower, emulsified by a mixture of mixed soaps of fatty acids and rosin acids and stabilized by 0.75 PHR of non-staining antioxidant of phenolic type or 0.3 PHR staining antioxidant of aminic type or an approved equivalent. Extended by 37.5 phr of a TDAE oil which is Goodyear code Sydnine or approved equivalent, this material shall meet the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1 Form: Bale, approximately 25 or 35 kg

2.2 Color: Brown

2.3 Specific Gravity: 0.96

2.4 Copper:	ppm,	6.0 Maximum
2.5 Manganese:	ppm,	6.0 Maximum
2.6 Total Ash,	%:	0.5 Maximum	Method: ASTM D5667

2.7 Moving Die Rheometer (0.5 deg Arc, 1.7 Hz, 160C)	ASTM D5289
Standard Formulation	ASTM D3185-1A
Reference Carbon Black (IRB7)	ASTM D3185
Mixing Method (Banbury / Mill Mix)	ASTM D3185

1. ML, dNm	2.1	+/- 0.5
2. MH, dNm	16.1	+/- 2.5
3. t’25, min	5.7	+/- 1.5
4. t’50, min	7.9	+/- 1.5
5. t’90, min	14.6	+/- 2.5

2.8 Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.

2.9 Age: Suppliers can not ship material more than 24 months from date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier

No.	Test Description	SIS#	Target		Tolerance	Method
B1.	Mooney Viscosity, ML 1+ 4, 100C massed	(1)		[*****]	+ /- 5	ASTM D1646
B2.	Bound Styrene, %	(2)		[*****]	+ /- 1.5	ASTM D5775
B3.	Oil Content, % of RHC	(3)		[*****]	+/- 1.5	ASTM D5774
B4.	Volatile Matter, %	(4)		[*****]	Maximum	ASTM D5668
B5.	Organic Acid, Mixed, %	(5)		[*****]	+/- 1.0	ASTM D5774

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. Test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GTC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No.	Test Description	Target	Tolerance	Method
None

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in the Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants: There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

Date: 09-13-05 Code: Comodic

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address gplatz@goodyear.com

FAX: 1 330-796-3947

Attn: Gary Platz

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Comodic    Rev  #  0    Finalized 09-13-05

on all shipments on or after 10-05-05

Our Trade Name or designation for material confirming with this specification is Buna*SB 1723-Schkopau

Producer Plant Location Schkopau- Germany

Company Dow Chemical

Division Synthetic Rubber

By	Lars Domogalla	Date	10/26/05
Title	Quality Coordinator

Your prompt reply is appreciated.

DOW RESTRICTED - For internal use only

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	06-14-04	Material Code:	Comodic
Proposed:	06-22-04
Finalized:	09-13-05
SIS Effective:	10-05-05
Author:	Brad Gulas
Revision: 0 - Establish new code and purchasing specification

2. Material Description:

This material is a staining, oil-extended copolymer of butadiene and styrene, IISRP type 1723, which is free of nitrosamine and nitrosamine generating ingredients. This materials is produced by cold emulsion at 10 C or lower, emulsified by a mixture of mixed soaps of fatty acids and rosin acids and stabilized by Goodyear Polystay 100, 6PPD or approved equivalent. Extended by 37.5 phr of a TDAE oil which is Goodyear code Sydnine or approved equivalent, this material shall meet the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1	Form: bale, approximately 25 or 35 kg
2.2	Color: brown
2.3	Specific Gravity: 0.94
2.4	Copper: ppm, 6.0 Maximum
2.5	Manganese: ppm, 6.0 Maximum
2.6	Total Ash, %: 0.5 Maximum	Method:	ASTM D5667
2.7	Moving Die Rheometer (0.5 deg Arc, 1.7 Hz, 160C)		ASTM D5289
	Standard Formulation		ASTM D3185-1A
	Reference Carbon Black (IRB7)		ASTM D3185
	Mixing Method (Banbury / Mill Mix)		ASTM D3185

1. ML, dNm	2.3	+/- 0.5
2. MH, dNm	16. 9	+/- 2.5
3. t’25, min	5.4	+/- 1.1
4. t’50, min	6.5	+/- 1.3
5. t’90, min	12.5	+/- 2.0

2.8	Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.
2.9	Age: Suppliers can not ship material more than 24 months from date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier

No.	Test Description	SIS#	Target		Tolerance	Method
B1.	Mooney Viscosity, ML 1+ 4, 100C massed	(1)		[*****]	+ /- 3	ASTM D1646
B2 .	Bound Styrene, %	(2)		[*****]	+/- 1.2	ASTM D5775
B3 .	Oil Content, % of RHC	(3)		[*****]	+/- 1.5	ASTM D5774
B4 .	Volatile Matter, %	(4)		[*****]	Maximum	ASTM D5668
B5 .	Organic Acid, Mixed, %	(5)		[*****]	+/- 1.0	ASTM D5774

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. Test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GTC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No.	Test Description	Target	Tolerance	Method
None

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in the Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants: There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

Date: 08-12-08 Code: Detrite

The Goodyear Technical Center

D/460D

Tire Materials Section

1376 Techway Dr.

Akron, OH 44306

E-mail Address gplatz@goodyear.com

Fax 330-796-3947

Attn: Gary Platz

We acknowledge the receipt of and agree to comply with your Final Material Acceptance Specification covering

code Detrite    Rev # 2    Finalized 08-12-08

on all shipments on or after 09-02-08.

Our Trade Name or designation for material confirming with this specification is Buna SB 1500-Schkopau Range B

Producer Plant Location Schkopau/Germany

Company Dow Olefinverbund GmbH

Division Dow Synthetic Rubber

By Date AUG 12, 2008

Title Product Marketing of unuse

Your prompt reply is appreciated.

THE GOODYEAR TIRE & RUBBER COMPANY

GLOBAL MATERIALS ACCEPTANCE SPECIFICATION

Purchasing Specification

1. Material Code:

Originated:	07-14-08	Material Code: Detrite
Proposed:	07-14-08
Finalized:	08-12-08
SIS Effective:	09-02-08
Author:	Uwe Frank

Revision: 2	–	Replaces revision 1, finalized 05-19-06
	–	Change targets for MH, T10, T50, and T90

2. Material Description:

This material is a staining, emulsion polymerized copolymer of butadiene and styrene, SBR, IISRP 1500 type, having 23.5% bound styrene, which meets the requirements of this specification, including the material test targets and tolerances specified in Sections 3.1 and 3.2.

This material shall be free of extraneous and foreign material and shall conform to the following conditions.

2.1	Form: Bale, approximately 25 kgs or approved equivalent
2.2	Color: Brown to Black
2.3	Specific Gravity: 0.94
2.4	Copper: ppm, 6.0 Maximum
2.5	Manganese: ppm, 6.0 Maximum
2.6	ETA extract, %: 6.5 +/- 1.5	Method:	ASTM D5774
2.7	Ash Content, %: 0.75 Maximum	Method:	ASTM D5667

2.8 Packaging: The Supplier must conform to the requirements documented in Goodyear’s Package label Specification.

2.9 Age: Suppliers can not ship material more than 24 months from date of manufacture.

Age (Goodyear Plant Responsibility – for Goodyear internal use only): Material must be used in production by 27 months from the date of manufacture.

3. Material Testing:

3.1 Materials Acceptance Tests:

B Tests are defined under Section 3.1. are explicitly assured characteristic properties. Test data must be reported for each shipment in S.I.S. Tests are mandatory for Supplier

No.	Test Description	SIS#			Target		Tolerance	Method
B1.	Mooney Viscosity, Massed, ML 1+4, 100C		(1	)		[*****]	+/- 3.0	ASTM D1646
B2.	Bound Styrene %		(2	)		[*****]	+/- 1.0	ASTM D7554
B3.	Organic Acid Content, %		(3	)		[*****]	+ /- 1.1	ASTM D5774
B4.	Volatile Matter, % Forced, circulation oven		(4	)		[*****]	Maximum	ASTM D5668
B5.	Soaps, %		(5	)		[*****]	Maximum	ASTM D5774
B6.	Stabilizer: 6PPD, %		(6	)		[*****]	+/- 0.08	Note 1

Rheometer (MDR2000E) (100cpm, 0.5 deg arc, 160C)

Standard Compound Formulation: ASTM D3185-1A or ISO 2322

Reference Carbon Black: IRB7

Lab Banbury / Mill Mix

B7.	ML,    dN.m	(7	)	[*****]	+/- 0.40	ASTM D5289
B8.	MH,    dN.m	(8	)	[*****]	+/- 1.80	ASTM D5289
B9.	t’10, minutes	(9	)	[*****]	+/- 0.40	ASTM D5289
B10.	t’50, minutes	(10	)	[*****]	+/- 0.80	ASTM D5289
B11.	t’90, minutes	(11	)	[*****]	+/- 1.50	ASTM D5289

Note 1: Supplier Method to be used only until Goodyear QA method is established.

3.2 Materials Reference Tests:

C Tests are for initial material approval, re-approval as defined in Goodyear’s Global Supplier Source Approval Procedures, new test introductions, and quality monitoring. Testing is required on a frequency of 1 test per quarter for each approved supplier location. The specific test sample should be from a lot that is being shipped to a Goodyear or Goodyear affiliated facility. test results identified by the lot number, manufacture date and shipping date of the material tested should be sent to Tire Materials, GTC*A, Akron, OH 44309. Testing may also need to be reported when required by Goodyear SQA, GTC*A, GTC*L, or GOCPL.

No. Test Description Target Tolerance Method

4. Supplier Compliance Requirements:

4.1 The Supplier is responsible for obtaining regulatory registration and/or notification of this product, and its chemical composition, in all countries as follows:

1. Countries in which the material is produced.

2. Countries to which the Supplier ships the material for use in The Goodyear and Goodyear affiliated manufacturing locations.

4.2 On all materials, Goodyear reserves the option of a compound test and/or a factory trial as a deciding factor on the acceptance or rejection of any material. Testing may involve analytical methods such as GPC, HPLC and GCMS, as appropriate. Compound testing may include conventional or special test methods, and factory trials may range from mixing, extrusion, calendering, and/or tire building & testing.

4.3 Changes in Material Manufacturing or Manufacturing Plants: There shall be no change in the types of raw materials, method of production, and/or plant location used in the manufacturing of this Goodyear material code without approval of both the responsible Regional Purchasing Department and Akron Tire Materials Section (including approval recommendations from GTC*L Materials).

4.4 Test data reported in Sections 3.1 and 3.2 and material property characteristics stated in Section 2 are explicitly assured and meet the raw materials specification as detailed in this document.

4.5 The material as received at a Goodyear or Goodyear affiliated facility will be in conformance to Goodyear’s Packaging and Labeling Specification. The supplier is obligated to obtain a current copy of this specification.

4.6 The materials as received at a Goodyear or Goodyear affiliated receiving facility will be within the age limits specified in Goodyear’s policy controlling age limits.

4.7 It is a requirement that all suppliers use the Supplier Information System (SIS) when sending Certificates of Analysis (COA) quality data on each shipment. If multiple production lots of a product are sent, quality data for each lot must be entered.

EX-10.16

1

Exhibit 10.16

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

SUPPLY AGREEMENT

1. Preamble

This is an Agreement for Hankook Tire Co. Ltd., 647-15 Yeoksam-dong, Gangnam-gu, Seoul 135-723 Korea, its affiliates and subsidiaries (hereafter called “Hankook”) to purchase synthetic rubbers from Dow Europe GmbH, Bachtobelstrasse 3, CH-8810 Horgen, Switzerland (hereafter called “Dow”).

Whereas, in consideration of the mutual benefits for Hankook and Dow, both parties discussed and agreed upon their further cooperation for 2010 to 2014 in this supply agreement.

Whereas, Hankook intends to strengthen its cooperation with its most important suppliers and wishes to expand its scope of cooperation with them as strategic parties, Hankook considers that Dow’s support is an important element of Hankook’s commercial success.

Hankook and Dow hereby agree to this long term agreement, which covers guarantees for long term supply and competitive pricing.

2. Products Covered under this Agreement

• Dow ESBR Products meeting the Dow sales specifications

• Dow BR Products meeting the Dow sales specifications

• Dow SSBR Products meeting the Dow sales specifications

Collectively, the “Products”.

3. Volume

The annual quantities in metric tonnes to be supplied by Dow and to be taken by Hankook, subject to the conditions enumerated below, will be:

Grade	Geography	2010		2011		2012		2013		2014
ESBR	Pacific		[*****]		[*****]		[*****]		[*****]		[*****]
	Hungary		[*****]		[*****]		[*****]		[*****]		[*****]
PBR	Pacific		[*****]		[*****]		[*****]		[*****]		[*****]
	Hungary		[*****]		[*****]		[*****]		[*****]		[*****]
SSBR	Pacific		[*****]		[*****]		[*****]		[*****]		[*****]
	Hungary		[*****]		[*****]		[*****]		[*****]		[*****]
Total			[*****]		[*****]		[*****]		[*****]		[*****]

1) The parties acknowledge that the actual consumption figures for Hankook may change as related market conditions fluctuate. However, the quantities presented above are subject to change only as provided in Section 3.3 below or upon the mutual written agreement of both parties in their sole discretion.

2) Hankook must place its orders for any given month by the [*****] day of that month.

3) The volumes presented above may be [*****]

4) [*****]

5) The annual volume per geography will be [*****]

2

4. Prices

Prices will be established by Dow [*****]

[*****]

[*****]

[*****]

[*****]

Governmental Controls: If the price, freight allowance, or terms of payment, or any price increase, or change in freight allowance, or terms of payment under this Agreement, or Dow’s ability to make such increase or change, should be altered or prohibited by reason of any law, government decree, order or regulation, Dow may cancel this Agreement upon [*****] days written notice. However, at it’s option, Dow may by written notice elect to postpone the effective date of any such price increase or proposed change to the extent so prevented until such date or dates as it is not so prevented. By electing to postpone rather than cancel, Dow will not waive its right to cancel thereafter because of such continued or further alterations or prohibitions.

Hardship clause. If at any time during the term of this Agreement there is substantial change in the economic, technological or market conditions which is supported by documentary evidence that may be admissible in the Court of law, which will make unrealistic or unfair the performance of this Agreement by either

3

party then the aggrieved party can request a meeting with the other party to agree on a fair adjustment of such terms. In the event that during a period of 3 (three) months an agreement cannot be reached, this contract shall be deemed terminated by mutual agreement.

Intermediary agent. Uniwell Corporation, 135-918 West 1105, Hanshin Intervalley, 707-34, Yeoksam-Dong, Gangnam-Gu, Seoul, Korea, act as a service provider to facilitate commercial discussions between the parties. The remuneration and duration of this service is described in a separate agreement between Dow and Uniwell.

5. Delivery Conditions

- DDP Hungarian Plant as defined in Section 6

- CIF Asian ports for Pacific as defined in Section 6

Trade terms shall be interpreted in accordance with Incoterms 2000. Title shall pass to Hankook at the same time as the risks of loss or damage under Incoterms 2000. Hankook shall schedule deliveries of the Product in accordance with the allocation. Where the price provides for absorption by Dow of any portion of the freight charges, or where Dow provides the transportation equipment at its cost, Dow shall have the right to select the means of transportation. Where the price provides for payment by Hankook of any portion of the freight charges, the freight charges will be those in effect at the date of shipment

6. Destinations

• Hankook Tire in Hungary and it’s associated warehouse(s)

• Main Asian ports as is normal for supply for Hankook Pacific

7. Payment Conditions

• Hungary    -    [*****]

• Pacific        -    [*****]

8. Duration of the Agreement

4

This Agreement will take effect on January 1^st 2010 and will expire on December 31st 2014.

9. Force Majeure

1) Dow and Hankook shall not be considered in default of any of the terms hereof on account of any delay or failure to perform any provision of this Agreement, if such delay of failure arises directly or indirectly from any act of God, war, insurrection, riots, strikes, embargoes, accident, mechanical breakdown of facilities, fire, labor trouble, acts of governmental authority, unusually severe weather conditions or other conditions beyond the reasonable control of Dow or Hankook, respectively.

2) If Dow or Hankook is prevented from performing this Agreement because of events of force majeure, it shall promptly notify the other parties of the occurrence of such events together with a description thereof and an estimation of the length of the delay.

10. Confidentiality

During the course of the term of this Agreement, Dow and its subcontractors may have access to information of a confidential and proprietary nature. Such confidential information may include, without limitation, membership lists, information about trade secrets, costs, markets, strategies, plans for future development and any other development, and any other information of Hankook of a similar nature. Dow hereby expressly covenant and agree that, anytime during the term or after termination or expiration of this Agreement, Dow shall not use, furnish, or disclose any confidential or proprietary information to any other person, corporation, association, or other entity without the written consent of Hankook.

11. Commitments

5

1) Dow undertakes that the Products will at the time of delivery meet Dow’s then current Sales Specifications. Dow will notify Hankook if Sales Specifications are changed. All descriptions, drawings, photographs, illustrations, performance and technical data, dimensions, weights and the like, contained in any promotional or technical literature issued by Dow are subject to variation without notice and are not designed to constitute Sales Specifications.

2) Dow will supply Hankook with current Material Safety Data Sheets (MSDS) regarding the Products.

3) Dow will convey the Products with good title, free from any lawful lien or encumbrance.

4) Hankook will (i) familiarize itself with any product literature or information Dow provides under Dow’s product stewardship program, including MSDS, (ii) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Hankook’s use of the Product requires and instruct its employees, contractors, agents and customers in these practices and (iii) take appropriate action to avoid spills or other dangers to persons, property or the environment. Dow may cancel this Agreement on [*****] days notice if Hankook fails to comply with any of its commitments under this subsection.

5) Dow warrants only that the manufacture of the Product covered by this Agreement does not infringe any Letters Patent of the country of manufacture.

6) The commitments set out in Sections 1, 3 and 5 above are Dow’s sole warranties in respect of the Product. ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE PRODUCT SUPPLIED UNDER THIS AGREEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED.

7) Hankook shall inspect the Product supplied under this Agreement immediately after delivery. If any of the supplied Product is rejected because of non-conformity to specifications, Hankook shall have the right to return it to Dow only after inspection by Dow and receipt of definite shipping instructions from Dow, such inspection to be made

6

and instructions to be given by Dow within [*****] days after notice of rejection by Hankook. Either (1) failure to give written notice of any claim within ninety [*****] from the date of delivery, or (2) use of the Product supplied under this Agreement, constitutes an unqualified acceptance of such Product by Hankook and a waiver by Hankook of all claims in respect of such Product.

8) In the event of any liability by either party whether arising from breach of contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the contract price for the Product with respect to which damages are claimed. In no event shall either Dow or Hankook be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Agreement.

12. Non-Performance

1) If Hankook fails to perform any of the terms of this Agreement when due, Dow may, at its option, decline to make further deliveries against this Agreement, except for cash, or may recall or defer shipments until such default is made good, or may treat such default as final refusal to accept further shipments and cancel this Agreement.

2) Dow reserves the right, without prejudice to Hankook’s liability to pay on the due date, to charge interest on any overdue balance of a rate equal to the one month LIBOR interest for the currency invoiced, as fixed by the British Bankers Association on the last business day of the month preceding the date of payment, plus five percent (5%) points. Such right is in addition and without prejudice to any other rights Dow may have under this Agreement.

13. Miscellaneous

1) This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior (written and/or verbal) agreements, negotiations and discussions between the parties relating to it. By ordering any of the Products detailed in this Agreement, Hankook agrees to all the terms and conditions contained on both sides of this document which override any additional or different terms

7

or conditions included in Hankook’s purchase order or referred to by Hankook.

2) Save as expressly provided in this Agreement, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorized representative of each of the parties to it.

3) No party shall, without the prior written consent of the other parties, assign, transfer, charge or deal in any other manner with this Agreement or its rights under it or part of it, or propose to do any of the same, nor subcontract any or all of its obligations under this Agreement. Provided however, Hankook hereby consents to Dow’s potential future assignment of this contract and all of its rights and obligations hereunder to any Affiliate or third party purchaser of all or substantially all of the assets related to Dow’s synthetic rubber business. Dow shall provide Hankook with notice of any such assignment. “Affiliate” means any subsidiary, legal entity, or joint venture in which The Dow Chemical Company (with respect to Dow) directly or indirectly holds an ownership interest of at least 50%.

4) The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

5) If any part of this Agreement becomes invalid, illegal or unenforceable, the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement. Failure to agree on such a provision within [*****] months of commencement of those negotiations shall result in automatic termination of this Agreement. The obligations of the parties under any invalid, illegal or unenforceable provision of the Agreement shall be suspended during such a negotiation.

6) Any notice required to be given pursuant to this Agreement shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) to the address of the relevant party set out in this

8

Agreement or such other address as either party notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand) and when received (if sent by post).

7) This Agreement shall be governed by and construed in accordance with the laws of Switzerland. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980).

8) Any and all disputes arising from or in connection with this Agreement that cannot be amicable settled between the parties, shall be finally settled in accordance with the arbitration rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall take place in Zurich, Switzerland. The arbitral procedure shall be conducted in the English language. Each party shall be responsible for its own costs related thereto, but shall share equally the fees and expenses of the arbitrator. The arbitration award shall be final and binding on all parties.

9) At Dow’s option, any obligation under this Agreement may be performed by The Dow Chemical Company or any of its affiliates. Any deliveries made under this condition may be invoiced by such affiliate and shall constitute performance of this Agreement by Dow.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the latest date written under the parties respective signatures below.

	Hankook Tire Co Ltd.		Dow Europe GmbH
BY:	/s/ Jeong Ho Park	BY:	/s/ Markus Wildi
NAME:	Jeong Ho Park	NAME:	Markus Wildi
TITLE:	Vice President/Purchasing	TITLE:	President - Dow Europe GmbH
DATE:	July 24, 2009	DATE:	July 10, 2009

9

APPENDIX 1. Annual Fees and Volumes 2010 (*Appendices 2-5 follow after subsequent annual agreement):

					2010
		Fee (€/mt)	Freight (€/mt)	Qty (mt)
				Q1	Q2	Q3	Q4	Total
SB1500	PAC
	HUN
SB1502	PAC
	HUN
SB1712	PAC
	HUN
SB1723	PAC
	HUN
SB1739	PAC
	HUN
ESBR total									[*****]
cis132	PAC
	HUN
PBR total									[*****]
4601	PAC
	HUN
6430	PAC
	HUN
4630	PAC
	HUN
XZ 87082	PAC
	HUN
XZ 87084	PAC
	HUN
SSBR total									[*****]
Grand Total									[*****]

10

EX-10.17

Exhibit 10.17

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

EXECUTION VERSION

AMENDED AND RESTATED

PS SALES CONTRACT (FOAM)

BETWEEN

STYRON EUROPE GMBH

AND

DOW EUROPE GMBH

AMENDED AND RESTATED SALES CONTRACT (this “Contract”)

STYRON EUROPE GmbH (“Seller”) agrees to sell to DOW 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”).
Product	PS680, PS641, PS646, PS640
Specification	See attached
Quantity	Estimated annual volume: 80Kt to 100Kt for foam grades Year 1: 100% of Buyer requirements estimated to be 80Kt
	Every year thereafter based on an annual forecast due twenty (20) working days before the end of the calendar year to reflect the following percent of buyer’s needs: Year 2: 80% of Buyer requirements for Product Year 3: 70% of Buyer requirements for Product Year 4: 70% of Buyer requirements for Product Year 5: 60% of Buyer requirements for Product
	For purposes hereof, “Buyer requirements” shall be limited to Buyer’s facilities at the following locations:
	Kings Lynn, UK Norrkoping, Sweden Estarreja, Portugal Correggio, Italy Balaton, Hungary Drussenheim, France Rheinmunster, Germany Schkopau (Dow Central Germany), Germany Terneuzen, the Netherlands Tessenderlo, Belgium (For the avoidance of doubt, Tessenderlo is currently not qualified to produce foam feedstock grades. However, Seller’s intent is to qualify STYRON 640 in Tessenderlo to ensure Buyer’s needs are covered during force majeure situations and/or during plant shutdowns for Schkopau. Upon qualification of product grade and its specifications, Tessenderlo will be an option for Seller to supply Buyer for the specific grades qualified.)
Period of Contract	Five (5) years from Effective Date
Shipment Minimum Per Year Method	Estimated volume as shown above Bulk Shipment
Price (subject to Section 6 of the General Terms and Conditions hereof)	A. European Domestic FDEU ICIS Average * (1- 17%) - €45/MT (Freight) plus actual freight. The FDEU ICIS Average will be adjusted on a monthly basis using the immediately preceding month average.
	Where €45 fee represents an average freight cost for Polystyrene sellers in NWE and will be adjusted annually with inflation.
	B. In order to ensure the Price remains reflective of a large volume

2

	[*****]
Delivery Terms	DDP delivery points
Terms of Payment	[*****] days from date of invoice
Amendment and General Release	The PS Sales Contract (Foam), dated as of April 1, 2010, between Styron Europe GmbH and Dow Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be effective as of 11:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 11:59p.m. Eastern Daylight Time on June 16, 2010

3

pursuant to the Initial Contract

[SIGNATURE PAGE FOLLOWS]

4

This Contract shall come into effect when signed and returned by Buyer to Seller within thirty (30) days of the date of signature by Seller.

	STYRON EUROPE GMBH		DOW EUROPE GMBH
	BY:	/s/ Stephen Doktycz	BY:	/s/ Stephen Doktycz
	NAME: Stephen Doktycz		NAME: Stephen Doktycz
	TITLE: Authorized Representative		TITLE: Authorized Representative
	Date Executed: June 17, 2010		Date Executed: June 17, 2010
	STYRON EUROPE GMBH
	BY:	/s/ Timothy King
	NAME: Timothy King
	TITLE: Authorized Representative
	Date Executed: June 17, 2010

[Signature Page to Amended and Restated PS Sales Contract (Foam)]

GENERAL TERMS AND CONDITIONS

1. Interpretation of Trade Terms

Trade terms shall be interpreted in accordance with lncoterms 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under Incoterms 2000. If this Contract does not specify trade terms as defined in Incoterms 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier.

2. Seller’s Commitments

2.1 Seller undertakes that the Product will at the time of delivery meet Seller’s then current Sales Specifications. Seller will notify Buyer if Sales Specifications are changed. All descriptions, drawings, photographs, illustrations, performance and technical data, dimensions, weights and the like, contained in any promotional or technical literature issued by Seller are subject to variation without notice and are not designed to constitute Sales Specifications.

2.2 Seller will supply Buyer with current Material Safety Data Sheets (MSDS) regarding the Product.

2.3 Seller will convey the Product with good title, free from any lawful lien or encumbrance.

3. Responsible Practices

3.1 Buyer will (i) familiarise itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (ii) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors agents and customers in these practices and (iii) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer is in default of any of its commitments under this Section, Seller will provide Buyer with thirty (30) days to cure such default. If Buyer does not cure such default within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days (“Suspension Period”). Upon the end of the Suspension Period, if Buyer has not cured such default, Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by such failure to comply.

3.2 Notwithstanding the provisions of Section 5 hereof, Buyer will indemnify Seller for all claims, damages and related costs, including reasonable attorney fees, arising out of Buyer’s non-compliance with any of its commitments under Section 3.1 above.

4. Patents/Trademarks

Seller warrants only that the manufacture of the Product covered by this Contract does not infringe any Letters Patent of the country of manufacture. Buyer assumes all responsibility for use of any design, trademark, trade name, or part thereof, appearing on the Product at Buyer’s request.

5. Warranty/Liability

5.1 The commitments set out in Sections 2 and 4 above are Seller’s sole warranties in respect of the Product. ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE PRODUCT SUPPLIED UNDER THIS CONTRACT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED.

5.2 Buyer shall inspect the Product supplied under this Contract immediately after delivery. If any of the supplied Product is rejected because of non-conformity to specifications, Buyer shall have the right to return it to Seller only after inspection by Seller and receipt of definite shipping instructions from Seller, such inspection to be made and instructions to be given by Seller within [*****] days after notice of rejection by Buyer. Either (1) failure to give written notice of any claim within [*****] days from the date of delivery, or (2) use of the

6

Product supplied under this Contract, constitutes an unqualified acceptance of such Product by Buyer and a waiver by Buyer of all claims in respect of such Product.

5.3 In the event of any liability by either Party whether arising from breach of contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the contract price for the Product with respect to which damages are claimed. In no event shall either Seller or Buyer be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract.

6. Price and Terms

[*****]

7. Schedule of Deliveries

Buyer shall schedule deliveries of the Product [*****]

8. Ordering and Forecasting

For planning purposes, Buyer will place purchase orders for each the following month within ten (10) working days of the month for which the orders are placed and provide a non-binding forecast for the following two (2) months.

Upon termination of this Contract for any reason, Buyer will be obligated to purchase inventory Seller has built on Buyer’s behalf according to this forecast.

9. Transportation

Where the price provides for absorption by Seller of any portion of the freight charges, or where Seller provides the transportation equipment at its cost, Seller shall have the right to select the means of transportation. Where the price provides for payment by Buyer of any portion of the freight charges, the freight charges will be those in effect at the date of shipment.

10. Delivery Equipment

During the time that Seller’s delivery equipment is in the possession of Buyer, Buyer shall be liable to Seller for damages or destruction of such equipment attributable to Buyer. All repairs to equipment shall be made under the supervision or direction of Seller.

11. Force Majeure

In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labor trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, interfering with the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged The reasonable decision of the Party affected as to the quantities of Product affected shall be final and binding. The affected Party shall decide at its reasonable discretion on the

7

quantities of Product affected and the allocation of the reduced quantities to be sold or purchased.

12. Governmental Controls

[*****]. Seller and Buyer agree to address the impacts of such changes in regulatory conditions and attempt to negotiate new terms in good faith. In the event that Seller and Buyer are unable to agree upon how to address the impacts of changes in regulatory conditions within [*****] days after initiating such negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within [*****] days of elevation, then the pricing negotiation becomes a dispute arising under this Contract and is settled pursuant to Section 17 of the General Terms and Conditions hereof; provided, however, that during periods of such arbitration the existing price mechanism shall continue until the resolution of such arbitration. Fees and costs of the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues such decision.

13. Non-performance

13.1 If Buyer fails to make a payment under this Contract within [*****] days following notice by Seller that payment is due, Buyer shall be in default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or decline to make further deliveries against this Contract, except for cash. If Buyer fails to make payment under this Contract following a [*****] day notice by Seller, then Seller may treat such failure to cure by Buyer as final refusal to accept further shipments and may cancel this Contract.

13.2 Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date, to charge interest on any overdue balance of a rate equal to [*****]. Such right is in addition and without prejudice to any other rights Seller may have under this Contract.

13.3 If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then Seller may, after [*****] day’s prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other security.

14. Assignment of Contract and/or Claims

This Contract may not be assigned by Seller by operation of law or otherwise without the express written consent of Buyer, which consent may only be withheld if assignee is determined by Buyer to be a competitor of Buyer or any of Buyer Affiliates’ businesses that are located at the sites subject to this Contract or if Buyer deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any assignment by Seller must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Buyer. Any attempted assignment without such consent from Buyer shall be null and void; provided, however, that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect delivery of the Product and invoice Buyer directly). “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be otherwise assigned by Buyer to any third

8

party without the consent of Seller, except any assignment or partial assignment of this Contract does not require consent of Seller when such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture by Buyer of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Buyer and relating to, all or substantially all of the assets or properties of Buyer to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Buyer under this Contract through the execution of an assignment and assumption agreement, Buyer shall be released from all obligations and liabilities under this Contract. In addition, both Buyer and Seller may assign their respective claims under this Contract to third parties. Agreed quantifies and other terms shall not be affected by an assignment.

15. Non-waiver

Failure to exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion.

16. Severability of Provisions

Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to achieve the intended economic result in a legally valid and effective manner.

17. Applicable Law

This Contract shall be governed by and construed in accordance with the laws of Switzerland.

The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract. All disputes arising under this Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules Arbitration shall take place in Zurich, Switzerland. The language of the arbitration shall be English.

18. Controlling Terms & Amendments

By ordering any of the Product detailed in this Contract, Buyer agrees to all the terms and conditions contained on both sides of this document which override any additional or different terms or conditions included in Buyer’s purchase order or referred to by Buyer. Any amendments or additions to this Contract shall be valid only if in writing and signed by both Parties.

19. No Set-off

Regardless of any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such Party to the other Party, whether under this Contract or otherwise.

9

Author: GPDIS SYSTEM

THE DOW CHEMICAL COMPANY SALES SPECIFICATION NOT FOR CUSTOMER USE Page: 1

Date Printed: 22 FEB 2010

SPECIFIED MATERIAL: 00030829-S QAC: 369 Effective: 22 MAY 2007

Supersedes: 05 JAN 2004

NAME: Polystyrene 680E Foam Feedstock

MATERIAL DESCRIPTION:

Color: clear

Odor: odorless

Appearance/Physical State: granules

TEST REQUIREMENTS

TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
MFR, 200C/5.0kg, per 10min	[*****]	g	ASTM D1238	1
Vicat, 10N, 120C/h	[*****]	degC	ASTM D1525

TEST REQUIREMENTS NOTES:

1. Melt Flow Rate should be measured “hot” from the train, or conditioned a minimum of two hours, at 80 degC, before analysis.

EXTERNAL NOTES

1. Available in granulation 7.

REVISION NOTES

22 MAY 2007 U921148

Per SDT STY07C003:

05 JAN 2004 U918910

SMCs were combined

14 OCT 2003 U915588

Specification-S has been transferred to SMC 32414 for SMC collapse as requested by M. Gladu. This specification is being activated and discontinued to archive the collapse process only.

08 FEB 2001 U064726

Revised to reformat for migration into RM-QSS.

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

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THE DOW CHEMICAL COMPANY SALES SPECIFICATION NOT FOR CUSTOMER USE Page: 2

SPECIFIED MATERIAL: 00030829-S Effective: 22 MAY 2007

NAME: Polystyrene 680E Foam Feedstock

REVISION NOTES (CONTINUED)

13 JUL 1999 U064726

Revised to add BSL as a qualified producer and to add methods without dates in the Test Requirement section.

23 DEC 1997 U723896

Converted from QAIS to GPDIS.

SALES SPECIFICATION APPROVAL

NAME	USER ID	RESPONSIBLE	FUNCTION DATE
WHITMORE, PETER	U761870	PD	22 MAY 2007
POLDERMAN, CHRIS C	U723896	QSA	22 MAY 2007
LOZIER, ALMA M	U921148	QSA	22 MAY 2007
HOVERMAN JR, DANIEL L	U814792	QSS	22 MAY 2007

* * * * DOW CONFIDENTIAL * * * * Last Page

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This is a system message, generated by P2114BRA 10/02/22 06:14:41 Please do not reply to this message directly. The mailbox where this message was sent from is not actively monitored.

P2114BRA 10/02/22 06:14:41

7977688617118016817318386687779

12

THE DOW CHEMICAL COMPANY SALES SPECIFICATION NOT FOR CUSTOMER USE Page: 1

Date Printed: 22 FEB 2010

SPECIFIED MATERIAL: 00128352-S QAC: 369 Effective: 25 AUG 2008

Supersedes: 22 MAY 2007

NAME: Polystyrene 646 Foam Feedstock

MATERIAL DESCRIPTION:

Color: colorless

Odor: odorless

Appearance/Physical State: granules

TEST REQUIREMENTS

TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
MFR, 200C/5.0kg, per 10min	[*****]	g	ASTM D1238	1
Vicat, 10N, 120C/h	[*****]	degC	ASTM D1525

TEST REQUIREMENTS NOTES:

1. Melt Flow Rate should be measured “hot” from the train, or conditioned a minimum of two hours, at 80degC, before analysis.

REVISION NOTES

25 AUG 2008 U921148

Per SDT STYEU08H001, updated MFR from 25-31 to 28-34.

22 MAY 2007 U921148

Per SDT STY07C003:

Color changed from “clear” to “colorless”.

Appearance changed from “solid” to “granules”.

Added MFR note.

08 OCT 2002 U918910

Sales spec created for QSS

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

13

THE DOW CHEMICAL COMPANY SALES SPECIFICATION NOT FOR CUSTOMER USE Page: 2

SPECIFIED MATERIAL: 00128352-S Effective: 25 AUG 2008

NAME: Polystyrene 646 Foam Feedstock

SALES SPECIFICATION APPROVAL

NAME	USER ID	RESPONSIBLE	FUNCTION DATE
WHITMORE, PETER	U761870	PD	25 AUG 2008
POLDERMAN, CHRIS C	U723896	RM-QSS	25 AUG 2008
LOZIER, ALMA M	U921148	QSA	25 AUG 2008
HOVERMAN JR, DANIEL L	U814792	QSS	25 AUG 2008

* * * * DOW CONFIDENTIAL * * * * Last Page

14

This is a system message, generated by P2114BRA 10/02/22 06:14:04 Please do not reply to this message directly. The mailbox where this message was sent from is not actively monitored.

P2114BRA 10/02/22 06:14:04

7977688617118016817318386687779

15

Author: GPDIS SYSTEM

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 1

Date Printed: 27 JAN 2010

SPECIFIED MATERIAL: 00051386-P QAC: 369 Effective: 24 NOV 2008

Supersedes: 22 JUL 2008

NAME: Polystyrene 641 Foam Feedstock

MATERIAL DESCRIPTION:

Color: colorless

Odor: odorless

Appearance/Physical State: granules

Description Note:

A GENERAL PURPOSE POLYSTYRENE FOR USE AS STYROFOAM (R) FEEDSTOCK

QUALIFIED LOCATIONS:

EUROPE:

DCG - SCHKOPAU

TEST REQUIREMENTS

TEST ITEM AND CONDITION	LIMIT	UNIT		METHOD	N
MFR, 200C/5.0kg, per 10min	[*****]		g	ASTM D1238		1
35 Aim
Molecular Weight, Mz	[*****]			DOWM 101551
390000 Aim
Molecular Weight Fraction >1MM	[*****]		%	DOWM 101551
0.7 Nom
Molecular Weight, Mw/Mn	[*****]			DOWM 101551
4.6 Nom
Molecular Weight Mn	[*****]			DOWM 101551
Molecular Weight Mw	[*****]			DOWM 101551
165000 Aim
Zinc Stearate	[*****]		ppm	DOWM 101840		2
Mineral Oil	[*****]		%	DOWM 102171
Contamination	[*****]		mm2/kg	DOWM 102273		3
Granulation	[*****]			ASTM D1921		4
Vicat, 10N, 120C/h	[*****]		degC	ASTM D1525

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

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THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 2

SPECIFIED MATERIAL: 00051386-P Effective: 24 NOV 2008

NAME: Polystyrene 641 Foam Feedstock

TEST REQUIREMENTS (CONTINUED)

TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
Resid Styrene	[*****]	ppm	DOWM 101953	5
Resid Ethylbenzene	[*****]	ppm	DOWM 101953	6
Resid Dimer	[*****]	ppm	DOWM 100264
Resid Trimer	[*****]	ppm	DOWM 100264
Color b*	[*****]		DOWM 100540
Rubber Content	[*****]	ppm	SP 29	7

TEST REQUIREMENTS NOTES:

1. Melt Flow Rate should be measured “hot” from the train, or conditioned a minimum of two hours, at 80degC, before analysis.

2. X-ray.

3. Method SP 27 may be used as back-up method. Limits would be 0.1 mm2 max for 4 wafers.

4. More information and requirements on granulation size can be found in “Quality L3B—Granulation Specifications” document. The granulation thru #16 may exceed documented limits in this product.

5. Alternate method DOWM 100264 may be used with same limits.

6. Alternate method DOWM 100264 may be used with same limits.

7. Rubber is residual from transition from HIPS production.

RAW MATERIAL

Effective: 17 MAY 2007

Supersedes: 23 JUN 2003

RAW MATERIAL	AMOUNT	UNIT	RM SPEC	DR#/CAS#	N
Styrene Monomer 80 4-T			00081356-R001	0000100-42-5
Ethylbenzene			00029871-R002	0000100-41-4

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THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 3

SPECIFIED MATERIAL: 00051386-P Effective: 24 NOV 2008

NAME: Polystyrene 641 Foam Feedstock

RAW MATERIAL (CONTINUED)

RAW MATERIAL	AMOUNT	UNIT	RM SPEC	DR#/CAS#	N
normal-Dodecyl Mercaptan	[*****]	ppm	00056754-R003	0000112-55-0	1
White Mineral Oil, High Viscosity (450+ Saybolt Viscosity)	[*****]	ppm	00011217-R001	0008042-47-5	2
OR
White Mineral Oil, Medium Viscosity (310-415 Saybolt Viscosity)	[*****]	ppm	00093248-R002	0000059-02-9	3
			0008042-47-5
OR
White Mineral Oil, 340-500 Viscosity	[*****]	ppm	00093244-R006	0008042-47-5	4
Zinc Stearate, Heat Stable	[*****]	ppm	00028573-R007	0000557-05-1
l,l-Bis(tert-butylperoxycyc-lohexane) 50 pct Solution in White Mineral Oil	[*****]	ppm	00014644-R001	0000108-94-1	5
	[*****]		0003006-86-8
			0008042-47-5

RAW MATERIAL NOTES:

1. N-dodecyl mercaptan (NDM) may be added to both feed and reactor for both catalytic profiles and for thermal profiles in order to limit and control MW properties.

Material balance method.

2. Mineral Oil is used as seal liquid on the reactor agitator shaft (max 0.05 % wt).

3. When plant is using oils from this specification, they must comply with the “Use of Medium Viscosity Mineral Oil Guidelines”. Mineral Oil is used as seal liquid on the reactor agitator shaft (max 0.05 % wt).

4. When plant is using oils from this specification, they must comply with the “Use of Medium Viscosity Mineral Oil Guidelines”. Mineral Oil is used as seal liquid on the reactor agitator shaft (max 0.05 % wt).

5. This is a catalytic initiated polymer. Active portion of the initiator to be present in the feed at a maximum level of 0.035 %.

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

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THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 4

SPECIFIED MATERIAL: 00051386-P Effective: 24 NOV 2008

NAME: Polystyrene 641 Foam Feedstock

RAW MATERIAL (CONTINUED)

RAW MATERIAL SECTION NOTE:

Consolidated zinc stearate specs to 28573-R007.

COMPOSITION

Effective: 22 JUL 2008

Supersedes: 18 MAY 2007

COMPONENT	PT	AMOUNT	UNIT	DR#/CAS#	N
Styrene Dimer		[*****]	ppm	0025247-68-1
Styrene Trimer		[*****]	ppm	0028213-80-1
Styrene		[*****]	ppm	0000100-42-5
Benzene, Ethyl-		[*****]	ppm	0000100-41-4
Propylbenzene		[*****]	ppm	0000103-65-1
Isopropylbenzene		[*****]	ppm	0000098-82-8
Polystyrene		[*****]	% wt	0009003-53-6
White Mineral Oil (Petroleum)		[*****]	% wt	0008042-47-5
Stearic Acid, Zinc Salt		[*****]	ppm	0000557-05-1
Xylene		[*****]	ppm	0001330-20-7

INTERNAL NOTES

1. Minimum test frequency requirements are defined by the business document “Quality L3B - Test Frequencies Policy”.

2. Granulation 7.

3. Blue tone may not be added to this grade.

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

19

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 5

SPECIFIED MATERIAL: 00051386-P Effective: 24 NOV 2008

NAME: Polystyrene 641 Foam Feedstock

REVISION NOTES

14 JUL 2009 U434042

Updated Zinc Stearate test method from DOWM 101094 to DOWM 101840.

“b” activation.

24 NOV 2008 U434042

Per e-mail notification updated Contamination test method from SP 93 to

DOWM 102273 and updated Rubber Content test method from Visual to SP 29.

22 JUL 2008 U921148

Per SDT STYEU08G003, updated Resid Ethylbenzene test item and Ethylbenzene component from 200 to 300 max.

18 MAY 2007 U921148

Per SDT STY07C003:

Color changed from “clear” to “colorless”.

Appearance changed from “solid, polymer” to “granules”.

Removed Penarth, England as Qualified Location.

Updated test requirement section:

• added MFR note

• Molecular Weight, Mz test method from DOWM 100126(86) to DOWM 101551

• Molecular Weight Fracion changed to Molecular Weight Fraction >1MM and test method from DOWM 100126(86) to DOWM 101551

• Molecular Weight Mw from 150000-170000; aim 160000 to 155000-175000; aim 165000

• Mineral Oil test method from TNV-AM-81-7 to DOWM 102171

• deleted Contamination, per 4 wafers and added Contamination item

• Granulation test method from ASTM D1921-89 to ASTM D1921

• deleted Resid Styrene & EB item

• added “Resid Styrene” and “Resid Ethylbenzene” items

• deleted Styrene Oligomers (Dimers & Trimers) item

• added “Resid Dimer” and “Resid Trimer” items

• added Rubber Content item.

Updated raw material section:

• White Mineral Oils, SMCs 11217-R001 & 93244-R006, from 0.15 % wt to 1500 ppm and added notes

• added alternate White Mineral Oil, SMC 93248-R002 and note

• consolidated zinc stearate specification to 28573-R007 from 94885-R004

Updated composition section:

• deleted Styrene & Ethylbenzene component

• added “Styrene” and “Ethylbenzene” components

• deleted Oligomers of Styrene and Ethylene/Styrene component

• added “Styrene Dimer” and “Styrene Trimer” components

• Polystyrene from 99.85 nom to 98.43 min.

Added spec internal note re test frequency requirements.

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

20

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 6

SPECIFIED MATERIAL: 00051386-P Effective: 24 NOV 2008

NAME: Polystyrene 641 Foam Feedstock

REVISION NOTES (CONTINUED)

07 MAY 2003 U918910

Corrected Mw/Mn to 4.2-4.9, 4.6 nom per the spec review.

06 MAY 2003 U918910

Updated to change Mw, Mz, Mw/Mn and fraction per the spec review

01 MAY 2003 U918910

Updated to remove 2-SEM 50 as a possible Raw material. R&D, EOT and global supply chain director confirmed we do not intend to use it again

26 MAR 2003 U238865

Consolidated Mineral Oil Raw Material Specs to 11217-R001.

24 FEB 2003 U730231

Added test requirement color b* test method DOWM 100540 Nom. 0.5

03 JUL 2002 U918910

Updated to add BSL as a qualified location, and to change Mw max from 163,000, VICAT min from 103 and remove the Mw/Mn note

18 APR 2002 U918910

Modified to change MFR from 31-41 aim 36 to 31-39 aim 35, Mz decreased from 410,000 to 400,000 aim, removed Mw/Mn, added this as a historical note on Mn, for which the range was removed and the aim was changed from 43000 to 38000 nom. Changed fraction range from 0.7-1.1 to 0.5 min, 0.7 nom. Removed color, mercaptan and die swell from the test section. Mw max changed from 159000 to 163000 and aim from 152000 to 154000. RM section was updated with ranges for mercaptan, mineral oil and zinc stearate. Composition section corrected for Mineral oil

06 JUL 2001 U706381

Changes to make the specification suitable in order to run at lower FPH

• Styrene oligomers (Dimers & Trimers) is 1.3 % Max

29 JUN 2001 U706381

Changes to make the specification suitable in order to run at lower FPH

Total residual level Styrene + Ethylbenzene is 900 ppm

02 APR 2001 U706381

Revised to reformat for migration into RM-QSS.

16 DEC 1998 U706381

2-SEM included as raw material. Specification re-designed at the request of the Styrofoam business for the production of thick board.

See spreadsheet supplied by M. Rego (E-mail 23 Nov. 1998)

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

21

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 7

SPECIFIED MATERIAL: 00051386-P NAME: Polystyrene 641 Foam Feedstock Effective: 24 NOV 2008

REVISION NOTES (CONTINUED)

14 JAN 1998 U723896

Converted from QAIS to GPDIS.

PRODUCTION SPECIFICATION APPROVAL

NAME	USER ID	RESPONSIBLE	FUNCTION DATE
REIFERT, ULRICH R	U776480	QC	14 JUL 2009
STILLER, HARTMUT S	U777119	PS EU	14 JUL 2009
POLDERMAN, CHRIS C	U723896	LIMS	14 JUL 2009
LAURENT, LOIS M	U434042	QSA	14 JUL 2009
HOVERMAN JR, DANIEL L	U814792	QSS	14 JUL 2009

THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

* * * * DOW CONFIDENTIAL * * * * Last Page

22

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Author: GPDIS SYSTEM

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 1

Date Printed: 21 JAN 2010

SPECIFIED MATERIAL: 00051387-P	QAC: 369	Effective: 16 DEC 2009
Supersedes: 30 JUL 2009

NAME: Polystyrene 640 Foam Feedstock

MATERIAL DESCRIPTION:

Color: colorless

Odor: odorless

Appearance/Physical State: granules

Description Note:

A GENERAL PURPOSE POLYSTYRENE FOR USE AS STYROFOAM (R) FEEDSTOCK

QUALIFIED LOCATIONS:

EUROPE:

DCG - SCHKOPAU

TEST REQUIREMENTS

TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
MFR, 200C/5.0kg, per 10min	[*****]	g	ASTM D1238	1
37 Aim
Vicat, 10N, 120C/h	[*****]	degC	ASTM D1525
104 Nom
Molecular Weight Mw	[*****]		DOWM 101551
143000 Aim
Molecular Weight, Mz	[*****]		DOWM 101551
320000 Aim
Molecular Weight Mn	[*****]		DOWM 101551
Molecular Weight Fraction >1MM	[*****]	%	DOWM 101551
Zinc Stearate	[*****]	ppm	DOWM 101840
Mineral Oil	[*****]	ppm	DOWM 102171	2
Resid Styrene	[*****]	ppm	DOWM 101953	3
Resid Ethylbenzene	[*****]	ppm	DOWM 101953	4
Resid Dimer	[*****]	ppm	DOWM 100264	5

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

24

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 2

SPECIFIED MATERIAL: 00051387-P NAME: Polystyrene 640 Foam Feedstock Effective: 16 DEC 2009

TEST REQUIREMENTS (CONTINUED)

TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
Resid Trimer	[*****]	ppm	DOWM 100264
Contamination	[*****]	mm2/kg	DOWM 102273	6
Granulation	[*****]		ASTM D1921	7
Color b*	[*****]		DOWM 100540
Rubber Content	[*****]	ppm	SP 29	8

TEST REQUIREMENTS NOTES:

1. Melt Flow Rate should be measured “hot” from the train, or conditioned a minimum of two hours, at 80degC, before analysis.

2. Aim value ‘zero’ only applies for thermal production.

In case of catalytic production aim value is 500 ppm.

3. Alternate method DOWM 100264 may be used with same limits.

4. Alternate method DOWM 100264 may be used with same limits.

5. The oligomer content (Dimers/Trimers) may be achieved either by the use of catalyst or by the use of recycle distillation and partial condensor operation.

6. Method SP 27 may be used as back-up method. Limits would be 0.1 mm2 max for 4 wafers.

7. More information and requirements on granulation size can be found in “Quality L3B - Granulation Specifications” document. The granulation thru #16 may exceed documented limits in this product.

8. Rubber is residual from transition from HIPS production.

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

25

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 3

SPECIFIED MATERIAL: 00051387-P NAME: Polystyrene 640 Foam Feedstock Effective: 16 DEC 2009

RAW MATERIAL

Effective: 17 MAY 2007

Supersedes: 03 MAY 2006

RAW MATERIAL	AMOUNT	UNIT	RM SPEC	DR#/CAS#	N
Styrene Monomer 80 4-T			00081356-R001	0000100-42-5
Ethylbenzene			00029871-R002	0000100-41-4
normal-Dodecyl Mercaptan	[*****]	ppm	00056754-R003	0000112-55-0	1
White Mineral Oil, High Viscosity (450+ Saybolt Viscosity)	[*****]	ppm	00011217-R001	0008042-47-5	2
OR
White Mineral Oil, 340-500 Viscosity	[*****]	ppm	00093244-R006	0008042-47-5	3
OR
White Mineral Oil, Medium Viscosity (310-415 Saybolt Viscosity)	[*****]	ppm	00093248-R002 0008042-47-5	0000059-02-9	4
Zinc Stearate, Heat Stable	[*****]	ppm	00028573-R007	0000557-05-1
l, l-Bis(tert-butylperoxycyc-lohexane) 50 pct Solution in White Mineral Oil	[*****]	ppm	00014644-R001 0003006-86-8 0008042-47-5	0000108-94-1	5
Polyether Poly-t-butylperoxy Carbonate 50% in Ethylbenzene	[*****]	ppm	00148408-R001	0000100-41-4	6

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

26

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 4

SPECIFIED MATERIAL: 00051387-P NAME: Polystyrene 640 Foam Feedstock Effective: 16 DEC 2009

RAW MATERIAL (CONTINUED)

RAW MATERIAL NOTES:

1. N-dodecyl mercaptan (NDM) may be added to both feed and reactor for both catalytic profiles and for thermal profiles in order to limit and control MW properties.

Material balance method.

2. Mineral Oil is used as seal liquid on the reactor agitator shaft (max 0.05 % wt).

3. When plant is using oils from this specification, they must comply with the “Use of Medium Viscosity Mineral Oil Guidelines”. Mineral Oil is used as seal liquid on the reactor agitator shaft (max 0.05 % wt).

4. When plant is using oils from this specification, they must comply with the “Use of Medium Viscosity Mineral Oil Guidelines”. Mineral Oil is used as seal liquid on the reactor agitator shaft (max 0.05 % wt).

5. This is a catalytic initiated polymer. Active portion of the initiator to be present in the feed at a maximum level of 0.035%.

6. This is a tetrafunctional initiator JWEB50 that, when used, will be present in combination with DP 275 at a maximum total initiator level of 0.050%. The combination initiator package is an alternative to straight DP 275. This note applies to the combination initiator package. If straight DP 275 is used, Note 2 applies. Material balance method.

COMPOSITION

Effective: 22 JUL 2008

Supersedes: 17 MAY 2007

COMPONENT	P T	AMOUNT	UNIT	DR#/CAS#	N
Styrene Dimer		[*****]	ppm	0025247-68-1
	[*****]
Styrene Trimer		[*****]	ppm	0028213-80-1
	[*****]
Styrene		[*****]	ppm	0000100-42-5
Benzene, Ethyl-		[*****]	ppm	0000100-41-4

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

27

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 5

SPECIFIED MATERIAL: 00051387-P Effective: 16 DEC 2009

NAME: Polystyrene 640 Foam Feedstock

COMPOSITION (CONTINUED)

COMPONENT	PT	AMOUNT	UNIT	DR#/CAS#	N
Propylbenzene		[*****]	ppm	0000103-65-1
Isopropylbenzene		[*****]	ppm	0000098-82-8
Polystyrene		[*****]	% wt	0009003-53-6
White Mineral Oil (Petroleum)		[*****]	% wt	0008042-47-5
Stearic Acid, Zinc Salt		[*****]	ppm	0000557-05-1
Xylene		[*****]	ppm	0001330-20-7

INTERNAL NOTES

1. Minimum test frequency requirements are defined by the business document “Quality L3B - Test Frequencies Policy”.

2. Granulation 7.

3. Blue tone may not be added to this grade.

4. Following notes refer to the composition section:

• This resin is not for food applications.

• This resin is only for foam grades.

REVISION NOTES

16 DEC 2009 U434042

At QAC’s request, removed Bilbao as qualified location.

30 JUL 2009 U434042

Per e-mail notification, added range of 101 - 108 and updated nominal to 104.

14 JUL 2009 U434042

Updated Zinc Stearate test method from DOWM 101094 to DOWM 101840.

“b” activation.

10 JUN 2009 U434042

Per e-mail request, standardized Schkopau qualified location as:

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

28

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 6

SPECIFIED MATERIAL: 00051387-P Effective: 16 DEC 2009

NAME: Polystyrene 640 Foam Feedstock

REVISION NOTES (CONTINUED)

DCG Schkopau

“B” activation.

24 NOV 2008 U434042

Per e-mail notification updated Contamination test method from SP 93 to DOWM 102273 and updated Rubber Content from Visual to SP 29.

22 JUL 2008 U921148

Per SDT STYEU08G003:

• removed Lavrion, Greece as Qualified Location

• updated Resid Ethylbenzene test item and Ethylbenzene component from 200 to 300 max.

17 MAY 2007 U921148

Per SDT STY07C003, updated test requirement section:

• added MFR note

• Molecular Weight Mw from 133000-147000; aim 140000 to 136000-150000; aim 143000

• Mineral Oil test method from DOWM 101555 to DOWM 102171

• deleted Resid Styrene & EB item

• added “Resid Styrene” and “Resid Ethylbenzene” items

• deleted Styrene Oligomers (Dimers & Trimers) item

• added “Resid Dimer” and “Resid Trimer” items

• added Rubber Content.

Updated raw material section:

• normal-Dodecyl Mercaptan from 1500 to 3500 max

• updated RM section notes.

Updated composition section:

• Styrene Dimer from 1000 to 1500 max

• Styrene Trimer from 10000 to 11500 max

• Polystyrene from 99.85 nom to 98.43 min

• Styrene & Ethylbenzene component included as 2 separate components.

Added spec internal note re test frequency requirements.

03 MAY 2006 U921148

Per SDT POL06C003:

Removed Penarth, England as qualified location.

Updated test requirement section:

• Mineral Oil test method changed from TNV-AM-81-7 to DOWM 101555

• Contamination, per 4 wafers item deleted

• notes and approval list updated.

Updated raw material section:

• added White Mineral Oil, 340-410 Viscosity

• added Polyether Poly-t-butylperoxy Carbonate 50% in Ethylbenzene

• added 1,1-Bis… 350 ppm max amount.

Updated composition section:

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

29

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 7

SPECIFIED MATERIAL: 00051387-P Effective: 16 DEC 2009

NAME: Polystyrene 640 Foam Feedstock

REVISION NOTES (CONTINUED)

• Styrene Trimer unit changed from part to ppm.

Updated notes and approval list.

26 MAR 2003 U238865

Consolidated Mineral Oil Raw Material Specs to 11217-R001.

29 JAN 2003 U730231

Added Test Requirement Color b* Test Method DOWM 100540 Nom. 0.5

09 JUL 2002 U918910

Added alternate contamination method, added dimer and trimer to composition, added max values to RM section for mineral oil, zinc, mercaptan

13 FEB 2002 U918910

Updated to correct a typo (Mw fraction > 1MM should have been 0.1 min and to remove the color spec per the quality network spec review

25 OCT 2001 U706381

Revised to correct revision notes of 24 oct. 2001:

Revised according the spec. review of 17-10-01 file: “XZ 94007.40 Oct 17 2001 Spec Review.doc” on Quality webpage.

24 OCT 2001 U706381

Revised according the spec. review of 17-10-01 file:”RPS Europe All HIPS Oct. 2001.doc on Quality webpage.

31 AUG 2001 U918910

Updated to add A. Melisseidis to approvers

30 AUG 2001 U918910

UPDATED TO ADD LAVRION AS A QUALIFIED LOCATION

30 JUL 2001 U918910

Revised to add Bilbao as a qualified producing location

09 JUL 2001 U706381

Revised to produce MFR and Mz values that the Styrofoam business understands provides the best balance of productivity and density. MFR aim 37 (initial request was 40, but Styron will be producing 37 to minimize dust generation) and Mz aim 320000 amu. Oligomer content, Mn and molecular weight distribution become reference properties.

30 MAR 2001 U706381

Revised to reformat for migration into RM-QSS and to add BSL as a qualified location.

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

30

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 8

SPECIFIED MATERIAL: 00051387-P Effective: 16 DEC 2009

NAME: Polystyrene 640 Foam Feedstock

REVISION NOTES (CONTINUED)

19 SEP 2000 U706381

Changes to reflect current practice at Barry from review meeting May 2000

1) Mz was 310000-350000, 330000 aim; now 280000-320000, 300000 aim

2) Die swell was 3.05-3.40, 3.15 aim; now 3.05-3.2, 3.1 aim

11 JAN 1999 U706381

30 Dec 1998 U706381

Mz in production spec. adjusted; see also e-mail Manu Rego 9 Dec. 1998

06 OCT 1998 U706381

25 Sept. 1998

Production spec. adjusted after evaluation of production trails.

(E-mail M. Rego - 25 Sept. 1998; E-mail Chau Vo - 28 Sept. 1998)

07 MAY 1998 U723896

07 May 1998:

Mistakes in Test requirements corrected by A. Schanssema/M. Rego.

25 Mar 1998:

2-SEM introduced in raw material for the production of this resin.

17 APR 1998 U720749

raw material notes added

14 JAN 1998 U762972

Converted from QAIS to GPDIS.

PRODUCTION SPECIFICATION APPROVAL

NAME	USER ID	RESPONSIBLE	FUNCTION DATE
REIFERT, ULRICH R	U776480	QC	16 DEC 2009
STILLER, HARTMUT S	U777119	PS EU	16 DEC 2009
POLDERMAN, CHRIS C	U723896	LIMS	16 DEC 2009
LAURENT, LOIS M	U434042	QSA	16 DEC 2009
HOVERMAN JR, DANIEL L	U814792	QSS	16 DEC 2009

* * * * DOW CONFIDENTIAL * * * * Continued on Next Page

31

THE DOW CHEMICAL COMPANY PRODUCTION SPECIFICATION Page: 9

SPECIFIED MATERIAL: 00051387-P Effective: 16 DEC 2009

NAME: Polystyrene 640 Foam Feedstock

THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

* * * * DOW CONFIDENTIAL * * * * Last Page

32

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79776886171180168173183 86687779

33

EX-10.18

Exhibit 10.18

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

EXECUTION COPY

THE DOW CHEMICAL COMPANY

MASTER DISTRIBUTOR AGREEMENT Contract No. D.

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.

1. TERM AND PRECEDENCE. This Agreement shall be effective on the 1st day of January , 2008, and shall expire on the 31^st day of December, 2017 (“Term”), and shall replace and supersede any and all distribution agreements by and between Dow and Muehlstein Holding Corp., Inc. and its affiliates or subsidiaries, and by and between Dow and Ravago SA and its affiliates or subsidiaries.

2. APPOINTMENT AND ACCEPTANCE

A. Authorized Product(s) - Distributor may purchase for resale only those Dow branded product(s) listed on Exhibit B and any Rider (as defined in Section 3B herein), attached hereto and made a part hereof (“Product(s)”). Distributor shall resell and distribute Product(s) to its end-use industrial customers (“Customers”) and not knowingly to any party for purposes of further resale of Product(s) except with Dow’s prior written approval.

B. Appointment - To effectively supplement Dow’s presence in the marketplace, Dow hereby appoints Distributor as a non-exclusive distributor for purchasing Product(s) from Dow in bulk and/or in Dow’s standard containers, and for resale to Customers. Distributor shall develop the full market potential for each Product(s) consistent with and in accordance with Dow’s product and market plans, to the best of their ability, in the respective geographic area(s) and markets normally served by Distributor from Distributor’s locations. Notwithstanding the foregoing, Dow reserves the right to sell to and service any customers without regard to whether or not they are a customer of Distributor.

C. Acceptance - Distributor hereby accepts the appointment as a non-exclusive distributor and, in doing so, represents that it is an experienced reseller and distributor of thermoplastic products and is competent to promote, resell and distribute Product(s) to Customers in the respective geographic area(s) normally served by Distributor from Distributor’s locations so that Product(s) achieve maximum sales potential.

D. No Agency or Franchise Created - This Agreement does not deem Distributor the agent or legal representative of Dow for any purpose whatsoever, and Distributor is not authorized to accept orders on Dow’s behalf or to otherwise assume or create any obligation or responsibility, express or implied, on behalf or in the name of Dow, or to bind Dow in any manner whatsoever. Distributor does not regard itself as a “franchisee” nor Dow as a “franchisor” nor the relationship between Distributor and Dow as a “franchise” as defined in the Federal Trade Commission Franchise Trade Regulation Rule, 16 CFR part 436. No payment by Distributor to Dow is required as a condition of Distributor becoming a distributor, except for payment of a bona fide wholesale price for Product(s) ordered by Distributor for resale or for Distributor to maintain a reasonable inventory. Distributor understands The Dow Chemical Company is a publicly traded company. A copy of Dow’s most recent annual report to the Securities and Exchange Commission on Form 10-K is available without charge upon Distributor’s written request.

E. Distributor’s Duties

Distributor shall perform the following in connection with Product(s), in accordance with Dow’s product and market plans:

(1) Provide and maintain its own warehouses and/or bulk storage facilities for the proper and safe storage and handling of Products in accordance with any storage and handling instructions provided by Dow. Such warehouses and/or bulk storage facilities shall have a capacity sufficient to handle the product volume contemplated under each yearly Volume Plan, defined below. Notwithstanding the foregoing, Dow and Distributor agree to work together on mutually agreed upon supply chain related projects and Initiatives to decrease the parties costs and increase their competitiveness in the market. Upon the completion of any project or initiative, the rights and responsibilities of each party pursuant to that project or initiative shall be made part of this Agreement.

(2) Employ a sufficient number of technically qualified people to provide field service to Customers. As used herein, field services shall include:

(a) Regular calls to established Customers to render advice on the proper and safe use of Product(s);

(b) Continuing effort to develop new Customers;

(c) Prompt and thorough handling of Customer inquiries; and

(d) Distributing technical and sales literature to Customers;

(3) Employ only such personnel in the storage, handling, distribution and sale of Products as are technically competent to give proper and adequate advice to Customers so that Product(s) may be properly stored, handled and used without hazard and will perform properly;

(4) Promote the distribution and sale of Product(s) to develop markets and uses for Product(s) so that Product(s) achieve maximum sales potential;

(5) Assist in determining market penetration by furnishing sales estimates, field reports and other relevant information with respect to the sale and use of Product(s), as requested by Dow, and participate in discussions with Dow regarding the best methods to distribute Product(s);

(6) Satisfy Dow’s credit requirements and assume all credit risk in reselling Product(s);

(7) Alert Dow to conditions which may change anticipated Product(s) requirements and participate in annual and multi-year market facing and product planning and performance management processes necessary to satisfactory implement Dow strategies;

(8) Agree to resource promotional activities and advertising in accordance with the Dow product and market plans;

(9) Cooperate in arranging for periodic sales and technical meetings of Distributor’s sales and technical personnel to discuss Product(s) with Dow;

(10) Use Dow sales aids and product literature and disseminate same to Distributor’s sales personnel;

(11) Regularly transmit to all Customers new technical information on Product(s) provided by Dow;

(12) Promptly distribute to Customers all safety, health and environmental information concerning Product(s) which is disclosed in documents transmitted to Distributor by Dow; and

Distributor Agreement	DOW CONFIDENTIAL - Do not share without permission
	- 1 -	Initials:
		(Distributor)	(Dow)

EXECUTION COPY

(13) Maintain a thorough, accurate and updated list of Customers to whom any Product(s) are or may be sold by Distributor (“Customer List”) and provide such Customer List to Dow on a quarterly basis, or as requested. . Distributor’s obligation to provided Dow with a Customer List shall cease as of the date that a notice of termination is given.

(14) Distributor shall provide Dow access to information relating to Dow product customer data including but not limited to, customer attributes, technical needs/problems, call reports, leads, projects and sampling, upon request (“Customer Data”) or as both parties shall agree via a common Customer Relationship Management tool for the purpose of growing and increasing the value of both parties business. Distributor shall be obligated to supply Dow with Customer Data up to the date of termination. Customer Data shall not include Distributors pricing to it’s Customers.

(15) Each of the parties shall provide access to their respective technical and sales information as to allow the other party to obtain relevant marketing literature including sales sheets, preparation and use, and application data sheets.

(16) Work with Dow to integrate work process including supply chain and customer relationship management (“CRM”) into a commercially viable and competitive system in order to enhance each party’s efficiencies.

3. QUANTITY

A. [*****]

B. Dow shall sell to Distributor, and Distributor shall purchase from Dow, [*****]

C. As soon as reasonably practical following the end of each calendar quarter, representatives of the parties shall meet to review the progress against Volume Plan objectives and actual sales versus forecast for the preceding quarter in each geographic region. Further, representatives of the parties from each geography shall, at the same time, provide a forecast for the ensuing quarters versus the Volume Plan.

4. PRICE, SPECIFICATIONS, PACKAGES AND RELATED TERMS

A. Prices and terms of payment, specifications, packaging and transportation for each Product(s) shall be [*****]

B. This Agreement shall not cover sale of Product(s) to Distributor for use, consumption and/or or reformulation by Distributor. [*****]. If Distributor uses, consumes and/or reformulates, rather than resells, any Product(s), Distributor shall fully defend, indemnify, and hold Dow harmless against any price discrimination claim or counterclaim under the Robinson-Patman Price Discrimination Act, 15 U.S.C. §§ 13 and 15, or any comparable state statute, by any third party purchasing any goods of like grade and quality directly from Dow for use, consumption and/or reformulation, if the claim or counterclaim is based in any part on Distributor’s use, consumption and/or reformulation of Product(s) sold hereunder for resale.

5. CHANGE OF SPECIFICATIONS, PACKAGING, PRICE OR TERMS; TVA’s

[*****]

B. Other Terms - Dow may change the transportation terms, or minimum requirement per shipment at any time, provided that Dow gives Distributor [*****] days’ prior notice. Distributor’s failure to object to any such change by written objection received by Dow prior to the effective date of such change shall be considered acceptance by Distributor. Dow shall advise Distributor within [*****] days from receipt of timely written objection from Distributor whether Dow shall:

(1) continue to supply Product(s) on terms and conditions in effect prior to the announced increase or change,

(2) enter into negotiations with Distributor, or

(3) delete Product(s) in question from Exhibit B or any Rider.

If Dow elects to enter into negotiations as allowed under (2) above, and if, within [*****] days from the date of Dow’s notice of increase or change, an agreement between the parties has not been reached, and Dow has not agreed to continue to supply on the terms and conditions in effect prior to the announced increase or change, then either party may, upon notice to the other party, terminate the negotiations and delete the affected Product(s) from Exhibit B or any Rider. Unless otherwise agreed in writing as part of the negotiations, price and other terms applicable during the negotiating period shall be those which Dow implemented by the notice.

C. Terms of Payment - [*****]

Distributor Agreement	DOW CONFIDENTIAL - Do not share without permission
	- 2 -	Initials:
		(Distributor)	(Dow)

EXECUTION COPY

[*****]

D. [*****]

E. [*****]

6. COMPETITIVENESS

[*****]

7. SALES FORCE; STOCKS; SERVICE

A. Distributor’s Undertaking - In addition to the duties listed in Subparagraph 2.E., Distributor shall perform the following functions in connection with Product(s), to Dow’s satisfaction:

(1) Maintain a trained, effective sales organization and, where deemed appropriate by both parties, a specially trained field organization;

(2) Maintain adequate stocks of Product(s) within Dow’s standards of quality control, safe handling and product shelf life in order to effectively service Customers; and

(3) Provide prompt delivery service.

B. Dow’s Undertaking - Dow shall cooperate to the extent feasible and reasonable, in Dow’s discretion, in the training of Distributor’s employees to most efficiently and effectively resell Product(s). Available literature, merchandising aids and technical assistance shall be offered to Distributor at Dow’s expense, unless otherwise agreed upon by the parties. Dow’s obligation to assist Distributor by providing technical service, samples, supply chain assistance and other sales or product related services shall cease following the Transition Period (as defined in Section 20K, herein).

C. No Liability - Certain technical advice shall be furnished by Dow without charge, at Dow’s discretion, and Dow assumes no obligation or liability for any advice given or results obtained. Distributor and/or Customers shall use their own independent skill and expertise in the evaluation of such advice and accepts such advice at their sole risk.

8. PRODUCT(S) STEWARDSHIP

A. Dissemination of Product(s) Information - Dow shall furnish information to Distributor regarding safe handling, use and disposal of Product(s). Such information shall include, as applicable, Material Safety Data Sheets (MSDS), labels, product literature, merchandising aids and audiovisual aids. Free copies of Dow product literature are available to Distributor in bulk quantities on written request. Distributor shall order from Dow sufficient quantities of Dow product literature as Distributor may require, and shall become familiar with the recommendations given on Product(s) labeling and in literature provided by Dow concerning the safe handling and use limitations of Product(s). Distributor shall provide MSDSs and updated information (including but not limited to all information referred to in this paragraph) to Customers (thereby complying with 29 CFR §§ 1920.1200(g)(7) of the OSHA Hazard Communication Regulations without regard to whether a particular Product is a “hazardous chemical” as defined herein). Distributor shall maintain records documenting the dissemination of the information referred to in this paragraph in strict accordance with guidelines that Dow may provide. The provisions of this paragraph shall apply whether Product(s) are resold in containers packaged and labeled by Dow, in bulk, or in any other manner where Product(s) is identified as a Dow manufactured product.

B. Distributor Facilities and Operations - Distributor shall:

(1) Adhere to and implement the principles of Responsible Care®, REACH®, or an equivalent program acceptable to Dow;

(2) Assess the safety aspects and environmental impact of Product(s) and take appropriate steps while Product(s) are being stored, repackaged and transported to protect persons, property and the environment, including, but not limited to, allowing audits at Distributor’s facilities;

(3) Establish facilities, select carriers and perform distribution functions consistent with Dow and industry guidelines and standards;

(4) Cooperate in inspections, training sessions and meetings that Dow may request to maximize product stewardship;

(5) Properly equip each Distributor location such that each location safely stocks, handles and ships Product(s) in compliance with federal, state and local regulations;

(6) Instruct and ensure that Distributor’s employees know and understand procedures enabling them to comply with the requirements of this paragraph, and ensure such employees are adequately trained to handle emergency situations arising from the transportation, handling and use of Product(s);

(7) Utilize quality control procedures when repackaging Product(s) assuring such repackaged Product(s) have the same identity, strength, quality and purity as at the time of receipt from Dow;

(8) Apply labels that comply with industry standards and with all applicable federal, state and local laws and regulations; and

(9) Discourage unsafe or improper applications of Product(s) by refusing to resell Product(s) for such applications.

C. Non-Compliance - Failure of Distributor to comply with its obligations under this paragraph shall constitute a material breach of this Agreement, and Dow may immediately cease all future shipments of Product(s) to Distributor until such breach has been cured by Distributor to Dow’s satisfaction. If such breach is not cured to Dow’s satisfaction within thirty (30) days after notice by Dow to Distributor of the breach (or within such longer period as Dow may allow considering the nature and extent of the breach, the time reasonably required for cure, and the diligence demonstrated by Distributor in attempting to cure after receipt of the notice of breach), Dow may, in addition to any remedy for

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damages for such breach, delete the affected Product(s) from Exhibit B or any Rider, or terminate this Agreement. Dow may also suspend its own performance in whole or in part pending cure of the breach or lapse of the notice period and any extension thereof.

9. SALES REFERRALS; “THIRD PARTY” SHIPMENTS

A. Sales Referrals - Dow and Distributor shall jointly collaborate on developing an efficient sales lead and referral of less than truckload prospects for Product(s) listed in Exhibit B, or any Rider which could be served by Distributor.

B. “Third Party” Shipments - Shipments directly to Customers shall be made at Dow’s discretion in accordance with the then current policy of sale for each individual Product. If made, any such shipments shall be charged to Distributor in accordance with Dow’s then current list price to distributors.

C. In the event that Dow learns of a prospective indirect channel customer with respect to any Product (which Dow chooses to not sell on a direct basis to such customer), Dow will exercise reasonable commercial efforts to notify Distributor of such prospective customer in order to permit Distributor to seek to distribute Products to such prospective customer in accordance with this Agreement.

D. Dow’s obligations under this Section 9 shall cease at the end of the Transition Period, as defined in Section 20K, herein.

10. DOW’S LIMITED WARRANTIES. Dow warrants that:

A. At the time of tender, Product(s) shall meet Dow’s then current sales specifications;

B. Dow shall notify Distributor if the sales specifications are changed;

C. Dow shall convey good title to Product(s); and

D. Product(s) shall be delivered free from any lawful security interest, lien or encumbrance.

11. EXCLUSION AND DISCLAIMER OF ALL OTHER WARRANTIES; LIMITATION OF REMEDIES AND LIABILITY

A. EXCLUSION OF OTHER WARRANTIES - THE LIMITED WARRANTIES CONTAINED IN PARAGRAPH 10 ARE DOW’S SOLE WARRANTIES WITH RESPECT TO PRODUCT(S), INCLUDING WITHOUT LIMITATION PRODUCT(S) QUALITY AND PERFORMANCE, AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY STATUTE OR COMMON LAW, DISTRIBUTOR ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM PRODUCT(S).

B. LIMITATION OF LIABILITY - EXCEPT AS MAY ARISE UNDER PARAGRAPH 12, DISTRIBUTOR WAIVES ALL CLAIMS BY DISTRIBUTOR AGAINST DOW FOR, AND DOW SHALL NOT BE LIABLE TO DISTRIBUTOR FOR, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. DISTRIBUTOR’S EXCLUSIVE REMEDY FOR ALL CLAIMS (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY) IS LIMITED TO DISTRIBUTOR HAVING THE OPTION OF REPLACEMENT OR REPAYMENT OF THE PURCHASE PRICE PAID FOR PRODUCT(S) WHICH ARE THE SUBJECT OF THE CLAIM.

12. INDEMNIFICATION

A. Dow’s Indemnification of Distributor - Dow shall indemnify and hold Distributor harmless (including Distributor’s reasonable outside counsel costs and fees) from: (1) all claims by third parties based on an allegation that a label or Material Safety Data Sheet supplied to Distributor by Dow with respect to Product(s) was in noncompliance with the provisions of the OSHA Hazard Communication Regulations, 29 CFR, §§ 1910.1200 et seq., to the extent that the claim seeks compensatory damages based on the alleged noncompliance; and (2) all product liability claims whether involving personal injury, property damage (except as expressly excluded by the parties hereunder), or both, resulting from sales of Product(s) hereunder in the regular course of Distributor’s business; provided, however, that this indemnification shall not apply to:

(1) claims where Dow has not received notice from Distributor, In compliance with Subparagraph 12.C., within [*****] days of Distributor’s first notice of the claim or lawsuit;

(2) claims where Dow is not given the option to control and assume sole defense of said claims, using Dow’s choice of counsel and at Dow’s expense;

(3) claims where Distributor falls to furnish evidence in its possession or fails to fully cooperate with Dow in preparing the defense;

(4) claims where Product(s) met Dow’s sales specifications at the time of shipment to Distributor;

(5) any express or implied warranty or representation by Distributor and/or its employees or agents, not specifically authorized by Dow;

(6) bodily injury or property damage occurring within Distributor’s premises or to its employees or agents, including commercial loss of any kind;

(7) bodily injury, property damage or commercial loss arising out of:

(a) any modification, including but not limited to, physical, chemical and/or molecular change(s) in the composition of Product(s), which occurs after Product(s) are delivered to Distributor, including contamination and/or adulteration. Blending of Dow Product(s) with another Dow Product(s) shall not be considered a modification or change within the meaning of this Subparagraph (a);

(b) sales of Product(s) which have been relabeled with a label which does not provide the identical information contained in a Dow prepared label;

(c) sales of Product(s) which have included a MSDS which does not contain the identical information contained in the MSDS supplied by Dow;

(d) negligence and/or willful or reckless misconduct of Distributor, and its agents or employees; and/or

(e) failure to comply, in any material respect with the provisions of Paragraph 8;

(8) incidental damages and consequential damages (including but not limited to business interruption and lost profits);

(9) special, exemplary or punitive damages assessed against Distributor;

(10) Product(s) which are mixed, commingled or blended by or on behalf of Distributor with any product other than an appropriate Dow Product(s), including any reclaimed chlorinated solvent and/or any chlorinated solvent produced by a manufacturer other than Dow;

(11) claims including, but not limited to, lawsuits, administrative actions, penalties, notices of violation, fines, damages, or any other losses, costs or expenses, arising from or related to: (i) allegations of damage to the environment and/or natural resources, (ii) a release or threat of a release of a hazardous material or substance into the environment, and/or (iii) the operation or violation of any law designed to protect the environment and/or natural resources (including, but not limited to, claims arising under the Federal Comprehensive Environmental Response Compensation and Liability Act (CERCLA), 42 U.S.C. § 9601 et seq., the Federal Resource Conservation and Recovery Act (RCRA), 42 U.S.C. § 9601 et seq., or comparable and applicable state legal requirements or any extension or revision thereof), which arises directly or indirectly from Distributor’s

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purchase, use, handling, storage, resale, disposal and/or other disposition of Product(s) and regardless of whether such claims or allegations are characterized as a products liability and/or personal injury claim; or

(12) claims against Customers.

This indemnification and hold harmless provision is limited to third-party product liability claims against Distributor. Product(s) which is commingled with product of like grade and quality from another source loses its identity as a Dow Product upon commingling and the foregoing indemnification does not extend to claims made with respect to the commingled mixture.

B. Distributor’s Indemnification of Dow - Distributor shall indemnify and hold Dow, its officers, directors, employees, agents, representatives, affiliates and/or subsidiaries, harmless against all claims, losses, liabilities, damages, demands, suits and expenses on account of any damage to any property (including damage to the environment and/or natural resources and/or the release and/or threatened release of a hazardous material or waste into the environment) or injury or death of persons (including Distributor’s employees) arising out of Distributor’s unloading, storage, handling, consumption, reformulation, disposal or other use of Product(s) except for any portion of damages attributable to Dow’s (or any subsidiaries) negligence.

Distributor shall indemnify Dow for any awards or compensation awarded as a result of termination of this or any other agreements between the Parties (This indemnity obligation of Distributor shall survive the expiration or termination of this Agreement.

C. Requests For Indemnification - All requests for indemnification under this Agreement shall be in writing and provide the following information:

(1) A general description of the claim or lawsuit;

(2) A copy of the complaint, petition, or claim letter; and

(3) The date by which the claim or lawsuit must be answered, or otherwise responded to.

The party from whom indemnification is sought shall evaluate the information provided to it pursuant to this paragraph and advise within a reasonable period of time whether or not it shall indemnify the other party. Said party reserves the right to request additional information in order to determine whether or not it accepts the other party’s request for indemnification.

D. Waiver of Other Indemnification Rights - By receiving indemnification for product liability claims pursuant to this Agreement, Distributor waives all other rights, if any, to indemnification by Dow which may be available at law, including indemnification under state, federal or common law.

13. PRODUCT(S) DISCONTINUANCE. Upon [*****] days’ notice to Distributor, Dow may terminate its obligation to provide any Product(s) where, for any reason, Dow decides to discontinue selling such Product(s). In the event of such termination, Dow may delete the affected Product(s) from Exhibit B or any Rider, allocate any remaining inventory of the affected Product(s) to Dow’s customers and distributors on a pro rata basis, and/or recall any such Product(s) still in Distributor’s stock upon refund of the purchase price paid by Distributor for such stock, plus any transportation costs actually incurred by Distributor with respect to the return of such discontinued stock.

14. TRANSPORTATION

A. Selection - Title and risk of loss of Product(s) shall transfer to Distributor upon delivery of Product(s) to the carrier. If Dow provides transportation equipment or absorbs any portion of freight charges, Dow may select the means of transportation, the carriers and the routings. If Distributor requires a means of transportation other than that selected by Dow, Distributor shall pay any extra costs incurred by reason of using such other means.

B. Freight Charges - [*****]

C. Freight Allowances; Phantom Freight and False Functional Discount Claims Prohibited - If Distributor is granted a freight allowance, Distributor shall claim the allowance only to the destination and over the routing which Product(s) were transported. Any attempt by Distributor to claim:

(1) a greater allowance by misrepresenting the destination; or

(2) an “into stock” functional discount if Product(s) were shipped directly to Customer under circumstances where Dow allows a greater functional discount for Product(s) taken into Distributor’s stock than for Product(s) shipped directly from Dow’s shipping point to Customer, shall constitute a material breach of this Agreement entitling Dow in its sole discretion to impose conditions upon, reduce, or suspend Distributor’s freight allowances or pick up privileges, or terminate this Agreement.

D. Demurrage - Distributor shall use all reasonable effort to unload and return Dow’s transportation equipment to carrier within the tariff or contracted period free of demurrage and/or detention charges. Distributor shall pay, unless agreed upon separately, demurrage and/or detention charges on such equipment, at the rate established by Dow at time of shipment.

E. Distributor’s Equipment - If Distributor selects or supplies transportation equipment, such equipment shall comply with then current Dow standards for transportation equipment and all applicable local, state and federal laws, for Product(s) to be shipped. If, in Dow’s sole judgment, equipment selected or supplied by Distributor does not so comply, Dow may refuse to load the equipment and may return it at Distributor’s expense. Dow shall use its best efforts to promptly notify Distributor of any such non-conformance resulting in rejection by Dow. Upon request of Distributor and at Distributor’s expense, Dow shall clean or carry out repairs on equipment rejected by Dow, provided Dow deems it practical, feasible and mutually convenient for Dow to do so, and provided Distributor has not established a practice of repeatedly tendering equipment in need of cleaning or repair.

15. EXCUSED PERFORMANCE; ALLOCATION. Performance by Distributor or Dow shall be excused: (A) in the event of war, fire, flood, strike, labor trouble, breakage of equipment, accident, riot, action of governmental authority and laws, rule, ordinances and regulations (including, but not limited to, those dealing with pollution, health, ecology or environmental matters), act of God, or contingencies beyond the reasonable control of Distributor or Dow, interfering with the production, supply, transportation or consumption practice of the party at the time respecting Product(s); and/or (B) in the event Dow is unable to obtain any raw material (including energy sources or power) connected with Product(s) on terms Dow considers commercially acceptable. During times when performance is excused (i.e., (A) and (B), above), all quantities of Product(s) so affected shall be eliminated from this Agreement without liability, and Dow shall allocate its supplies of raw materials and/or Product(s) among the various uses therefore in any manner.

16. INTELLECTUAL PROPERTY INFRINGEMENT

A. Staple Article or Commodity of Commerce - If suit is brought against Distributor alleging that the manufacture or sale of any staple article or commodity of commerce sold hereunder infringes any United States patent, copyright or trademark, then Dow shall defend Distributor and pay any awards against Distributor for such infringement, provided Distributor gives Dow prompt notice of said suit, permits Dow to defend said suit, and makes Distributor’s employees and pertinent records available to Dow to provide information for the defense.

B. Goods Made Especially For Distributor - With respect to all Product(s) made especially for Distributor, Distributor warrants there is no United States patent or copyright covering them or Distributor has a right to have them made. Dow shall not be liable to Distributor if sued for

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any United States patent or copyright infringement for the manufacture, sale, or use by other than Dow, of any goods made especially for Distributor hereunder, but, if Dow is sued, Distributor shall defend Dow and pay any awards against Dow provided Dow gives Distributor prompt notice of said suit, permits Distributor to defend said suit, and makes Dow’s employees and pertinent records available to Distributor to provide information for the defense.

C. Goods Specially Labeled at Distributor’s Request - Distributor assumes all liability and responsibility for use of any design, trademark, trade name, copyright or part thereof, appearing on Product(s) at Distributor’s request, and shall hold Dow harmless as against any awards based on alleged design, trademark, trade name or copyright infringement resulting from Dow’s compliance with Distributor’s request.

17. DOW TRADEMARKS. Distributor shall not use any trademarks of Dow on or in relation to any product not originating from Dow. Distributor shall not use any trademarks of Dow on or in relation to any Product(s) which Distributor repacks or re-labels for resale without obtaining written authorization from Dow, specifying the terms and conditions of such use. If Distributor uses any product trademark of Dow in any price list, advertisement or product literature, Distributor shall identify the trademark as a “Trademark of The Dow Chemical Company.” Distributor shall use Dow trademarks in strict accordance with Dow’s published trademark guidelines and policies.

18. FAILURE TO PAY; FINANCIAL RESPONSIBILITY – If (A) Distributor fails to pay any invoice for Product(s) in strict accordance with the terms of this Agreement and/or the applicable Dow invoice, thereby breaching this Agreement, or (B) Distributor’s financial responsibility becomes unsatisfactory to Dow and Dow deems itself insecure, then Dow may (1) suspend deliveries until such breach is cured to Dow’s satisfaction; (2) accelerate the due date on all amounts owed Dow or otherwise alter payment terms; (3) accelerate and declare immediately due any outstanding invoices under this Agreement; (4) require cash payments or other security for future deliveries; (5) reject any request for indemnification; and/or (6) terminate this Agreement. Dow’s election to pursue a lesser or different remedy shall not preclude it from subsequently pursuing said remedies prospectively or from terminating this Agreement. Distributor shall pay all costs and expenses, including reasonable attorney fees, expenses and costs, incurred by Dow in the collection of any sum payable by Distributor to Dow, or in the exercise of any remedy. Dow may charge the maximum interest allowed by law on all overdue amounts. Ravago Holding S.A. shall be responsible for the payment obligations of its subsidiaries and/or affiliates in the event that such a subsidiary or affiliate is in breach of the provisions of this section.

19. INSURANCE

A. Distributor shall maintain such insurance or other form of financial security as required by law for the activities and in the location(s) in which Distributor is engaged, and such additional insurance as a reasonably prudent business person would maintain with due regard to Distributor’s activities and location(s). Distributor shall promptly supply to Dow such financial statements and information about Distributor’s insurance coverage and loss history as Dow may request.

B. To satisfy the provisions of this paragraph, Distributor shall, upon request from Dow, provide a certificate of insurance, signed by the insurer, indicating Distributor has the coverages or meets the requirements as follows;

Liability - Comprehensive, General

(1) bodily injury - [*****] each occurrence.

(2) property damage - [*****] each occurrence.

The certificate shall also provide that underwriters and insurers of Distributor shall not have the right of subrogation against Dow (including Dow’s officers, directors, employees, affiliates, agents, successors and assigns).

20. TERMINATION

A. Deletion of Product(s) - Product(s) may be deleted from Exhibit B, or any Rider, upon notice by Dow to Distributor pursuant to Subparagraphs 5.B., and 8.C., and upon either ninety (90) or one hundred eighty (180) days’ notice by Dow to Distributor pursuant to terms of Subparagraph 3.B. or Paragraph 13. Deletion of the final Product(s) from Exhibit B, or any Rider, shall have the immediate effect of terminating this Agreement.

B. Distributor Conduct - If Distributor, or any principal stockholder, officer or manager thereof, engages in any conduct or practice which in Dow’s opinion may adversely affect the name, goodwill or reputation of Dow, Product(s) or any other Dow products, Dow may terminate this Agreement immediately by giving notice to Distributor.

C. Change of Ownership - If a change in ownership interest or control of Distributor resulting in transfer of control or majority interest in capital stock (if incorporated) or proprietorship or partnership interest (if unincorporated) occurs, Dow may terminate this Agreement upon thirty (30) days’ notice to Distributor, provided that Dow gives such notice within ninety (90) days after learning of the change. Dow may assign this contract to new owner(s) or during this time period or the parties agree to enter into the two year wind – down per paragraph 20G.

D. Bankruptcy or Insolvency - Dow may terminate this Agreement without notice to Distributor on the commencement or happening of any occurrence involving an act of insolvency, bankruptcy, dissolution or liquidation of Distributor.

E. Intentionally Omitted

F. Distributor Performance -

[*****]

Notwithstanding the foregoing, any volume requested by Distributor that is unable to be supplied by Dow, due to Dow’s Excused Performance, shall be deleted from the Volume Plan.

G. Termination Wind-down - Upon expiration of the Term, or termination pursuant to Subparagragh 20.F., the parties agree to enter into a two year (2) wind-down phase (“Wind-down”). During the Wind-down Distributor shall [*****]

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[*****]

The provisions of this subparagraph 20.G. shall not apply to termination pursuant to paragraph 18 or subparagraphs 8.C.,14.C.2., 20.B, 20.C., 20.D. or 20.E.

H. Termination Governed by Agreement - In the event of expiration or termination of this Agreement, or of rights with respect to one or more Product(s), regardless of reason, Dow shall not be liable for damages to Distributor under any state or national law by reason of such expiration or termination. To the extent permitted by applicable state or national law, Distributor waives for itself and its successors or assigns and covenants not to sue to enforce any right it may now or hereafter have under any state or national law now or hereafter enacted which is contrary to the intent of the parties as expressed in the preceding sentence.

I. Repurchase of Inventory - If Dow deletes any Product(s) pursuant to Subparagraph 3.A. or Paragraph 13, or terminates this Agreement pursuant to Subparagraph 20.B. other than for reasons of material breach by Distributor, then upon written request of Distributor made not later than [*****] days after the effective date of such deletion or termination, Dow shall [*****]

J. Non-Renewal - By example and without limitation, any failure of Distributor to comply with the terms of this Agreement sufficient to justify Dow’s termination of this Agreement or deletion of any Product(s) from Exhibit B, or any Rider, shall be deemed good cause for not renewing this Agreement, regardless of whether Dow elected to exercise its right to alter the relationship in the midst of the Term by terminating this Agreement or deleting any Product(s). Nothing herein shall be deemed an express or implied obligation on the part of Dow to renew this Agreement in the absence of an applicable state statute prohibiting or penalizing a failure to renew.

K. Transfer of Customer List and Customer Data - Pursuant to Subparagraphs 2.E.(13) and (14), in the event this Agreement terminates for any reason or otherwise expires, or in the event Distributor sells, transfers or dissolves all or part of its business. Distributor shall provide to Dow a Customer List and the Customer Data of all branded Dow product sales, current as of the date of such notification of Agreement termination or expiration, or of such sale, transfer or dissolution. Following a notice of termination. Dow shall be prohibited from sharing Customer List with any third party distributor for a period of one (1) year from the date Dow or Distributor gave notification of termination, or for one (1) year from the date Dow last received such Customer List from Distributor, whichever is earlier (“Transition Period”). Dow shall not be prohibited from sharing Customer List with any third party following the Transition Period. Dow shall not be prohibited from sharing Customer Data with any third party following notification of termination, expiration or any other event whereby this Agreement would cease to exist.

L. No Liability - The parties agree that there should be no liability by Dow to Distributor for statutorily-based compensation for termination, as specific instances of termination are expected to be set forth in this Agreement.

21. DISPUTES. In the event that the Parties have any disagreement, dispute, breach or claim of breach, non-performance, or repudiation arising from, related to or in connection with this Agreement or any of the terms or conditions hereof, or any transaction hereunder (collectively the “Dispute”), the Parties shall first conduct the following procedure in an attempt to resolve the Dispute:

(a) Within [*****] business days of the time that a Party notifies the other Party in writing of a Dispute, the representatives of each Party shall conduct a meeting to attempt to resolve the matter.

(b) If the representatives of each Party are unable to reach an agreement pursuant to (a) above, then within [*****] business days after such meeting, a Vice President of Distributor and a Vice President of Dow shall meet in a mutually-agreed location to attempt to resolve the matter.

(c) If the procedures set forth in Subsections (a) and (b) above are unsuccessful in resolving the Dispute, the Parties are entitled to pursue all their remedies at law and in equity.

22. CHOICE OF LAW. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Michigan, without regard to Michigan choice of law rules. The venue for all disputes arising under this Agreement shall be the State of Michigan. United States of America. The United Nation’s Convention on Contracts for the International Sale of Goods is explicitly excluded.

23. TECHNICAL ASSISTANCE

Dow shall provide such technical assistance as Dow considers reasonably appropriate and necessary to support Distributor’s distribution and resale of Product(s). Such technical assistance shall be reviewed and agreed upon by the parties prior to either party making any commitment or expenditure related to such technical assistance.

24. GENERAL PROVISIONS

A. Non-Waiver - Failure of either party to exercise any of its rights under this Agreement upon one or several occasions shall not waive its right to exercise the same on another occasion.

B. Severability - The provisions of this Agreement are severable in that if any provision of this Agreement is held invalid, such invalidity shall not affect other provisions or application of this Agreement which can be given effect without the invalid provision or application. If such invalidity becomes known or apparent to Dow and Distributor, Dow and Distributor agree to negotiate promptly in good faith in an attempt to make appropriate changes and adjustments to achieve as closely as possible consistent with applicable law, the original intent and spirit of such invalid provision.

C. Assignment - The rights and duties of this Agreement are not assignable or transferable by either party without the other party’s written consent. In the instance of a sale or disposition of a Dow business or product line (including any transfer to a Dow joint venture) no assignment will be deemed to occur without the express written acceptance by all of the parties.

D. No Third Party Beneficiaries - Nothing in this Agreement shall be construed as creating any direct or beneficial right in or on behalf of any third party.

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E. Shipments Pending Signatures - Acceptances of Product(s) by Distributor on or after the effective date of this Agreement, but before Distributor makes a definite and reasonable written expression of acceptance, shall constitute acceptance of the terms of this Agreement as to such sale of Product(s), but, notwithstanding UCC § 2-201(2), shall not in itself constitute an acceptance of the final written expression of this Agreement with respect to future quantities.

F. Inform Distributor Locations - Distributor shall provide a copy of this Agreement with the pertinent exhibits and amendments to each of its relevant locations and shall assure that its manager at each of its relevant locations is familiar with the terms of this Agreement.

G. Objection to Other Terms; Entire Agreement; Amendments - Any attempted modification of this document by Distributor, and any additional or different terms included in Distributor’s purchase order, in any other document responding to this offer, or in subsequent documents, purchase orders or acknowledgment requests provided by Distributor relating to this offer are hereby objected to by Dow. When signed by an authorized representative of both parties, this Agreement, together with its exhibits and amendments, supersedes all previous agreements between the parties pertaining to distribution of Product(s) and shall constitute the final, complete and exclusive written expression of the agreement between the parties. Thereafter, this Agreement may be modified only by an amendment expressly stated as such and signed by an authorized representative of both parties.

H. Confidentiality

(1) Distributor shall utilize Dow’s confidential/proprietary information, as designated by Dow (“Dow Confidential/Proprietary Information”), solely for uses permitted by Dow. Distributor shall retain Dow Confidential/Proprietary Information in strict confidence and not disclose Dow Confidential/Proprietary Information to any third party, or to any Distributor employee and/or agent not having a need to know Dow Confidential/Proprietary Information. If requested by Dow, Distributor shall execute and strictly adhere to a confidentiality agreement governing the use and disclosure of Dow Confidential/Proprietary Information. If requested by Dow, Distributor shall cause each Distributor employee and/or agent having access to Dow Confidential/Proprietary Information to execute and strictly adhere to a confidentiality agreement, as between Distributor and each such employee and/or agent. Each such confidentiality agreement shall prohibit the disclosure of any Dow Confidential/Proprietary Information to any third party during employment with Distributor, and upon and after termination of such employment.

(2) Excepted from these obligations of confidence and non-use is that information which:

(a) is available, or becomes available, to the general public without fault of the receiving party,

(b) was in the possession of the receiving party on a non-confidential basis prior to receipt of the same from the disclosing party,

(c) is obtained by the receiving party without an obligation of confidence from a third party who rightfully possesses such information and is under no obligation of confidentiality to the disclosing party, or

(d) is independently developed by the receiving party.

(3) For the purpose of this paragraph, a specific item of confidential and/or proprietary information shall not be deemed to be within the foregoing exceptions merely because it is embraced by more general information in the public domain or in the possession of the receiving party. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the receiving party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the receiving party.

I. Headings - The headings of the paragraphs hereto have been inserted for convenience only, are not to be considered a part of this Agreement, and shall not limit, modify or affect the construction of this Agreement.

J. Binding - This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each party hereto, but any assignment of this Agreement by Distributor, or delegation of its obligations hereunder, without Dow’s prior written consent, shall be void.

K. Survival - The terms and conditions of this Agreement shall survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favor they operate.

L. OWNERSHIP RESTRICTION - During the term of this Agreement, Distributor [or principles of Distributor] shall not directly or indirectly own any additional interest in, manage, or control any business competing with the businesses of Dow as contained in this agreement [or products that compete with the Products], as such businesses exist or are in process during the term of this Agreement, anywhere in the world. Nothing herein shall prohibit Distributor from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Distributor has no active participation in the business of such corporation.

M. Compliance With Laws - Distributor warrants that they will not offer or pay money or anything of value to a government official or political candidate for the purpose of obtaining, retaining or directing business to any person or entity, as prohibited by the any applicable laws, which may include, without limitation, the U.S. Foreign Corrupt Practices Act.

25. NOTICE. Any notices required or permitted to be given hereunder shall be in writing to the addresses listed below:

To Distributor:
	Ravago Holdings America
	800 Connecticut Avenue
	Norwalk, CT 06854
	Attention: Mark Lux, President
With a copy to:	Ravago Holdings America
	800 Connecticut Avenue
	Norwalk, CT 06854
	Attention: Mark Appelbaum, General Counsel
To Dow:
	The Dow Chemical Company
	2030 Dow Center
	Midland, Ml 48674
	Attention: Indirect Sales Director

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With a copy to:	The Dow Chemical Company
	Indirect Sales Legal Counsel 2040 Dow Center Midland, MI 48674

or to such other address as either party may hereafter designate by notice to the other party. The date of giving of any such notice shall be the date confirmed by verified receipt. Either party may at any time direct in writing that particular communications or types of communications be delivered to specific designees other than those named herein.

26.    ADDITIONAL EXHIBITS:	Exhibit A – Company Subsidiaries
	Exhibit B – Dow Products and Geographic Product Riders
	Exhibit C – Global Rebate

ANY EXHIBITS ARE INTEGRAL PARTS OF THIS DOCUMENT. PLEASE READ COMPLETELY BEFORE EXECUTING.

By affixing their signatures below, the undersigned certify and warrant that they understand the legal significance of the terms of this Agreement and that they have the legal authority to bind their respective companies to the terms herein.

RAVAGO SA		THE DOW CHEMICAL COMPANY
By:		BY:	/s/ James R. Fitterling
NAME:		NAME:	James R. Fitterling
TITLE:		TITLE:	President, Basic Plastics

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EXHIBIT A

DISTRIBUTOR SUBSIDIARIES

COMPANY	FULL LEGAL NAME
Channel Prime Alliance	Channel Prime Alliance LLC
Channel Prime Alliance Canada	Channel Prime Alliance Canada Co.
Channel Prime Alliance (Mexico)	Channel Prime Alliance de Mexico S de RL de C.V.
Complastic	Complastic S.P.A.
Comtec Polymers	Comtec Polymers LLC
Coratech	CoRa Tech GmbH
Dilaplast	Dilaplast S.P.A.
Distribuidora Internacional	Distribuidora Internacional Multibasica SA de CV
E. P. Compounding	E.P. Compounding S.L.
E.P.C.	E.P.C. NV
Enplast A.S.	Enplast A.S.
Entec	Entec Polymers, LLC
Entec Polymers International (d/ba)	Entec Polymers, LLC
Entec Resins Mexico	Entec Resins Mexico, S.A. de C.V.
FACT	Fact Future Advanced Composites & Technology GmbH
GEBO PLAST	Gebo-plast SARL
GeoChem	Geochem International LLC
GeoChem SRL	Geoehem SRL S de RL d CV
Kunststoffexpress Handel	KUNSTSTOFFEXPRESS Handel GmbH
Lexicon Exports	Lexicon AG
Muehlstein	H. Muehlstein & Co., Inc.
Muehlstein Americas	Muehlstein Americas LLC
Muehlstein Argentina	Muehlstein Argentina, S.R.L.
Muehlstein Brazil	Muehlstein Comercio de Resinas LTDA
Muehlstein Canada	H. Muehlstein & Co. (Canada)
Muehlstein Compounded Products (d/b/a)	Pegasus Polymers Benelux, Inc.
Muehlstein de Chile	Muehlstein de Chile, S.A.
Muehlstein de Colombia	Muehlstein de Colombia, S.A.
Muehlstein de Costa Rica	Muehlstein de Costa Rica, S.A.
Muehlstein de Ecuador	Muehlstein de Ecuador, S.A.
Muehlstein de El Salvador	Muehlstein de El Salvador, S.A.
Muehlstein de Guatemala	Muehlstein de Guatemala, S.A.
Muehlstein de Mexico	Muehlstein de Mexico, S.A. de C.V.
Muehlstein de Peru	Muehlstein de Peru, S.A.
Muehlstein de Puerto Rico	Muehlstein de Puerto Rico, Inc.
Muehlstein Korea	Muehlstein International, Ltd.
Nisco Almati	Nisco-Kazakhstan TOO
Nisco Construction	Limited Liability Company “NISCO CONSTRUCTION UKRAINE”
Nisco Construction	Nisco Construction ZAO
Nisco International	Nisco International Ltd.
Nisco SPB	OOO Nisco SPB
Novalca	Novalca S.R.L.
Novell	Novell Distribution Inc.
Pegasus Plastik Kimya	Pegasus Plastik Kimya Sanayi Ve Ticaret Anonim Sirketi
Pegasus Polymers	Pegasus Polymers Marketing GmbH
Pegasus Polymers Asia	Pegasus Polymers Asia, Limited
Pegasus Polymers France	Pegasus Polymers France S.A.R.L.
Pegasus Polymers Iberica	Pegasus Polymers Iberica S.L.
Pegasus Polymers International	Pegasus Polymers International, Inc.
Pegasus Polymers Int’l	Pegasus Polymers International Inc.
Pegasus Polymers Italia	Pegasus Polymers Italia Srl.
Pegasus Polymers Trading	Pegasus Polymers Trading (Shanghai) Co., Ltd.
Plastomark PTY	Plastomark (Proprietary) Ltd.
Polykem SR DOO	Polykem SR DOO
Polymed Ltd.	Polymed Ltd.
Polymer Trading BV	Polymed Trading BV
Pyramid Polymers	Pyramid Polymers Inc.
R.P.L	R.P.L. SA
RAGEBO ZA	Ragebo SARL
Rapid Distribution	Rapid Distribution LLC
Ravago	Ravago d.o.o.
Ravago Bratislava	Ravago Bratislava s.r.o.
Ravago China	Ravago China Ltd.
Ravago Distribution Center	Ravago Distribution Center NV
Ravago Hong Kong	Ravago Hong Kong
Ravago Italia Locate	Ravago Italia S.P.A (Divizione MP Compounds)
Ravago Italia Mornico	Ravago Italia S.P.A.
Ravago Logistic Center	Ravago Logistic Center NV
Ravago Plasticos	Ravago Plasticos S.A.
Ravago Plastics Deutschland	Ravago Plastics Deutschland GmbH
Ravago Plastics Hellas Abee	Ravago Plastics Hellas SA
Ravago Production	Ravago Production NV

DOW CONFIDENTIAL - Do not share without permission

EXHIBIT A

DISTRIBUTOR SUBSIDIARIES

Ravago Resinex CZ	RAVAGO RESINEX CZ s.r.o.
Resin Express (Switzerland) *	Resin Express AG
Resin Express (Germany) *	Resin Express GmbH
Resin Express (UK) *	Resin Express Ltd
Resin Express Austria *	Resin Express Austria GmbH
Resin Express Benelux *	Resin Express Benelux NV
Resin Express France *	Resin Express France SAS
Resin Express Ireland *	Resin Express Sales (Ireland) Ltd.
Resin Express Italia *	Resin Express Italia S.R.L.
Resin Express Netherlands *	Resin Express Nederland BV
Resin Express Nordic *	Resin Express Nordic AB
Resinex (Bosnia & Croatia)	Resinex d.o.o.
Resinex (Serbia)	Resinex d.o.o. Belgrade
Resinex BMY	Resinex BMY
Resinex Bulgaria	Resinex Bulgaria Ltd.
Resinex Campi Y Jove	Resinex-Campi y Jove S.L.
Resinex Ghana Ltd.	Resinex Ghana Ltd.
Resinex Gradiska	Resinex d.o.o.
Resinex Hungary	Resinex Hungary Kft.
Resinex Maroc S.A.R.L	Resinex Maroc S.A.R.L.
Resinex Romania	Resinex Rom S.R.L.
Resinex Sp.	Resinex Sp. z.o.o.
Resinex&Krogh I/S	Resinex&Krogh I/S
RP Compounds	RP Compounds GmbH
UAB Ravago Resinex Baltics	UAB Ravago Resinex Baltics
UMAC-MIDWEST	Umac Midwest NV

Note: * Companies with “Resin Express” names will be renamed using “Resinex” names during 2008

Note: Other Ravago entities within the geographic region of the Middle East may be included upon mutual agreement of Dow and Ravago

DOW CONFIDENTIAL - Do not share without permission

EXECUTION COPY

EXHIBIT C

[*****]

DOW CONFIDENTIAL - Do not share without permission

EXECUTION COPY

[*****]

DOW CONFIDENTIAL - Do not share without permission

EXECUTION COPY

[*****]

DOW CONFIDENTIAL - Do not share without permission

EX-10.21

Exhibit 10.21

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

STYRENE BASELOAD

SALE AND PURCHASE AGREEMENT

between

Dow Europe GmbH

and

Jubail Chevron Phillips Company

Dated: June 30, 2004

Table of Contents

ARTICLE I DEFINITIONS AND INTERPRETATION	1
Section 1.1. Definitions	1
Section 1.2. Interpretation	5
ARTICLE II TERM AND TERMINATION	6
Section 2.1. Term	6
Section 2.2. Termination	7
Section 2.3. Termination for Cause	7
ARTICLE III STYRENE SALES AND QUANTITIES	8
Section 3.1. Styrene Sales	8
Section 3.2. Commencement Date Timing	9
Section 3.3. Quantity	9
Section 3.4. Monthly Shortfall	9
Section 3.5. Alternative Sale of Monthly Shortfall Quantities	10
Section 3.6. Annual Shortfall	10
Section 3.7. Delayed Delivery	10
ARTICLE IV FORECASTS	10
Section 4.1. Rolling 3-Month Forecasts	10
Section 4.2. Annual Nomination	10
Section 4.3. Confirmation of Annual Nomination	11
Section 4.4. Scheduled Shutdowns	11
ARTICLE V PRICE AND PAYMENT TERMS	11
Section 5.1. Pricing	11
Section 5.2. Payment Terms	13
Section 5.3. Suspending Shipments	13
Section 5.4. Taxes	13
Section 5.5. Published References	14
Section 5.6. Price Adjustments	14
Section 5.7. Most Favored Purchaser	14
ARTICLE VI DELIVERY AND MEASUREMENT	15
Section 6.1. Delivery Rate	15
Section 6.2. Delivery Location	15
Section 6.3. Title and Risk of Loss	15
Section 6.4. Measurement	15
Section 6.5. Shipping Details	15
ARTICLE VII WARRANTIES	16
Section 7.1. Sole Warranty	16
Section 7.2. Disclaimer of Other Warranties	16
ARTICLE VIII INSPECTION, CLAIMS AND LIMITATION OF LIABILITY	16
Section 8.1. Inspection	16
Section 8.2. Test Methods	17
Section 8.3. Off-Spec Styrene	17
Section 8.4. Maximum Liability	17

Styrene Baseload Sale And Purchase Agreement	Page i
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Section 8.5. Consequential Loss	17
Section 8.6. Reporting	17
ARTICLE IX FORCE MAJEURE	18
Section 9.1. Force Majeure	18
Section 9.2. Reduction in Volumes	18
Section 9.3. Notice Requirements	19
Section 9.4. Remainder of Obligations Not Affected	19
Section 9.5. Cessation of Force Majeure	19
Section 9.6. Termination for Prolonged Force Majeure	19
Section 9.7. General Limitations	19
ARTICLE X SAFETY AND HEALTH COMMUNICATIONS	20
ARTICLE XI INDEMNIFICATION	20
Section 11.1. Indemnity	20
Section 11.2. Notification of Claims	21
ARTICLE XII DISPUTE RESOLUTION	22
Section 12.1. Dispute Negotiation	22
Section 12.2. Alternate Dispute Resolution	22
ARTICLE XIII ASSIGNMENT	23
Section 13.1. Assignment in General	23
Section 13.2. Assignment to Successor in Interest	23
Section 13.3. Assignment to Affiliate	23
Section 13.4. Assignment to Lender	23
ARTICLE XIV MISCELLANEOUS	24
Section 14.1. Public Announcements	24
Section 14.2. Construction	24
Section 14.3. Severability	24
Section 14.4. Further Assurances	25
Section 14.5. Survival of Representations, Warranties, Covenants, and Obligations	25
Section 14.6. Expenses	25
Section 14.7. Benefit	25
Section 14.8. No Waiver of Rights	25
Section 14.9. Governing Law and Precedence	25
Section 14.10. Notices	25
Section 14.11. Counterparts	26
Section 14.12. English Language and Calendar	26
Section 14.13. Relationship Between the Parties	26
Section 14.14. Conflict of Interest	26
Section 14.15. Certain Practices	27
Section 14.16. Guarantee	27
Section 14.17. Confidentiality	27
Section 14.18. Entire Agreement and Modification	27
Section 14.19. Amendment or Modification	28
List of Exhibits	29
Exhibit A Styrene Specification and Analytical Testing Methods	A-1

Styrene Baseload Sale And Purchase Agreement	Page ii
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Exhibit B Sample Calculations	B-1
Exhibit C Form of Guarantee (Dow)	C-1
Exhibit D Form of Guarantee (for SIIG and CPChem)	D-1

Styrene Baseload Sale And Purchase Agreement	Page iii
(between JCP and Dow Europe)
Effective Date: June 30, 2004

STYRENE BASELOAD SALE AND PURCHASE AGREEMENT

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”).

WHEREAS, JCP is developing a project for the construction of a facility in Jubail, Kingdom of Saudi Arabia, for the anticipated production of styrene (among other things); and

WHEREAS, conditioned upon JCP obtaining the necessary approvals and financing for such project and that such project proceeds to successful completion, JCP desires to sell Styrene to Dow Europe on a long-term basis, and Dow Europe similarly desires to purchase Styrene from JCP, all in accordance with the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the above premises and the mutual undertakings herein contained, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions.

For the purposes of this Agreement, unless the context otherwise requires, capitalized terms used in this Agreement shall have the following meanings:

“Affiliate”	means in relation to a person, any other person Controlled by such first person or which is controlled by or under common Control with such first person.
“Annual Contract Quantity”	means [*****] per Contract Year, being pro-rated in respect of partial years, and except with respect to the Disengagement Period.
“Annual Nomination”	has the meaning established in Section 4.2.
“Annual Shortfall Quantities”	means the amount in metric tons by which the quantity of Styrene actually purchased by Buyer in a given Contract Year is less than the Annual Nomination.

Styrene Baseload Sale And Purchase Agreement	Page 1
(between JCP and Dow Europe)
Effective Date: June 30, 2004

“Annual Shortfall Payment”	means [*****] in affect for the Month in question times the Annual Shortfall Quantities, net of any Monthly Shortfall Payments for the Contract Year in question.
“Business Day”	means a day in the capital city of the relevant country on which commercial banks are open for normal business excluding Thursday and Friday in the case of Seller, and excluding Saturday and Sunday in the case of Buyer.
“Change of Control”	A change of control shall occur when there is a change of control of either Party by sale of stock or any other means, when the new controlling entity is one of the three largest global producers or the largest Asian producer of polystyrene at the time of the change.
“Commencement Date”	means the date on which Seller’s Plant is ready for commercial production of Styrene meeting Specification. This date shall be no earlier than April 1, 2007 and no later than April 1, 2008. Seller shall give Buyer 24 months advance notice of the anticipated Commencement Date and shall update Buyer with any changes thereto.
“Confidential Information”	means data, know-how, methods, processes, specifications or instructions that are not subject to the terms of other written agreements and shall include proprietary business information of a technical or non-technological nature, including financial information. Such Confidential Information also may include, but is not limited to, physical, compositional and performance specifications, manufacturing conditions, machinery, chemical applications, laboratory instruments, laboratory methods of analysis, interpretation of laboratory results, processes, techniques, technologies, and manufacturing methods, whether or not speculative or experimental in nature, including business and technical information, Such information, if communicated orally, shall be considered Confidential Information if notice is given to the recipient that the information is confidential or if, due to the nature of the information, a reasonable person would understand the information to be confidential.
“Contract Period”	has the meaning established in Section 2.1.
“Contract Year”	means the period beginning at 0000 hours (Greenwich Mean Time) on January 1st of any calendar year and ending at 2400 hours (Greenwich Mean Time) on December 31st of the same calendar year during the Contract Period.

Styrene Baseload Sale And Purchase Agreement	Page 2
(between JCP and Dow Europe)
Effective Date: June 30, 2004

“Control”	means in relation to either Party, the right of a person or persons acting together, whether in law or in fact, to secure by means of the holding of shares bearing at least 50% of the voting rights attaching to all the voting interests in that Party, or by having the power to control the composition of the board of directors of that Party so that all or a substantial proportion of the affairs of that Party are conducted in accordance with the wishes of that person or persons and “Controlled” shall be construed accordingly.
“Delivery Location”	means the ship’s rail at Jubail Industrial Port, Kingdom of Saudi Arabia, or at such other location or locations as may be mutually agreed between the Parties from time to time.
“Disengagement Period”	[*****]
“Excusing Conditions”	means with respect to Buyer, Force Majeure events as provided in Article 9, Seller’s failure to deliver Styrene, Seller’s failure to deliver Styrene meeting Specification, or other fault of Seller; and
	means with respect to Seller, Force Majeure events as provided in Article 9, Buyer’s failure to purchase Styrene meeting Specification, or other fault of Buyer.
“Firm Monthly Nomination”	has the meaning established in Section 4.1
“FOB”	has the meaning ascribed to it in Incoterms 2000.
“LIBOR”	means, in relation to any unpaid sum, the rate per annum calculated as the arithmetic mean (rounded to the nearest .0001 percentage point) of the offered rates for deposits in US Dollars for a one-month period that appear on the Reuters Screen LIBOR Page as of 11:00 AM, London time, on the day that is two banking days preceding the payment due date.
“Location Differential”	means the differential expressed in U.S. dollars per metric ton agreed upon annually for the Secondary Delivery Locations as defined in the Exchange Agreement.
“Maximum Monthly Nomination”	[*****]

Styrene Baseload Sale And Purchase Agreement	Page 3
(between JCP and Dow Europe)
Effective Date: June 30, 2004

“Minimum Monthly Nomination”	means that amount which is equal to the Annual Nomination for the Contract Year in question [*****] subject to any Excusing Conditions then existing. However, in calculating the Minimum Monthly Nomination [*****]
“Month”	means the period beginning at 0000 hours (Greenwich Mean Time) on the first day in any calendar month and ending at 2400 hours (Greenwich Mean Time) on the last day of the same calendar month.
“Monthly Nomination”	means the amount as nominated by Buyer for anticipated purchase of Styrene as further described in Section 4.1
“Monthly Shortfall Payment”	means (i) [*****] effect for the Month in question times the Monthly Shortfall Quantities or (ii) in the event Seller is able to sell the Monthly Shortfall Quantities in the same Month for which the Firm Monthly Nomination applies [*****]
“Monthly Shortfall Quantities”	means the amount in metric tons by which the quantity of Styrene actually purchased by Buyer in a given Contract Month is less than the Minimum Monthly Nomination. However, in the event that the Firm Monthly Nomination is greater than the Minimum Monthly Nomination, then Monthly Shortfall Quantities shall mean the amount in metric tons by which the quantity of Styrene actually purchased by Buyer in a given Contract Month is less than the Firm Monthly Nomination.
“Metric Ton(s)”	means 2204.62 pounds.
“Net Realization”	means the net proceeds received by Seller in connection with the sale to third parties of Monthly Shortfall Quantities, after deduction of all costs of sale including freight, marketing fees, terminating, carrying cost of credit terms [*****] and inspection fees.
“Nominated Plants”	means the following plants of Buyer or its Affiliates located in the Asia Pacific region: Tsing Yi and Merak, plus any additional plants in the Asia Pacific region which Buyer may construct or acquire during the Contract Period, which consume or transform styrene monomer.

Styrene Baseload Sale And Purchase Agreement	Page 4
(between JCP and Dow Europe)
Effective Date: June 30, 2004

“Nominated Plants Capacity”	means the total design capacity of the Nominated Plants, which is equal to [*****] per year as of the date of execution of this Agreement. However, this amount may be increased during the Contract Period as a result of any additions or expansions to any of the Nominated Plants. In the event that the capacity of the Nominated Plants is reduced at any time during the Contract Period, the Nominated Plants Capacity shall be accordingly reduced for the same amount up to a maximum reduction of [*****] of the then current Nominated Plant Capacity, but in no event shall the number be reduced below [*****].
“Off-Spec Styrene”	means Styrene which fails to meet Specification.
“Party”	means either Seller or Buyer individually and “Parties” shall mean Seller and Buyer collectively.
“Seller’s Plant”	means the facilities of Seller for the manufacture of styrene located in Jubail, Kingdom of Saudi Arabia, with an estimated effective capacity of [*****].
“Styrene”	means styrene meeting Specification produced at Seller’s Plant.
“Styrene Price”	has the meaning established in Section 5.1.
“Specification”	means the Buyer’s quality specifications relating to Styrene as set forth in Exhibit A attached hereto and as modified from time to time by mutual agreement between the parties.

Section 1.2. Interpretation.
In this Agreement, unless the contrary is indicated:
1.2.1	“person” includes any individual, company, proprietorship, body corporate or unincorporated, or other juridical person, partnership (whether or not having separate legal personality), firm, joint venture or trust or any federation, state or subdivision thereof or any government or agency of any of the foregoing and also includes a reference to that person’s legal personal representatives, successors and permitted assigns;
1.2.2	“Section” or “Exhibit” is a reference to a Section of or an Exhibit to this Agreement and the Recitals and Exhibits to this Agreement shall be deemed to form part of this Agreement;
1.2.3	“includes” or “including” shall be without limitation;
1.2.4	an agreement or document is a reference to that agreement or document as from time to time supplemented, amended, substituted or novated (provided that Incoterms 2000 shall not be deemed to be so varied or replaced);

Styrene Baseload Sale And Purchase Agreement	Page 5
(between JCP and Dow Europe)
Effective Date: June 30, 2004

1.2.5	headings are inserted for convenience only and shall not affect the construction of this Agreement; words importing the singular include the plural and vice versa and words importing a gender include the other genders;
1.2.6	a date or a period of time shall be deemed to be expressed in the Gregorian calendar;
1.2.7	the governing language of this Agreement is English;
1.2.8	in the event of any conflict between the express terms of this Agreement and the FOB Incoterm incorporated herein, the express terms of this Agreement shall apply; and
1.2.9	except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the “1999 Act”) to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the 1999 Act.

ARTICLE II

TERM AND TERMINATION

Section 2.1. Term.

The period for the sale and purchase of Styrene under this Agreement shall consist of: (i) the period beginning on the Commencement Date and ending ten (10) calendar years from that date (the “Primary Term”), plus any extension period thereafter (the “Extended Term”), followed by (ii) the Disengagement Period (the Primary Term, the Extended Term and the Disengagement Period shall be referred to collectively as the “Contract Period”). This Agreement shall continue automatically at the end of the Primary Term until terminated pursuant to Section 2.2 below. Notwithstanding the foregoing, Buyer has the option, exercisable in its sole discretion, to extend the Primary Term, in accordance with the following:

(i) this option applies only in the event that circumstances arise (prior to the Seller’s Plant having achieved commercial production) under which the maximum loss provision of Section 3.2 has application and where such maximum loss has been reached;

(ii) Buyer must provide Seller with notice, by no later than twenty-four months prior to the time when the Primary Term otherwise would expire, that Buyer is exercising this option;

(iii) the length of the extension, to be specified in such notice, can be for as long as the amount of time which elapses between the date when the maximum loss is reached and the date when Seller’s Plant achieves commercial production; and

(iv) Buyer may establish a new Annual Contract Quantity, to be specified in such notice and to be effective for the period of the extension, in any amount between [*****] per year.

Styrene Baseload Sale And Purchase Agreement	Page 6
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Section 2.2. Termination.

Except as expressly provided otherwise in this Agreement, neither Party has the right to terminate this Agreement prior to the end of the Primary Term, Notwithstanding the foregoing:

(a) Seller may terminate this Agreement without incurring cost or liability in favor of Buyer in the event Seller does not obtain financing for the construction of Seller’s Plant within the thirty days following the execution of this Agreement; or

(b) if Seller determines not to proceed with constructing Seller’s Plant, Seller may terminate this Agreement upon the payment to Buyer of a [*****] provided that Seller gives written notice of such termination to Buyer by no later than April 1, 2005.

Either Party may terminate this Agreement at the end of the Primary Term (followed by the Disengagement Period) by giving the other Party written notice of the termination at least twenty-four (24) Months prior to the end of the Primary Term. Following the expiration of the Primary Term, either Party may terminate this Agreement by giving the other Party written notice of the termination at least twenty-four (24) Months prior to the proposed commencement of the Disengagement Period. In either event, however, the Disengagement Period will commence at the end of the twenty-four month notice period, and this Agreement will terminate only at the conclusion of the Disengagement Period.

Section 2.3. Termination for Cause.

Either Party (“the First Party”) may terminate this Agreement with immediate effect by notice in writing to the other Party on or at any time after the occurrence of any of the following events in relation to any other Party (“the Second Party”):

2.3.1	if the Second Party commits a material breach of any of its material obligations under this Agreement and, where such breach is remediable, fails to remedy the same within thirty (30) days of being required by the First Party to do so, with the agreement between the Parties being that payment or performance by a guarantor of a Party pursuant to the guarantees attached hereto in Exhibit C shall not be construed to be a remedy of such Party’s breach; for the purposes of this Section 2.3.1, a breach shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the Second Party can comply with the obligation within the thirty (30) day period;
2.3.2	if the Second Party becomes or is deemed to be insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986);
2.3.3	if a petition is presented or meeting convened or resolution is passed for the purpose of winding up the Second Party or the Second Party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, receiver and manager administrator Or administrative receiver appointed over all or any part of its assets or any proposal is made for a company voluntary arrangement in respect of the Second Party;

Styrene Baseload Sale And Purchase Agreement	Page 7
(between JCP and Dow Europe)
Effective Date: June 30, 2004

2.3.4	if the Second Party suffers an event of Force Majeure and the other Party is entitled to terminate this Agreement under Section 9;
2.3.5	if the Second Party experiences a Change of Control;
2.3.6	if the Seller (as the Second Party) implements a change in manufacturing process (from that which is contemplated at the time of executing this Agreement) at Seller’s Plant which causes (as determined by an arbitrator appointed pursuant to Section 12.2 hereof) the Styrene to infringe on the valid patents in effect in China, and Seller does not agree to hold Buyer harmless from the effects of such infringement;
2.3.7	if the Seller’s Plant has not reached commercial production by July 1, 2009 for any reasons other than Force Majeure as defined in Section 9.1, and Seller does not agree to supply styrene meeting Specification to Buyer at the Contract Price, then Buyer may terminate this agreement; provided however that any termination by Buyer under this Section 2.3.7 will be without prejudice to any claims of Buyer arising under this Agreement, subject to the express provisions of this Agreement relating to such claims; or
2.3.8	if the individual or cumulative effect of any Newly Imposed Tax(es) results in an increase in the Seller’s cost of production of at least two times the amount stated at the end of the first sentence of Section 5.4 (hereinafter referred to as Seller’s Tax Limit Cost), and Buyer does not agree to pay half of the amount in excess of the Seller’s Tax Limit Cost of such Newly Imposed Tax(es) allocable to the Styrene sold pursuant to this Agreement (in which case Seller shall have the termination option as the First Party).

In the event of a termination under Section 2.3.1, the breaching Party shall reimburse the nonbreaching Party for all costs and expenses related to pursuit of payment for any claim in any way arising from such breach, including but not limited to reasonable attorneys’ fees.

ARTICLE III

STYRENE SALES AND QUANTITIES

Section 3.1. Styrene Sales.

With effect from the Commencement Date and continuing throughout the Contract Period, Seller agrees to sell and deliver and Buyer agrees to purchase and receive Styrene in accordance with the terms and conditions of this Agreement. Prior to the Commencement Date (during the start-up of Seller’s Plant), certain quantities of Styrene may become available for sale to Buyer; in the event that Buyer chooses to purchase any quantities available prior to the Commencement Date, such sales shall similarly be subject to the terms and conditions of this Agreement. However any such sales before the Commencement Date shall not affect the Contract Period as specified in Section 2.1.

Styrene Baseload Sale And Purchase Agreement	Page 8
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Section 3.2. Commencement Date Timing.

In the event that Seller’s Plant is ready for commercial production prior to April 1, 2007, the Commencement Date shall not be earlier than April 1, 2007 unless otherwise agreed by the parties, and Buyer shall have the option to purchase Styrene produced prior to the Commencement Date pursuant to the terms defined in Section 3.1. If the Seller’s Plant is not ready for commercial production by the nominated Commencement Date for any reasons other than Force Majeure as defined in Section 9.1 hereinbelow, Seller, if requested by Buyer, shall perform one of the following options, as Seller may elect in its sole discretion: (i) supply to Buyer styrene meeting the Specifications (obtained from third-party sources) in accordance with the price and other terms agreed hereunder; or (ii) direct Buyer itself to obtain from third-party sources the monthly quantities contemplated herein, in which case Seller shall pay Buyer an amount equal to the net difference between the Styrene Price (as specified under this Agreement) and any higher price of styrene which Buyer pays in obtaining such styrene, net of Buyer incurred costs as defined in Net Realization, given that Buyer agrees to exercise its best efforts to obtain the lowest price achievable under the circumstances. In any event however, the Parties expressly agree that the maximum loss which Seller shall be obliged to incur with respect to the provisions of this Section 3.2 shall be no greater than [*****]. Seller shall not be entitled to delay the achievement of commercial production on the basis of financial, business or market reasons, or on the basis of Seller’s gross negligence or willful misconduct, and if Seller breaches this obligation then the provision as to limitation of loss which is contained in the preceding sentence shall not apply to the extent of any delay which is attributable to such breach. In determining whether any delay is due to Seller’s willful misconduct, only the actions of the officers and directors of Seller (and of Seller’s Affiliates) will be considered.

Section 3.3. Quantity.

The quantity of sales on an annual basis shall be consistent with each Annual Nomination, in accordance with Section 4.2, which Annual Nomination shall be equal to or greater than the Annual Contract Quantity, except to the extent that Excusing Conditions occur. With respect to sales on a monthly basis, the quantity of sales shall be consistent with each Monthly Nomination, provided pursuant to Section 4.1. However, to the extent that a Monthly Nomination is more than the Maximum Monthly Nomination, such sales shall be at the Seller’s discretion.

Section 3.4. Monthly Shortfall.

If Buyer fails to purchase Styrene for any reason other than any applicable Excusing Conditions, such that there are resulting Monthly Shortfall Quantities, then Buyer shall pay to Seller the Monthly Shortfall Payment in accordance with the provisions of Section 5.2. A sample calculation of a Monthly Shortfall Payment is included in Exhibit B. IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES HERETO THAT SELLER’S RIGHT TO COLLECT THE MONTHLY SHORTFALL PAYMENT CONSTITUTES SELLER’S EXCLUSIVE REMEDY FOR BUYER’S FAILURE TO PURCHASE THE MONTHLY NOMINATION, AND IN NO EVENT SHALL BUYER BE OBLIGATED TO PAY MORE THAN THE MONTHLY SHORTFALL PAYMENT FOR ANY VOLUME OF STYRENE NOT ACTUALLY PURCHASED BY BUYER IN A GIVEN MONTH. THE MONTHLY SHORTFALL PAYMENT REPRESENTS A REASONABLE AND GENUINE PRE-ESTIMATE OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PURCHASE THE MONTHLY NOMINATION AND DOES NOT CONSTITUTE A PENALTY. BUYER SHALL NOT BE REQUIRED TO PAY THE

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MONTHLY SHORTFALL PAYMENT TO THE EXTENT OF ANY APPLICABLE EXCUSING CONDITIONS.

Section 3.5. Alternative Sale of Monthly Shortfall Quantities.

If Buyer fails to purchase the Firm Monthly Nomination, Seller may undertake to effectuate an alternative sale of such Monthly Shortfall Quantities. If and to the extent that the Seller endeavours to make spot sales of the Monthly Shortfall Quantities, Seller will use commercially reasonable efforts to sell it at the highest market price available in any region reasonably chosen by Seller.

Section 3.6. Annual Shortfall.

If Buyer fails to purchase the Annual Contract Quantity pursuant to Section 4.1 in a given Contract Year (for reasons other than any applicable Excusing Conditions), then Buyer shall pay to Seller the Annual Shortfall Payment. In the event that the cumulative amount of any Monthly Shortfall Payments made by Buyer for the Contract Year in question cause the Annual Shortfall Payment to be a negative number (after netting), then Seller shall reimburse the amount to Buyer. A sample calculation of an Annual Shortfall Amount is included in Exhibit B.

Section 3.7. Delayed Delivery.

In each Month, Buyer shall have the option to purchase Styrene without taking immediate delivery, upon providing written notice thereof to Seller not later than the 20^th of the prior month. [*****]. The price for such Styrene shall be determined in accordance with Section 5.1 as of the Month of the election. All Styrene sold but not delivered under this Section shall be deemed by the Parties to have been purchased by Buyer at the Delivery Location as of the election date and then accounted for and held by Seller for subsequent delivery to Buyer, as Buyer shall instruct.

ARTICLE IV

FORECASTS

Section 4.1. Rolling 3-Month Forecasts.

No later than the 20^th of each month during the Contract Period, Buyer shall provide Seller with a [*****] rolling forecast of Monthly Nominations, reflecting the Styrene Buyer intends to purchase and receive during the [*****] starting at the end of the month when the forecast is provided (the “Rolling Forecast”). With respect to the initial month of each Rolling Forecast, the Monthly Nomination shall be provided on a firm and binding basis (the “Firm Monthly Nomination”), whereas the Monthly Nominations[*****] of the Rolling Forecast are understood merely to be good faith estimates.

Section 4.2. Annual Nomination.

By no later than September 30th of the year preceding each Contract Year, Buyer shall provide to Seller in writing a nomination of Buyer’s anticipated purchase levels for the upcoming Contract Year (the “Annual Nomination”). The amount of each Annual Nomination

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shall be equal to or greater than the Annual Contract Quantity, except to the extent of applicable Excusing Conditions. However, Buyer acknowledges that to the extent requested sales under the Annual Nomination are greater than the Annual Contract Quantity, such excess sales shall be at the discretion of Seller and the price applicable to such excess sales shall be a matter of negotiation between the Parties. In the event Buyer does not provide the new Annual Nomination by the date specified, the Annual Nomination for the upcoming Contract Year shall be deemed to be [*****].

Section 4.3. Confirmation of Annual Nomination.

By no later than thirty (30) days following receipt of an Annual Nomination, Seller shall provide Buyer with a response confirming Seller’s receipt of the Annual Nomination for the Contract Year in question. In the event Seller does not provide the confirmation within the time period specified, Seller shall be deemed to confirm the Annual Nomination for the upcoming Contract Year, subject to the provisions of Section 4.2 with respect to excess sales.

Section 4.4. Scheduled Shutdowns.

Buyer and Seller will use reasonable endeavors to coordinate scheduled shut downs with each other and shall give the other Party twelve (12) months advance notice of any scheduled shutdown which shall affect the ability of a Party to supply or receive product on a short-term basis. However, for the avoidance of doubt the Parties hereby acknowledge that scheduled shutdowns shall not constitute an Excusing Condition and thus shall not reduce the purchase and sale obligations contained herein with respect to Annual Nominations unless otherwise mutually agreed.

ARTICLE V

PRICE AND PAYMENT TERMS

Section 5.1. Pricing

The price for Styrene sold hereunder (the “Styrene Price”) shall be established in U.S. cents per pound (“cpp”) and converted to U.S. dollars per Metric Ton [*****]. The Styrene Price shall be based upon the following formula, as defined below, and shall be calculated in the following manner:

[*****]

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[*****]

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[*****]

Section 5.2. Payment Terms.

On or about the 5^th Business Day of each Month, a consolidated invoice will be issued to Buyer for all Styrene sold during the preceding Month, as well as other amounts due and owing, including any outstanding Monthly Shortfall Payment and (each January following a Contract Year) any Annual Shortfall Payment owing for the Contract Year in question. Buyer shall pay the invoice amount on the 15^th day of each Month (or if such 15^th day is not a Business Day for Buyer, then on the next Business Day) via electronic funds transfer (“EFT”) to an account as specified by Seller; provided, however, that said payment date will be extended by the number of days by which Seller is delayed in issuing its invoice. All amounts due under an invoice shall be due and payable in currency of the United States. If either Party disputes the amount due under an invoice, the Parties shall act promptly to resolve the dispute. However, Buyer will only be entitled to withhold payment of that amount subject to bona fide dispute. If any amount is determined or agreed actually to be due and owing, the Party owing such amount shall promptly pay such amount plus interest at LIBOR + 1% for the period from the date of the invoice until payment.

Section 5.3. Suspending Shipments.

If Buyer is past due in payment of any amount owing to Seller or is unable to pay its debts as they fall due, Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or goods in transit, until Seller receives payment of all amounts owing to Seller, or otherwise receives adequate assurance of payment for any amounts outstanding to Seller, in the form of a letter of credit, a parent guarantee or a bank guarantee. If Seller has committed a breach of its supply obligations (which Seller has failed promptly to cure in accordance with Section 2.3.1 and any other provisions of this Agreement), Buyer reserves the right, without liability and without prejudice to any other remedies (including termination pursuant to Section 2.3), to suspend future purchases until Seller’s breach is properly cured.

Section 5.4. Taxes.

Any tax (other than on income or on gross receipts or measured by income or gross receipts), duty or other governmental charge now or hereafter imposed (including “Superfund” taxes) on the delivery of Styrene to Buyer pursuant to this Agreement (or on

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Seller, or required to be paid or collected by Seller, by reason of the manufacture of such Styrene), which would have application after the Commencement Date, hereinafter “Newly Imposed Tax”, shall be apportioned equally between Seller and Buyer with respect to the Styrene sold under this agreement, in addition to the Styrene price; provided that under no circumstances shall Buyer be obliged to pay an amount in excess of [*****] pursuant to the provisions of this section. It is the intent of the Parties for Buyer to pay only such Newly Imposed Tax as relates to Styrene delivered to Buyer. If a Newly Imposed Tax is calculated on any basis other than an amount per metric ton delivered or as a percentage of purchase price, such as a periodic amount imposed on the manufacture of Styrene, the Newly Imposed Tax will be prorated between Buyer and Seller taking into account only the Styrene delivered to Buyer upon which the Newly Imposed Tax is imposed. Buyer and Seller shall each be entitled to one-half (on a pro rata basis) of any tax credit, refund, or reduction in tax charge that may be available with respect to the taxes paid on delivery, manufacture, sale, or use of such Styrene and Seller shall cooperate with Buyer if necessary to secure such credit, refund, or tax reduction. A Newly Imposed Tax shall not be payable by Buyer to the extent it results from Seller’s negligence or from any actions or negotiations of Seller intending to allocate any Newly Imposed Tax on the supply of Styrene to Buyer.

Section 5.5. Published References.

The Parties agree that they will negotiate an alternative reference price, pricing mechanism or index if any of the published reference prices or indices used to establish a pricing formula are no longer published when no alternative published reference price is already specified in this Agreement. Further, it is recognized by both parties that the Styrene Monomer purchased under this agreement is destined for the major markets in Asia and as such the raw material references are intended to be representative of the actual or prevailing prices impacting the valuation of Styrene Monomer in these markets. The references currently applied in this contract meet this criterion. If any of such reference prices or indices no longer meets this criterion, then either Party has the right to propose to replace an existing reference price in this Agreement with a new prevailing market reference price by communicating to the other Party not later than November 1 preceding any Contract Year. If the other Party does not agree on such alternative reference price within 60 days, then either Party may refer the matter for resolution in accordance with the provisions of Section 12.2, with the new reference price to be applied retroactively to the beginning of the Contract Year in question in the event the disagreement is resolved in favor of the new reference price. If there is a correction in any of the referenced publications within thirty (30) days of publication, the correction shall be applied to the price as applicable.

Section 5.6. Price Adjustments.

The Parties agree that there will not be any price adjustment made, whether due to publication error or calculation error, to an invoiced amount more than twelve (12) Months after the date of the applicable invoice.

Section 5.7. Most Favored Purchaser.

If Seller at any time during the term of this Agreement shall offer Styrene for sale to any third party for use in Asia or India (other than an entity in which an Affiliate of Seller owns an equity (or similar) interest of 40% or more), in monthly quantities equal to or smaller than those established in this Agreement, on substantively equivalent or better terms and conditions for the third party (including in relation to contract duration any contractual duration longer than three

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years), and on a structured pricing basis substantively equivalent to that which is established in this Agreement, which results in a net price lower than that which is in effect under this Agreement, then Seller shall, to the extent permitted by applicable law, offer Buyer the same lower price for the Styrene purchased hereunder, but only after the two initial years of the contract with the third party have elapsed and thereafter only for the period of time in which such third party’s lower price is in effect.

ARTICLE VI

DELIVERY AND MEASUREMENT

Section 6.1. Delivery Rate.

Seller shall endeavor to deliver and Buyer shall endeavor to take Styrene ratably throughout each Month, subject to the occurrence of any Excusing Conditions and subject to any scheduled shutdowns which have been communicated between the Parties.

Section 6.2. Delivery Location.

The Styrene purchased and sold under this Agreement shall be delivered at the Delivery Location.

Section 6.3. Title and Risk of Loss.

Title to the Styrene and all risk of damage or loss with respect thereto shall pass to Buyer at the moment when the Styrene passes through the Delivery Location.

Section 6.4. Measurement.

Styrene will be sold on a weight basis converted from volume measurements. The volume of Styrene delivered shall be determined by calibrated shore tank gauges or other mutually agreed upon methods by an independent surveyor at the point of delivery. All deliveries shall be computed on the basis of volume adjusted to the standard temperature of 60 degrees Fahrenheit Volume measurements for Styrene shall be adjusted for temperature and converted to weight in metric tons using ASTM D1555M for volume measurements made in metric units.

Section 6.5. Shipping Details.

In respect of each shipment of Styrene which Buyer wishes Seller to deliver, Buyer shall give to Seller a written nomination setting out:

6.5.1 the quantity of Styrene which Buyer wishes to be delivered in that shipment [*****]

6.5.2 a fifteen (15) day laycan in which the Buyer wishes the shipment to be loaded at Port of Shipment, the first day of which laycan may not be earlier than thirty (30) days after the day on which the order is given to the Seller; and

6.5.3 the details of the vessel nominated by Buyer to carry the shipment, such as the vessel’s name, age, deadweight, draft and prior cargo. In the event that either Party becomes aware that a nominated vessel has been cancelled or is likely to

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be delayed or otherwise restricted, such Party shall promptly notify the other Party of the same, and Buyer shall then use all reasonable endeavors to mitigate the effects of such delay or cancellation.

6.5.4 Buyer shall nominate a vessel with a laytime based on minimum 200 MT/hr reversible SHINC unless otherwise mutually agreed upon.

ARTICLE VII

WARRANTIES

Section 7.1. Sole Warranty.

Seller warrants, and only warrants, that the Styrene shall meet Specification (except with respect to Off-Spec Styrene which Buyer agrees to purchase), that Seller shall have the right to sell Styrene and that Seller shall convey the Styrene at the time of delivery at the Delivery Location with good and marketable title,

a. free from any lawful security interest, lien, or encumbrance (or other similar claims);

b. free from any patent claims establishing that the manufacture of the Styrene in Saudi Arabia infringes the valid patent of any third parties in Saudi Arabia; and

c. free from any other third party claim impacting Buyer’s good and marketable title resulting from Seller’s lack of compliance with any applicable laws or contractual obligations.

Section 7.2. Disclaimer of Other Warranties.

EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.1 ABOVE, SELLER DOES NOT MAKE, AND SELLER HEREBY EXPRESSLY DISCLAIMS (AND BUYER EXPRESSLY WAIVES), ANY OTHER WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OF ANY TRADE OR FROM ANY COURSE OF DEALING.

ARTICLE VIII

INSPECTION, CLAIMS AND LIMITATION OF LIABILITY

Section 8.1. Inspection.

Buyer will cause the Styrene to be examined by an independent surveyor at the time of loading at the Delivery Point. Buyer has the right to nominate such independent inspector, subject to the Seller’s mutual agreement, and all costs associated with the inspector shall be split equally between Buyer and Seller. The determinations of the independent surveyor as to both quantity and quality shall be binding upon Buyer and Seller, unless either of them can prove that the determination of the independent surveyor was wrong. In the event such independent surveyor believes that there has been a shortfall in delivery of Styrene or that the delivery contain Off-Spec Styrene, Buyer shall notify Seller as promptly as possible, and in the case of Off-Spec Styrene Buyer and Seller shall then enter into discussions pursuant to Section 8.3. In the case of a shortfall in delivery of Styrene, Seller shall deliver the shortfall amount as soon as

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possible, using all reasonable diligence, but in no event later than at the date scheduled for the next delivery. Seller shall be responsible for any demurrage, ‘dead freight’ and costs reasonably incurred by Buyer as a result of Seller’s delivery shortfall.

Section 8.2. Test Methods.

Analytical procedures and test methods for product quality shall be in accordance with Exhibit A. Such procedures shall be no less rigorous than standard industry procedures and shall be revised periodically by agreement between the Parties for this purpose. Seller shall provide Buyer with certification sheets in respect of the analysis and description of the properties of each lot of Styrene part or all of which is to be delivered to Buyer hereunder. Such certification sheets shall be provided promptly following completion of final analysis of samples of such lot.

Section 8.3. Off-Spec Styrene.

In the event that Buyer is willing to consider purchasing Off-Spec Styrene which it has received, then the Parties shall commence discussions with a view to agreeing terms on which Buyer may elect to accept such Off-Spec Styrene. If the Parties fail to reach agreement, then Buyer shall be entitled to reject the Off-Spec Styrene in which case Seller shall be responsible for the disposition thereof and shall promptly, but in no event later than at the date scheduled for the next delivery, deliver to Buyer an equivalent quantity of Styrene (meeting Specification) in replacement therefor. Where Buyer has rejected such Off-Spec Styrene, Seller shall be responsible for any ship cleaning, demurrage, and additional costs reasonably incurred by Buyer. The Buyer shall not be obliged to pay the Seller for the non-compliant product so rejected. However, in the event that an agreement is reached with respect to the purchase of the Off-Spec Styrene, such quantities shall count towards satisfaction of the Monthly Nomination for the Month in question.

In the event that Seller has Off-Spec Styrene which it desires to sell to Buyer, Seller shall notify the Buyer of the same, providing details of the properties thereof, and if Buyer desires to purchase it, the Parties will discuss the pricing terms which will apply to such sale. The terms and conditions of this Agreement (other than the pricing provisions of Article V) shall apply to the sales of Off-Spec Styrene.

Section 8.4. Maximum Liability.

EXCEPT AS PROVIDED IN SECTION 8.6 BELOW, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY ARISING FROM THIS AGREEMENT FOR ANY CLAIMS OF ANY NATURE WILL NOT EXCEED THE PURCHASE PRICE OF THE PORTION OF STYRENE IN RESPECT OF WHICH SUCH CLAIMS ARE MADE.

Section 8.5. Consequential Loss.

WITHOUT PREJUDICE TO THE APPLICATION OF SECTION 3.4 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, CONTINGENT, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE.

Section 8.6. Reporting.

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NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THE PROVISIONS OF SECTIONS 8.4 AND 8.5 WILL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN ARTICLE XI.

ARTICLE IX

FORCE MAJEURE

Section 9.1. Force Majeure.

No delay or failure of performance of any obligation under this Agreement by either Party shall constitute default hereunder or give rise to any claims for damages (if any) to the extent that such delay or failure: (i) is beyond the Party’s reasonable control; or (ii) results from an event or condition which is unforeseeable or which if foreseeable cannot by the exercise of reasonable diligence be prevented or avoided (“Force Majeure”). Force Majeure events shall include:

(i) in relation to Seller’s Plant and Buyer’s Nominated Plants (the “Affected Plant”), any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, civil commotion, act or campaign of terrorism, or sabotage; any government nationalization, sequestration or expropriation; strike, work to rule or go-slow; changes in any law applicable to the Affected Plant; adverse weather conditions affecting production by an Affected Plant, lightning, fire, earthquake, tsunami, storm, cyclone, typhoon, or tornado; fire, epidemic or plague; radioactive contamination or ionizing radiation; explosion; or chemical contamination;

(ii) the lapse, termination or revocation of any consent, permit or license (to the extent beyond the reasonable control of the affected Party); and

(iii) except to the extent caused by a failure of the affected Party to act in accordance with good industry practice in the Affected Plant: failure of any material piece of equipment at the Affected Plant; a delay or failure in supply of fuel, feedstock, catalyst or any other raw material or any utility of any kind necessary for the operation of the Affected Plant; and a delay in the performance of any contractor or subcontractor;

provided always that such event is not caused by the negligence or intentional action of a Party or their respective agents or employees, and provided further that neither Party shall declare Force Majeure with respect to the other Party unless the declaring Party also declares Force Majeure with respect to its other purchasers and suppliers.

Section 9.2. Reduction in Volumes.

In the event of a Force Majeure event affecting one or more of Buyer’s Nominated Plants, Buyer’s purchase obligation shall be reduced during the pendency of the Force Majeure event by the percentage amount which is calculated as a fraction, the numerator of which is the amount of reduction in capacity of Buyer’s Nominated Plants as a result of the Force Majeure and the denominator of which is the Nominated Plants Capacity.

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In the event of a Force Majeure event affecting Seller’s Plant, Seller’s obligations under this Agreement shall be excused or reduced, as the case may be, to the extent such performance is prevented or limited by the Force Majeure event. Nevertheless, to the extent that Seller’s Styrene production is simply reduced rather than completely curtailed due to an event of Force Majeure, any available quantity of Styrene shall be allotted to Buyer on a pro rata basis. More specifically, Seller’s delivery obligation to Buyer shall be reduced during the pendency of the Force Majeure event by the percentage amount which is calculated as a fraction, the numerator of which is the amount of Seller’s reduction in capacity as a result of the Force Majeure event and the denominator of which is the effective capacity of Seller’s Styrene facilities, currently estimated to be [*****]

Section 9.3. Notice Requirements.

The Party asserting Force Majeure shall in each instance give the other Party notice thereof no later than three (3) days after the beginning of each such occurrence. Such notice shall include a brief description of the event or circumstance of Force Majeure, the nature of the impact on the Party, and an estimate of the anticipated delay. No such delay or continuation thereof shall be effective for a period of more than fifteen (15) days unless prior to the end of the initial fifteen (15) day period, the Party asserting the Force Majeure shall give the other Party notice of the continuation thereof.

Section 9.4. Remainder of Obligations Not Affected.

Nothing in this Article IX shall alter any obligations under this Agreement to the extent not affected by such Force Majeure event. The affected Party shall make all reasonable efforts to minimize the effects of the Force Majeure event, and the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken to mitigate the effects of the Force Majeure event.

Section 9.5. Cessation of Force Majeure.

Not later than seven (7) days after the cessation of any Force Majeure event, the Party that asserted it shall give the other Party notice of the date of such cessation; provided that the Party that asserted the claim for Force Majeure shall resume performance of its obligations under this Agreement immediately upon cessation of the Force Majeure event.

Section 9.6. Termination for Prolonged Force Majeure.

If the cumulative duration of any period or periods of Force Majeure exceeds three hundred and sixty five (365) days, the Party other than the Party asserting Force Majeure may terminate this Agreement forthwith. If the duration of any single period of Force Majeure exceeds one hundred and eighty (180) days, the Party other than the Party asserting Force Majeure shall be entitled to terminate this Agreement unless the Party asserting Force Majeure can perform or cause somebody to perform at least 70% of its obligations under this Agreement.

Section 9.7. General Limitations.

Neither party shall be entitled to the benefits of the provisions of this Article IX to the extent that:

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(1) The failure to observe or perform was caused by the party claiming Force Majeure having failed to act reasonably to remedy the condition and remove the cause or circumstances of Force Majeure, or having failed to resume with all reasonable dispatch the performance of such covenants or obligations.

(2) The event of Force Majeure was caused by lack of finances, any change in the market price for Styrene or was related to the payment of any amount or amounts due under this Agreement.

(3) The failure to observe or perform was caused by either party’s failure to use due diligence to maintain a permit, authorization or approval of any governmental authority.

(4) The failure to observe or perform was caused by arrest or restraint of governments or governmental agencies or the order of any court and a such arrest, restraint or order was a result of a reckless or intentional breach or violation by the party claiming Force Majeure of the term of a permit, license, certificate or of any applicable laws, regulations or orders.

(5) The failure to observe or perform was caused by the party claiming Force Majeure failing to act in a reasonable and prudent manner under the circumstances.

ARTICLE X

SAFETY AND HEALTH COMMUNICATIONS

Seller shall furnish to Buyer Material Safety Data Sheets which include health, safety and other hazard communication information on Styrene consistent with the Occupational Safety and Health Administration’s Hazard Communication. Buyer shall disseminate to third parties, as required by applicable law, Material Safety Data Sheets which include health, safety and other hazard communication information on Styrene consistent with the Occupational Safety and Health Administration’s Hazard Communications. If Styrene is further processed, mixed or incorporated into another product, Buyer shall furnish to third parties, as required by applicable law, Material Safety Data Sheets which include health, safety and other hazard communication information on such product consistent with the Occupational Safety and Health Administration’s Hazard Communications Standard.

ARTICLE XI

INDEMNIFICATION

Section 11.1. Indemnity.

Personal Injury of Related Persons. Each of the Parties (as the “Indemnifying Party”) hereby agrees to defend, indemnify and save harmless the other Party, its Affiliates, and their respective directors, officers, employees, servants, consultants and agents (collectively, the “Indemnified Parties”) from and against any and all actions, causes of actions, claims, demands, costs, losses and expenses for personal injury to or death of any individual who is the employee, officer, servant, consultant, representative or agent of the Indemnifying Party, which

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may be brought against or incurred or suffered by the Indemnified Parties, arising out of, connected with, or relating in any way to this Agreement. This indemnity will apply whether or not it is alleged or proved that Indemnified Party was passively, concurrently, or actively negligent, and regardless of whether liability without fault is imposed or sought to be imposed on the Indemnified Party. However, this indemnity will not apply to the extent such liabilities are the result of the sole negligence or willful misconduct of the Indemnified Party.

Personal Injury of Non-Related Persons and Property Damage. Additionally, each of the Parties (as the “Indemnifying Party”) hereby agrees to defend, indemnify and save harmless the other Party, its Affiliates, and their respective directors, officers, employees, servants, consultants and agents (collectively, the “Indemnified Parties”) from and against any and all actions, causes of actions, claims, demands, costs, losses and expenses

(i) for personal injury to or death of any individual who is NOT the employee, officer, servant, consultant, representative or agent of either Party, and

(ii) for damage to or loss of any physical property by a person other than the Parties or their respective Affiliates,

which may be brought against or incurred or suffered by the Indemnified Parties by reason of, or which may be attributable to or arises out of any act or omission of the Indemnifying Party in relation to this Agreement. If the action, cause of action, claim, demand, cost, loss or expense described hereunder is attributable to the acts or omissions of both the Indemnifying Party and the Indemnified Parties, then they shall share liability in respect thereof in the proportions that their acts or omissions contributed to such liability.

Section 11.2. Notification of Claims.

The Parties covenant and agree that if one of the Parties (as the Indemnified Party) receives a demand or claim or receives notice of action, proceeding or investigation having been commenced or threatened to be commenced (a “Claim”) that may result in the Indemnified Party claiming indemnity from the other Party (as the Indemnifying Party pursuant to Section 11.1), then the Indemnified Party shall promptly give written notice of the Claim to the Indemnifying Party. Provided however, a failure of the Indemnified Party to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party unless such failure to notify prejudices the Indemnifying Party’s ability to defend the Claim, or (ii) notice is given after the expiry of the one hundred and eighty (180) days period following the date when the notifiable facts were discovered or should have reasonably been discovered. Upon receipt of notice of the Claim, the Indemnifying Party may elect to resist, compromise, settle or defend the Claim. If the Indemnifying Party elects to resist, compromise, settle or defend the Claim, the Indemnifying Party shall notify the Indemnified Party in that regard and upon so notifying the Indemnified Party, the Indemnifying Party and the Indemnified Party shall consult and cooperate in resisting, compromising, settling, or defending the Claim. Provided however, the Indemnifying Party shall control the settling or defending of any Claim but shall not settle any Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense of any suit to which it is a party without relieving the Indemnifying Party of its obligations hereunder, except that such participation shall be at the Indemnified Party’s own expense. If the Indemnifying Party elects not to resist, compromise, settle or defend the

Styrene Baseload Sale And Purchase Agreement	Page 21
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Claim, or does not give timely notice to the Indemnified Party, then the Indemnified Party shall be entitled to deal with or defend the Claim in any manner it feels appropriate.

ARTICLE XII

DISPUTE RESOLUTION

Section 12.1. Dispute Negotiation.

Any and all disputes, claims, and controversies between the Parties concerning the validity, interpretation, performance, termination or breach of this Agreement, that cannot promptly be resolved, shall be submitted within thirty (30) days after such dispute, claim or controversy arises to senior level managers of the Parties, who shall meet with one another in person and use all reasonable efforts to find an amicable resolution of such dispute within thirty (30) days (or such longer period as may be mutually agreed upon) of submission of the matter to them.

Section 12.2. Alternate Dispute Resolution.

If the Parties are unable to resolve a dispute after exerting all reasonable efforts pursuant to Section 12.1, either Party may refer the matter to, and such matter shall be resolved by, arbitration in accordance with the rules of conciliation and arbitration of the London Court of International Arbitration then in effect (the “Rules”), which Rules are deemed to be incorporated herein by reference, on the following basis:

(i) The number of arbitrators shall be three (3), to be appointed in accordance with the Rules. The parties to the dispute shall use their best efforts to agree in advance with the arbitrators to a budget and to time schedules for the arbitration

(ii) The place of arbitration shall be London, England.

(iii) The language to be used in arbitrations shall be English.

(iv) Any arbitrator may be of any nationality and need not be a lawyer or hold any other professional status or membership but shall be experienced in the commercial or business matters that are to be the subject of the arbitration; provided that, except in cases where all parties to the dispute agree that the dispute is not resolvable by reference to applicable law and the terms and conditions of the various contracts among the parties and their Affiliates, the third, presiding arbitrator selected pursuant to the Rules shall be a lawyer.

(v) The arbitral award shall be rendered in writing and shall state the reasons for the award, and shall be final and binding upon the parties to the dispute. No arbitral award shall include punitive damages or consequential damages.

(vi) An award shall be subject to challenge or appeal only as provided under English law. If an award is confirmed by a final English court judgment, the parties will accept the award and will not resist its enforcement in any country. Judgment on any award may be entered by any court of competent jurisdiction, or application

Styrene Baseload Sale And Purchase Agreement	Page 22
(between JCP and Dow Europe)
Effective Date: June 30, 2004

may be made to such a court for judicial recognition or acceptance of the award and any appropriate order including recognition or enforcement.

(vii) Each party to the dispute shall bear its own expenses and attorneys’ fees in connection with arbitrations.

(viii) The fees of the arbitrators and the costs and expenses of the arbitration panel shall be shared equally by the parties to the dispute.

ARTICLE XIII

ASSIGNMENT

Section 13.1. Assignment in General.

Neither this Agreement (including all rights, duties and obligations hereunder) nor any claim against Seller or Buyer arising directly or indirectly out of or in connection with this Agreement shall be assignable by Seller or Buyer or by operation of law, without the prior written consent of the other Party.

Section 13.2. Assignment to Successor in Interest.

However, notwithstanding the provisions of Section 13.1 above, each of Seller and Buyer shall have the right to assign this Agreement to a purchaser or other successor of

(i) (in the case of Seller) substantially all of the assets involved in the manufacture of Styrene; or

(ii) (in the case of Buyer) the assets of the Nominated Plants associated with a capacity of at least [*****]

without the consent of the other Party, and provided further that the purchaser or other successor assumes in writing the obligations of Seller or Buyer hereunder (as the case may be) and further, provided that the assigning or delegating Party shall not be released of its obligations under this Agreement unless a release is signed by the other Party.

Section 13.3. Assignment to Affiliate.

Furthermore, this Agreement may be assigned by either Party to an Affiliate without the consent of the other Party, provided that the assigning Party shall not be released of its obligations under this Agreement unless a release is signed by the other Party. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, executors, and administrators of the parties hereto.

Section 13.4. Assignment to Lender.

The Buyer irrevocably consents to the assignment by the Seller from time to time of all of the Seller’s rights, benefits and interests in, to, under and in respect of this Agreement in favor of any bank or financial institution (an “Assignee Bank”) acting as an agent or security agent for and on behalf of certain banks or other financial institutions that from time to time provide finance to the Seller. The Buyer agrees that promptly following request by the Seller

Styrene Baseload Sale And Purchase Agreement	Page 23
(between JCP and Dow Europe)
Effective Date: June 30, 2004

it will provide to the Assignee Bank an acknowledgement of assignment in which the Buyer will undertake, inter alia,

a) to make all payments which fall due for payment by the Buyer under this Agreement to a specified bank account or otherwise as directed by the Assignee Bank; and

b) to advise the Assignee Bank in the event that it becomes entitled to exercise any rights of termination or suspension or to take enforcement action or proceeding in relation to this Agreement and not to exercise any such right for a period of thirty days if so requested by the Assignee Bank.

Notwithstanding any such assignment in favor of an Assignee Bank the Seller shall remain solely liable to perform all of the obligations expressed to be assumed by it hereunder.

Furthermore, the Buyer will provide all evidence as may be requested by the Seller and/or the Assignee Bank to confirm the Buyer’s power and authority to enter into this Agreement and to perform its obligations hereunder (including, without limitation, the provision of a legal opinion of reputable counsel to that effect).

ARTICLE XIV

MISCELLANEOUS

Section 14.1. Public Announcements.

Subject to any applicable requirements of the federal, state, or local laws or regulations of Bermuda, the United States, and the laws and regulations of the Kingdom of Saudi Arabia, including without limitation, the securities laws or regulations of such jurisdictions, neither party will make or cause to be made, whether orally or in writing or otherwise, any public announcement or statement to the news media or to investment or business communities with respect to the transactions contemplated by this Agreement or any of the provisions of this Agreement without the prior written approval of the other party as to the form, content, and timing of such announcement or disclosure.

Section 14.2. Construction.

In interpreting and applying the terms and provisions of this Agreement, no presumption shall be made against the party that drafted such terms and provisions. In this Agreement, unless the contrary is indicated, any reference to an agreement or document is a reference to that agreement or document as from time to time supplemented, amended, substituted or novated.

Section 14.3. Severability.

If any part of this Agreement for any reason shall be declared invalid, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect. The Parties agree, however, to negotiate in good faith concerning the invalid portion with the aim of replacing it with a valid provision that, insofar as possible, has the same economic effect vis-à-vis the Parties.

Styrene Baseload Sale And Purchase Agreement	Page 24
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Section 14.4. Further Assurances.

Each Party shall, furnish, execute, and deliver such documents, instruments, certificates, notices, or other further assurances as the other party may reasonably require as necessary or appropriate to effect the purposes of this Agreement or to confirm the rights created or arising hereunder.

Section 14.5. Survival of Representations, Warranties, Covenants, and Obligations.

The representations and warranties and the covenants, agreements, and obligations of the parties contained in this Agreement shall be true and correct in all material respects and have effect as of the effective date of this Agreement, except as expressly stated otherwise herein. The statements contained in any certificate or other instrument delivered by or on behalf of any party shall be deemed representations and warranties or covenants and agreements hereunder, as the case may be. Representations, warranties, covenants, agreements, and, in accordance with their terms, obligations contained in or made pursuant to this Agreement shall survive the expiration of this Agreement, irrespective of any investigation made by or on behalf of any party. Additionally, the obligations of the Parties under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement will survive termination, cancellation or expiration of this Agreement.

Section 14.6. Expenses.

Each Party will pay its own expenses incident to this Agreement.

Section 14.7. Benefit.

No person who is not a party or an Affiliate of a party to this Agreement shall have any rights or derive any benefit hereunder.

Section 14.8. No Waiver of Rights.

Except as expressly provided in this Agreement, no delay or omission to exercise any right, power, or remedy accruing to a party hereunder, upon any breach or default of any party under this Agreement, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or a waiver of or acquiescence in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

Section 14.9. Governing Law and Precedence.

This Agreement shall be subject to the laws of England. Nevertheless, Buyer acknowledges that the affairs of Seller must be conducted in accordance with the applicable law of Saudi Arabia and any other countries in which it may operate. This Agreement shall take precedence over any other document which may be generated by either of the Parties in connection with the sales contemplated hereunder, unless (i) the particular section of this Agreement which is intended to be superceded is expressly referenced therein and (ii) such superceding provision is signed by both Parties by individuals of the same or higher level of authority as the signers of this Agreement.

Section 14.10. Notices.

All notices which are required to be exchanged between the Parties pursuant to this Agreement shall be in writing and shall be delivered by personal service or by registered mail,

Styrene Baseload Sale And Purchase Agreement	Page 25
(between JCP and Dow Europe)
Effective Date: June 30, 2004

facsimile with machine issued receipt, or express courier service, addressed as follows, or to such other address as may be notified to the other Party from time to time:

If to Buyer:

Dow Europe GmbH

Styrene Commercial Manager

Bachtobelstrasse 3

CH-8810 Horgen

Switzerland

If to Seller:

Jubail Chevron Phillips Company

Styrene Commercial Manager

P.O. Box 10806

Jubail Industrial City 31961

Kingdom of Saudi Arabia

A notice shall be deemed to have been made and received: (i) when delivered, if sent by registered mail or international courier or (ii) when dispatched and receipt is acknowledged by the receiving machine, if sent by facsimile.

Section 14.11. Counterparts.

This Agreement may be executed in one or more English counterparts, each of which shall constitute an original document.

Section 14.12. English Language and Calendar.

This Agreement and any other legally binding definitive agreements, notices and calendar correspondence in connection herewith shall be written in the English language, and the English language shall control the interpretations of all such agreements, and be interpreted as such. The dates and calendar periods stated in this Agreement are Gregorian dates and time periods, except where otherwise indicated.

Section 14.13. Relationship Between the Parties.

Each representative of each Party shall be the agent solely of the Party that designated such representative. Accordingly, (a) each such representative of a Party shall act (or refrain from acting) solely in accordance with the wishes of the Party that designated such representative; and (b) no Party (or representative of a Party) shall owe or be deemed to owe any duty, whether fiduciary or otherwise, to the other Party.

Section 14.14. Conflict of Interest.

Neither Party will give any director, employee, or representative of the other Party any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement or enter into any other business arrangement with any director, employee, or representative of the other, without prior written notification to the other Party. Any representative(s) authorized by either Party may audit, under appropriate provisions of

Styrene Baseload Sale And Purchase Agreement	Page 26
(between JCP and Dow Europe)
Effective Date: June 30, 2004

confidentiality, all pertinent records of the other Party as reasonably necessary and proper to verify that there has been compliance with this paragraph.

Section 14.15. Certain Practices.

Neither Party nor its Affiliates, employees, agents, or subcontractors, or their employees or agents shall make any payment or give anything of value to any government official (including any official, agent or employee or representative of any government department, agency, or instrumentality) to influence any of his or its decisions, or to gain any advantage for either Party in connection with this Agreement or the Agreements stated or contemplated by this Agreement, which in any manner would violate any law applicable to either party hereto. Each Party shall immediately notify the other Party of any violation of this section, and the offending party shall hold the other party harmless from all losses and all expenses arising out of such violation. Any representative(s) authorized by either Party may audit, under appropriate provisions of confidentiality, all pertinent records of the other Party as reasonably necessary and proper to verify that there has been compliance with this paragraph

Section 14.16. Guarantee.

In consideration for Seller’s entering into this Agreement, Buyer’s ultimate parent company shall provide, concurrently with the execution of this Agreement, a guarantee of Buyer’s performance hereunder in a form substantively equivalent to the form of guarantee attached hereto as Exhibit C. Similarly, in consideration for Buyer’s entering into this Agreement, Seller’s parent companies (namely Chevron Phillips Chemical Company LLC and Saudi Industrial Investment Group) shall provide, concurrently with the execution of this Agreement and effective through the achievement of commercial production, a guarantee of Seller’s performance obligations hereunder, on a several basis (not joint) in proportion to their respective ownership interests in Seller, in a form substantively equivalent to the form of guarantee attached hereto as Exhibit D.

Section 14.17. Confidentiality.

During the performance of this Agreement, it may become necessary or advisable for either Party (the “Disclosing Party”) to disclose Confidential Information to the other Party (the “Receiving Party”), whether disseminated orally, in writing, or through observation. The Receiving Party shall treat all such information received as confidential and shall not disclose it to any person or persons during or subsequent to the term of this Agreement, except to its employees and agents with a need to know as necessary to perform the obligations of this Agreement and except as is required by law. Excluded from the Confidential Information is information that the Receiving Party can prove: (a) was in the public domain as of the execution of this Agreement; (b) has entered the public domain, without the Receiving Party’s fault, after execution hereof; or (c) was in the Receiving Party’s possession without obligation of confidentiality, having been acquired from sources that neither had previously acquired it directly or indirectly from the Disclosing Party nor were bound by any secrecy obligation. Additionally, the Parties agree that the pricing provisions of Section 5.1 constitute part of the Confidential Information and thus shall be subject to the confidentiality requirements hereof.

Section 14.18. Entire Agreement and Modification.

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings of the parties with regard to the subject matter of this Agreement. Neither Party has relied on any agreement, understanding, arrangement,

Styrene Baseload Sale And Purchase Agreement	Page 27
(between JCP and Dow Europe)
Effective Date: June 30, 2004

representation, undertaking or warranty (whether written or spoken) not expressly set out or referred to in this Agreement and each Party irrevocably and unconditionally waives any right it may have to rescind this Agreement.

Section 14.19. Amendment or Modification.

No interpretation, modification, amendment, change, termination, or waiver of any provision of this Agreement shall be binding upon a party unless in writing and executed by the other Party. No modification, waiver, termination, revision, discharge, or cancellation of any right or claim under this Agreement shall affect the right of any party hereto to enforce any other claim or right hereunder,

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement with legal and binding effect as of the date and year first-above written.

“Seller”		“Buyer”
Jubail Chevron Phillips Company		Director, Dow Europe GmbH
By:	/s/ Elija Andjelich,	By:
	Elija Andjelich,	Name:
	Executive President	Title: Global Bros. President

Styrene Baseload Sale And Purchase Agreement	Page 28
(between JCP and Dow Europe)
Effective Date: June 30, 2004

List of Exhibits

Exhibit A	Styrene Specification and Analytical Testing Methods
Exhibit B	Sample Calculations – Styrene Price, Monthly Shortfall Payment and Annual Shortfall Payment
Exhibit C	Form of Guarantee (Dow)
Exhibit D	Form of Guarantee (for SIIG and CPChem)

Styrene Baseload Sale And Purchase Agreement	Page 29
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Exhibit A

Styrene Specification and Analytical Testing Methods

Component		Test Method	Specification
Styrene Purity	[*****]	[*****]	[*****]
Benzene	[*****]	[*****]	[*****]
Ethylbenzene	[*****]	[*****]	[*****]
Phenylacetylene	[*****]	[*****]	[*****]
Cumene	[*****]	[*****]	[*****]
Chlorides (as CI)	[*****]	[*****]	[*****]
Total Sulfur	[*****]	[*****]	[*****]
Water	[*****]	[*****]	[*****]
Polymer	[*****]	[*****]	[*****]
TBC	[*****]	[*****]	[*****]
Aldehydes (as Benzaldehydes)	[*****]	[*****]	[*****]
Peroxides (as Benzoylperoxides)	[*****]	[*****]	[*****]
Color	[*****]	[*****]	[*****]

Styrene Baseload Sale And Purchase Agreement	Page A - 1
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Exhibit B

Sample Calculations

For Styrene Price, Monthly Shortfall Payment and Annual Shortfall Payment

[*****]

Styrene Baseload Sale And Purchase Agreement	Page B - 1
(between JCP and Dow Europe)
Effective Date: June 30, 2004

[*****]

Styrene Baseload Sale And Purchase Agreement	Page B - 2
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Exhibit C

Form of Guarantee (Dow)

[Date]

Jubail Chevron Phillips Company

Attn: Mr. Elija Andjelich, Executive President

P.O. Box 10806

Jubail Industrial City 31961, Saudi Arabia

Mr. Andjelich:

Re: Guarantee

The Dow Chemical Company (the “Guarantor”) hereby irrevocably and unconditionally guarantees the prompt payment when due by Dow Europe GmbH (“Dow Europe”), a Swiss company that is indirectly owned one hundred percent (100%) by Guarantor, of invoices relating to purchases of Styrene by Dow Europe from Jubail Chevron Phillips Company (“JCP”) pursuant to the Styrene Baseload Sale and Purchase Agreement dated as of [date] (the “Agreement”) between Dow Europe and JCP; provided, however, that Guarantor’s total aggregate liability hereunder is limited to [*****] (the “Cap”).

If Dow Europe fails to pay or otherwise discharge any obligation it has when due with respect to invoices issued by JCP to Dow Europe for Styrene delivered to Dow Europe pursuant to the Agreement, Guarantor will, within 5 days of Guarantor’s receipt of your written demand, forthwith discharge the same and will pay JCP the amount of any such unpaid invoices up to the amount of the Cap. All monies payable under this Guarantee shall be made to JCP in such manner and to such account as JCP may from time to time direct in writing and shall be paid in full without any deduction or withholding of any kind including, without limitation, for any tax (save as required by law). Any notices required hereunder shall be sent as follows: if to JCP, to the address indicated above; and if to Guarantor, to The Dow Chemical Company 2030 Dow Center, Midland MI 48674 USA, Attention: Treasurer. In addition, Guarantor agrees to pay JCP all reasonable and properly documented out-of-pocket legal fees and expenses incurred by JCP in connection with the enforcement of this guarantee.

The Guarantor hereby agrees that it shall not be necessary, as a condition to enforce this guarantee, that suit be first instituted against Dow Europe or that any rights or remedies against Dow Europe be first exhausted. Rather, it is understood and agreed, that the liability of the Guarantor hereunder shall be primary, direct and, subject to any valid defenses of Dow Europe under the Agreement, unconditional.

This guarantee shall terminate upon the earlier of (a) the termination of the Agreement, or (b) the payment by Guarantor of the Cap amount. Such termination under (a) above shall not, however, affect or reduce Guarantor’s obligation hereunder with respect to invoices related to Styrene delivered to Dow Europe under the Agreement prior to such termination.

Styrene Baseload Sale And Purchase Agreement	Page C - 1
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Neither party shall assign or otherwise transfer any of its respective duties or obligations under this Guarantee without the prior written consent of the other party. The Guarantor agrees that this guarantee shall be construed under the laws of the State of New York, U.S.A.

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

THE DOW CHEMICAL COMPANY

F. Ruiz

Vice President Treasurer

Styrene Baseload Sale And Purchase Agreement	Page C - 2
(between JCP and Dow Europe)
Effective Date: June 30, 2004

Exhibit D

Form of Guarantee (for SIIG and CPChem)

[Date]

Dow Europe GmbH

Attn: Geoff Tegg,                 

____________                         

____________                         

Mr. Tegg:

Re: Guarantee

Each of Chevron Phillips Chemical Company LLC (“Chevron Phillips”) and Saudi Industrial Investment Group (“SIIG”) (individually, the “Guarantor” and collectively, the Guarantors) hereby irrevocably and unconditionally guarantee, on a several basis (not joint) apportioned in accordance with each Guarantor’s respective percentage ownership in Jubail Chevron Phillips Company (“JCP”), the prompt payment when due by JCP, a Saudi Arabian company, of certain obligations (specified below) arising under the Styrene Baseload Sale and Purchase Agreement dated as of [date] (the “Agreement”) between Dow Europe GmbH (“Dow Europe”) and JCP.

If JCP fails to pay or otherwise discharge any obligation it has when due with respect to achievement of commercial production for Commencement Date, including Sections 2.2(b) or 3.2 of the Agreement, Guarantors will, within 5 days of each Guarantor’s receipt of your written demand, forthwith discharge the same and will pay (on a several basis) Dow Europe the amount of any such unpaid obligation, but limited to the amount of any applicable cap set forth by the Agreement (“Cap”). All monies payable under this Guarantee shall be made to Dow Europe in such manner and to such account as Dow Europe may from time to time direct in writing and shall be paid in full without any deduction or withholding of any kind including, without limitation, for any tax (save as required by law). Any notices required hereunder shall be sent as follows: if to Dow Europe, to the address indicated above; if to Chevron Phillips, to Chevron Phillips Chemical Company LLC, Attn: Vice President and Treasurer, 10001 Six Pines Drive, The Woodlands Texas 77380; and if to SIIG, to Saudi Industrial Investment Group, Attn: Managing Director, Olaya, Mousa Ben Nussair St., P.O. Box 99833, Riyadh 11625, Saudi Arabia. In addition, Guarantors agree to pay Dow Europe all reasonable and properly documented out-of-pocket legal fees and expenses incurred by Dow Europe in connection with the enforcement of this guarantee.

The Guarantors hereby agree that it shall not be necessary, as a condition to enforce this guarantee, that suit be first instituted against JCP or that any rights or remedies against JCP be first exhausted. Rather, it is understood and agreed, that the liability of the Guarantors hereunder shall be primary, direct and, subject to any valid defenses of JCP under the Agreement, unconditional.

This guarantee shall terminate upon the earlier of (a) the achievement of commercial production of styrene by JCP in the event that any and all obligations guaranteed hereunder

Styrene Baseload Sale And Purchase Agreement	Page D - 1
(between JCP and Dow Europe)
Effective Date: June 30, 2004

have been either paid or discharged, or (b) the payment by each Guarantor of the respective Cap amount (except in situations where the Cap does not apply). Such termination under (a) above shall not, however, affect or reduce Guarantors’ obligation hereunder with respect to obligations arising prior to such termination.

Neither party shall assign or otherwise transfer any of its respective duties or obligations under this Guarantee without the prior written consent of the other party. The Guarantors agree that this guarantee shall be construed under the laws of the State of New York, U.S.A.

Notwithstanding any other provision of this guarantee, the rights and obligations of each Guarantor hereunder are several (not joint), apportioned in accordance with each Guarantor’s respective percentage ownership in JCP; provided however that the Guarantors’ combined respective percentages shall in all circumstances add up to 100%. Neither Guarantor is responsible for the obligations of the other Guarantor, and failure by one Guarantor to perform its obligations hereunder shall not affect the rights or obligations of the other Guarantor.

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

CHEVRON PHILLIPS CHEMICAL COMPANY LLC
By:
	J. M. McKee,
	Vice President and Treasurer
SAUDI INDUSTRIAL INVESTMENT GROUP
By:
	Abdul Aziz Zaid Al-Quraishi,
	Chairman

Styrene Baseload Sale And Purchase Agreement	Page D - 2
(between JCP and Dow Europe)
Effective Date: June 30, 2004

EX-10.22

EXECUTION VERSION

Exhibit 10.22

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

AMENDED AND RESTATED

ETHYLENE SALES CONTRACT (EUROPE)

BETWEEN

DOW EUROPE GMBH

AND

STYRON EUROPE GMBH

Amended and Restated Sales Contract (this “Contract”)

Date of Contract: June 17, 2010

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.

	Dow Europe GmbH Bachtobelstrasse 3 8810 Horgen – Switzerland (“Seller”)
	Styron Europe GmbH Bachtobelstrasse 3 8810 Horgen – Switzerland (“Buyer”, each of Buyer and Seller a “Party”, and collectively, the “Parties”)
1.      Product	Ethylene
2.      Specification	Dow standard sales specification attached hereto as Appendix A and made part of this Contract. (00031681-C001 for Terneuzen and 00031681-C002 for Boehlen).
3.      Quantity	[*****]
	[*****]
	[*****]
	[*****]
4.      Price/Currency	The following price formula shall apply, invoiced in EUR/MT for each (EXCLUSIVE OF VAT) location:
	[*****]
	[*****]
	[*****]
	[*****]
	[*****]

Page 2 of 16

[*****]

[*****]

[*****]

If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute to be arbitrated by a reputable industry consultant, such as CMAI, to be mutually agreed upon by Buyer and Seller; provided, however, that during periods of such arbitration the price mechanism shall continue under the then current price mechanism until the resolution of such arbitration. Fees and costs for the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues the decision and shall continue for the next thirty-six (36) month period. For the avoidance of doubt, Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS shall not apply to a pricing dispute pursuant to this section.

In the event any of the indices referenced above ceases publication, stops reporting on Ethylene, materially changes its format for price reporting, or modifies the fundamental basis for price reporting, Seller and Buyer reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute arising under this Contract and is settled pursuant to the terms of Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS.

Upon ninety (90) days prior written notice to Seller, [*****] provided, that, Buyer has not already validly exercised its right to negotiate in good faith a mutually agreeable alternative price mechanism during the term of this Contract pursuant to this Section 4. Upon election by Buyer of such Month of Delivery Pricing Basis, the minimum quantities of Product that Buyer shall buy and the maximum quantities of Product that Seller shall sell for the remaining term of this Contract will change to the following minimum and maximum quantities as of the date of such election:

[*****]

Page 3 of 16

	[*****]
5.      Period of Contract	This Contract is effective as of June 17, 2010 and shall continue to be in effect for ten (10) years and x months from this date (n.b. termination should be at a year end), and shall continue for two (2) year periods thereafter until terminated by either Party with at least twelve (12) months prior written notice, unless previously terminated in writing in accordance with Section 13 of this Contract, without prejudice to any other right of termination a Party may have in accordance with the terms hereof.
	If Seller terminates this Contract pursuant to this Section 5, Seller will provide Buyer access to Seller’s infrastructure, including unloading, storage and pipeline throughput, for a fee equal to the economic costs to be determined at the time of termination, of providing access and under commercially reasonable conditions including maximum capacity for storage and unloading consistent with such capacity in use by Buyer at the time of termination.
6.      Delivery Terms (INCOTERMS 2000)	DDP Terneuzen / Boehlen
7.      Delivery schedule	Each calendar month, Buyer shall purchase [*****] of the Terneuzen Minimum Quantity and the Boehlen Minimum Quantity for the corresponding plant of Product as set forth in Section 3 of this Contract (“Monthly Minimum”) and Seller shall sell in each month up to [*****] of such Terneuzen Maximum Quantity and the Boehlen Maximum Quantity (“Monthly Maximum”). Buyer agrees to buy and accept and Seller agrees to sell and deliver Product throughout each month as is commercially reasonable on this ratable basis. Buyer shall provide to Seller a forecast of Product demand for the next calendar year by the fourth quarter of the then-current year. Additionally, as further set out in Section 12 of this Contract, Buyer shall provide to Seller a rolling [*****]. The provisions of this Section 7 are subject to reductions in the relevant quantities (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product due to the fault of Seller, or (d) for any reasons set forth in Section 14 of this Contract. The Seller acknowledges that Seller’s sole and exclusive remedy for breach by Buyer of this Section 7 is as set forth in Sections 11 and 12 of this Contract.
8.      Shipment Method	Seller’s pipeline
9.      Terms of payment	[*****]
10.    Product Analysis	Seller will provide Buyer with the analysis of the measured content of Ethylene on a monthly basis.

11.    Re-Marketing Fee

Should Buyer fail to purchase at least either the Terneuzen Minimum Quantity or the Boehlen Minimum Quantity during any calendar year, then Seller’s sole remedy shall be to collect from Buyer [*****] as liquidated damages and not as a penalty, on a Product quantity equal to the difference between the Terneuzen Minimum Quantity or the Boehlen Minimum Quantity, as applicable, and the quantity actually purchased by Buyer during such calendar year. In calculating Buyer’s purchases for purposes of this Section 11, the applicable Minimum Quantity shall be deemed reduced by any quantities not purchased or delivered hereunder as a result of (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, except in the case of a planned shutdown as provided for under Section 13.1 of this Contract, or (d) for any reasons set forth in Section 14

Page 4 of 16

of this Contract, and (e) any amount of Product for which Buyer has made a payment under Section 12 of this Contract.

The Re-Marketing Fee under this Section 11 is intended to permit Buyer to optimize manufacturing operations in its consuming facilities, but is not intended to permit Buyer to replace the minimum quantities of Product required to be purchased from Seller under this Contract with other purchases of ethylene obtained from third parties.

12. Binding Forecast

[*****]. If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 13 or 14 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast for Terneuzen or Boehlen, as applicable, and the quantity of Product actually purchased by Buyer in the applicable calendar month.

13. Planned Maintenance Turnarounds and Permanent Shutdown

13.1 Planned Maintenance Turnarounds

13.1.1 Seller Planned Maintenance Turnarounds

In the event of a planned Ethylene Cracker turnaround, Seller reserves the option to cancel supply under this Contract at the affected site or sites in association with the shutdown period provided Seller gives Buyer at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this section by Seller is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Seller if it gives sixty (60) days notice prior to the planned shutdown date. At Buyer’s request, Seller shall use reasonable best efforts to provide ethylene to Buyer during any shutdown from alternate sources at market prices, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

13.1.2 Buyer Planned Maintenance Turnarounds

In the event of a planned shutdown at Buyer’s ethylene consuming facilities at Terneuzen and Boehlen, Buyer reserves the option to cancel supply under this Contract at the affected site or sites in association with the shutdown period; provided, that Buyer gives Seller at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this section by Buyer is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Buyer if it gives sixty (60) days notice prior to the planned shutdown date. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

13.2 Permanent Shutdown

13.2.1 Seller Permanent Shutdown

In the event that Seller decides to permanently shutdown or close, sell or liquidate Seller’s Ethylene Cracker(s) located at either Terneuzen or Boehlen, Seller reserves the option to unilaterally and permanently cancel supply under this Contract or terminate this Contract with no penalty upon three (3) months advance written notice. In the event that Seller is no longer manufacturing or supplying, or selling Ethylene on a global basis due to the sale of the related business, cessation of operations or shutdown or sale of various assets, Seller may terminate this Contract with no penalty upon three (3)

Page 5 of 16

months advance written notice. If Seller gives three (3) months notice to terminate this Contract, as provided for under this paragraph, Seller agrees to provide twelve (12) months supply support post shutdown by finding supply of Product for the affected site or sites in the market for Buyer to be purchased and supplied by Seller at market terms, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller. In such a case that Seller terminates this Contract, as provided under this paragraph, Seller will provide Buyer access to Seller’s ethylene terminal or pipeline, as applicable, at the affected site or sites for a fee to be equal to the economic costs to be determined at the time of shutdown unless this Contract is otherwise assigned to a buyer of Ethylene Cracker(s) in the case Seller sells such Ethylene Cracker(s).

13.2.2 Buyer Permanent Shutdown

In the event that Buyer decides to permanently shutdown or close Buyer’s ethylene consuming facilities located at either Terneuzen or Boehlen, Buyer reserves the option to unilaterally and permanently cancel supply under this Contract at the affected site or sites or terminate this Contract with no penalty upon three (3) months advance written notice. If Buyer gives three (3) months notice to terminate this Contract, as provided for under this paragraph, Buyer agrees to provide twelve (12) months buyer support post shutdown to either consume or pay the Re-Marketing Fee as described in Section 11 above for any volumes not purchased during this twelve (12) month period.

13.3 Seller and Buyer Cooperation

Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Ethylene Cracker(s) and Buyer’s Product consuming facilities to optimize downtime and minimize the impact of shutdowns on the operations of Seller and Buyer.

14. Excused Performance

The Parties agree that Seller’s inability to obtain raw materials or energy at a cost consistent with the terms agreed hereunder shall reduce the quantities of Products to be delivered without liability, and be treated like a Force Majeure event. In the event of Force Majeure declared by Seller, the reduced quantity of Product shall be apportioned at Seller’s reasonable discretion among Seller’s customers other than Seller’s Affiliates. During an event subject to this Section 14 and at Buyer’s request. Seller shall use reasonable best efforts to provide ethylene to Buyer during the duration of such event from alternate sources at market prices, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller.

15. Assignment of Contract and/or claims

This Contract may not be assigned by Buyer by operation of law or otherwise without the express written consent of Seller, which consent may only be withheld if assignee is determined by Seller to be a competitor of Seller or any of Seller Affiliates’ businesses that are located at the sites subject to this Contract or if Seller deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller. Any attempted assignment without such consent from Seller shall be null and void; provided, however, that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly-owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect delivery of the Product and invoice Buyer directly.) “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be otherwise assigned by Seller to any third party without the consent of Buyer, except any assignment or partial assignment of this Contract does not require consent of Buyer when such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture by Seller of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Seller and relating to, all or substantially all of the assets or properties of Seller to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Seller under this Contract through the execution of an assignment and assumption agreement, Seller shall be released from all obligations and liabilities under this Contract. In addition, both Seller and Buyer may assign their respective claims under this Contract to third parties. Agreed quantities and other terms shall not be affected by an assignment.

Page 6 of 16

In the event Dow Europe GmbH, or its Affiliates, sell, convey, divest, or contribute to a joint venture the Ethylene Crackers located at both Terneuzen and Boehlen, then Dow Europe GmbH is obligated to assign this Contract to the third party purchaser or the joint venture for which the assets were contributed, except that only Dow Europe GmbH is subject to this assignment obligation and such obligation does not transfer to any subsequent assignee who is the third party purchaser or the joint venture for which the assets were contributed.

16. Controlling Terms & Amendments

By ordering any of the Products detailed in this Contract, Buyer agrees to all the terms and conditions contained in this document and in the Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto, which override any additional or different terms or conditions included in Buyer’s purchase order or other documents or referred to by Buyer. Any amendments or additions to this Sales Contract shall be valid only if agreed in writing by both Parties.

17. Contact Persons

Seller:

Planning/Logistic Coordinator	Commercial Coordinator	Commercial Manager
TERNEUZEN
G. VAN DIJK / A. VAN OOSTEN TEL 0031-115673077 / 2085 FAX 0031-11567 3782 EMAIL gvdijk@dow.com EMAIL avanoosten@dow.com	P. WEILBAECHER HORGEN TEL 0041-44 728 2973 FAX 0041-44 728 3343 EMAIL pwweilbaecher@dow.com	J. OBREGON HORGEN TEL 0041-44 728 2640 FAX 0041-44 728 3343 EMAIL jmobregon@dow.com
Planning/Logistic Coordinator	Credit Manager	Accounts Receivable
BOEHLEN
K.H. FRITZE TEL 0049-3420688167 FAX 0049-3420688258 EMAIL kffritze@dow.com	S. LAMAS, HORGEN TEL 0041-44 728 2833 EMAIL slamas@dow.com FAX 041-44 728 2308	A. KRAMER-CAPPILLI, HORGEN TEL 0041-44 728 2651 EMAIL acappilli@dow.com S. WOODS TEL 0041 44 728 2552 EMAIL swoods2@dow.com

Buyer:

Planning/Logistic Coordinator	Commercial Coordinator	Commercial Manager
C. ANTHEUNISSE TEL 0031-115672896 EMAIL cantheunisse@dow.com	P. CALLER HORGEN TEL 0041-44 728 3663 EMAIL pcaller@dow.com	A. CIOANCA HORGEN TEL 0041-44 728 2688 EMAIL acioanca@dow.com

Page 7 of 16

18. Amendment and General Release

The Ethylene Sales Contract (Europe), dated as of April 1, 2010, between Dow Europe GmbH and Styron Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be effective as of 1l:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 1l:59p.m. Eastern Daylight Time on June 16, 2010 pursuant to the Initial Contract.

[SIGNATURE PAGE FOLLOWS]

Page 8 of 16

DOW EUROPE GMBH		STYRON EUROPE GMBH
BY:	/s/    Stephen Doktycz	BY:	/s/    Stephen Doktycz
NAME:	Stephen Doktycz	NAME:	Stephen Doktycz
TITLE:	Authorized Representative	TITLE:	Authorized Representative
Date Executed: June 17, 2010		Date Executed: June 17, 2010
		STYRON EUROPE GMBH
		BY:	/s/    Timothy King
		NAME:	Timothy King
		TITLE:	Authorized Representative
		Date Executed: June 17, 2010

[Signature Page to Amended and Restated Ethylene Sales Contract (Europe)]

DOW H&E GENERAL TERMS AND CONDITIONS

1. Interpretation of Trade Terms

Trade terms shall be interpreted in accordance with INCOTERMS 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under INCOTERMS 2000. If this Contract does not specify trade terms as defined in INCOTERMS 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier. For pipeline deliveries, title to and risk of loss of Product will transfer from Seller to Buyer when Product passes the connecting flange of Seller’s pipeline to the inlet flange of Buyer’s receiving pipeline at delivery point.

2. Payment and Payment Value Date

(I) Payment shall be made in such a way that Seller’s designated bank account will be credited for good value in accordance with the Payment terms specified in this Contract. Payment of the full amount invoiced does not constitute a waiver with respect to any claims Buyer may have against Seller. (II) If payment due date falls on a Saturday or on a holiday other than a Monday, payment shall be made on the last preceding banking day. If payment due date falls on a Sunday or a holiday on a Monday, payment shall be made on the next banking day.

3. Determination of Invoice Quantity of Product

The quantity of the Product to be invoiced shall be determined at load point in accordance with the methods and procedures applicable to deliveries of the Product and the Shipment Method defined in this Contract or in accordance to the results of an independent surveyor acceptable to both Parties. An independent surveyor acting on behalf of Buyer, at Buyer’s expense, shall have the right to verify, under an appropriate secrecy agreement. Seller’s calibration procedures and measurement records of Seller’s meters. In case of dispute, the results of an independent surveyor shall be final and binding to both Parties.

4. Seller’s Commitments

4.1 Seller undertakes that the Product at the time of delivery meet the agreed Specifications.

4.2 Seller will supply Buyer with the current Material Safety Data Sheets (MSDS).

4.3 Seller will convey the Product with good title, free from any lawful lien or encumbrance.

5. Responsible Practices

Buyer will (I) familiarize itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (II) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors, agents and customers in these practices and (III) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer has failed to comply with any of its commitments under this Section 5, Seller will provide Buyer with thirty (30) days written notice to cure such failure to comply. If Buyer does not cure such failure to comply within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days (“Suspension Period”). Upon the end of the Suspension Period, if Buyer has not cured such failure to comply. Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by such failure to comply.

6. Documentary Instructions

Buyer shall inform Seller about any documentary and invoicing instructions at least two (2) working days prior to loading date.

7. Liability

In the event of any liability by either Party whether arising from breach of Contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the Contract price for the Product with respect to which damages are claimed. In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract.

8. Force Majeure

In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, all interfering with the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged. The affected Party shall decide at its reasonable discretion on the quantities of Product affected and the allocation of the reduced quantities to be sold or purchased. The Parties agree to retain absolute discretion on relation to allocation with their respective affiliates, provided, however, that during an event subject to this Section 8, Seller shall treat Buyer in the same manner as all other contract customers for Product. During an event subject to this Section 8 and at Buyer’s request, Seller shall use reasonable efforts to provide ethylene to Buyer during the duration of such event from alternate sources at market prices, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller.

9. Default

9.1 If Buyer fails to make a payment under this Contract within three (3) days following notice by Seller that payment is due, Buyer shall be in default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or decline to make further deliveries against this Contract, except for cash.

Page 10 of 16

If Buyer fails to make payment under this Contract following a thirty (30) day notice by Seller, then Seller may treat such failure to cure by Buyer as final refusal to accept further shipments and may cancel this Contract.

9.2 Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date and to any other rights Seller may have under this Contract, to charge as from the due date without further notice, interest on any overdue balance of a rate equal to the [*****]

9.3 If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then Seller may, after three (3) days prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other security.

10. Performance by Affiliates

At Seller’s option, any Contract obligation may be performed by Seller or any of its affiliates. Any deliveries made under this condition may be invoiced by such affiliate and shall constitute performance of this Contract by Seller.

11. Severability of Provisions

Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to preserve the initial intent and purpose of this Contract.

12. Non-Waiver

Failure to exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion.

13. Applicable Law

This Contract shall be governed and construed in accordance with the internal laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract. All disputes arising under this Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich, Switzerland. The language of the arbitration shall be English.

14. No Set-off

Regardless of any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such party to the other party, whether under this Contract or otherwise.

15. Counterparts

This Contract may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Page 11 of 16

APPENDIX A

TO

ETHYLENE SUPPLY AGREEMENT (EUROPE)

THE DOW CHEMICAL COMPANY

Page: 1

CUSTOMER SPECIFICATION

Date Printed:    12 JAN 2010

SPECIFIED MATERIAL:     00031681-C001 2009	Effective: 10 DEC
	Supersedes:

NAME:	Ethylene E Chemical Grade
	CUSTOMER NAME/ADDRESS:
	DOW EUROPE GMBH
	BACHTOBELSTRASSE 3	HORGEN
	ZUERICH	SWITZERLAND	8810
MATERIAL DESCRIPTION:
	Color: colorless
	Odor: sweet
	Appearance/Physical State: gas

TEST REQUIREMENTS
TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
Ethylene	85 Min	% vol	ASTM	D2505
Methane + Ethane	15 Max	% vol	ASTM	D2505
Acetylene	10 Max	ppm v	ASTM	D2505
Hydrogen	100 Max	ppm v	ASTM	D2504
C3 and Heavier	100 Max	ppm v	ASTM	D2505
Propylene	25 Max	ppm v	ASTM	D2505
Diolefins	5 Max	ppm v	ASTM	D2505
Carbon Monoxide	5 Max	ppm v	ASTM	D2504
Carbon Dioxide	50 Max	ppm v	ASTM	D2504
Sulfur, Total	10 Max	ppm wt	ASTM	D3246
Water, delivery	10 Max	ppm v	UOP	344
Methanol and Other Oxygenated	5 Max	ppm	UOP	569

Page 12 of 16

Solvents

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW

CHEMICAL

COMPANY.

Continued on Next

Page

THE DOW CHEMICAL COMPANY

Page: 2

CUSTOMER SPECIFICATION

SPECIFIED MATERIAL: 00031681-C001 Effective: 10 DEC

2009

NAME: Ethylene E Chemical Grade

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

Page 13 of 16

THE DOW CHEMICAL COMPANY

Page: 1

CUSTOMER SPECIFICATION

Date Printed: 12 JAN 2010
SPECIFIED MATERIAL: 00031681-C002 2010		Effective: 11 JAN
		Supersedes:
NAME: Ethylene-E Chemical Grade
CUSTOMER NAME/ADDRESS:
DOW EUROPE GMBH
BACHTOBELSTRASSE 3	HORGEN
ZUERICH	SWITZERLAND	8810
MATERIAL DESCRIPTION:
Color: colorless
Odor: sweet
Appearance/Physical State: gas

TEST REQUIREMENTS
TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
Ethylene	[*****]	[*****]	[*****]
Methane + Ethane	[*****]	[*****]	[*****]
Acetylene	[*****]	[*****]	[*****]
Propylene	[*****]	[*****]	[*****]
Carbon Monoxide	[*****]	[*****]	[*****]
Carbon Dioxide	[*****]	[*****]	[*****]
Methanol	[*****]	[*****]	[*****]
Ammonia	[*****]	[*****]	[*****]
Sulfur, Total	[*****]	[*****]	[*****]
Hydrogen Sulfide	[*****]	[*****]	[*****]

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW

CHEMICAL

COMPANY.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

Page 15 of 16

EX-10.23

EXECUTION VERSION

Exhibit 10.23

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

AMENDED AND RESTATED

BENZENE SALES CONTRACT (EUROPE)

BETWEEN

DOW EUROPE GMBH

AND

STYRON EUROPE GMBH

Amended and Restated Sales Contract (this “Contract”)

Date of Contract: June 17, 2010

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.

	Dow Europe GmbH Bachtobelstrasse 3 8810 Horgen – Switzerland (“Seller”) Styron Europe GmbH Bachtobelstrasse 3 8810 Horgen – Switzerland (“Buyer”, each of Buyer and Seller a “Party”, and collectively, the “Parties”)
1.      Product	Benzene
2.      Specification	Dow standard sales specification for Product delivered to Terneuzen attached hereto as Appendix A and made part of this Contract.
	Dow standard sales specification for Product delivered to Boehlen attached hereto as Appendix B and made part of this Contract.
3.      Quantity	[*****]
	Volume ranges are by mutual agreement.
	If Buyer requests additional volume above either the Terneuzen or Boehlen Maximum Quantity, Seller will use reasonable best efforts to provide such volumes, the Parties will negotiate in good faith, and such volumes may be provided if the Parties can mutually agree upon terms of the additional supply.
4.      Price/Currency	The following price invoiced in EUR/MT: [*****] (EXCLUSIVE OF VAT)
	Contract:[*****]

Page 2 of 22

[*****]

The conversion from USD into EUR will be carried out by using the arithmetic average of the European Central Bank daily foreign exchange rate as published on the internet on page “www.ecb.int/stats/eurofxref/” for the month prior to the month of delivery.

At the end of the first eighteen (18) month period and every thirty-six (36) month period thereafter, upon at least twelve (12) months prior written notice by either Buyer or Seller, Seller and Buyer shall reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party.

If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute to be arbitrated by a reputable industry consultant, such as CMAI, to be mutually agreed upon by Buyer and Seller; provided, however, that during periods of such arbitration the price mechanism shall continue under the then current price mechanism until the resolution of such arbitration. Fees and costs for the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues the decision and shall continue for the next thirty-six (36) month period. For the avoidance of doubt, Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS shall not apply to pricing dispute pursuant to this section.

In the event any of the indices referenced above ceases publication, stops reporting on Benzene, materially changes its format for price reporting, or modifies the fundamental basis for price reporting, Seller and Buyer reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute arising under this Contract and is settled pursuant to the terms of Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS.

Upon ninety (90) days prior written notice to Seller, Buyer may elect, only once under this paragraph, an alternative price mechanism whereby the pricing for Product will be based on the indices as reported and published by ICIS-LOR for the month of delivery (the “Month of Delivery Pricing Basis”); provided, that, Buyer has not already validly exercised its right to negotiate in good faith a mutually agreeable alternative price mechanism during the term of this Contract pursuant to this Section 4. Upon election by Buyer of such Month of Delivery Pricing Basis, the minimum quantities of Product that Buyer shall buy for the remaining term of this Contract will change to the following minimum quantities as of the date of such election:

[*****]

Page 3 of 22

	[*****]
5.      Period of Contract	This Contract is effective as of June 17, 2010 and shall continue to be in effect for ten (10) years and x months from this date (n.b. termination should be at year end), and shall continue for two (2) year periods thereafter until terminated by either Party with at least twelve (12) months prior written notice, unless previously terminated in writing in accordance with Section 16 of this Contract, without prejudice to any other right of termination a Party may have in accordance with the terms hereof. If Seller terminates this Contract pursuant to this Section 5, Seller will provide Buyer access to Seller’s infrastructure, including unloading, storage and pipeline throughput, for a fee equal to the economic costs to be determined at the time of termination, of providing access and under commercially reasonable conditions including maximum capacity for storage and unloading consistent with such capacity in use by Buyer at the time of termination.
6.      Delivery Terms (INCOTERMS2000)	DDP Terneuzen / Boehlen for pipeline deliveries at Terneuzen and Boehlen. CIP Boehlen for railcar deliveries at Boehlen, at Seller’s option
7.      Delivery schedule	Each calendar month, Buyer shall purchase [*****] of the Terneuzen Minimum Quantity and the Boehlen Minimum Quantity for the corresponding plant of Product as set forth in Section 3 (“Monthly Minimum”) of this Contract and Seller shall sell in each month up to [*****] of such Terneuzen Maximum Quantity and the Boehlen Maximum Quantity (“Monthly Maximum”). Buyer agrees to buy and accept and Seller agrees to sell and deliver Product throughout each month as is commercially reasonable on this ratable basis. Buyer shall provide to Seller a forecast of Product demand for the next calendar year by the fourth quarter of the then-current year. Additionally, as further set out in Section 12 of this Contract, Buyer shall provide to Seller a rolling three (3) month forecast provided at least five (5) business days before the end of each calendar month. The provisions of this Section 7 are subject to reductions in the relevant quantities (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product due to the fault of Seller, or (d) for any reasons set forth in Sections 17 or 19 of this Contract. The Seller acknowledges that Seller’s sole and exclusive remedy for breach by Buyer of this Section 7 is as set forth in Sections 11 and 12 of this Contract.
8.      Shipment Method	Seller’s pipeline and third party rail tank cars
9.      Other conditions	The quantity is determined on basis AIR, with reference to Section 3 of Dow H&E GENERAL TERMS AND CONDITIONS
10.    Terms of payment	[*****]

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11.    Re Marketing Fee	[*****] The Re-Marketing Fee under this Section 11 is intended to permit Buyer to optimize manufacturing operations in its consuming facilities, but is not intended to permit Buyer to replace the minimum quantities of Product required to be purchased from Seller under this Contract with other purchases of benzene obtained from third parties.
12.    Binding Forecast	Buyer shall provide Seller [*****] If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 16, 17, or 19 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast for Terneuzen or Boehlen, as applicable, and the quantity of Product actually purchased by Buyer in the applicable calendar month.
13.    Railcar Rental Fees	For deliveries by rail in third party’s railcars, in case the rail tank cars are not returned within the roundtrip time as provided by the third party supplier calculated from date of departure from the load point, Seller reserves the right to charge a rental fee per railcar and per day, without prejudice to any other right Seller may have. Any delays not caused directly by Buyer or the company receiving the Product, are not subject to any rental fee charge. Railcar rental fees are payable thirty (30) days after date of invoice.
14.    Product Analysis	Seller, for any volumes of Product delivered by rail, will provide Buyer with a certificate of analysis representative of the Product supplied to the custody of the carrier. For this purpose Buyer will ensure, at any time during the period of this Contract, that Seller (Commercial/Logistic Department) is aware of, at the time of delivery of the Product, the valid contact information to receive such certificate of analysis. This provision is made with reference to Section 6 of Dow H&E GENERAL TERMS AND CONDITIONS attached hereto.

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15. Buyer’s Commitments

15.1   Product subject to Excise and Fuel Tax

Based on the requirements of Council Directive 92/12/EEC art 15 pt 5, it is obligatory that, after the Product has left the authorized Excise warehouse (date of delivery document), any change of place of delivery must be communicated by Buyer to Seller within twenty-four (24) hours after change of destination. If the change of place of delivery is reported to Seller within twenty-four (24) hours, delivery of the product is made under suspension (AAD). If the change of place of delivery is not reported within twenty-four (24) hours, the delivery is subject to Excise, fuel, environmental and inventory tax, which Dow reserves the right to recharge to Buyer, upon receipt of invoice from the Tax authorities.

15.2.   Documentary Instructions for Products subject to Excise and Fuel Tax

(I) Buyer shall inform Seller name and full address, VAT and Excise License number of receiver of Product at least two days prior to delivery date. Additionally, Buyer shall inform Seller the name(s) of the authorized person(s) to sign the accompanying administrative document (AAD) upon receipt of the Product. If this information is not received prior to the delivery date, Buyer will be deemed to be in default and delivery will not take place. (II) Buyer is responsible for the immediate return, ultimately within ten (10) days after receipt, both by fax copy and registered mail of Part 3 of the excise duty document to Seller, duly signed by the person(s) authorized under the excise duty license of the receiver.

16. Planned Maintenance Turnarounds and Permanent Shutdown

16.1.   Planned Maintenance Turnarounds

   16.1.1.   Seller Planned Maintenance Turnarounds

In the event of a planned Ethylene Cracker and/or Aromatics unit turnaround, Seller reserves the option to cancel supply in association with the shutdown period provided that Seller gives Buyer at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this section by Seller is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Seller if it gives sixty (60) days notice prior to the planned shutdown date. During any planned Ethylene Cracker and/or Aromatics unit turnaround, at Buyer’s request, Seller shall use reasonable best efforts to provide benzene to Buyer during any shutdown from alternate sources at market prices, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

   16.1.2.   Buyer Planned Maintenance Turnarounds

In the event of a planned shutdown at Buyer’s Benzene consuming facilities at Terneuzen or Boehlen. Buyer reserves the option to cancel supply under this Contract at the affected site or sites in association with the shutdown period; provided, that Buyer gives Seller at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this section by Buyer is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Buyer if it gives sixty (60) days notice prior to the planned shutdown date. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

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16.2. Permanent Shutdowns

16.2.1. Seller Permanent Shutdown

In the event that Seller decides to permanently shutdown, close, sell, or liquidate Seller’s Ethylene Cracker or Aromatics unit located at either Terneuzen or Boehlen, Seller reserves the option to unilaterally and permanently cancel supply under this Contract or terminate this Contract with no penalty upon three (3) months written notice. In the event that Seller is no longer manufacturing or supplying, or selling Benzene on a global basis due to the sale of the related business, cessation of operations or shutdown or sale of various assets, Seller may terminate this Contract with no penalty upon three (3) months written notice. If Seller gives three (3) months notice to terminate this Contract, as provided for under this paragraph, Seller agrees to provide twelve (12) months supply support post shutdown by finding supply of Product for the affected site or sites in the market for Buyer to be purchased and supplied by Seller at market terms, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller. In such a case that Seller permanently cancels supply at the affected site or sites or if the Seller terminates this Contract, as provided under this paragraph, Seller will provide Buyer access to the infrastructure at Seller’s affected site or sites for delivery/unloading, storage and pipeline throughput for purchases of benzene for a fee to be equal to the economic costs of to be determined at the time of shutdown unless this Contract is otherwise assigned to a buyer of Ethylene Cracker(s) and/or Aromatics unit in the case Seller sells such Ethylene Cracker(s) or Aromatics unit.

16.2.2. Buyer Permanent Shutdown

In the event that Buyer decides to permanently shutdown or close Buyer’s benzene consuming facilities located in either Terneuzen or Boehlen, Buyer reserves the option to unilaterally and permanently cancel supply under this Contract at the affected site or sites or terminate this Contract with no penalty upon three (3) months written notice. If Buyer gives three (3) months notice to permanently cancel supply at the affected site or sites or terminate this Contract, as provided for under this paragraph, Buyer agrees to provide twelve (12) months buyer support post shutdown to either consume or pay the Re-Marketing Fee as described in the Section 11 of this Contract for any volumes not purchased during this twelve (12) month period.

16.3 Seller and Buyer Cooperation

Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Ethylene Cracker(s) or Aromatic unit and Buyer’s Product consuming facilities to optimize downtime and minimize the impact of shutdowns on the operations of Seller and Buyer.

17. Product Availability

Buyer acknowledges that the Product supplied under this Contract is a co-product of Seller’s cracking operation of the production of Ethylene and Propylene. In the event that Seller decides at any time to reduce its cracking operation for any reason, the quantity specified in this Contract may be reduced at Seller’s option without any liability to Seller. In the event that Seller elects at any time to change the feedstock for cracker operation which reduces the co-product production, the quantity specified in this Contract may be reduced at Seller’s option proportionally to the reduction of the co-product production without any liability to Seller.

18. Storage and Throughput for Product Deliveries

18.1. Seller will provide access to the Terneuzen and Boehlen infrastructure for delivery/unloading, storage and pipeline throughput for purchases at benzene made by Buyer from other suppliers (“Third Party Benzene”) by purchasing Third Party Benzene from Buyer for purchase price and reselling to Buyer for the same purchase price plus fees and per the conditions as set forth below:

18.1.1. Terneuzen: Deliveries to Terneuzen can only be made by vessel or barge. The delivery maximum per shipment is 2.5KT and the monthly maximum for delivery is determine by taking 363,000 MT/12 less Buyer’s Binding Forecast provided to Seller pursuant to Section 12 of this Contract.

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Buyer shall provide Seller with a forecast of all deliveries of Third Party Benzene [*****] before the end of each calendar month prior to the month in which deliveries would occur and Buyer and Seller shall mutually agree on a delivery schedule for such deliveries at least five (5) business days before the end of each calendar month prior to the month in which deliveries would occur. Buyer shall use reasonable efforts to have all deliveries of Third Party Benzene delivered equally throughout any month. The fees for unloading, storage and pipeline throughput are as follows:

[*****]

18.1.2. Boehlen: Deliveries to Boehlen can only be made by railcars. The delivery maximum per shipment [*****] and the monthly maximum for delivery, is determine by taking [*****] provided to Seller pursuant to Section 12 of this Contract. Buyer shall provide Seller with a forecast of all deliveries of Third Party Benzene at least [*****] before the end of each calendar month prior to the month in which deliveries would occur and Buyer and Seller shall mutually agree on a delivery schedule for such deliveries at least five (5) business days before the end of each calendar month prior to the month in which deliveries would occur. Buyer shall use reasonable efforts to have all deliveries of Third Party Benzene delivered equally throughout any month. The fees for unloading, storage and pipeline throughput are as follows:

[*****]

The fees cited above may be adjusted during any price negotiation pursuant to Section 4 of this Contract to reflect market changes.

18.1.3. When practicable, Seller will cooperate with Buyer to exchange volumes of Product with Buyer’s Third Party Benzene as a method to deliver equivalent volumes of Buyer’s external purchases of benzene into Buyer’s Terneuzen and Boehlen styrene production facilities. Any exchanges of benzene between Seller and Buyer will be governed by an Exchange Contract attached hereto as Appendix C. Buyers fee for exchanges of Third Party Benzene will [*****] and may be adjusted during any price negotiation pursuant to Section 4 of this Contract to reflect market changes.

19. Excused Performance

The Parties agree that Seller’s inability to obtain raw materials or energy at a cost consistent with the terms agreed hereunder shall reduce the quantities of Products to be delivered without liability, and shall be treated like a Force Majeure event. In the event of Force Majeure declared by Seller pursuant to this Section 19, the reduced quantity of Product shall be apportioned at Seller’s reasonable discretion among Seller’s customers other than Seller’s Affiliates.

20. Assignment of Contract and/or claims

This Contract may not be assigned by Buyer by operation of law or otherwise without the express written consent of Seller, which consent may only be withheld if assignee is determined by Seller to be a competitor of Seller or any of Seller Affiliates’ businesses that are located at the sites subject to this Contract or if Seller deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller. Any attempted assignment without such consent from Seller shall be null and void; provided, however, that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly-owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect delivery of the Product and invoice Buyer directly.) “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be otherwise assigned by Seller to any third party without the

Page 8 of 22

consent of Buyer, except any assignment or partial assignment of this Contract does not require consent of Buyer when such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture by Seller of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Seller and relating to, all or substantially all of the assets or properties of Seller to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Seller under this Contract through the execution of an assignment and assumption agreement, Seller shall be released from all obligations and liabilities under this Contract. In addition, both Seller and Buyer may assign their respective claims under this Contract to third parties. Agreed quantities and other terms shall not be affected by an assignment.

In the event Dow Europe GmbH or its Affiliates sell, convey, divest, or contribute to a joint venture the Ethylene Crackers located at both Terneuzen and Boehlen, then Dow Europe GmbH is obligated to assign this Contract to the third party purchaser or the joint venture for which the assets were contributed, except that only Dow Europe GmbH is subject to this assignment obligation and such obligation does not transfer to any subsequent assignee who were the third party purchaser or the joint venture for which the assets were contributed.

21. Controlling Terms & Amendments

By ordering any of the Products detailed in this Contract, Buyer agrees to all the terms and conditions contained in this Contract and in the Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto, which override any additional or different terms or conditions included in Buyer’s purchase order or other documents or referred to by Buyer. Any amendments or additions to this Sales Contract shall be valid only if agreed in writing by both Parties.

22. Contact Persons

Seller:

Planning/Logistic Coordinator Terneuzen J. PIPKIN / M. PIETERS HOUSTON/TERNEUZEN TEL 001-2819664176 TEL 0031-11567 2652 FAX 0031-11567 3782 EMAIL jnpipkin@dow.com EMAIL mpieters2@dow.com	Commercial Manager A. JENNEY HORGEN TEL 0041-44 728 2144 FAX 0041-44 728 3343 EMAIL acjenney@dow.com	Commercial Coordinator C. CUOLT, HORGEN TEL 0041-44 728 2695 EMAIL ccuolt@dow.com FAX 0041-44 728 3343
Planning/Logistic Coordinator Boehlen K.H. FRITZE BOEHLEN TEL 0049-3420688 167 FAX 0049-3420688 150 EMAIL kffritze@dow.com	Credit Manager S. LAMAS, HORGEN TEL 0041-44 728 2833 EMAIL slamas@dow.com FAX 041-44 728 2308	Accounts Receivable A. KRAMER-CAPPILLI, HORGEN TEL 0041-44 728 2651 EMAIL acappilli@dow.com S. WOODS TEL 0041 44 728 2552 EMAIL swoods2@dow.com

Buyer:

Planning/Logistic Coordinator Terneuzen C. ANTHEUNISSE TEL 0031-115672896 EMAIL cantheunisse@dow.com Commercial Manager   M. CROMACK HORGEN TEL 0041-44 728 2756 EMAIL mcromack@dow.com Commercial Coordinator   P. CALLER HORGEN TEL 0041-44 728 3663 EMAIL pcaller@dow.com

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23. Amendment and General Release

The Benzene Sales Contract (Europe), dated as of April 1, 2010, between Dow Europe GmbH and Styron Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be effective as of 11:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 11:59p.m. Eastern Daylight Time on June 16, 2010 pursuant to the Initial Contract.

[SIGNATURE PAGE FOLLOWS]

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DOW EUROPE GMBH		STYRON EUROPE GMBH
BY:	/s/    Stephen Doktycz	BY:	/s/    Stephen Doktycz
NAME:	Stephen Doktycz	NAME:	Stephen Doktycz
TITLE:	Authorized Representative	TITLE:	Authorized Representative
Date Executed: June 17, 2010		Date Executed: June 17, 2010
		STYRON EUROPE GMBH
		BY:	/s/    Stephen Doktycz
		NAME:	Stephen Doktycz
		TITLE:	Authorized Representative
		Date Executed: June 17, 2010

[Signature Page to Amended and Restated Benzene Sales Contract (Europe)]

DOW H&E GENERAL TERMS AND CONDITIONS

1. Interpretation of Trade Terms

Trade terms shall be interpreted in accordance with INCOTERMS 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under INCOTERMS 2000. If this Contract does not specify trade terms as defined in INCOTERMS 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier. For pipeline deliveries title to and risk of loss of Product will transfer from Seller to Buyer when product passes the connecting flange of Seller’s pipeline to the inlet flange of Buyer’s receiving pipeline at delivery point

2. Payment and Payment Value Date

(I) Payment shall be made in such a way that Seller’s designated bank account will be credited for good value in accordance with the payment terms specified in this Contract. Payment of the full amount invoiced does not constitute a waiver with respect to any claims Buyer may have against Seller. (II) If payment due date falls on a Saturday or on a holiday other than a Monday, payment shall be made on the last preceding banking day. If payment due date falls on a Sunday or a holiday on a Monday, payment shall be made on the next banking day.

3. Determination of Invoice Quantity of Product

The quantity of the Product to be invoiced shall be determined at load point in accordance with the methods and procedures applicable to deliveries of the Product and the Shipment Method defined in this Contract or in accordance to the results of an independent surveyor acceptable to both Parties. An independent surveyor acting on behalf of Buyer, at Buyer’s expense, shall have the right to verify, under an appropriate secrecy agreement, Seller’s calibration procedures and measurement records of Seller’s meters. In case of dispute, the results if an independent surveyor shall be final and binding to both parties.

4. Seller’s Commitments

4.1 Seller undertakes that the Product at the time of delivery meet the agreed Specifications.

4.2 Seller will supply Buyer with the current Material Safety Data Sheets (MSDS).

4.3 Seller will convey the Product with good title, free from any lawful lien or encumbrance.

5. Responsible Practices

Buyer will (I) familiarize itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (II) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors, agents and customers in these practices and (III) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer has failed to comply with any of its commitments under this Section 5. Seller will provide Buyer with thirty (30) days written notice to cure such failure to comply. If Buyer does not cure such failure to comply within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days (“Suspension Period”). Upon the end of the Suspension Period, if Buyer has not cured such failure to comply, Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by such failure to comply.

6. Documentary Instructions

Buyer shall inform Seller about any documentary and invoicing instructions at least two (2) working days prior to loading date.

7. Liability

In the event of any liability by either Party whether arising from breach of Contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the Contract

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price for the Product with respect to which damages are claimed. In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract.

8. Force Majeure

In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, all interfering with the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged. The affected Party shall decide at its reasonable discretion on the quantities of Product affected and the allocation of the reduced quantities to be sold or purchased. The Parties agree to retain absolute discretion on relation to allocation with their respective affiliates, provided, however, that during an event subject to this Section 8 Seller shall treat Buyer in the same manner as all other contract customers for Product.

9. Default

9.1 If Buyer fails to make a payment under this Contract within three (3) days following notice by Seller that payment is due, Buyer shall be in default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or decline to make further deliveries against this Contract, except for cash. If Buyer fails to make payment under this Contract following a thirty (30) day notice by Seller, then Seller may treat such failure to cure by Buyer as final refusal to accept further shipments and may cancel this Contract.

9.2 Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date and to any other rights Seller may have under this Contract, to charge as from the due date without further notice, interest on any overdue balance of a rate equal to the one (1) month LIBOR interest for the currency invoiced, as fixed by the British Bankers Association on the last business day of the month preceding the date of payment, plus five percent (5%) points.

9.3 If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then Seller may, after three (3) days prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other security.

10. Performance by Affiliates

At Seller’s option, any Contract obligation may be performed by Seller or any of its affiliates. Any deliveries made under this condition may be invoiced by such affiliate and shall constitute performance of this Contract by Seller.

11. Severability of Provisions

Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to preserve the initial intent and purpose of this Contract.

12. Non-Waiver

Failure to exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion.

13. Applicable Law

This Contract shall be governed and construed in accordance with the internal laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (l980) shall not apply to this Contract. All disputes arising under this Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more

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arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich, Switzerland. The language of the arbitration shall be English.

14. No set-off

Regardless of any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such party to the other party, whether under this Contract or otherwise.

15. Counterparts

This Contract may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

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Appendix A: Product Specification (Terneuzen)

Author: GPDIS SYSTEM

THE DOW CHEMICAL COMPANY CUSTOMER SPECIFICATION Page: 1

Date Printed: 15 FEB 2010
SPECIFIED MATERIAL: 00009642-C001	Effective: 20 JAN 2010
Supersedes:
NAME: BENZENE-E
CUSTOMER NAME/ADDRESS:
	STYRON HOLDING B.V. HERBERT H. DOWWEG 5	HOEK
	ZEELAND                                                      THE NETHERLANDS		4542 NM
MATERIAL DESCRIPTION:
	Color: clear, colorless Odor: aromatic Appearance/Physical State: liquid
Description Note:
A CLEAR LIQUID, FREE OF SEDIMENT AND HAZE WHEN OBSERVED AT 18.3 TO 25.6 CENTIGRADE, HIGH FLAMMABLE.

TEST REQUIREMENTS
TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
Benzene	99.8 Min	% wt	ASTM D4492
Non-aromatics	0.15 Max	% wt	ASTM D4492
Toluene	0.05 Max	% wt	ASTM D4492
Nitrogen, Total	1 Max	ppm wt	ASTM D4629
Water	no free water		Visual
Sulfur, Total	1 Max	ppm wt	ASTM D3961
Chlorides (as CI)	1 Max	ppm wt	UOP 779

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

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Appendix B: Product Specification (Boehlen)

Author: GPDIS SYSTEM

THE DOW CHEMICAL COMPANY CUSTOMER SPECIFICATION Page: 1

Date Printed: 15 FEB 2010
SPECIFIED MATERIAL: 00009642-C102	Effective: 15 FEB 2010
Supersedes:
NAME: BENZENE-E
CUSTOMER NAME/ADDRESS:
	STYRON DEUTSCHLAND GMBH WERK BOEHLEN                                                 BOEHLEN
	SACHSEN                                                         GERMANY	04564
MATERIAL DESCRIPTION:
	Color: clear, colorless Odor: aromatic Appearance/physical State: liquid
Description Note:

A CLEAR LIQUID, FREE OF SEDIMENT AND HAZE WHEN OBSERVED AT 18.3 TO 25.6 CENTIGRADE, HIGH FLAMMABLE.

TEST REQUIREMENTS
TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
Benzene	[*****]	[*****]	[*****]
Non-aromatics	[*****]	[*****]	[*****]
Toluene	[*****]	[*****]	[*****]
Methylcyclohexane	[*****]	[*****]	[*****]
Chlorides (as CI)	[*****]	[*****]	[*****]
Nitrogen, Total	[*****]	[*****]	[*****]
Bromine Index	[*****]	[*****]	[*****]
Color, APHA	[*****]		[*****]
Water	[*****]	[*****]	[*****]

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION.

PACKAGING, SHIPPING AND LABELING.

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Appendix C

Exchange Contract Benzene

Exchange Contract Number

Date of Contract

The parties mentioned below agree to exchange the product described in this Contract, according to the TERMS AND CONDITIONS set out below.

Dow Europe GmbH

Bachtobelstrasse 3

8810 Horgen – Switzerland

(“here in after referred to as DOW”)

[Styron Entity]

(“here in after referred to as Exchange Party”)

When Dow delivers Product Dow is the “Seller”, when Dow receives Product Dow is the “Buyer”. When Exchange Party delivers Product Exchange party is the “Seller”, when Exchange Party receives Product Exchange Party is the “Buyer”.

	Supply by Exchange Party	Supply by DOW
1.      Product	Benzene	Benzene
2.      Specification	According Dow standard raw material specification, Benzene E spec or trading spec (BASF) currently used by Ternuezen or Boehlen	According Dow standard sales specification
3.      Quantity	[*****]	[*****]
4.      Price / Currency          (EXCLUSIVE OF VAT)	[*****]	[*****]
5.      Delivery Terms          (INCOTERMS 2000)	CIF ARA and FCA Boehlen	DDP EB plant Terneuzen/Boehlen
6.      Delivery Schedule	Spread evenly through the Contract period when the call-offs will be in mutual agreement – except during any turnarounds or major plant incidents when both parties will endeavour to reduce volumes	Spread evenly through the contract period when the call-offs will be in mutual agreement – except during any turnarounds or major plant incidents when both parties will endeavour to reduce volumes.
7.      Shipment Method	Barge/Seavessel (Terneuzen) Rail Tank Car (Boehlen)	Pipeline
8.      Delivery place	ARA and Boehlen	Terneuzen and Boehlen
9.      Loading source

10.    Period of Contract
Other conditions The quantity is determined on basis AIR, with reference to Section 3 of DOW H&E GENERAL TERMS AND CONDITIONS
11.    Terms of payment            Net fifteen (15) days end of month
	Supply by Exchange Party	Supply by DOW
12.    Invoice Address	Stating Buyer’s Purchase Order Number:
	Dow Europe GmbH
	C/O European Procurement
	Service Center
	Bachtobelstrasse 3
	8810 Horgen – Switzerland
	VAT-No.: ESN0391236G
Invoice Mailing Address	Dow Europe GmbH
	C/O European Procurement
	Service Center
	P. O. Box 83
	4530AN Terneuzen
	The Netherlands
14.    Product Analysis
Seller will provide Buyer with a certificate of analysis representative of the Product supplied to the custody of the carrier. For this purpose Buyer will ensure, at any time during the period of this Contract, that Seller (Commercial/Logistic Department) is aware of, at the time of delivery of the Product, the valid contact information to receive such certificate of analysis. This provision is with reference to Section 6 of Dow H&E GENERAL TERMS AND CONDITIONS attached hereto
15.    Inspection for Deliveries by Sea or Inland Waterway
Quantity Inspection at Load Port
An Independent surveyor acceptable to both Parties shall be appointed by Seller at load port. The independent surveyor shall be instructed to make the full quantity inspection report including load readiness and sampling available to both Seller and Buyer regardless of the Party paying the inspection cost.
	[*****]	[*****]
Quality Inspection at Load Port
Buyer reserves the right, regardless of the Party paying the inspection cost, to request and receive a quality inspection report on composite of ship’s tanks after load or shore tanks as performed by an independent surveyor at load port acceptable to both Parties. The independent surveyor shall be appointed by Seller.
	[*****]	[*****]
Quantity Inspection at Discharge Port
Seller reserves the right to request and receive from Buyer a full quantity inspection report as performed by an independent surveyor at discharge port. The independent surveyor shall be appointed by Buyer. The costs for such inspection are for the account of Buyer.
16.    Railcar Rental Fees

For deliveries by rail in Buyer’s railcars, in case the rail tank cars are not returned within the roundtrip time mentioned below calculated from date of departure from the receiving point, Buyer reserves the right to charge below mentioned rental fee, without prejudice to any other right Buyer may have. Any delays not caused directly by Seller or the company delivering the Product are not subject to any rental fee charge. Railcar Rental Fees are payable thirty (30) days after date of invoice.

12      Days of Free Roundtrip including time for unloading

[*****] per railcar per day

17. Ship Requirements

The ship shall meet all relevant legislation and all load and discharge port regulations and safety standards, and shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities (ISPS Code). If the ship does not meet all such requirements, or is deemed unsafe, then the ship may be refused. The Party nominating the ship shall be liable for all damages (consequential damage is excluded) and costs resulting from the non-compliance with this article. A ship may not be substituted without written consent of the other Party.

18. Ship and Barge Nomination

In case Exchange Party delivers the Product, the ship or barge shall be formally nominated to the Logistics Department of Buyer, or in case Exchange Party collects the Product, the ship or barge shall be formally nominated to the Logistics Department of Seller within the following timeframe stating following minimum details and in accordance to separate instructions which are made part of this Contract:

For Ship	Minimum five (5) working days prior to start of ETA:
	- Product and Quantity
	- Ship Name / Registration Number of Ship
	- Owner / Operator
	- Lay days
	- Lay time for discharge / loading
	- Demurrage rate
	- Previous Cargoes
	- Estimated time of arrival (ETA) at discharge port / load port
	- Country of loading & load port / terminal / Country of destination & discharge port / terminal
	- Charter Party
	- Agent at discharge port / terminal / load port / terminal
For Barge	Minimum two (2) working days prior to start of ETA:
	- Product and Quantity
	- Barge Name / Registration Number of Barge
	- Lay days
	- Lay time for discharge / loading
	- Demurrage rate
	- Previous Cargoes
	- Estimated time of arrival (ETA) at discharge port / load port
	- Country of loading & load port / terminal / Country of destination & discharge port / terminal

19. Demurrage

Demurrage is calculated at the rate confirmed in the accepted nomination. All parties will be released from any and all demurrage liability under this Contract unless claim with supporting documentation is received in writing within ninety (90) days of the date of completion of discharge of the cargo from the ship or barge. If the receiving Party (Logistic Department) of the claim under this Contract is of the opinion that the claim is incorrect, it may object to it by written notice given within forty five (45) days of the date of issuance of the claim. Lack of objection of the receiving Party shall constitute acceptance of the claim. An invoice for the claim can be issued upon acceptance of the receiving Party or lapse of the forty five (45) days period without objection. Demurrage is payable thirty (30) days after date of invoice.

20. Financial Adjustment of Exchange Imbalance

The Exchange imbalance shall be financially reconciled to reflect changes of the exchange base price on a monthly basis.

21. Exchange Balance Statement

Unless otherwise specified herein, each Party shall render to the other, as soon as practical after the end of each month or each quarter (for agreements valid for twelve (12) months and beyond). exchange statements showing the exchange quantities delivered during the month and the exchange balance as of the end of the month. Unless otherwise specified herein, the aggregate quantities delivered by the respective Parties shall be kept reasonable in balance at all times. At the end of the agreement term, if the quantities are not approximately equal, the Party having received the greater quantity shall (unless otherwise agreed) continue deliveries to the other Party until they are so; and any balance due either Party shall be paid for by the other at an agreed price.

22. Controlling Terms & Amendments

By ordering any of the Products detailed in this contract, the Parties agree to all the terms and conditions contained in this document and to Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto, which override any additional or different terms or conditions included in purchase orders, sales acknowledgments, invoices or other documents or referred to by either Party. Any amendments or additions to this Exchange Contract shall be valid only if agreed in writing by both Parties.

23. Contact Persons (DOW)

Dow Europe GmbH

J. Obregon

Commercial Director

EX-10.24

Exhibit 10.24

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

AMENDED AND RESTATED

BISPHENOL A SALES CONTRACT

BETWEEN

DOW EUROPE GMBH

AND

STYRON EUROPE GMBH

Page 1 of 12

AMENDED AND RESTATED SALES CONTRACT (this “Contract”)

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”).

Product	Polycarbonate grade Bisphenol A (parrabis) in molten form
Specification	See attached
Quantity	[*****] For purposes hereof, “Buyer requirements” shall be limited to Buyer’s facilities at Stade, Germany If Buyer requests additional volume above the Maximum Quantity, Seller will use reasonable best efforts to provide such volumes, the parties hereto will negotiate in good faith, and such volumes may be provided if the parties hereto can mutually agree upon terms of the additional supply.
Period of Contract	Five (5) years from Effective Date If Seller terminates this Contract pursuant to the terms hereof. Seller will provide Buyer access to Seller’s infrastructure, including unloading, storage and pipeline throughput, for a fee equal to the economic costs to be determined at the time of termination, of providing access and under commercially reasonable conditions including maximum capacity for storage and unloading consistent with such capacity in use by Buyer at the time of termination.
Shipment	Pipeline
Price (subject to Section 6 of the General Terms and Conditions hereof)	[*****] At the end of the first [*****] and every [*****] thereafter, upon at least twelve (12) months prior written notice by either Buyer or Seller, Seller and Buyer shall reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute to be arbitrated by a reputable industry consultant, such as CMAI, to be mutually agreed upon by Buyer and Seller, provided, however, that during periods of such arbitration the price mechanism shall continue under the then current price mechanism until the resolution of such arbitration. Fees and costs for the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the

Page 2 of 12

	arbitrator issues the decision and shall continue for the next thirty-six (36) month period. For the avoidance of doubt, Section 16 of the General Terms and Conditions of this Contract shall not apply to a pricing dispute pursuant to this paragraph.
	In the event any of the indices referenced above ceases publication, stops reporting on Bisphenol A, materially changes its format for price reporting, or modifies the fundamental basis for price reporting. Seller and Buyer reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating such negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party.
	If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute arising under this Contract and is settled pursuant to Section 16 of the General Terms and Conditions hereof.
Delivery Terms	DDP Buyer’s facility in Stade
Terms of Payment	Consolidated monthly invoice generated at the end of the calendar month; [*****]
Storage and Throughput for Product Deliveries	Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Product consuming facilities to optimize downtime and minimize the impact of shutdowns (for scheduled maintenance or otherwise), which shall include cooperation on the supply of Bisphenol A, on the operations of Seller and Buyer, and to communicate with each other on such events with at least sixty (60) days’ notice. Seller understands Buyer may from time to time need to purchase Product from a third party supplier. In such cases, Seller will work with Buyer to make logistical and delivery infrastructure available for such third party purchases.
Amendment and General Release	The Bisphenol A Sales Contract, dated as of April 1, 2010, between Dow Europe GmbH and Styron Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be effective as of 11:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 11:59p.m. Eastern Daylight Time on June 16, 2010 pursuant to the Initial Contract.

[SIGNATURE PAGE FOLLOWS]

Page 3 of 12

This Contract shall come into effect when signed and returned by Buyer to Seller within thirty (30) days of the date of signature by Seller.

DOW EUROPE GMBH		STYRON EUROPE GMBH
BY:	/s/ Stephen Doktycz	BY:	/s/ Stephen Doktycz
NAME: Stephen Doktycz		NAME: Stephen Doktycz
TITLE: Authorized Representative		TITLE: Authorized Representative
Date Executed: June 17, 2010		Date Executed: June 17, 2010
		STYRON EUROPE GMBH
		BY:	/s/ Timothy King
		NAME: Timothy King
		TITLE: Authorized Representative
		Date Executed: June 17, 2010

[Signature Page to Amended and Restated Bisphenol A Sales Contract (Europe)]

GENERAL TERMS AND CONDITIONS

1. Interpretation of Trade Terms

Trade terms shall be interpreted in accordance with Incoterms 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under Incoterms 2000. If this Contract does not specify trade terms as defined in Incoterms 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier. For pipeline deliveries, title to and risk of loss of Product will transfer from Seller to Buyer when Product passes the connecting flange of Seller’s pipeline to the inlet flange of Buyer’s receiving pipeline at delivery point.

2. Seller’s Commitments

2.1. Seller undertakes that the Product will at the time of delivery meet Seller’s then current Sales Specifications. Seller will notify Buyer if Sales Specifications are changed. All descriptions, drawings, photographs, illustrations, performance and technical data, dimensions, weights and the like, contained in any promotional or technical literature issued by Seller are subject to variation without notice and are not designed to constitute Sales Specifications.

2.2. Seller will supply Buyer with current Material Safety Data Sheets (MSDS) regarding the Product.

2.3. Seller will convey the Product with good title, free from any lawful lien or encumbrance.

3. Responsible Practices

3.1. Buyer will (i) familiarise itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (ii) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors, agents and customers in these practices and (iii) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer is in default of any of its commitments under this Section, Seller will provide Buyer with thirty (30) days to cure such default. If Buyer does not cure such default within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days (“Suspension Period”). Upon the end of the Suspension Period, if Buyer has not cured such default, Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by such failure to comply.

3.2. Notwithstanding the provisions of Section 5 hereof. Buyer will indemnify Seller for all claims, damages and related costs, including reasonable attorney fees, arising out of Buyer’s non-compliance with any of its commitments under Section 3.1 above.

4. Patents/Trademarks

Seller warrants only that the manufacture of the Product covered by this Contract does not infringe any Letters Patent of the country of manufacture. Buyer assumes all responsibility for use of any design, trademark, trade name, or part thereof, appearing on the Product at Buyer’s request.

5. Warranty/Liability

5.1. The commitments set out in Sections 2 and 4 above are Seller’s sole warranties in respect of the Product. ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE PRODUCT SUPPLIED UNDER THIS CONTRACT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED.

5.2. Buyer shall inspect the Product supplied under this Contract immediately after delivery. If any of the supplied Product is rejected because of non-conformity to specifications, Buyer shall have the right to return it to Seller only after inspection by Seller and receipt of definite shipping instructions from Seller, such inspection to be made and instructions to be given by Seller within thirty (30) days after notice of rejection by

Page 5 of 12

Buyer. Either (1) failure to give written notice of any claim within thirty (30) days from the date of delivery, or (2) use of the Product supplied under this Contract, constitutes an unqualified acceptance of such Product by Buyer and a waiver by Buyer of all claims in respect of such Product.

5.3. In the event of any liability by either Party whether arising from breach of contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the contract price for the Product with respect to which damages are claimed. In no event shall either Seller or Buyer be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract.

6. Price and Terms

6.1 [*****]

6.2 [*****]

7. Schedule of Deliveries

Buyer shall attempt to schedule deliveries of the Product uniformly throughout the calendar year. [*****]

8. Transportation

Where the price provides for absorption by Seller of any portion of the freight charges, or where Seller provides the transportation equipment at its cost, Seller shall have the right to select the means of transportation. Where the price provides for payment by Buyer of any portion of the freight charges, the freight charges will be those in effect at the date of shipment.

9. Delivery Equipment

During the time that Seller’s delivery equipment is in the possession of Buyer, Buyer shall be liable to Seller for damages or destruction of such equipment attributable to Buyer. All repairs to equipment shall be made under the supervision or direction of Seller.

Page 6 of 12

10. Force Majeure

In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, interfering with the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged. The reasonable decision of the Party affected as to the quantities of Product affected shall be final and binding. The affected Party shall decide at its reasonable discretion on the quantities of Product affected and the allocation of the reduced quantities to be sold or purchased; provided, that during such an event subject to this Section 10, Seller shall treat Buyer in the same manner as all other contract customers for Product.

11. Governmental Controls

If the price, freight allowance, or terms of payment, or any price increase, or change in freight allowance, or terms of payment under this Contract, or Seller’s ability to make any such increase or change, should be altered or prohibited by reason of any law, government decree, order or regulation, Seller and Buyer agree to address the impacts of such changes in regulatory conditions and attempt to negotiate new terms in good faith. In the event that Seller and Buyer are unable to agree upon how to address the impacts of changes in regulatory conditions within thirty (30) days after initiating such negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute arising under this Contract and is settled pursuant to Section 16 of the General Terms and Conditions hereof; provided, however, that during periods of such arbitration the existing price mechanism shall continue until the resolution of such arbitration. Fees and costs of the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues such decision.

12. Non-performance

12.1 If Buyer fails to make a payment under this Contract within three (3) days following notice by Seller that payment is due. Buyer shall be in default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or decline to make further deliveries against this Contract, except for cash. If Buyer fails to make payment under this Contract following a thirty (30) day notice by Seller, then Seller may treat such failure to cure by Buyer as final refusal to accept further shipments and may cancel this Contract.

12.2 Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date, to charge interest on any overdue balance of a rate equal to [*****].

12.3 If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then Seller may, after three (3) day’s prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other security.

12.4 Notwithstanding anything to the contrary in this Sales Contract, Buyer’s sole liability for failure to purchase at least the annual Minimum Quantity in any calendar year (unless due to (i) Seller’s inability to supply or due to a Force Majeure event affecting Buyer, (ii) a failure of Seller to deliver product in accordance with quality specifications, (iii) non-purchases of product at the fault of Seller, or (iv) any shutdown of Seller’s Product consuming facilities) shall be for Buyer to pay Seller as liquidated damages and not as

Page 7 of 12

a penalty, the amount of [*****] for each non-purchased MT below the Minimum Quantity of [*****] as liquidated damages and not as a penalty. Such payment shall be due within thirty (30) days after the end of a contract year.

13. Assignment of Contract and/or Claims

This Contract may not be assigned by Buyer by operation of law or otherwise without the express written consent of Seller, which consent may only be withheld if assignee is determined by Seller to be a competitor of Seller or any of Seller Affiliates’ businesses that are located at the sites subject to this Contract or if Seller deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller. Any attempted assignment without such consent from Seller shall be null and void; provided, however, that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect delivery of the Product and invoice Buyer directly). “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be otherwise assigned by Seller to any third party without the consent of Buyer, except any assignment or partial assignment of this Contract does not require consent of Buyer when such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture by Seller of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Seller and relating to, all or substantially all of the assets or properties of Seller to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Seller under this Contract through the execution of an assignment and assumption agreement, Seller shall be released from all obligations and liabilities under this Contract. In addition, both Buyer and Seller may assign their respective claims under this Contract to third parties. Agreed quantities and other terms shall not be affected by an assignment.

14. Non-waiver

Failure to exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion.

15. Severability of Provisions

Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to achieve the intended economic result in a legally valid and effective manner.

16. Applicable Law

This Contract shall be governed by and construed in accordance with the laws of Switzerland.

The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract. All disputes arising under this Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich, Switzerland. The language of the arbitration shall be English.

17. Controlling Terms & Amendments

By ordering any of the Product detailed in this Contract, Buyer agrees to all the terms and conditions contained on both sides of this document which override any

Page 8 of 12

additional or different terms or conditions included in Buyer's purchase order or referred to by Buyer. Any amendments or additions to this Contract shall be valid only if in writing and signed by both Parties.

18. No Set-off

Regardless of any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such Party to the other Party, whether under this Contract or otherwise.

Page 9 of 12

Appendix: Product Specification

Author: GPDIS SYSTEM

THE DOW CHEMICAL COMPANY	Page: 1
RAW MATERIAL SPECIFICATION
SUPPLIER’S COPY

Date Printed: 15 FEB 2010
SPECIFIED MATERIAL: 00058255-R007	Effective: 16 DEC 2008
Supersedes:

NAME: PARABIS* Resin Intermediate

MATERIAL DESCRIPTION:

Color: white/light tan

Odor: mild phenolic

Appearance/Physical State: solid, flakes, powder

Description Note:

WHITE CRYSTALS WITH MILD PHENOLIC ODOR.¹

TEST REQUIREMENTS

TEST ITEM AND CONDITION	LIMIT	UNIT	METHOD	N
p,p'-Isomer Content	[*****]	%	DOWM 101430
o,p-Isomer Content	[*****]	%	DOWM 101430
Phenol	[*****]	%	DOWM 101430
Iron	[*****]	ppm	DOWM 100779
Caustic Color, Pt-Co	[*****]		DOWM 101314
Isopropenyl Phenol Components (Sum of Monomer, Dimer & Trimer)	[*****]	%	DOWM 101430

SHELF LIFE

CONTAINER	SHELF LIFE
Bag	12 month

¹  It is not molten. The PARABIS* that is mixed with the water in Stade is a crystal. When the Epoxy plant supplies BPA to the slurry from big bags produced outside, typically Hexion BPA from Pernis, that material is a prill.

Page 10 of 12

STORAGE:

Flakes/granules may fuse if under excess heat or compression Store in cool, dry place away from high temperatures

Bulk	12 month
STORAGE:
Store in a dry place

Continued on Next Page

THE DOW CHEMICAL COMPANY	Page: 2
RAW MATERIAL SPECIFICATION
SUPPLIER’S COPY

SPECIFIED MATERIAL: 00058255-R007	Effective: 16 DEC 2008
NAME: PARABIS* Resin Intermediate

NOTES

1. Packaging & Labelling:

Unless otherwise specified this product is supplied in Bulk, Bulk bags and 25 kg bags.

Minimum container markings will include:

The Dow Chemical Company

Product Name

Batch Number

Net Weight

Appropriate hazard warning information

* TRADEMARK OF THE DOW CHEMICAL COMPANY

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS SUPPLIER AND THE DOW CHEMICAL COMPANY.

Page 11 of 12

EX-10.25

Exhibit 10.25

EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED UNDER

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.

AMENDED AND RESTATED

BUTADIENE SALES CONTRACT (EUROPE)

BETWEEN

DOW EUROPE GMBH

AND

STYRON EUROPE GMBH

Amended and Restated Sales Contract (this “Contract”)

Date of Contract: June 17, 2010

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.

	Dow Europe GmbH Bachtobelstrasse 3 8810 Horgen – Switzerland (“Seller”)
	Styron Europe GmbH Bachtobelstrasse 3 8810 Horgen – Switzerland (“Buyer”, each of Buyer and Seller a “Party”, and collectively, the “Parties”)
1.        Product	Butadiene
2.        Specification	Dow standard sales specification 12852-S for all Buyer’s Product consuming plants except for Rubber. Specification attached hereto as Appendix A and made part of this Contract.
	Customer specification 12852-C101 for Buyer’s Product consuming Rubber plants ex Terneuzen. Specification attached hereto as Appendix B and made part of this Contract.
	Customer specification 12852-C100 for Buyer’s Product consuming Rubber plants ex Boehlen. Specification attached hereto as Appendix C and made part of this Contract
3.        Quantity	[*****]
4.        Price/Currency (EXCLUSIVE OF VAT)	The following price formula shall apply, invoiced in EUR/MT:
	[*****]

Page 2 of 18

	[*****]
	In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party.
	If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute to be arbitrated by a reputable industry consultant, such as CMAI, to be mutually agreed upon by Buyer and Seller; provided, however, that during periods of such arbitration the price mechanism shall continue under the then current price mechanism until the resolution of such arbitration. Fees and costs for the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues the decision and shall continue for the next thirty-six (36) month period. For the avoidance of doubt, Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS shall not apply to a pricing dispute pursuant to this Section 4.
	In the event any of the indices referenced above ceases publication, stops reporting on Butadiene, materially changes its format for price reporting, or modifies the fundamental basis for price reporting. Seller and Buyer reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute arising under this Contract and is settled pursuant to the terms of Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS.
5.        Period of Contract	This Contract is effective as of June 17, 2010 and shall continue to be in effect for ten (10) years and x months from this date (n.b. termination should be at year end), and shall continue for two(2) year periods thereafter until terminated by either Party with at least twelve (12) months prior written notice, unless previously terminated in writing in accordance with Section 18 of this Contract, without prejudice to any other right of termination a Party may have in accordance with the terms hereof.
6.        Delivery Terms (INCOTERMS 2000)	CIF Hamina CIP Rheinmuenster, CIP Livorno, CIP Norrkoeping, DDP Terneuzen, CIP Schkopau for rail car deliveries ex Terneuzen, DDP Schkopau for pipeline transfers ex Boehlen.
7.        Delivery schedule	Each calendar month, Buyer shall purchase [*****] of the Minimum Quantity of Product as set forth in Section 3 of this Contract (“Monthly Minimum”) and Seller shall sell in each month up [*****] of such Maximum Quantity (“Monthly Maximum”). Buyer agrees to buy and accept and Seller agrees to sell and deliver Product throughout each month as is commercially

Page 3 of 18

	reasonable on this ratable basis. Buyer shall provide Seller a forecast of Product demand for the next calendar year by the fourth quarter of the then-current year which will also set forth the volume split between delivery locations. Additionally, as further set out in Section 12 of this Contract, Buyer shall provide Seller a rolling three (3) month forecast provided at least five (5) business days before the end of each calendar month. Volume to be split between delivery locations according to the rolling three (3) month forecast provided by Buyer. The provisions of this Section 7 are subject to reductions in the relevant quantities (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product due to the fault of Seller, or (d) for any reasons set forth in Sections 19 or 20 of this Contract. The Seller acknowledges that Seller’s sole and exclusive remedy for breach by Buyer of this Section 7 is as set forth in Sections 11 and 12 of this Contract
8.        Shipment Method	Seagoing Vessel to Hamina, Rail to Schkopau, Rheinmuenster, Livorno, Norrkoeping, with Railcar deliveries in Seller’s or third party rail tank cars. Pipeline transfer to Terneuzen and Schkopau
9.        Other conditions	The quantity is determined on basis VAC with reference to Section 3 of Dow H&E GENERAL TERMS AND CONDITIONS
10.      Terms of payment	[*****]

11. Re-Marketing Fee

[*****]

The Re-Marketing Fee under this Section 11 is intended to permit Buyer to optimize manufacturing operations in its consuming facilities, but is not intended to permit Buyer to replace the minimum quantities of Product required to be purchased from Seller under this Contract with other purchases of butadiene obtained from third parties.

12. Binding Forecast

Buyer shall provide Seller a [*****] (“Binding Forecast”). If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 18, 19, or 20 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast and the quantity of Product actually purchased by Buyer in the applicable calendar month.

13. Railcar Rental Fees

Page 4 of 18

For deliveries by rail in Seller’s railcars, in case the rail tank cars are not returned within the roundtrip time according to the Railway calculated from date of departure from the load point, Seller reserves the right to charge a rental fee per railcar and per day, without prejudice to any other right Seller may have. Any delays not caused directly by Buyer or the company receiving the Product, are not subject to any rental fee charge. Railcar Rental Fees are payable thirty (30) days after date of invoice.

14. Product Analysis

Seller, for any volumes of Product delivered by seagoing vessel and rail, will provide Buyer with a certificate of analysis representative of the Product supplied to the custody of the carrier. For this purpose Buyer will ensure, at any time during the period of this Contract, that Seller (Commercial/Logistic Department) is aware of, at the time of delivery of the Product, the valid contact information to receive such certificate of analysis. This provision is made with reference to Section 6 of Dow H&E GENERAL TERMS AND CONDITIONS attached hereto.

15. Inspection for Deliveries by Sea

15.1. Quantity Inspection at Load Port

An independent surveyor reasonably acceptable to both Parties shall be appointed by Seller at load port. The independent surveyor shall be instructed to make the full quantity inspection report including load readiness and sampling available to both Seller and Buyer regardless of the Party paying the inspection cost. The cost shall be for the account of Seller.

15.2. Quality Inspection at Load Port

Buyer reserves the right, regardless of the Party paying the inspection cost, to request and receive a quality inspection report on composite of ship’s tanks after load or shore tanks as performed by an independent surveyor at load port acceptable to both Parties. The independent surveyor shall be appointed by Seller. The cost shall be for the account of Buyer.

15.2.3. Quantity Inspection at Discharge Port

Seller reserves the right to request and receive from Buyer a full quantity inspection report as performed by an independent surveyor at discharge port. The independent surveyor shall be appointed by Buyer.

The cost shall be for the account of Buyer.

16. Ship Requirements

The ship shall meet all relevant legislation and all load and discharge port regulations and safety standards, and shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities (ISPS Code). If the ship does not meet all such requirements, or is deemed unsafe, then the ship may be refused. The Party nominating the ship shall be liable for all damages (consequential damage is excluded) and costs resulting from the non-compliance with this article. A ship may not be substituted without written consent of the other Party.

17. Demurrage

Demurrage is calculated at the rate confirmed in the accepted nomination. All Parties will be released from any and all demurrage liability under this Contract unless claim with supporting documentation is received in writing within ninety (90) days of the date of completion of discharge of the cargo from the ship or barge. If the receiving Party (Logistic Department) of the claim under this Contract is of the opinion that the claim is incorrect, it may object to it by written notice given within forty-five (45) days of the date of issuance of the claim. Lack of objection of the receiving Party shall constitute acceptance of the claim. An invoice for the claim can be issued upon acceptance of the receiving Party or lapse of the forty-five (45) days period without objection. Demurrage is payable thirty (30) days after date of invoice.

18. Planned Maintenance Turnarounds and Permanent Shutdown

Page 5 of 18

18.1. Planned Maintenance Turnarounds

18.1.1. Seller Planned Maintenance Turnarounds

In the event of a planned Ethylene Cracker or Butadiene extraction unit turnaround, Seller reserves the option to cancel supply under this Contract at the affected site or sites in association with the shutdown period; provided, that Seller gives Buyer at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this Section by Seller is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Seller if it gives sixty (60) days notice prior to the planned shutdown date. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

18.1.1. Buyer Planned Maintenance Turnarounds

In the event of a planned shutdown at Buyer’s butadiene consuming facilities at the delivery locations listed in Section 6 of this Contract, Buyer reserves the option to cancel supply under this Contract at the affected site or sites in association with the shutdown period provided Buyer gives Seller at least twelve (12) months advance notification in writing of the planned shutdown period. The parties agree that any twelve (12) month notice provided under this section by Buyer is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Buyer if it gives sixty (60) days notice prior to the planned shutdown date. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule.

18.2. Permanent Shutdown

18.2.1. Seller Permanent Shutdown

In the event that Seller decides to permanently shutdown, close, sell, or liquidate Seller’s Ethylene Cracker or Butadiene extraction unit located at either Terneuzen or Boehlen, Seller reserves the option to unilaterally and permanently cancel supply under this Contract at the affected site or sites or terminate this Contract with no penalty upon three (3) months advance written notice. In the even that Seller is no longer manufacturing or supplying, or selling Butadiene on a global basis due to the sale of the related business, cessation of operations or shutdown or sale of various assets, Seller may terminate this Contract with no penalty upon three (3) months written notice. If Seller gives three (3) months notice to terminate this Contract, as provided for under this paragraph, Seller agrees to provide twelve (12) months supply support post shutdown by finding supply of Product for the affected site or sites in the market for Buyer to be purchased and supplied by Seller at market terms, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and acceptance constituting the agreement between Buyer and Seller. In such a case that Seller permanently cancels supply at Terneuzen, as provided under this paragraph, Seller will provide Buyer access to Seller’s Terneuzen infrastructure for a fee to be equal to the economic costs to be determined at the time of shutdown.

18.2.2. Buyer Permanent Shutdown

In the event that Buyer decides to permanently shutdown or close Buyer’s butadiene consuming facilities located at the delivery locations listed in Section 6 of this Contract, Buyer reserves the option to unilaterally and permanently cancel supply under this Contract at the affected site or sites or terminate this Contract with no penalty upon three (3) months written notice. If Buyer gives three (3) months notice to terminate this Contract, as provided for under this paragraph, Buyer agrees to provide twelve (12) months Buyer support post shutdown to either consume or pay the Re-Marketing Fee as described in Section 11 of this Contract for any volumes not purchased during this twelve (12) month period.

Page 6 of 18

18.3 Seller and Buyer Cooperation

Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Ethylene Cracker or Butadiene extraction unit and Buyer’s Product consuming facilities to optimize downtime and minimize the impact of shutdowns on the operations of Seller and Buyer.

19. Product Availability

Buyer acknowledges that the Product supplied under this Contract is a co-product of Seller’s cracking operation for the production of Ethylene and Propylene. In the event that Seller decides at any time to reduce its cracking operation for any reason, the quantity specified in this Contract may be reduced at Seller’s option without any liability to Seller. In the event that Seller elects at any time to change the feedstock for cracker operation which reduces the co-product production, the quantity specified in this Contract may be reduced at Seller’s option proportionally to the reduction of the co-product production without any liability to Seller.

20. Excused Performance

The Parties agree that Seller’s inability to obtain raw materials or energy at a cost consistent with the terms agreed hereunder shall reduce the quantities of Products to be delivered without liability, and shall be treated like a Force Majeure event. In the event of Force Majeure declared by Seller pursuant to this Section 20, the reduced quantity of Product shall be apportioned at Seller’s reasonable discretion among Seller’s customers other than Seller’s Affiliates.

21. Assignment of Contract and/or claims

This Contract may not be assigned by Buyer by operation of law or otherwise without the express written consent of Seller, which consent may only be withheld if assignee is determined by Seller to be a competitor of Seller or any of Seller Affiliates’ businesses that are located at the sites subject to this Contract or if Seller deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller. Any attempted assignment without such consent from Seller shall be null and void; provided, however, that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly-owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect delivery of the Product and invoice Buyer directly.) “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be otherwise assigned by Seller to any third party without the consent of Buyer, except any assignment or partial assignment of this Contract does not require consent of Buyer when such assignment is in connection with a sale, conveyance, disposition, divestiture, contribution to a joint venture by Seller of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Seller and relating to, all or substantially all of the assets or properties of Seller to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Seller under this Contract through the execution of an assignment and assumption agreement, Seller shall be released from all obligations and liabilities under this Contract. In addition, both Seller and Buyer may assign their respective claims under this Contract to third parties. Agreed quantities and other terms shall not be affected by an assignment.

In the event Dow Europe GmbH or its Affiliates sell, convey, divest, or contribute to a joint venture the Ethylene Crackers located at both Terneuzen and Boehlen, then Dow Europe GmbH is obligated to assign this Contract to the third party purchaser or the joint venture for which the assets were contributed, except that only Dow Europe GmbH is subject to this assignment obligation and such obligation does not transfer to any subsequent assignee who were the third party purchaser or the joint venture for which the assets were contributed.

22. Controlling Terms & Amendments

By ordering any of the Products detailed in this Contract, Buyer agrees to all the terms and conditions contained in this document and in the Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto, which override any additional or different terms or conditions included in Buyer’s purchase order or other

Page 7 of 18

documents or referred to by Buyer. Any amendments or additions to this Sales Contract shall be valid only if agreed in writing by both Parties.

23. Contact Persons

Seller:

Planning/Logistic Coordinator	Commercial Coordinator	Commercial Manager
G. VAN DIJK / K. SIERENS	P. WEILBAECHER	V. JACOBSON
TERNEUZEN	HORGEN	HORGEN
TEL 0031-115673077 / 2689	TEL 0041-44 728 2973	TEL 0041-44 728 2765
FAX 0031-11567 3782	FAX 0041-44 728 3343	FAX 0041-44 728 3343
EMAIL gvdijk@dow.com	EMAIL pwweilbaecher@dow.com	EMAIL vjacobson@dow.com
ksierens@dow.com
Credit Manager	Accounts Receivable	Demurrage Coordinator Ship/Barge
S. LAMAS, HORGEN	A. KRAMER-CAPPILLI, HORGEN	ASHISH RATNAPARKHI
TEL 0041-44 728 2833	TEL 0041-44 728 2651	TEL 0091 2267784848
EMAIL slamas@dow.com	EMAIL acappilli@dow.com	EMAIL aratnaparkhi@dow.com
FAX 041-44 728 2308	S. WOODS
	TEL 0041 44 728 2552
	EMAIL swoods2@dow.com
Buyer:
Planning/Logistic Coordinator	Commercial Coordinator	Commercial Manager
Terneuzen
C. ANTHEUNISSE	P. CALLER	A. CIOANCA
TEL 0031-115672896	HORGEN	HORGEN
EMAIL	TEL 0041-44 728 3663	TEL 0041-44 728 2688
cantheunisse@dow.com	EMAIL pcaller@dow.com	EMAIL acioanca@dow.com

24. Amendment and General Release

The Butadiene Sales Contract (Europe), dated as of April 1, 2010, between Dow Europe GmbH and Styron Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be effective as of 11:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 11:59p.m. Eastern Daylight Time on June 16, 2010 pursuant to the Initial Contract.

[SIGNATURE PAGE FOLLOWS]

Page 8 of 18

DOW EUROPE GMBH		STYRON EUROPE GMBH
BY:	Stephen Doktycz	BY:	Stephen Doktycz
NAME:	Stephen Doktycz	NAME:	Stephen Doktycz
TITLE:	Authorized Representative	TITLE:	Authorized Representative
Date Executed: June 17, 2010		Date Executed: June 17, 2010
		STYRON EUROPE GMBH
		BY:	/s/ Timothy King
		NAME:	Timothy King
		TITLE:	Authorized Representative
		Date Executed: June 17, 2010

[Signature Page to Amended and Restated Butadiene Sales Contract (Europe)]

DOW H&E GENERAL TERMS AND CONDITIONS

1. Interpretation of Trade Terms

Trade terms shall be interpreted in accordance with INCOTERMS 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under INCOTERMS 2000. If this Contract does not specify trade terms as defined in INCOTERMS 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier. For pipeline deliveries, title to and risk of loss of Product will transfer from Seller to Buyer when Product passes the connecting flange of Seller’s pipeline to the inlet flange of Buyer’s receiving pipeline at delivery point, notwithstanding the foregoing, Seller is not liable for Product that fails to meet Specification due to Buyer’s failure to timely pull Product from pipeline, further, Buyer must accept all such off-spec. Product.

2. Payment and Payment Value Date

(I) Payment shall be made in such a way that Seller’s designated bank account will be credited for good value in accordance with the Payment terms specified in this Contract. Payment of the full amount invoiced does not constitute a waiver with respect to any claims Buyer may have against Seller. (II) If payment due date falls on a Saturday or on a holiday other than a Monday, payment shall be made on the last preceding banking day. If payment due date falls on a Sunday or a holiday on a Monday, payment shall be made on the next banking day.

3. Determination of Invoice Quantity of Product

The quantity of the Product to be invoiced shall be determined at load point in accordance with the methods and procedures applicable to deliveries of the Product and the Shipment Method defined in this Contract or in accordance to the results of an independent surveyor acceptable to both Parties. An independent surveyor acting on behalf of Buyer, at Buyer’s expense, shall have the right to verify, under an appropriate secrecy agreement. Seller’s calibration procedures and measurement records of Seller’s meters. In case of dispute, the results of an independent surveyor shall be final and binding to both Parties.

4. Seller’s Commitments

4.1 Seller undertakes that the Product at the time of delivery meet the agreed Specifications.

4.2 Seller will supply Buyer with the current Material Safety Data Sheets (MSDS).

4.3 Seller will convey the Product with good title, free from any lawful lien or encumbrance.

5. Responsible Practices

Buyer will (I) familiarize itself with any product literature or information Seller provides under Seller’s product stewardship program, including MSDS, (II) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors, agents and customers in these practices and (III) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer has failed to comply with any of its commitments under this Section 5, Seller will provide Buyer with thirty (30) days to cure such failure to comply. If Buyer does not cure such failure to comply within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days (“Suspension Period”). Upon the end of the Suspension Period, if Buyer has not cured such failure to comply. Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by such failure to comply.

6. Documentary Instructions

Buyer shall inform Seller about any documentary and invoicing instructions at least two working days prior to loading date.

7. Liability

In the event of any liability by either Party whether arising from breach of Contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the Contract price for the Product with respect to which damages are claimed. In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract.

8. Force Majeure

In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, all interfering with the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged. The affected Party shall decide at its reasonable discretion on the quantities of Product affected and the allocation of the reduced quantities to be sold or purchased. The Parties agree to retain absolute discretion on relation to allocation with their respective affiliates, provided, however, that during an event subject to this Section 8, Seller shall treat Buyer in the same manner as all other contract customers for Product.

9. Default

9.1 If Buyer fails to make a payment under this Contract within three (3) days following notice by Seller that payment is due, Buyer shall be in default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or decline to make further deliveries against this Contract, except for cash. If Buyer fails to make payment under this Contract following a thirty (30) day notice by Seller, then Seller

Page 10 of 18

may treat such failure to cure by Buyer as final refusal to accept further shipments and may cancel this Contract.

9.2 Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date and to any other rights Seller may have under this Contract, to charge as from the due date without further notice, interest on any overdue balance of a rate equal to the one month LIBOR interest for the currency invoiced, as fixed by the British Bankers Association on the last business day of the month preceding the date of payment, plus five percent (5%) points.

9.3 If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then Seller may, after three (3) day’s prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other security.

10. Performance by Affiliates

At Seller’s option, any Contract obligation may be performed by Seller or any of its affiliates. Any deliveries made under this condition may be invoiced by such affiliate and shall constitute performance of this Contract by Seller.

11. Severability of Provisions

Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to preserve the initial intent and purpose of this Contract.

12. Non-Waiver

Failure to exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion.

13. Applicable Law

This Contract shall be governed and construed in accordance with the internal laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Contract. All disputes arising under this Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich, Switzerland. The language of the arbitration shall be English.

14. No Set-off

Regardless of any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such party to the other party, whether under this Contract or otherwise.

15. Counterparts

This Contract may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Page 11 of 18

APPENDIX A

TO

BUTADIENE SUPPLY AGREEMENT (EUROPE)

THE DOW CHEMICAL COMPANY Page: 1

SALES SPECIFICATION

Date Printed: 11 JAN 2010

SPECIFIED MATERIAL: 00012852-S	Effective: 10 JAN 2006
	Supersedes: 10 APR 2003

NAME: Butadiene - E

MATERIAL DESCRIPTION:

Color: clear, colorless

Odor: olefinic

Appearance/Physical State: liquified gas under pressure

Description Note:

A CLEAR AND WATER WHITE LIQUID BELOW ITS BOILING POINT. SHIPPED AS A FLAMMABLE COMPRESSED GAS.

TEST REQUIREMENTS

TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
1, 3-Butadiene	[*****]	% wt	ASTM D2593
1, 2-Butadiene	[*****]	ppm wt	ASTM D2593
Methyl Acetylene	[*****]	ppm wt	ASTM D2593
Butene-1	[*****]	% wt	ASTM D2593
Isobutylene	[*****]	% wt	ASTM D2593
Propadiene	[*****]	ppm wt	ASTM D2593
Vinyl Acetylene	[*****]	ppm wt	ASTM D2593
Water	[*****]	ppm wt	ASTM D1744
Inhibitor (4-TBC)	[*****]	ppm wt	ISO 8176
cis-Butene-2	[*****]	% wt	ASTM D2593
Methanol	[*****]	ppm wt	ASTM D4864
Ethanol	[*****]	ppm wt	ASTM D4864
trans-Butene-2	[*****]	% wt	ASTM D2593
Sulfur, Total, as S	[*****]	ppm wt	ASTM D3246
Chlorides (as Cl)	[*****]	ppm wt	UOP 779
Butadiene Dimer, at departure	[*****]	ppm wt	ASTM D2426

Continued on Next Page

Page 12 of 18

THE DOW CHEMICAL COMPANY

Page: 2

SALES SPECIFICATION

SPECIFIED MATERIAL: 00012852-S	Effective: 10 JAN 2006
NAME: Butadiene - E

TEST REQUIREMENTS (CONTINUED)

TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
Peroxides, (as H202)	[*****]	ppm wt	ASTM D5799
alpha-Acetylenes, Total	[*****]	ppm wt	ASTM D2593
Extraction Solvent 1	[*****]	ppm wt	ASTM E1140
Cyclopentadiene	[*****]	ppm wt	ASTM D2593
Carbonyls, (as Acetaldehyde)	[*****]	ppm wt	ASTM D4423
Ammonia + Amines	[*****]	ppm wt	ASTM D4629
C5 and Heavier	[*****]	ppm wt	ASTM D2593
Nonvolatile Residue	[*****]	ppm wt	ASTM D1025
Oxygen, in vapor phase 2	[*****]	% vol	ASTM D2504
Contamination, clear & free	[*****]		Visual

TEST REQUIREMENTS NOTES:

1. Terneuzen product: Acetinitril

Boehlen product: n-methyl Pyrollydon

2. Not applicable for BSL supplies.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

uthor: GPDIS SYSTEM

APPENDIX B

TO

BUTADIENE SUPPLY AGREEMENT (EUROPE)

                THE DOW CHEMICAL COMPANY Page: 1

CUSTOMER SPECIFICATION

Date Printed: 5 MAY 2010

SPECIFIED MATERIAL: 00012852-C101 QAC: 440	Effective: 05 MAY 2010
	Supersedes: 28 APR 2010

NAME: Butadiene - E

CUSTOMER NAME/ADDRESS:
STYRON DEUTSCHLAND GMBH
WERK SCHKOPAU	SCHKOPAU
SACHSEN-ANHALT	GERMANY	06258

MATERIAL DESCRIPTION:

Color: clear, colorless

Odor: olefinic

Appearance/Physical State: liquefied gas under pressure

Description Note:

A CLEAR AND WATER WHITE LIQUID BELOW ITS BOILING POINT. SHIPPED AS A FLAMMABLE COMPRESSED GAS.

QUALIFIED LOCATIONS:

EUROPE/MIDDLE EAST/AFRICA: TERNEUZEN, NETHERLANDS

TEST REQUIREMENTS

TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
1, 3-Butadiene	[*****]	% wt	ASTM D2593
Methyl Acetylene	[*****]	ppm wt	ASTM D2593
Butene-1	[*****]	% wt	ASTM D2593
Isobutylene	[*****]	% wt	ASTM D2593
Propadiene	[*****]	ppm wt	ASTM D2593
Vinyl Acetylene	[*****]	ppm wt	ASTM D2593
Inhibitor (4-TBC)	[*****]	ppm wt	ISO 8176
Methanol	[*****]	ppm wt	ASTM D4864
Ethanol	[*****]	ppm wt	ASTM D4864
cis- & trans-2-Butene	[*****]	% wt	ASTM D2593
Sulfur, Total, as S	[*****]	ppm wt	ASTM D3246

Continued on Next Page

Page 14 of 18

THE DOW CHEMICAL COMPANY

Page: 2

CUSTOMER SPECIFICATION

SPECIFIED MATERIAL: 00012852-C101	Effective: 05 MAY 2010
NAME: Butadiene - E

TEST REQUIREMENTS (CONTINUED)

TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
Chlorides (as Cl)	[*****]	ppm wt	UOP 779
Butadiene Dimer, at departure	[*****]	ppm wt	ASTM D2426
Peroxides, (as H202)	[*****]	ppm wt	ASTM D5799
alpha-Acetylenes, Total	[*****]	ppm wt	ASTM D2593
Extraction Solvent 1	[*****]	ppm wt	ASTM E1140
Cyclopentadiene	[*****]	ppm wt	ASTM D2593
Nonvolatile Residue 2	[*****]	ppm wt	ASTM D1025
Ammonia + Amines 3	[*****]	ppm wt	UOP 430
1, 2-Butadiene	[*****]	ppm wt	ASTM D2593
Carbonyls, (as Acetaldehyde)	[*****]	ppm wt	ASTM D4423
C5 and Heavier	[*****]	ppm wt	ASTM D2593
Oxygen, in vapor phase 4	[*****]	% vol	ASTM D2504
Water	[*****]	ppm wt	ASTM D1744
Contamination, clear & free	[*****]		Visual

TEST REQUIREMENTS NOTES:

1. Terneuzen - extraction solvent is acetonitrile

2. Including TBC

Continued on Next Page

3. When using ASTM D4629 result must be corrected by extracting concentration of N from extraction solvent.

[*****]

4. Requirement for barge/ship/rail transfers only. Not applicable to pipeline transfers. This parameter will not be routinely analyzed by Terneuzen based on operating discipline which minimizes oxygen level in railcars.

NOTES

1. This spec is for product transactions between producer Terneuzen and customer Schkopau (Styron).

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

APPENDIX C

TO

BUTADIENE SUPPLY AGREEMENT (EUROPE)

THE DOW CHEMICAL COMPANY

Page: 1

CUSTOMER SPECIFICATION

Date Printed: 5 MAY 2010

SPECIFIED MATERIAL: 00012852-C100 Effective: 09 MAR 2010

NAME: BUTADIENE-E

CUSTOMER NAME/ADDRESS:
STYRON DEUTSCHLAND GMBH
WERK SCHKOPAU	SCHKOPAU
SACHSEN-ANHALT	GERMANY	06258

MATERIAL DESCRIPTION:

Color: clear, colorless

Odor: olefinic

Appearance/Physical State: liquefied gas under pressure

Description Note:

A CLEAR AND WATER WHITE LIQUID BELOW ITS BOILING POINT. SHIPPED AS A FLAMMABLE COMPRESSED GAS.

TEST REQUIREMENTS

TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
1, 3-Butadiene	[*****]	% wt	ASTM D2593
Methyl Acetylene	[*****]	ppm wt	ASTM D2593
Butene-1	[*****]	% wt	ASTM D2593
Isobutylene	[*****]	% wt	ASTM D2593
Propadiene	[*****]	ppm wt	ASTM D2593
Vinyl Acetylene	[*****]	ppm wt	ASTM D2593
Inhibitor (4-TBC)	[*****]	ppm wt	ISO 8176
Methanol	[*****]	ppm wt	ASTM D4864
Ethanol	[*****]	ppm wt	ASTM D4864
cis- & trans-2-Butene	[*****]	% wt	ASTM D2593
Sulfur, Total, as S	[*****]	ppm wt	ASTM D3246
Chlorides (as Cl)	[*****]	ppm wt	UOP 779
Butadiene Dimer, at departure	[*****]	ppm wt	ASTM D2426

Continued on Next Page

Page 17 of 18

THE DOW CHEMICAL COMPANY

Page: 2

CUSTOMER SPECIFICATION

SPECIFIED MATERIAL: 00012852-C100	Effective: 09 MAR 2010
NAME: BUTADIENE-E

TEST REQUIREMENTS (CONTINUED)

TEST ITEM AND CONDITION N	LIMIT	UNIT	METHOD
Peroxides, (as H202)	[*****]	ppm wt	ASTM D5799
alpha-Acetylenes, Total	[*****]	ppm wt	ASTM D2593
Extraction Solvent 1	[*****]	ppm wt	ASTM E1140
Cyclopentadiene	[*****]	ppm wt	ASTM D2593
Nonvolatile Residue 2	[*****]	ppm wt	ASTM D1025
1, 2-Butadiene	[*****]	ppm wt	ASTM D2593
Carbonyls, (as Acetaldehyde)	[*****]	ppm wt	ASTM D4423
Ammonia + Amines	[*****]	ppm wt	UOP 430
C5 and Heavier	[*****]	ppm wt	ASTM D2593
Water	[*****]	ppm wt	ASTM D1744
Contamination, clear & free	[*****]		Visual
C3-Hydrocarbons	[*****]	% wt	ASTM D2593

TEST REQUIREMENTS NOTES:

1. Extraction solvent in N-methylpyrrolidone (NMP).

2. Including TBC.

INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY.

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING CLASSIFICATION, PACKAGING, SHIPPING AND LABELING.

EX-10.31

Exhibit 10.31

EXECUTION VERSION

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT, dated January 25, 2011 (this “Agreement”), is entered into by and among (i) SUMITOMO CHEMICAL COMPANY, LIMITED, a Japanese corporation (kabushiki kaisha) (“Sumitomo”); (ii) THE DOW CHEMICAL COMPANY, a Delaware corporation (“Dow”); (iii) DOW CHEMICAL JAPAN LIMITED, a Japanese corporation (kabushiki kaisha) (“Dow Japan”); (iv) STYRON S.À R.L., a limited liability company formed under the laws of Luxembourg (“Styron Parent”); (v) STYRON HOLDING B.V., a limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands (“Styron BV”); (vi) STYRON LLC, a Delaware limited liability company (“Styron LLC”, and together with Styron Parent and Styron BV, the “Styron Parties”); (vii) STYRON JAPAN Y.K., a Japanese limited stock corporation (yugen kaisha) (“Styron Japan”); (viii) STYRON EUROPE GMBH, a limited liability company formed under the laws of Switzerland (“Styron Europe”); and (ix) SUMITOMO DOW LIMITED, a Japanese corporation (kabushiki kaisha) (“SDL”). Each of the foregoing parties is sometimes referred to as a “Party”, and collectively, as the “Parties”.

WHEREAS, Sumitomo and Dow entered into that certain Joint Venture Agreement, dated December 27, 1995 (the “JV Agreement”), for the joint formation and operation of SDL and Dow Kakoh Kabushiki Kaisha, a Japanese corporation (kabushiki kaisha) (“DKK”);

WHEREAS, on March 2, 2010, Dow, Styron LLC, Styron BV and STY Acquisition Corp., a Delaware corporation, which subsequently assigned its rights thereto to Styron Parent, entered into that certain Sale and Purchase Agreement pursuant to which Dow sold all of its interests in Styron LLC and Styron BV to Styron Parent (the “Styron Equity Transfer”);

WHEREAS, in connection with the Styron Equity Transfer, Dow transferred and sold to Styron BV, and Styron BV acquired from Dow, all of the issued and outstanding common stock of SDL held by Dow (the “Shares”) in accordance with the JV Agreement;

WHEREAS, in connection with the Styron Equity Transfer, Dow transferred, and will transfer hereunder, the contracts set forth on Exhibit A hereto (the “Transferred Agreements”, and, together with the Styron Equity Transfer, the “Styron Transaction”) to Styron LLC, Styron BV or their respective Affiliates, as the case may be;

WHEREAS, in light of the Styron Transaction, SDL, Sumitomo, Styron LLC, Styron Japan, Dow and/or Dow Japan, as applicable, desire to terminate the agreements set forth on Exhibit B hereto (the “Terminated Agreements”); and

WHEREAS, in light of the Styron Transaction, Sumitomo and Dow desire to, among other things, (i) make certain amendments to the JV Agreement, including, but not limited to, the deletion of Article III and all other provisions relating to DKK therein, (ii) enter into a separate agreement, concurrently with the execution of this Agreement, that contains certain provisions relating to DKK that were part of the JV Agreement prior to such amendment (the “DKK Agreement”), and (iii) make certain amendments to the Transferred Agreements.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Parties agree as follows:

1. Amendments.

(a) Sumitomo and Dow hereby amend the JV Agreement, as more particularly set forth on Schedule 1(a) attached hereto.

(b) Styron Europe and SDL hereby amend certain surviving provisions of that certain Technology Agreement, dated June 1, 2005, by and between Styron Europe and SDL (the “Technology Agreement”), as more particularly set forth on Schedule 1(b) attached hereto.

(c) Styron Europe and SDL hereby amend that certain Trademark Agreement, dated March 5, 1996, by and between Styron Europe and SDL (the “Trademark Agreement”), as more particularly set forth on Schedule 1(c) attached hereto.

Except as each of the above agreements is amended as set forth in the attached schedules, all of the terms and conditions of the above agreements continue unmodified and remain in full force and effect.

2. DKK Agreement. Concurrently with the execution and delivery of this Agreement, Sumitomo and Dow shall enter into the DKK Agreement, setting forth therein, among other things, certain provisions relating to DKK that were part of the JV Agreement prior to the amendments set forth in Schedule 1(a).

3. Assignment of JV Agreement.

(a) Dow hereby assigns to Styron BV, and Styron BV hereby accepts and assumes from Dow, the JV Agreement, as amended pursuant to Section 1(a) above, and all of Dow’s rights, interests and obligations thereunder. Styron BV hereby agrees to be bound by the terms and conditions of the JV Agreement, as amended pursuant to Section 1(a) above, and hereby assumes each of the obligations of Dow thereunder as if Styron BV had been a signatory to the JV Agreement and had been named therein as a party thereto, in each case, as of the date hereof.

(b) Sumitomo hereby consents to the assignment of the JV Agreement, as amended pursuant to Section 1(a) above, from Dow to Styron BV, provided that, except as expressly provided herein, nothing herein shall modify in any way the rights of Sumitomo under the JV Agreement, as amended, or subject Sumitomo to any obligations, costs, expenses or liabilities to which it would not otherwise be subject.

4. Assignment of Transferred Agreements.

(a) Dow hereby assigns to Styron Europe, and Styron Europe hereby accepts and assumes from Dow that certain Sublicense Agreement and Acceptance, dated April 1, 2000, between Dow and SDL, and all of Dow’s rights, interests and obligations thereunder. Styron Europe hereby agrees to be bound by the terms and conditions of the foregoing Transferred Agreement and hereby assumes each of the obligations of Dow thereunder as if Styron Europe had been a signatory to such Transferred Agreement and had been named therein as a party thereto, in each case, as of the date hereof.

2

(b) Dow and the Styron Parties represent that, in connection with the Styron Transaction, Dow or its Affiliates, as applicable, assigned, subject to the consent provided for in Section 4(e) below, Dow’s, or Dow’s Affiliate’s, rights, interests and obligations under the (i) Export Sales Agreement, (ii) Secondment Agreement, (iii) Technology Agreement, (iv) Sublicense and Payment Agreement and (v) Trademark Agreement, each described on Exhibit A hereto, to Styron LLC or its Affiliates, as applicable, and Styron LLC, or its Affiliates, as applicable, assumed each of Dow’s, or Dow’s Affiliate’s, obligations thereunder.

(c) Styron LLC and Styron Europe represent that, immediately following the Styron Transaction, Styron LLC assigned Styron LLC’s rights, interests and obligations under the (i) Technology Agreement, (ii) Sublicense and Payment Agreement and (iii) Trademark Agreement, each described on Exhibit A hereto, to Styron Europe, and Styron Europe assumed each of the obligations thereunder.

(d) Each of the parties to the applicable Transferred Agreement hereby agrees that in each of the Transferred Agreements all references to Dow, Dow’s Affiliates, “DOW”, “DCPL” or “TDCC” shall be replaced with references to the applicable Affiliate of the Styron Parties and “STYRON”.

(e) Sumitomo and SDL hereby consent, where applicable, to the assignment of each Transferred Agreement from Dow or its Affiliates, on the one hand, to a Styron Party or its Affiliates, on the other hand, and from Styron LLC to Styron Europe as set forth in Section 4(c) above, and each of the Parties acknowledges and agrees that, except as expressly provided herein, the agreements have not been modified in any way.

5. Termination of Certain Agreements.

(a) Dow and SDL hereby terminate, effective as of the date hereof, each of the following agreements:

(i) that certain Company Name Agreement, dated January 1, 1996, between Dow and SDL; and

(ii) that certain Dow Diamond Trademark Agreement, dated January 1, 1996, between Dow and SDL.

(b) Dow and Sumitomo hereby terminate, effective as of the date hereof, that certain Shareholders Company Name Agreement, dated January 1, 1996, between Dow and Sumitomo.

(c) Styron LLC and SDL hereby agree to terminate, upon the agreement of LG Dow Polycarbonate Limited (“LGDP”) to such termination, effective as of the date of LGDP’s consent, that certain Confidentiality Agreement, dated June 28, 2006, among Styron LLC, SDL and LGDP. Styron LLC and SDL shall use reasonable efforts to secure LGDP’s agreement to such termination.

(d) Dow Japan and SDL hereby terminate, effective as of the date hereof, the following agreements:

3

(i) that certain Service Agreement, dated January 1, 2006, between Dow Japan and SDL, as amended; and

(ii) that certain Supply Agreement – Bisphenol A, dated April 1, 1997, between SDL and Dow Japan; provided, that Dow Japan agrees to procure Bisphenol-A for SDL on terms consistent with past practice in all material respects until December 31, 2010, or an earlier date mutually agreed by SDL and Dow Japan.

(e) Dow and SDL hereby terminate, effective as of the date hereof, that certain Letter Agreement, dated December 16, 2002, between Dow and SDL regarding “Joint Venture Agreement and Agreement on Tentative Arrangement under the Export Sales Agreement.”

(f) Styron Japan and SDL hereby terminate, effective as of the date hereof, that certain Confidentiality Agreement, dated March 7, 2007, between Dow Japan and SDL.

(g) SDL hereby acknowledges that upon the termination of the Terminated Agreements pursuant to this Section 5, any and all right of SDL to use the name “DOW” and the Dow Diamond design (i.e., ) (together, the “Name and Design”) shall terminate and, inter alia, SDL shall no longer have the right to use the Name and Design as part of its company name “SUMITOMO DOW LIMITED.” SDL shall, as soon as reasonably practicable after the date hereof, file amended articles of incorporation with the appropriate governmental authorities in accordance with applicable Law changing its company name and any other similar company identifier to a company name or any other similar company identifier that does not contain the Name and Design and to supply promptly any additional information, documents and materials that may be reasonably requested by Dow with respect to such filings. Notwithstanding the foregoing, SDL shall have the right to continue using the Name and Design in the conduct of SDL’s business, as operated immediately prior to the Styron Transaction, for a transitional period of 190 days following September 24, 2010. SDL shall ensure that all uses of the Name and Design as provided in this Section 5(h) shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Name and Design were used in SDL’s business prior to the Styron Transaction. Any and all goodwill generated by the use of the Name and Design under this Section 5(h) shall inure solely to the benefit of Dow. In no event shall SDL use the Name and Design in any manner that may reasonably be expected to damage or tarnish the reputation of Dow or the goodwill associated with the Name and Design.

6. Release.

(a) Effective as of the date hereof, Dow and Dow Japan, on behalf of themselves and their Affiliates (as defined below), directors, officers, employees, agents, successors and assigns (collectively, the “Dow Releasors”), hereby generally, irrevocably, unconditionally and completely release and forever discharge Sumitomo, SDL and their respective past, present and future Affiliates, directors, officers, employees, agents, successors and assigns from, and hereby irrevocably, unconditionally and completely waive and relinquish, (i) any and all obligations and liabilities of Sumitomo or SDL and their respective Affiliates arising under or relating to the JV Agreement, as amended, any Terminated Agreement or any

4

Transferred Agreement and (ii) any and all Claims (as defined below) that any of the Dow Releasors may have had in the past, may now have or may have in the future against Sumitomo or SDL or their respective Affiliates arising under or relating to the JV Agreement, as amended, any Terminated Agreement, any Transferred Agreement or the Styron Transaction. Notwithstanding the immediately foregoing sentence, Sumitomo and SDL are not released from (A) any Claims relating to DKK or (B) any of their obligations and liabilities under, or Claims arising from, this Agreement or the DKK Agreement. Dow shall cause its Affiliates to (x) comply with the terms of this Section 6(a); (y) refrain from bringing any Claims that are the subject of the release set forth in this Section 6(a) against Sumitomo, SDL or any of their respective Affiliates, directors, officers, employees, agents, successors and assigns; and (z) take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law (as defined below), and to execute and deliver such documents and other instruments, as may be required to carry out the provisions of this Section 6(a) and to consummate and make effective the transactions contemplated by this Section 6(a).

(b) Effective as of the date hereof, Sumitomo and SDL, on behalf of themselves and their respective Affiliates, directors, officers, employees, agents, successors and assigns (collectively, the “Sumitomo Releasors”), hereby generally, irrevocably, unconditionally and completely release and forever discharge Dow and its past, present and future Affiliates, directors, officers, employees, agents, successors and assigns (but not including the Styron Parties) from, and hereby irrevocably, unconditionally and completely waive and relinquish, (i) any and all obligations and liabilities of Dow and its Affiliates arising under or relating to the JV Agreement, as amended, any Terminated Agreement or any Transferred Agreement; and (ii) any and all Claims that any of the Sumitomo Releasors may have had in the past, may now have or may have in the future against Dow or its Affiliates arising under or relating to the JV Agreement, as amended, any Terminated Agreement, any Transferred Agreement or the Styron Transaction. Notwithstanding the immediately foregoing sentence, Dow is not released from (A) any Claims relating to DKK or (B) any of its obligations and liabilities under or Claims arising from this Agreement or the DKK Agreement. Sumitomo and SDL shall cause each of their respective Affiliates to (x) comply with the terms of this Section 6(b); (y) refrain from bringing any Claims that are the subject of the release set forth in this Section 6(b) against Dow or any of its Affiliates, directors, officers, employees, agents, successors and assigns (but not including the Styron Parties); and (z) take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other instruments, as may be required to carry out the provisions of this Section 6(b) and to consummate and make effective the transactions contemplated by this Section 6(b).

7. Cooperation. In the event SDL undertakes or decides upon any matter in connection with the JV Agreement or the PC Business (as such term is defined in the JV Agreement) that requires reasonable action or cooperation on the part of any Styron Party or Sumitomo Party (as defined below) or any of their respective, direct or indirect, subsidiaries, each such party shall, and Styron Parent and Sumitomo shall cause their respective, direct or indirect, subsidiaries to, take such reasonable action or cooperate in good faith with SDL in connection with such matter, to the extent any such action or cooperation is necessary, during the term of the JV Agreement.

5

8. Change of Control.

The Styron Parties, Sumitomo and SDL hereby agree that:

(a) In the event of a Change of Control (as defined below) in any Styron Party or Sumitomo Party (each such Styron Party or Sumitomo Party undergoing a Change of Control, an “Affected Party”), the other party to SDL (the holder of Sumitomo’s common stock of SDL in the event that a Styron Party is the Affected Party and the holder of Styron BV’s common stock of SDL in the event that a Sumitomo Party is the Affected party, the “Option Party”) has the right (“Option”) (i), in the event that the Option Party is a Sumitomo Party, to purchase all, but not less than all, of the common stock of SDL held by the Affected Holder (as defined below), or (ii), in the event that the Option Party is a Styron Party, to purchase all, but not less than all, of the common stock of SDL held by the Affected Holder, in each case on the terms set out in this Section 8. For the purposes of this Section 8 and the definition of “Change of Control”, the term “Styron Party” includes (A) any direct or indirect parent of Styron Parent and (B) any Affiliate of a Styron Party to which Styron BV, or a Styron Party, transfers the common stock of SDL and any direct or indirect parent of such Affiliate.

(b) As soon as practicable, but in no event later than sixty (60) days, following the execution of an agreement that constitutes a Change of Control in the Affected Party, the Affected Party, or, if applicable, its Affiliate, that holds such common stock of SDL (the “Affected Holder”) shall deliver notice to SDL and the Option Party stating (i) that a Change of Control has occurred or may occur, (ii) the Option Price (as defined below), and (iii) that the Option Party may exercise its Option (the “Change of Control Notice”).

(c) If the Option Party desires to exercise its Option, the Option Party shall, within ninety (90) days following its receipt of the Change of Control Notice, notify the Affected Holder of its election to exercise the Option (“Option Notice”) with respect to the Option Shares (as defined below). If the Option Party does not provide notice within such ninety (90)-day period, the Option Party shall be deemed to have waived its Option.

(d) If the Option Party delivers an Option Notice to the Affected Holder pursuant to Section 8(c), the Affected Holder shall sell the Option Shares to the Option Party, and the Option Party shall purchase the Option Shares for the Option Price, free from all liens, charges and encumbrances and third party rights, but together with all rights of any nature attaching to them, including, but not limited to, all rights to any dividends or other distributions declared, paid or made after the date of giving the Option Notice.

(e) The closing of the sale and purchase of the Option Shares pursuant to this Section 8 is to take place at the office of SDL, or at such other place agreed to by the Option Party and the Affected Holder, within sixty (60) days after the date of the Option Notice; provided that such Option Party’s requirement to close such sale and purchase shall be conditioned on the prior occurrence of the Change of Control.

9. Representation of Styron Parties. Each Styron Party and Styron Japan hereby represent and warrant to Sumitomo that the post-closing structure of the Styron Transaction is as set forth on Exhibit C attached hereto.

6

10. Certain Definitions. For purposes of this Agreement, the following terms have the following definitions.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with, such Person, and (ii) any Person who is a shareholder, director or officer of such Person or of any Person described in clause (i) above. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Option Price” means either (i) the price per Option Share agreed between the selling parent of the Affected Party (the “Affected Parent”) and an independent third party pursuant to a binding bona fide offer from such third party in connection with a Change of Control, (ii), if no such price per Option Share is agreed between the Affected Parent and such independent third party, that portion of the purchase price reasonably allocable to the Option Shares as determined by the Option Party and the Affected Holder through good-faith negotiations or (iii), if the Option Party and the Affected Holder are unable to determine a price within thirty (30) days, the price as determined by an investment banking firm mutually agreed upon by the Option Party and the Affected Holder. Such investment banking firm shall be engaged within sixty (60) days of delivery of the Option Notice.

“Change of Control” means, with respect to any Styron Party or Sumitomo Party, (i) prior to an initial public offering of the ownership interests of such Styron Party or Sumitomo Party, the occurrence of any sale, transfer (whether by operation of law or otherwise) or assignment of any ownership interests in such Styron Party or Sumitomo Party, whether in a single transaction or a series of related transactions, to any third party, in which the holder(s) of such Styron Party’s or Sumitomo Party’s outstanding ownership interests immediately before such sale, transfer or assignment does not, immediately after such sale, transfer or assignment, retain possession, directly or indirectly, of the aggregate ownership interests of such Styron Party or Sumitomo Party representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding ownership interests of such party or (ii), at any time after the initial public offering of the ownership interests of such Styron Party or Sumitomo Party, the occurrence of any third party, whether alone or as part of a “group,” acquiring beneficial ownership of 50% or more on a fully diluted basis of the voting interest of such Styron Party’s or Sumitomo Party’s capital stock; provided, in each case, that neither (a) an internal reorganization in which Styron Parent or Sumitomo, as applicable, retains the power, directly or indirectly, to direct or cause the direction of the management and policies of such Styron Party or Sumitomo Party nor (b) an initial public offering of capital stock on an internationally recognized exchange shall be deemed a Change of Control.

“Claim” means any claim, cause of action, charge, complaint, action, demand, loss, cost, obligation, liability, damage, award, judgment, interest and expense (including, without limitation, any reasonable attorneys’ fees), whether actual or potential, known or unknown, asserted or unasserted, contingent or non-contingent, upon any theory of Law or equity now existing or coming into existence in the future.

7

“Law” means any federal, national, supranational, state, provincial, local or administrative statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“Option Shares” means, with respect to the exercise of an Option pursuant to Section 8(a)(i) or Section 8(a)(ii), all of the common stock of SDL held by the Affected Holder.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, organization, individual, trustee, receiver or liquidator.

“Sumitomo Party” means Sumitomo and any Affiliate of Sumitomo to which Sumitomo, or a Sumitomo Party, transfers the common stock of SDL.

11. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses.

12. Notices. Each Party giving or making any notice, request, claim, demand or other communication hereunder (each, a “Notice”) shall do so in writing. Each Notice shall be given or made (and is deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service or by facsimile (with a copy simultaneously sent by overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as such Party specifies in a notice given in accordance with this Section 12):

(i) if to Sumitomo:

Sumitomo Chemical Company, Limited

Tokyo Sumitomo Twin Bldg.

27-1, Shinkawa 2-chome

Chuo-ku, Tokyo 104, Japan

Attention: General Manager, Planning and

Coordination Office, Petrochemicals and Plastics

Sector

Facsimile: +81-3-5543-5911

(ii) if to Dow or Dow Japan:

The Dow Chemical Company

2030 Dow Center

Midland, Michigan 48674

Facsimile: (989) 638-9397

Attention: Executive Vice President and General Counsel

8

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

Facsimile: (212) 848-7179

Attention: George A. Casey, Esq.

(iii) if to Styron Parent, Styron BV, Styron LLC or Styron Japan:

Styron Holding B.V.

Herbert H. Dowweg 5

4542 NM HOEK

Terneuzen, The Netherlands

Facsimile: +31 115-671234

Attention: Curtis Shaw, General Counsel

with a copy to:

Styron LLC

590 Madison Avenue, 18th Floor

New York, NY 10022

Facsimile: +1 (212) 521-4419

Attention: Curtis Shaw, General Counsel

and:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Facsimile: +1 (212) 446-6460

Attention: Eunu Chun, Esq.

(iv) if to SDL:

Sumitomo Dow Limited

8-8, Nihonbashi-Kabutocho, Chuo-ku

Tokyo, Japan 103-0026

Attention: President

Facsimile: +81-3-5644-4821

13. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a

9

mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

14. Assignment. No Party may assign this Agreement or any of its rights hereunder, whether by operation of Law or otherwise, or delegate any performance under this Agreement, in each case without the express written consent of each other Party (which consent may be granted or withheld in the sole discretion of such Parties). Any attempted assignment or delegation without such consent is void.

15. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, each of the Parties that expressly references the Section of this Agreement to be amended; or (b) by a waiver in accordance with Section 16.

16. Waiver. Any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties; (b) waive any inaccuracies in any representation or warranty of any other Party contained herein or in any document delivered by any other Party pursuant hereto; or (c) waive compliance with any of the agreements of the other Parties or conditions to such Parties’ obligations contained herein. Any such extension or waiver is valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition is not to be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder does not constitute a waiver of any of such rights.

17. Specific Performance. The Parties acknowledge and agree that the Parties would be irreparably damaged if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any non-performance or breach of this Agreement by any Party could not be adequately compensated by monetary damages alone and that the Parties would not have any adequate remedy at Law. Accordingly, in addition to any other right or remedy to which any Party may be entitled, at Law or in equity (including monetary damages), such Party is entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking. The Parties agree that they will not contest the appropriateness of specific performance as a remedy.

18. No Third Party Beneficiaries. This Agreement is binding upon and inures solely to the benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, confers upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

19. Governing Law; Arbitration. This Agreement and any agreement entered into pursuant to this Agreement (except to the extent provided specifically otherwise in such agreement) is governed by, and interpreted as to all matters, including validity, construction and performance, by and under the laws of Japan. All disputes concerning the construction and performance of this Agreement or agreements entered into pursuant hereto are to be exclusively

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and finally settled by arbitration in any location in New York, New York, U.S.A. or Tokyo, Japan, as elected by the responding party, under the then current Rules of Conciliation and Arbitration of the International Chamber of Commerce, Paris, France, by three arbitrators appointed in accordance with such rules.

20. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or transmission of a Portable Document Format (.pdf) file) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed is deemed to be an original, but all of which taken together constitute one and the same agreement.

21. Schedules and Exhibits. Unless otherwise expressly stated herein, any reference to a Schedule refers to the applicable Schedule attached hereto, and any reference to an Exhibit refers to the applicable Exhibit attached hereto, with all the Schedules and Exhibits being incorporated herein and made a part of this Agreement by this reference.

[Signature Page Follows]

11

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

SUMITOMO CHEMICAL COMPANY, LIMITED
By:
	Name: Osamu Ishitobi
	Title: Executive Vice President

[Signature Page to Omnibus Agreement (SDL)]

	THE DOW CHEMICAL COMPANY
	By:
		Name:	Stephen Doktycz
		Title:	Authorized Representative

[Signature Page to Omnibus Agreement (SDL)]

DOW CHEMICAL JAPAN LIMITED
By:
	Name:	Diego Donoso
	Title:	President & Representative Director

[Signature Page to Omnibus Agreement (SDL)]

STYRON S.À R.L.
By:
	Name:	Christopher Pappas
	Title:	Manager
By:
	Name:	Richard Diemer
	Title:	Manager

[Signature Page to Omnibus Agreement (SDL)]

STYRON S.À R.L.
By:
	Name:	Christopher Pappas
	Title:	Manager
By:
	Name:	Richard Diemer
	Title:	Manager

[Signature Page to Omnibus Agreement (SDL)]

STYRON HOLDING B.V.
By:
	Name:	F.J.C.M. KEMPENAARS
	Title:	DIRECTOR

[Signature Page to Omnibus Agreement (SDL)]

STYRON JAPAN Y.K.
By:
	Name:	Shinzo Kishida
	Title:	Director

[Signature Page to Omnibus Agreement (SDL)]

STYRON LLC
By:
	Name:	Christopher Pappas
	Title:	Chief Executive Officer

[Signature Page to Omnibus Agreement (SDL)]

STYRON EUROPE GMBH
By:
	Name:	Marco Levi
	Title:	Manager

[Signature Page to Omnibus Agreement (SDL)]

SUMITOMO DOW LIMITED
By:
	Name:	Hiroaki Sugimoto
	Title:	President

[Signature Page to Omnibus Agreement (SDL)]

Schedule 1(a)

Amendments to JV Agreement

1. Article III and all other references to “DKK” in the JV Agreement are hereby deleted in their entirety.

2. All references in the JV Agreement to “THE DOW CHEMICAL COMPANY” and “DOW” are hereby replaced with “STYRON HOLDING B.V.” and “STYRON”, respectively.

3. Section 1.01(7) of the JV Agreement is hereby deleted in its entirety.

4. The definition of “Subsidiary” in Section 1.01(8) of the JV Agreement is hereby deleted in its entirety and replaced by:

“Subsidiary” shall mean Styron LLC (a Delaware corporation), in the case of STYRON, and any corporation, partnership, joint venture or other legal entity of which a Party hereto or Styron LLC, in the case of STYRON (in each case, either alone or through or together with any other subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

5. Section 1.01(9) of the JV Agreement is hereby deleted in its entirety.

6. In clause (c) of the second sentence of Section 4.05(1) of the JV Agreement the following language is hereby deleted in its entirety:

“(i) to agree that DOW shall have the same rights and obligations under Section 14 of this Agreement, and (ii)”

7. The third sentence of Section 4.05(1) of the JV Agreement is hereby deleted in its entirety.

8. Section 4.06 of the JV Agreement is hereby deleted in its entirety.

9. Section 4.07 of the JV Agreement is hereby deleted in its entirety and replaced by:

Notwithstanding anything in this Section 4 to the contrary, either Party hereto may transfer all, but not less than all, of its shares in NEWCO to (a) its wholly-owned Subsidiary, provided that such transferring Party shall continue to retain full ownership in such Subsidiary after such transfer of shares or (b) a parent company which wholly-owns (either alone or through or together with any other subsidiary) such transferring Party.

10. The second sentence of Section 13.01 of the JV Agreement is hereby deleted in its entirety and replaced by:

NEWCO’s territory shall be Japan and the countries in East Asia and Southeast Asia located East of Mainland China and Thailand, including Mainland China, Taiwan, South Korea, Hong Kong, Macau, Thailand, Cambodia, Laos, Papua New Guinea, Vietnam, Malaysia, Singapore, Indonesia, Brunei, Philippines, Australia and New Zealand, and any other countries separately agreed upon between the Parties excluding any countries or customers that may be barred or prohibited from obtaining the Goods involved by applicable U.S. or Japanese laws or regulations, and also subject to compliance with any applicable U.S. or Japanese laws or regulations such exports then in effect. NEWCO shall not engage in any business or the sale of any product outside such territory.

11. Section 13.03 of the JV Agreement is hereby deleted in its entirety.

12. Section 14 of the JV Agreement is hereby deleted in its entirety.

13. Section 26.03 of the JV Agreement is hereby deleted in its entirety.

14. Section 26.04 of the JV Agreement is hereby deleted in its entirety.

15. The fourth sentence of Section 27.01 of the JV Agreement is hereby deleted in its entirety.

16. The third sentence of Section 27.02 of the JV Agreement is hereby deleted in its entirety.

17. In all cases where a section of the JV Agreement has been deleted in its entirety and not replaced with amended language, the text “[Deleted]” is hereby inserted in place of such deleted section so as to preserve the numbering of all sections in the JV Agreement.

JOINT VENTURE AGREEMENT

December 27, 1995

SUMITOMO CHEMICAL COMPANY, LIMITED

THE DOW CHEMICAL COMPANY

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TABLE OF CONTENTS

		Page
INTRODUCTION			1
ARTICLE I	DEFINITIONS		2
Section 1	Definitions		2
ARTICLE II	SHAREHOLDERS AGREEMENT FOR NEWCO		5
Section 2	Mutual Cooperation and Good Standing		5
Section 3	Business Scope of NEWCO		5
Section 4	Shares of NEWCO		5
Section 5	Offices of NEWCO		8
Section 6	Directors and Statutory Auditors (Kansayaku) of NEWCO		9
Section 7	Resolutions of Board of Directors of NEWCO		10
Section 8	Resolutions of Shareholders Meeting of NEWCO		11
Section 9	Steering Committee		12
Section 10	Information and Accounting		13
Section 11	Dividend Policy		13
Section 12	Employees of NEWCO		14
Section 13	PC Business		15
Section 14	Major Raw Materials for PC Resin (Bisphenol-A and Methylene Chloride)		18
Section 15	Service Agreements		20
Section 16	Plant Premises and Operations		21
Section 17	Support by SUMITOMO and DOW for Future NEWCO Fund Raising		22
ARTICLE III	SHAREHOLDERS AGREEMENT FOR DKK		23
Section 18	Business Scope of DKK		23
Section 19	Shares of DKK		23
Section 20	Directors of DKK		26
Section 21	Dividend Policy		27
Section 22			27
Section 23			28

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ARTICLE IV	DISCONTINUATION OF JOINT UNDERTAKING	29
Section 24	Termination of This Agreement	29
Section 25	Fundamental Change	30
Section 26	Option Mechanism	30
Section 27	Material Breach / Bankruptcy	33
Section 28	Effect of Termination	35
ARTICLE V	GENERAL PROVISIONS	38
Section 29	Interpretation	38
29.01	Governing Law, Arbitration	38
29.02	Entire Agreement	38
29.03	Headings	39
29.04	No Agency	39
29.05	Non-waiver	39
Section 30	Term	40
Section 31	Miscellaneous	40
31.01	Assignability	40
31.02	Force Majeure	41
31.03	Notices and Other Communications	41
31.04	Additional Instruments	42
31.05	Expenses and Taxes	43
31.06	Attorneys’ Fees	43

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JOINT VENTURE AGREEMENT

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”):

WITNESSETH:

WHEREAS, SUMITOMO and DOW have been jointly managing and operating the joint venture, Sumitomo Dow Limited, under the Master Agreement For Dow-Sumitomo Collaboration dated April 22, 1988 between the Parties hereto, as amended by the Supplementary Agreement and Amendment Agreement both dated February 12, 1992 (collectively, the “Master Agreement As Amended”);

WHEREAS, SUMITOMO and DOW have reached a mutual agreement to reorganize the joint venture and have executed the “Memorandum of Understanding” dated June 21, 1995 to describe the Parties’ basic understandings on how to implement the reorganization;

WHEREAS, pursuant to such basic understandings, as of the Effective Date hereof; SUMITOMO and DOW will have reorganized the joint venture under the “Sumitomo Dow Limited Restructuring Agreement” dated December 1, 1995 between the Parties hereto (the “Restructuring Agreement”), and as a

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result of the reorganization, DOW will have divested from the A/L Company, as hereinafter defined, through the sale and transfer of fifty percent (50%) of issued and outstanding shares of common stock of A/L Company to SUMITOMO, and SUMITOMO and DOW will have formed NEWCO, as hereinafter defined, as the new joint venture of the Parties which will have acquired the PC Business, as hereinafter defined, from A/L Company;

WHEREAS, SUMITOMO and DOW desire to establish a set of the principles of jointly managing and operating NEWCO formed through the reorganization hereinabove described; and,

WHEREAS, SUMITOMO and DOW agree to maintain SUMITOMO’S equity participation in DKK, as hereinafter defined, basically in the same manner as stipulated in the Master Agreement As Amended,

NOW THEREFORE, the Parties hereto agree as follows:

ARTICLE I. DEFINITIONS

Section 1 Definitions

1.01 In addition to the words, terms and phrases elsewhere defined in this Agreement, the following words, terms and phrases shall have the following meanings unless the context or use clearly indicates another or different meaning or intent:

(1) “Parties” or “Parties hereto” shall mean DOW and SUMITOMO.

(2) “PC Business” shall mean the business related to the research, manufacture, distribution, sales and uses of PC Resin and PC Products, as hereinafter respectively defined, which business shall

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have been transferred from A/L Company to NEWCO pursuant to the PC Business Transfer Agreement between them dated December 1, 1995.

(3) “PC Resin” shall have the same definition set forth in the Technology Agreement to be executed between DOW and NEWCO (“Technology Agreement”).

(4) “PC Products” shall have the same definition set forth in the Technology Agreement.

(5) “NEWCO” shall mean a Japanese legal entity to be renamed to “Sumitomo Dow Limited” as of the Effective Date, which is a joint venture of DOW and SUMITOMO formed pursuant to the Restructuring Agreement.

(6) “A/L Company” shall mean a Japanese legal entity called “Sumitomo Dow Limited” before the Effective Date and renamed as of the same date as provided for in the Restructuring Agreement.

(7) “DKK” shall mean Dow Kakoh Kabushiki Kaisha, a Japanese corporation having its principal office at 2-24, Higashi-Shinagawa 2-chome, Shinagawa-ku, Tokyo, Japan.

(8) “Subsidiary” shall mean any corporation, partnership, joint venture or other legal entity of which a Party hereto (either alone or through or together with any other subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

(9) “Foamed Polystyrene Business” shall mean

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(10) “Effective Date” of this Agreement shall be January 1, 1996 (unless otherwise postponed by reason of legal restriction or other uncontrollable event as provided for in the Restructuring Agreement).

1.02 In this Agreement, unless the context or use clearly indicates another or different meaning or intent, words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender, words importing a person shall include a company or corporation or any applicable corporate body or government and words importing a natural person shall include his legal personal representative.

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ARTICLE II. SHAREHOLDERS AGREEMENT FOR NEWCO

Section 2 Mutual Cooperation and Good Standing

2.01 NEWCO shall be managed and operated as a 50:50 joint venture of DOW and SUMITOMO based on the principles of cooperation and equal partnership. Meanwhile, the Parties hereto agree that NEWCO shall maintain its own identity while preserving close and cooperative relations with both shareholders. Both Parties hereto shall cooperate fully with each other on a fair and equal basis to further the interests of NEWCO for the long term future, and agree as shareholders to ensure that NEWCO takes any and all action required to remain a company duly organized, existing and in good standing under the laws of Japan. NEWCO shall promptly inform each Party hereto of all important events or conditions which have had or might have a material effect on NEWCO’s operations, business and financial condition.

Section 3 Business Scope of NEWCO

3.01 NEWCO shall be engaged in the PC Business. Additions and changes to the business scope of NEWCO may be made from time to time by amendments to its Articles of Incorporation subject to shareholders resolutions.

Section 4 Shares of NEWCO

4.01 As of the Effective Date, the only capital stock of NEWCO shall be as follows:

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Total shares outstanding:            480,000 shares

  240,000 shares issued to SUMITOMO

  240,000 shares issued to DOW

Type of shares: Common Stock

DOW and SUMITOMO shall use their best endeavors to amend, if not so amended by the Effective Date, the Articles of Incorporation of NEWCO so that the authorized number of shares of NEWCO shall be increased in anticipation of future, additional capital injections which, once duly resolved upon mutual agreement of the Parties, shall be made simultaneously and in equal amount by the shareholders.

4.02 DOW and SUMITOMO shall each continue to own fifty percent (50%) of all the issued and outstanding shares of stock of NEWCO, unless otherwise provided for in this Agreement.

4.03 A shareholder of NEWCO shall have the pre-emptive right to subscribe to any new shares of NEWCO proposed to be issued in proportion to its then shareholding ratio and maintain such shareholding ratio at all times.

4.04 Neither shareholder of NEWCO may sell, assign, transfer, mortgage, pledge or encumber its shares or its pre-emptive right to subscribe for new shares in NEWCO to any third party without the prior written consent of the other shareholder. It is the intention of DOW and SUMITOMO that both Parties will continue the joint participation in NEWCO for the development of its business and neither Party will, until March 31, 2002, accept any offer from a third party for purchase of shares in NEWCO.

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4.05 If, after March 31, 2002 , either Party hereto receives a good faith offer from a third party, the other Party hereto shall have the right of first refusal to purchase the shares of that Party who received such an offer. The following terms shall apply thereto:

(1) If either Party hereto receives a good faith offer, in writing, to purchase all of its shares in NEWCO from a third party, and desires to sell the same, said Party shall notify, the other in writing of the identity of such third party and all of the terms and conditions of said offer and give notice that it intends to accept the offer within ninety (90) days thereafter. Such an offer must include an offer by the buyer (a) to assume all of the proposed selling Party’s rights and obligations under Sections 6, 7 and 17 of this Agreement, (b) to enter into an agreement restricting the transfer of shares of NEWCO on terms substantially the same as in this Section 4, and (c) if the remaining shareholder is DOW, (i) to agree that DOW shall have the same rights and obligations under Section 14 of this Agreement, and (ii) to respect NEWCO’s rights under Section 28.07 of this Agreement In addition, before SUMITOMO notifies DOW of a third party offer under this paragraph, it shall advise the third party of DOW’s rights under Section 13.03 of this Agreement.

(2) To constitute a good faith offer, such third party shall be an entity which has a good reputation, credibility, experience and financial strength and is engaged in the chemical industry; neither such third party nor proposed selling Party shall have any direct or indirect equity interest in the other, such offer shall not be connected with payment of any consideration to the third party from the proposed selling Party, and such offer shall not otherwise be the subject of any collusion that results in the offer not being an armslength offer.

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(3) During the ninety (90) day notice period, the notified Party shall have the right to purchase the shares at a price which will give the selling Party the same or an equivalent price for its stock. If the notified Party does not respond within the notice period or notify the proposed seller that it does not intend to purchase, the proposed seller shall thereafter have ninety (90) days to close the sale to the said third party, or otherwise the above procedure must again be followed.

(4) If the notified Party elects to purchase the shares, said transaction shall be closed as soon as possible after notice of such election is given to the proposed seller.

4.06 If the seller of shares pursuant to this Section 4 is DOW, DOW shall be free to transfer to the buyer all of its rights and obligations under Section 14 of this Agreement, and DOW shall first consult with SUMITOMO as to whether DOW may transfer its rights and obligations under Section 13 .03 of this Agreement

4.07 Notwithstanding anything in this Section 4 to the contrary, either Party hereto may transfer its shares in NEWCO to its wholly-owned Subsidiary provided that such transferring Party shall continue to retain full ownership in such Subsidiary after such transfer of shares.

Section 5 Offices of NEWCO

5.01 The head office of NEWCO shall initially be located at the current office of A/L Company at Higashi-Shimbashi, Minato-ku, Tokyo, and may later be moved upon resolution of the Board of Directors of NEWCO (and shareholders resolution, as legally required), for which

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the President and Executive Vice President of NEWCO shall prepare proposal with supporting reasons with due consideration to cost and operational efficiency.

Section 6 Directors and Statutory Auditors (Kansayaku) of NEWCO

6.01 Directors of NEWCO shall be nominated by DOW and SUMITOMO respectively and the numbers shall be equal DOW and SUMITOMO shall vote at the shareholders meeting for the election of Directors nominated by the other Party.

6.02 Tie number of total Directors of NEWCO shall be eight (8), unless otherwise agreed upon by the Parties hereto.

6.03 SUMITOMO may nominate the President of NEWCO who shall be a Representative Director, and DOW shall cause Directors nominated by it to respect such nomination of SUMITOMO. DOW may nominate the Executive Vice President of NEWCO who shall be a Representative Director, and SUMITOMO shall cause Directors nominated by it to respect such nomination of DOW. Both Parties hereto shall have the right to nominate full-time Directors.

6.04 The President and Executive Vice President shall have equal authority and shall jointly make all major business decisions with respect to NEWCO. The President and Executive Vice President will be equally involved in and responsible for day-to-day management of NEWCO working together in close cooperation with each other. The individual authority of the President and Executive Vice President to act on day-to- day matters shall be as described in the authorization policy to be

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adopted by NEWCO pursuant to Section 7.02 below. The primary areas of responsibilities of the President and Executive Vice President will be confirmed in writing by the Parties and reviewed from time to time.

6.05 In order to protect the confidentiality of the technology and business of NEWCO, all Directors of NEWCO shall conclude appropriate secrecy agreements with NEWCO.

6.06 NEWCO shall have three (3) Statutory Auditors. DOW and SUMITOMO shall each be entitled to nominate one (1) Statutory Auditor and each Party hereto shall vote at the shareholders meeting for the election of Statutory Auditor so nominated by the other Party. The third Statutory Auditor shall be nominated by either SUMITOMO or DOW on an alternate basis by one full term of office, unless waived by either Party, and the non-nominating Party shall vote for the election of such Statutory Auditor so nominated by the other Party.

Section 7 Resolutions of Board of Directors of NEWCO

7.01 Except as otherwise required by mandatory provisions of Japanese laws or as herein otherwise explicitly stated, or as hereafter otherwise specifically agreed to between DOW and SUMITOMO, resolutions of the Board of Directors of NEWCO shall be adopted by the affirmative vote of more than fifty percent (50%) of all the Directors in office, which also shall be the quorum for each meeting of the Board of Directors of NEWCO (if the total number of the Directors in office is eight (8), the presence in person of at least five (5) Directors is required in order to constitute a Board of Directors meeting, and the affirmative votings by at least five (5) Directors present in person at the meeting are

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necessary in order to adopt any resolution at the meeting). If the Board of Directors is unable to resolve any deadlocked issue, the issue shall be submitted to the shareholders for resolution.

7.02 An authorization policy for NEWCO shall be adopted upon mutual agreement of the Parties in writing, and be made effective as of the Effective Date hereof by means of a resolution of NEWCO’s Board of Directors. The authorization policy shall provide for the authority of the Board, Directors and managers of NEWCO as well as delegation of such authorities, and shall cover such matters as capital transactions, operational expenditures, purchase, sales and distribution contracts, technology transactions, financial transactions and organization and people affairs. Any amendment to the authorization policy shall be mutually agreed upon by the Parties and adopted by NEWCO’s Board only after endorsement by the Parties in writing.

Section 8 Resolutions of Shareholders Meeting of NEWCO

8.01 Shareholders of NEWCO may only exercise such powers as are expressly required under, the law to be exercised at the shareholders meeting, except as otherwise provided for in this Agreement which, as necessary, shall be reflected in the Articles of Incorporation of NEWCO.

8.02 Anything to be decided at a shareholders meeting of NEWCO shall be adopted by the majority vote of all the outstanding stock entitled to vote at any such meeting, unless the law provides for more stringent requirements or as is herein otherwise explicitly stated

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Section 9 Steering Committee

9.01 Upon mutual agreement of the Parties, a Steering Committee shall be formed to ensure effective communication and decision making among SUMITOMO, DOW and NEWCO on important business matters of NEWCO. The Steering Committee shall consist of President and Executive Vice President from NEWCO, plus a limited number of individuals appointed by and representing SUMITOMO and DOW, respectively. The Committee shall meet from time to time as the need arises, shall operate under rules established by the members and shall have the following roles (which may be modified from time to time upon mutual agreement of the Parties hereto):

(a) Communicate the parents’ relevant business strategy and their expectations of NEWCO to NEWCO management;

(b) Discuss and agree upon the material aspects of the proposed business strategy, capital and resource plans, annual budget and major policies of NEWCO before such proposals are submitted to NEWCO’s Board;

(c) Review the Board meeting agenda of NEWCO; and

(d) Take appropriate actions on any ad-hoc agenda item which the Parties deem appropriate to be handled by the Steering Committee.

9.02 In addition to the foregoing, the principles and objectives of NEWCO shall be reviewed from time to time, but at least every two (2) years, by the Steering Committee. If any divergence surfaces, the Committee will discuss and propose appropriate and timely actions to be taken to cope with such divergence.

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9.03 The Steering Committee members appointed by and representing SUMITOMO and DOW, respectively, shall each act as the focal point for their respective shareholders on important matters requiring communication and/or agreement by the Parties.

Section 10 Information and Accounting

10.01 Each Party hereto shall have reasonable access to any necessary information, including but not limited to accounting data and documents, relating to the operation of NEWCO, provided that such Party shall be obligated to keep such information, including the technical information which is acquired or used by NEWCO, strictly confidential in accordance with a Confidentiality Agreement to be executed among DOW, SUMITOMO and NEWCO.

10.02 NEWCO shall adhere to all legal requirements on accounting matters and generally accepted accounting practices in Japan, and shall maintain an accounting and cost control system and books and accounts that reflect truly and fairly the financial position and the results of NEWCO’s operation. NEWCO shall furnish the Parties with monthly financial statements (which, for DOW, shall be in Japanese Yen and U.S. Dollar in English language) and, upon request of either Party, such additional information as the requesting Party needs to receive for its own accounting purposes.

Section 11 Dividend Policy

11.01 The Parties hereto agree that the dividend policy of NEWCO shall be to declare cash dividends to the maximum extent possible consistent with

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the cash flow and cash needs of NEWCO and, subject to any legal restrictions and as may be required otherwise by sound financial management in accordance with generally accepted accounting practices, and provided that the amount of all cash dividends shall be spread over the accounting periods as evenly as practicable.

Section 12 Employees of NEWCO

12.01 NEWCO shall continue to have an optimum size and configuration of organization to efficiently conduct its business, by utilizing, among other, things, services and resources provided by the Parties hereto as set forth in Sections 15 and 16 hereof.

12.02 NEWCO shall have its own separate employees for all of its business and operations, provided that, until otherwise agreed upon by the Parties hereto, employees, except those who are on loan from either DOW or SUMITOMO as set forth in Section 12.03, shall be on loan to NEWCO from A/L Company.

12.03 Each of DOW and SUMITOMO shall have the right to have certain number of staff and managers of NEWCO on loan to NEWCO from itself (or from its Subsidiaries). Such staff and managers shall be designated by the lending Party and agreed to by the other Party and NEWCO. The positions to be held by such managers shall be agreed upon between the President and the Executive Vice President of NEWCO.

12.04 The terms of employment of such managers, staff and employees on loan to NEWCO under Sections 12.02 and 12.03 above shall be in

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accordance with the internal rules and regulations of NEWCO which shall be established to be effective as of the Effective Date hereof, and all salary and expenses with regard to such employment shall be paid by NEWCO to A/L Company, Dow or SUMITOMO, as the case may be, in accordance with such rules and regulations, except that the reimbursement by NEWCO for expenses of DOW expatriates on loan to NEWCO shall be in accordance with an expatriate service agreement between DOW and NEWCO.

12.05 In order to protect the confidentiality of technology and business of NEWCO, the Parties hereto agree to cause NEWCO to conclude appropriate confidentiality agreements with each individual enjoyed (including those who are on loan to NEWCO) by NEWCO.

Section 13 PC Business

13.01 The Parties hereto agree that NEWCO shall concentrate on improving and developing to PC Business with full support of the Parties and work in a collaborative spirit with DOW’s global PC Resin and PC Products business. NEWCO’s primary focus shall be on the Japanese domestic market, and sales to the Japanese OEM customers (“J-OEM”) in Asia as mentioned in Section 13.03 below.

13.02 The Parties hereto shall execute with NEWCO certain agreements for the business of NEWCO as described in the Restructuring Agreement including the Technology Agreement and trademark agreements between either Party hereto and NEWCO.

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13.03 NEWCO shall enter into an export sales agreement with DOW, or one or more of DOW’s designated Subsidiaries, appointing DOW and/or said Subsidiaries as the major distributor with respect to export from Japan of PC Resin and PC Products, unless DOW should elect otherwise. DOW’s primary focus as the major distributor to NEWCO shall be on the handling of non-J-OEM export business. The definition of J-OEM and DOW’s role as the “major” distributor shall be clarified in the export sales agreement. The agreement shall be renewed annually, upon approval of its terms by NEWCO’s Board. DOW shall provide the distribution services to NEWCO hereunder at a competitive margin as specified in the agreement NEWCO shall elect to use DOW export channels for sales to J-OEM in Asia, where such DOW channels are capable of benefiting NEWCO through satisfactory customer services and cost efficiency.

Other export channels may be used, where the total combined sales of NEWCO through domestic, J-OEM and DOW export channels are insufficient to ensure reasonable plant capacity utilization, or where exceptionally required for NEWCO to capture an additional, specific business opportunity. Such matter will first be discussed and agreed by the Steering Committee.

13.04 Upon request of DOW, and to the extent NEWCO will not face undue hardship thereby, NEWCO will, because of NEWCO’s expertise in the area of marketing to Japanese companies, assist DOW in obtaining acceptance, qualification and/or approval for certain of DOW’s PC Resin and PC Products by the headquarters of Japanese companies designated by DOW, for the purpose of possible sales of such products by DOW to such Japanese companies’ subsidiaries who have use for the same

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outside of Japan. It is expected that, upon such a request, NEWCO shall assist DOW in obtaining such acceptance, qualification and/or approval in the manner so requested by DOW, and DOW and NEWCO shall enter into a separate commission agreement Upon DOW’s obtaining such acceptance, qualification and/or approval for DOW products as a result of said assistance rendered by NEWCO (as and to be defined in such agreement), DOW shall pay NEWCO a commission of:

(1) three percent (3%) on the sales value of DOW products that are developed and specified by NEWCO (all as determined by the criteria and definitions to be included in the agreement), or

(2) two percent (2%) on the sales value of DOW products that are developed by DOW or its Subsidiaries and specified by NEWCO (all as determined by the criteria and definitions to be included in the agreement).

13.05 Upon request of NEWCO, and to the extent DOW will not face undue hardship thereby, DOW will, because of DOW’s expertise in the area of marketing to non-Japanese companies, assist NEWCO in obtaining acceptance, qualification and/or approval for NEWCO’s PC Resin and PC Products by the headquarters of non-Japanese companies designated by NEWCO, for the purpose of possible sales of such products by NEWCO to such non-Japanese companies who have use for the same in Japan. It is expected that, upon such a request, DOW shall assist NEWCO in obtaining such acceptance, qualification and/or approval in the manner so requested by NEWCO, and NEWCO and DOW shall enter into a separate commission agreement. Upon NEWCO’s obtaining such acceptance, qualification and/or approval for NEWCO’s products

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as a result of said assistance rendered by DOW (as and to be defined in such agreement), NEWCO shall pay DOW a commission of:

(1) three percent (3%) on the sales value of NEWCO’s products that are developed and specified by DOW (all as determined by the criteria and definitions to be included in the agreement), or

(2) two percent (2%) on the sales value of NEWCO’s products that are developed by NEWCO and specified by DOW (all as determined by the criteria and definitions to be included in the agreement).

13.06 In the event that DOW intends to manufacture PC Resin and/or PC Products or sell, convey, or grant licenses or any other interest in or under any Proprietary Rights as defined in the Technology Agreement for manufacture of PC Resin and/or PC Products to a third party in the Territory as defined in the Technology Agreement, DOW shall first consult with NEWCO.

Section 14 Major Raw Materials for PC Resin (Bisphenol-A and Methylene Chloride)

14.01 DOW (directly and/or through its Subsidiaries) shall continue to have the right to supply either or both of bisphenol-A and methylene chloride to NEWCO, and the terms and conditions of each such supply shall be governed by a supply agreement (“Supply Agreement”) to be concluded between NEWCO and DOW or its Subsidiary.

14.02 DOW will supply bisphenol-A to NEWCO at a fair and competitive price which shall be determined pursuant to the Supply Agreement. If

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NEWCO presents to DOW a good faith offer received from a third party, in writing, to sell bisphenol-A to NEWCO, which offer:

(1) includes at least a two (2) year supply commitment;

(2) includes at least 20,000 metric tons per year of product supply;

(3) is from a reputable, major and established supplier of bisphenol-A who has no direct interest in NEWCO;

(4) includes a firm price commitment in advance for one (1) calendar quarter, to be followed by a second price commitment for the subsequent calendar quarter (which may be modified to reflect the amount of any recognized local market change);

(5) where both quarterly price commitments are lower than the applicable prices determined pursuant to the Supply Agreement on similar committed supply terms and conditions, in terms of quality, terms of payments and other standard contractual terms and conditions; and

(6) shall not be connected with payment of any consideration to the third party by NEWCO or vice versa, and shall not otherwise be the subject of any collusion that results in the offer not being an armslength offer,

then DOW shall notify NEWCO in writing within three (3) months after receipt of such notice of NEWCO its intention either to (i) reduce its price to the price offered by the third party for the equivalent period, assuming there is no intervening material change in circumstances which affects the validity of the third party offer, or (ii) maintain the price determination process and method under the Supply Agreement. NEWCO shall then continue purchasing from DOW, in the case of (i) above, 100% of its total requirement for bisphenol-A, or in the case of (ii) above, 50% of its total requirement. In the latter case, DOW’s right to supply 50% of NEWCO’s requirement shall continue for one (1) year

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after the commencement of the supply by the third party to NEWCO, which shall become effective three (3) months after DOW notified NEWCO of its intention as described above. Following the said one (1) year period, DOW shall have the option to continue supply either (i) 100% of NEWCO’s total requirement on an ongoing basis, or (ii) 50% or less of NEWCO’s total requirement as elected by DOW for a specified period, after which DOW may elect with three (3) month prior notice to terminate its supply commitment to NEWCO. In either case, the price shall be equivalent to the price offered by the third party for the same supply period, assuming there is no intervening material change in circumstances which affects the validity of the third party offer. The right of NEWCO to present to DOW a third party offer under this section may be exercised no more than once a year with an interval of at least eleven (11) months from the previous occasion. NEWCO shall not disclose DOW’s actual supply prices or price determination mechanism to any third party for any reason for an indefinite period.

14.03 In the event that DOW or any of its Subsidiaries is not in a position to supply, or arrange supply of, bisphenol-A and/or methylene chloride to NEWCO, NEWCO shall be free to procure either or both for itself at its sole discretion, until such time as the situation is remedied.

Section 15 Service Agreements

15.01 The Parties hereto and NEWCO will identify the services to be provided to NEWCO by SUMITOMO (or its Subsidiaries) or by DOW (or its Subsidiaries) as of and after the Effective Date hereof.

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15.02 The Parties and NEWCO will discuss and/or review current and/or additional support services for NEWCO for its headoffice and sales office activities as well as plant operations and research activities, all with a view to the progress of NEWCO in the short term as well as long term perspective.

15.03 Each service providing party and NEWCO shall execute a service agreement containing terms and conditions of provision of services, which terms and conditions shall in no event be unfavorable to NEWCO from the viewpoint of competitiveness, cost for providing such services and benefits gained by NEWCO from such services.

Section 16 Plant Premises and Operations

16.01 SUMITOMO shall continue to make available to NEWCO premises at or nearby its Niihama plant site occupied by A/L Company for the PC Business immediately preceding the Effective Date hereof so long as SUMITOMO maintains its Niihama site operations, and shall make available to NEWCO land required by NEWCO for all future business expansions.

16.02 SUMITOMO agrees to continue to supply NEWCO utilities and auxiliary raw materials required by NEWCO for its plant operations.

16.03 The supply of utilities under this Section 16 shall continue to be made to NEWCO on SUMITOMO’s cost basis. The supply of auxiliary raw materials, in addition to the utilities, shall be competitive with generally prevailing prices and terms for provision of such services and supplies

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in Japan. The land lease terms shall be consistent with the then current land lease market price situation in Niihama.

16.04 NEWCO shall operate its plant in accordance with operating procedures and environmental, health and safety procedures which exist as of the Effective Date hereof and shall be updated when necessary. The procedures shall always be equivalent to the standards of either SUMITOMO or DOW, consistently applied by that Party regardless of geography, or the laws of Japan, whichever is most stringent. If compliance with such standards requires certain changes and/or capital expenditures, the Parties shall first consult with one another and shall cause NEWCO to take appropriate actions.

Section 17 Support by SUMITOMO and DOW for Future NEWCO Fund Raising

17.01 NEWCO shall be responsible for obtaining the funds necessary for its operations and shall be free to adopt any method or scheme that it deems most beneficial to raise its funds, as approved by NEWCO’s Board of Directors.

17.02 If the Board of Directors of NEWCO determines that NEWCO is unable to obtain the required funds upon terms and conditions acceptable to the Board, SUMITOMO and DOW shall assist NEWCO in the obtaining of such funds, and such assistance shall include, but not be limited to, the infusion of additional equity capital into NEWCO on an equal basis by the Parties, a joint or several guarantee of the funding or direct funding by the Parties, either directly or through their Subsidiaries, on a loan basis. Loans shall normally be made on an equal basis by the Parties,

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however, a loan by either Party may be made depending upon the situation such as emergency, etc. In such case, the lending Party shall receive a counter guarantee from the other Party to equalize their respective commitments.

ARTICLE III. SHAREHOLDERS AGREEMENT FOR DKK

[Redacted]

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[Redacted]

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[Redacted]

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[Redacted]

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[Redacted]

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[Redacted]

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ARTICLE IV. DISCONTINUATION OF JOINT UNDERTAKING

Section 24 Termination of This Agreement

24.01 For the life of this Agreement, both Parties hereto shall make their best endeavor in good faith to resolve any disagreement or dispute in respect of management or operation of NEWCO through mutual consultation and discussion. Except as specifically provided in Section 25 or 27 hereof; neither Party hereto may terminate this Agreement for any reason whatsoever for a period until March 31, 2002.

24.02 After March 31, 2002, the term of this Agreement shall extend indefinitely unless and until either Party hereto notifies the other in writing of its desire to terminate this Agreement on at least twenty-seven (27) months advance notice, together with the reasons for the termination in reasonable detail. The notice may be served earliest at a time when the expiry of the twenty-seven (27) month notice period falls upon March 31, 2002. Upon serving such notice, the notifying Party shall promptly commence bona fide consultation and negotiation with the other Party to identify and agree on countermeasures which will remove or mitigate its reasons for termination. In case no mutual agreement is reached on a countermeasure despite mutual consultation in good faith between the Parties hereto by the expiry of twenty-four (24) months from the date of said notice, the notifying Party (Optionor) may serve the other Party (Optionee) three (3) months advance written notice to invoke its rights under Section 26 hereof.

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Section 25 Fundamental Change

25.01 If at any time during the life of this Agreement a fundamental change occurs in PC Resin/PC Products market or in PC Resin/PC Products technology, which has material adverse effect on NEWCO’s business and which significantly changes the interest of either Party hereto regarding its shareholding in NEWCO, the Party with changed interest may notify in writing the other Party of its changed interest in reasonable detail. Upon serving such notice, the notifying Party shall promptly commence bona fide consultation and negotiation with the other Party to identify and agree on an alternative including rearrangement of joint venture framework, with a view to removing or mitigating the adverse impact of said fundamental change. In case no written agreement is reached on a reasonable alternative despite the mutual consultation in good faith between the Parties hereto within one (1) year from said notice, the notifying Party (Optionor) may serve the other Party (Optionee) three (3) months advance written notice to invoke its rights under Section 26 hereof.

Section 26 Option Mechanism

26.01 Upon service of three (3) months advance written notice pursuant to Section 24 or 25 above, the Optionee shall have the option to purchase all shares in NEWCO which are then held by the Optionor and/or to cause all such shares to be retired for capital reduction at the fair market value determined pursuant to Section 28 hereof.

The option shall be exercisable within three (3) months following the final determination of the fair market value of the shares. The option, if

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exercised, must be exercised as to all shares of NEWCO in aggregate then held by the Optionor. Upon completion of such capital reduction and/or share transfer, as the case may be, this Agreement shall be terminated.

26.02 If the Optionee decides not to exercise the option to which it is entitled under this Section 26, or fails to exercise such option within the option period specified hereinabove, the Optionor shall thereafter for a period of three (3) months have the right to purchase all shares in NEWCO which are then held by the Optionee and/or to cause all such shares to be retired for capital reduction, at the same fair market value determined pursuant to Section 28 hereof.

Should the Optionor elect not to acquire such shares, both Optionor and Optionee shall jointly offer their shares for sale to a third party(ies). In the event no purchaser is found within six (6) months, assets of NEWCO shall be sold and its legal status shall be dissolved under the Japanese laws.

Upon completion of such capital reduction and/or share transfer, or dissolution of NEWCO, this Agreement shall be terminated.

26.03 In the event this Agreement is terminated pursuant to Section 24 or 25

[Redacted – relates to DKK]

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[Redacted – relates to DKK]

In the event this Agreement is terminated pursuant to Section 24 or 25 above, DOW (directly and/or through its Subsidiaries) shall maintain the

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following defined right to continue to supply bisphenol-A and/or methylene chloride to NEWCO.

DOW shall have the right to supply and NEWCO shall purchase bisphenol-A and/or methylene chloride in accordance with terms and conditions of then applicable Supply Agreements between DOW and NEWCO as of the date of termination of this Agreement, and SUMITOMO or NEWCO shall have the option to notify DOW of a phase down in supply of bisphenol-A and/or methylene chloride from the level of then effective supply share by DOW or its Subsidiaries in the total annual requirements by NEWCO at the time of such notification to a level equal to or higher than DOW’s equity interest in NEWCO at the time of completion of such phase down process. This phase down will advance over a three (3) year period from the date on which the applicable notification of phase down is given in practically equal to one third (1/3) parts in each one year period. The supply price shall be the price calculated pursuant to the applicable Supply Agreement. The supply right of DOW shall be personal to DOW or its Subsidiaries and shall not be assignable if DOW’s equity in NEWCO is transferred to a third party.

Section 27 Material Breach/Bankruptcy

27.01 If either Party hereto fails to perform or observe the basic principles, provision and conditions of this Agreement and such Party fails to remedy such failure or begin appropriate and timely steps to remedy such failure within ninety (90) days from the receipt of written notice from the non-breaching Party of such failure, the non-breaching Party may terminate this Agreement. Upon such termination, the breaching

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Party shall be responsible for all damages suffered by the non-breaching Party and/or the joint venture companies as a direct and immediate result of such non-preformance or non-observance and shall recompense the non-breaching Party and/or the joint venture companies for all direct and immediate losses suffered. Upon such termination, the nonbreaching Party shall have an option to buy all shares then held by the breaching Party in NEWCO and/or to cause all such shares to be retired for capital reduction at the fair market value determined pursuant to Section 28 hereof. In the event that this Agreement is terminated under this Section 27.01, the breaching Party shall not be entitled to a supply right of polystyrene or bisphenol-A and/or methylene chloride, as appropriate, under Section 26.04 hereof either itself or through others as mentioned there, or the right to notify a phase down of such supply right also under Section 26.04 hereof either itself or through the applicable joint venture company.

27.02 If either Party hereto makes an assignment for the benefit of creditors, or experiences insolvency or bankruptcy or any proceeding under the law relating to the relief of debtors, the other Party may terminate this Agreement. Upon such termination, terminating Party shall have an option to buy all shares then held by the Party in bankruptcy or insolvency in NEWCO and/or to cause all such shares to be retired for capital reduction at fair market value determined pursuant to Section 28 hereof. In the event that this Agreement is terminated under this Section 27.02, the bankrupt Party shall not be entitled to a supply right of polystyrene or bisphenol-A and/or methylene chloride, as appropriate, under Section 26.04 hereof, either itself or through others as mentioned there, or the right to notify a phase down of such supply right also under

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Section 26.04 hereof, either itself or through the applicable joint venture company.

Section 28 Effect of Termination

28.01 (1) All rights and licenses under “Proprietary Rights” granted by a Party to the joint venture or granted by the joint venture to a Party as have been materialized into a practiced license in the sense that they have been put into commercial practice, or for which substantial preparations for commercial practice have been made by the time of termination of this Agreement shall become nonexclusive, but there shall be no further exchange of information, inclusive of improvements between such parties. Such rights and licenses shall otherwise be governed by the terms of the relevant license agreement upon payment of royalty for any license not fully paid up and observance of applicable secrecy terms.

(2) With regard to rights and licenses under “Proprietary Rights” not qualifying for continuance as practiced licenses as described above, these rights and licenses shall continue after being negotiated on the base line terms of (i) nonexclusivity, (ii) in countries which the grantee may request including worldwide and (in) upon payment to the grantor of a reasonable royalty for a period of ten (10) years from commercialization thereof, with the overall limitation that any and all such royalty obligations shall expire fifteen (15) years from the termination of this Agreement. The term “Proprietary rights” as used in this paragraph is defined in the Technology Agreement.

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28.02 The Parties hereto shall vote for share transfer or capital reduction of the joint venture company and they shall perform any further acts, and shall execute and deliver any further documents that may be reasonably necessary to carry out the provision of this Agreement including without limitation irrevocable proxy or power of attorney, that may be required to assure the legally binding effect of the transactions contemplated hereunder and, without limiting the foregoing, the Parties hereto shall, after the termination notice is made pursuant to Sections 24, 25 or 27, cause NEWCO and/or DKK, if applicable, and its Representative Directors, Directors, Statutory Auditors and employees to take all necessary measures, including but not limited to the holding of Board of Directors’ meetings and general meetings of shareholders of the applicable joint venture company to make resolutions for such matters as may be necessary or desirable for consummation of the transactions contemplated hereunder.

28.03 Fair market value of the shares shall be determined by the Parties hereto through negotiation in good faith, but if such value cannot be agreed upon by the Parties hereto, it shall be valued and decided by a reputable independent third party to whom neither Party has a reasonable objection in accordance with the methods generally accepted for accounting and taxation in Japan. In the negotiation by the Parties, and in the valuation by an independent third party, if applicable, the appreciated value of the assets above their book values during the time of participation by the selling Party of the stock inclusive of Proprietary Rights held by the terminated joint venture, shall be fully taken into consideration in the overall context of the valuation of the terminated joint venture as an on-going concern.

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28.04 The Party withdrawing from NEWCO shall cause all the Directors and Statutory Auditors nominated by it to resign from their offices at the time of transfer of the shares pursuant to Section 26 or 27. Said Party shall also withdraw all of its staff and managers on loan to NEWCO, and all relevant agreements to which said withdrawing Party is a party, except confidentiality agreements, will be terminated at the time of transfer of shares pursuant to Section 26 or 27.

28.05 All relevant secrecy obligations between the Parties hereto and NEWCO and/or DKK, as the case may be, in effect at the time of termination of this Agreement under Sections 24, 25 or 27 hereof shall continue in effect for the full term of such secrecy obligations.

28.06 After the termination of this Agreement under Section 24, 25 or 27, all executory provisions of this Article IV at the time shall remain effective and shall be implemented accordingly. It is agreed that the provision of Section 28.01 (2) hereof shall not inure to the benefit of the breaching Party or the bankrupt Party who has triggered the termination of this Agreement under Section 27 hereof.

28.07 In any event of termination of this Agreement or otherwise which results in DOW remaining as a shareholder of NEWCO and SUMITOMO (or its wholly-owned Subsidiary) no longer remaining so, unless DOW agrees otherwise, SUMITOMO shall exercise its reasonable efforts to continue to make available to NEWCO the land, utilities, auxiliary raw materials and services necessary for the continued operation of the NEWCO’s plant in Niihama, so long as SUMITOMO maintains its Niihama site operations, for a reasonable armslength consideration.

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ARTICLE V. GENERAL PROVISIONS

Section 29 Interpretation

29.01 Governing Law, Arbitration

This Agreement and any agreement entered into pursuant to this Agreement (except to the extent provided specifically otherwise in such an agreement) shall be governed and interpreted as to all matters including validity, construction and performance, by and under the laws of Japan. All disputes concerning the construction and performance of this Agreement or agreements entered into pursuant hereto shall be exclusively and finally settled by arbitration in any location in the United States of America, or Japan, as elected by the responding Party, under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, Paris, France, by three arbitrators appointed in accordance with the Rules.

29.02 Entire Agreement

This Agreement shall constitute the entire understanding of the Parties hereto and cancels and supersedes all previous agreements, understandings and negotiations between the Parties hereto relating to the participation in and operation of DKK and NEWCO. Without limiting the generality of the foregoing, the “Master Agreement As Amended” shall be superseded by this Agreement and terminated as of the Effective Date hereof. Any modification or amendment hereof shall have no effect unless in writing and signed by the duly authorized officer or representative of the Parties hereto.

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29.03 Heading

The headnotes of articles, sections and paragraphs used in this Agreement are inserted for convenience of reference only and shall not affect the interpretation and construction of the respective articles, sections and paragraphs of this Agreement.

29.04 No Agency

Unless otherwise stated elsewhere explicitly, nothing contained in this Agreement shall be construed as creating any agency or partnership relationship between the Parties hereto. Neither Party shall have any right; power or authority to assume or to create any contractual obligation, debt or liability of any kind, express or implied, in the name of or on behalf of the other Party, or to bind the other Party in any manner whatsoever. Nothing herein shall be construed as assuming any guaranty, indemnity or any other contingent liabilities whatsoever with respect to any debt or liabilities which may be incurred by DKK or NEWCO, unless otherwise explicitly stated herein.

29.05 Non-waiver

The failure of either Party hereto to enforce at any time any of the provisions of this Agreement; or to exercise any option, election or right which is herein provided for, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party to enforce thereafter each and every such provisions and to exercise any such option, election or right. No waiver of any breach of this Agreement shall be held to be a waiver of any other breach. Nothing shall constitute, or have the effect of, a waiver, except an instrument in writing signed by a duly authorized officer or representative of the Party

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hereto against whom the waiver is sought to be enforced, which instrument expressly, and not impliedly, waives an option or options, election or elections, right or rights, under this Agreement.

Section 30 Term

30.01 Except as otherwise provided herein, this Agreement shall be and remain in full force and effect as from the Effective Date, unless the Restructuring Agreement is terminated prior to die Effective Date hereof pursuant to the provisions thereof until terminated by the mutual agreement of the Parties hereto.

Section 31 Miscellaneous

31.01 Assignability

This Agreement shall inure to the benefit of and shall be legally binding upon the Parties hereto and their respective successors and permitted assigns. Neither Party hereto shall transfer or assign its rights or obligations, in whole or in part, in or to this Agreement to any person or any other corporation, without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld if such assignment is to a wholly-owned Subsidiary and does not impact on the performance hereunder and, provided that such assignor shall continue to retain full ownership in such Subsidiary after such assignment. A transfer of shares pursuant to Sections 4.07 or 19.06 shall not be construed as an assignment of this Agreement.

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31.02 Force Majeure

Any delay or failure by either Party hereto to perform any of its obligations under this Agreement (other than to make payments of amounts due) shall not be deemed a breach of contract or default, when and to the extent that such failure is caused by force majeure or reasons beyond the reasonable control of such affected Party, including but not limited to, acts of God, fires, floods, wars, riot, sabotage, accidents, lockouts, labor strikes or dispute, any governmental laws, ordinances, rules, regulations, action or inaction, whether valid or invalid, inability to obtain transportation or energy, and any other similar contingency. The Party whose ability to perform its oblations under this Agreement is affected by force majeure shall promptly notify the other Party hereto of the existence of such delay or failure stating the cause. Such Party affected shall use all reasonable efforts to mitigate the effects of its delay or failure to perform its obligations in full, and shall carry out the obligations affected by force majeure as soon as reasonably possible after the cessation of such force majeure.

31.03 Notices and Other Communications

All notices and other communications hereunder shall be in writing and shall be personally delivered, transmitted by telefacsimile followed by a confirmation letter, or transmitted by postage prepaid registered or certified air mail with return receipt requested, as elected by the Party giving such notice, as follows:

To SUMITOMO:	Sumitomo Chemical Company, Limited
	Tokyo Sumitomo Twin Bldg.
	27-1, Shinkawa 2-chome
	Chuo-ku, Tokyo 104, Japan

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	Attention:	Manager, Planning & Coordination Office, Petrochemicals & Plastics Sector
	Facsimile:	03-5543-5911
To DOW:	The Dow Chemical Company
	c/o     Dow Chemical Japan Limited
	Tennoz Central Tower
	2-24, Higashi-Shinagawa 2-chome
	Shinagawa-ku, Tokyo 140, Japan
	Attention: Legal Department
	Facsimile: 03-5460-6244

Notices shall be deemed to have been given on the date of receipt if delivered personally, on the next business day after transmission if transmitted by telefacsimile, or on the tenth business day after posting if transmitted by air mail. Any Party hereto may change its address for purposes hereof by notice to the other Party hereto.

31.04 Additional Instruments

The Parties hereto agree that, from time to time hereafter, and upon request, each of them will execute, acknowledge and deliver such other instruments as may be reasonably required to accomplish the transactions contemplated in this Agreement or to otherwise carry out the terms and conditions of this Agreement.

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31.05 Expenses and Taxes

Except as otherwise provided, each of the Parties hereto shall bear all expenses and taxes incurred by or imposed on such Party in connection with this Agreement and the transactions contemplated herein.

31.06 Attorneys’ Fees

If any action or arbitration or other proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the other Party reasonable attorneys’ fees, arbitration costs and out-of-pocket expenses incurred by such prevailing Party in connection with such action or proceeding.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their officers or representatives thereunto duly authorized as of the date first above written.

THE DOW CHEMICAL COMPANY		SUMITOMO CHEMICAL COMPANY LIMITED
Sukeshige Honda Attorney-in-fact		Yoshihiko Hirooka Senior Managing Director

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Schedule 1(b)

Amendments to Technology Agreement

1. Surviving Section 7.7(c) of the Technology Agreement is hereby amended to read as follows:

“(c) affect STYRON’s licenses to SDL under Paragraph 3.1 or SDL’s licenses to STYRON under 3.2, except that, if that certain Joint Venture Agreement by and between Sumitomo Chemical Company, Limited and Styron Holding B.V., dated December 27, 1995, as may be amended from time to time (the “JV Agreement”) is terminated for any reason, the exclusive licenses granted to SDL under Paragraph 3.1 and the exclusive licenses granted to STYRON under Paragraph 3.2 become nonexclusive as provided in Section 28.01(1) of the JV Agreement.”

Schedule 1(c)

Amendments to Trademark Agreement

1. The definition of “Trademark” set forth in Schedule A of the Trademark Agreement is hereby amended to read as follows:

Trademark	Country	Reg. #	Reg. Date	Appl. #	Filing Date	Classes
CALIBRE	Australia	418111	12-Nov-1984	418111	12-Nov-1984	01 Int.
CALIBRE	Cambodia	KH011634	14-May-1999	11705	12-Mar-1999	01 Int.
CALIBRE	China	255444	10-Jul-1986	28646	07-Aug-1985	01 Int.
CALIBRE	Hong Kong	19871561	15-Nov-1984	3621	15-Nov-1984	01 Int.
CALIBRE	Indonesia	IDM000161181	17-Jan-2000	D9805382	30-Mar-1998	01 Int.
CALIBRE	Japan	2176144	31-Oct-1989	120004	16-Nov-1984	34 Int.
CALIBRE	Laos	5566	26-May-1998	6454	11-May-1998	01 Int.
CALIBRE	Malaysia	98003972	02-Apr-2008	98003972	01-Apr-1998	01 Int.
CALIBRE	New Zealand	155777	08-Jul-1987	155777	13-Nov-1984	01 Int.
CALIBRE	Papua New Guinea	A61100	17-Apr-1998	A61100	17-Apr-1998	01 Int.
CALIBRE	Singapore	T8406002J	20-Nov-1984	600284	20-Nov-1984	01 Int.
CALIBRE	South Korea	0118092	07-Oct-1985	19840017103	15-Nov-1984	01 Int.; 17 Int.
CALIBRE	Taiwan	280015	16-Apr-1995	57213	23-Nov-1984	68 Nat.
CALIBRE	Thailand	KOR22721	15-Nov-1985	143925	26-Nov-1984	17 Int.
CALIBRE	Vietnam	31520	04-Apr-1998	N980996	04-Apr-1998	01 Int.
CALIBRE IN KATAKANA CHARACTERS	Japan	2546280	30-Jun-1993	147067	28-Dec-1988	34 Int.
CALIBRE IN KATAKANA CHARACTERS	Japan	2458915	30-Sep-1992	102519	11-Sep-1987	34 Int.
MEGARAD	South Korea	0451026	15-Jul-1999	19980018438	21-Jul-1998	01 Int.
MEGARAD AND KATAKANA CHARACTERS	Japan	2284377	30-Nov-1990	71617	22-Jun-1988	01 Int.; 17 Int.
PULSE	Australia	443191	03-Apr-1986	443191	03-Apr-1986	01 Int.
PULSE	Hong Kong	19863089	12-Apr-1986	1213	12-Apr-1986	01 Int.
PULSE	Japan	2148660	23-Jun-1989	32782	31-Mar-1986	34 Int.
PULSE	New Zealand	164657	09-Mar-1989	164657	02-Apr-1986	01 Int.
PULSE	Singapore	T8601420D	08-Apr-1986	S142086	08-Apr-1986	01 Int.
PULSE	South Korea	155418	07-Jun-1988	12122	18-Jun-1987	01 Int.
PULSE	Vietnam	33533	16-Mar-2000	N983234	16-Nov-1998	01 Int.
PULSE IN KATAKANA CHARACTERS	Japan	2254581	30-Aug-1990	101236	07-Sep-1987	34 Int.

Note: Trademarks are in Roman Characters unless otherwise noted.

2. The definition of “Territory” set forth in Schedule A of the Trademark Agreement is hereby amended to read as follows:

“Japan and, subject to OWNER’s rights, the countries in East Asia and Southeast Asia located East of Mainland China and Thailand, including Mainland China, Taiwan, South Korea, Hong Kong, Macau, Thailand, Cambodia, Laos, Papua New Guinea, Vietnam, Malaysia, Singapore, Indonesia, Brunei, Philippines, Australia and New Zealand, and any other countries separately agreed upon between OWNER and USER excluding any countries or customers that may be barred or prohibited from obtaining the Goods involved by applicable U.S. or Japanese laws or regulations, and also subject to compliance with any applicable U.S. or Japanese laws or regulations such exports then in effect.”

3. The definition of “Goods” set forth in Schedule A of the Trademark Agreement is hereby amended to read as follows:

“Resins, polycarbonate resins and blends of polycarbonate resins, and polycarbonate compounds (post reactor, physically compounded mixtures of polycarbonate resins and one or more coloring agents, extenders, fillers, fibers, antioxidants, ultraviolet stabilizers, mold-release agents and/or other additives and/or other chemicals for physically or chemically modifying polycarbonate resins).”

Exhibit A

Transferred Agreements

#	Agreement	Dow Party – Before Assignment	Styron Party – After Assignment
1.	Export Sales Agreement, dated January 1, 1996, between Sumitomo Dow Limited and Dow Chemical Pacific Limited, as amended on May 1, 2002.	Dow Chemical Pacific Limited	Styron (Hong Kong) Limited
2.	Secondment Agreement, dated January 1, 2000, between Dow Chemical Nihon Kabushiki Kaisha and Sumitomo Dow Kabushiki Kaisha, as amended.	Dow Chemical Nihon Kabushiki Kaisha	Styron Japan Y.K.
3.	Technology Agreement, dated June 1, 2005, as amended, between The Dow Chemical Company and Sumitomo Dow Limited.	The Dow Chemical Company	Styron Europe GmbH (Switzerland))
4.	Sublicense and Payment Agreement, dated June 1, 2000, between The Dow Chemical Company and Sumitomo Dow Limited.	The Dow Chemical Company	Styron Europe GmbH (Switzerland))
5.	Trademark Agreement, dated March 5, 1996, as amended, between The Dow Chemical Company and Sumitomo Dow Limited.	The Dow Chemical Company	Styron Europe GmbH (Switzerland))
6.	Sublicense Agreement and Acceptance, dated April 1, 2000, between The Dow Chemical Company and Sumitomo Dow Limited.	The Dow Chemical Company	Styron Europe GmbH (Switzerland))

Note: Dow initially assigned agreements 3, 4 and 5 to Styron LLC, and Styron LLC further assigned such agreements to Styron Europe.

Exhibit B

Terminated Agreements

#	Agreement
1.	Shareholders Company Name Agreement, dated January 1, 1996, between The Dow Chemical Company and Sumitomo Chemical Company Limited.
2.	Company Name Agreement, dated January 1, 1996, between The Dow Chemical Company and Sumitomo Dow Limited.
3.	Dow Diamond Trademark Agreement, dated January 1, 1996, between The Dow Chemical Company and Sumitomo Dow Limited.
4.	Confidentiality Agreement, dated June 28, 2006, among The Dow Chemical Company, Sumitomo Dow Limited and LG Dow Polycarbonate Limited.
5.	Confidentiality Agreement, dated March 7, 2007, between Dow Chemical Japan Limited and Sumitomo Dow Limited.
6.	Supply Agreement – Bisphenol A, dated April 1, 1997, between Sumitomo Dow Limited and Dow Chemical Japan Limited.
7.	Letter Agreement, dated December 16, 2002, between The Dow Chemical Company and Sumitomo Dow Limited regarding “Joint Venture Agreement and Agreement on Tentative Arrangement under the Export Sales Agreement”.
8.	Service Agreement, dated January 1, 2006, between Dow Chemical Japan Limited and Sumitomo Dow Limited, as amended.

EX-21.1

CONFIDENTIAL TREATMENT REQUESTED BY TRINSEO S.A.

Exhibit 21.1

Subsidiaries

Name	Jurisdiction
Styron Luxco S.à r.l.	Luxembourg
Styron Holding S.à r.l.	Luxembourg
Styron Materials Ireland	Ireland
Styron S.à r.l.	Luxembourg
Bain Capital Everest US Holding, Inc.	Delaware
Styron LLC	Delaware
Americas Styrenics LLC	Delaware
Bain Capital Everest Holding 2 GmbH	Germany
Styron Finance Luxembourg S.à r.l.	Luxembourg
Styron Finance Luxembourg S.à r.l. Luxembourg, Zweigniederlassung Horgen	Luxembourg
Styron Holding B.V.	Netherlands
Styron Holdings Asia Pte. Ltd.	Singapore
Styron (Hong Kong) Limited	Hong Kong
Styron Australia Pty Ltd	Australia
Styron Holdings Asia Pte. Ltd., New Zealand Branch
Taiwan Styron Limited	Taiwan
Styron Korea Ltd.	Korea
Styron Japan Y.K.	Japan

CONFIDENTIAL TREATMENT REQUESTED BY TRINSEO S.A.

Styron S/B Latex Zhangjiagang Company Limited	China
SAL Petrochemical (Zhangjiagang) Company Limited	China
Styron Singapore Pte. Ltd.	Singapore
PT. Styron Indonesia	Indonesia
Styron India Trading Private Limited	India
Styron Netherlands B.V.	Netherlands
Styron Deutschland GmbH	Germany
Styron Deutschland Rubber GmbH	Germany
Styron Deutschland Anlagengesellschaft mbH	Germany
Styron Suomi Oy	Finland
Styron Sverige AB	Sweden
Styron France S.A.S.	France
Styron Hellas M. EPE	Greece
Styron Spain S.L.	Spain
Styron Portugal, Lda	Portugal
Styron Europe GmbH	Switzerland
Styron UK Limited	UK
Styron Export GmbH	Switzerland
Styron Kimya Ticaret Limited Sirketi	Turkey
Styron Canada ULC	Canada – Nova Scotia
Styron Italia s.r.l.	Italy
Styron Belgium B.V.B.A.	Belgium

CONFIDENTIAL TREATMENT REQUESTED BY TRINSEO S.A.

Styron Argentina S. R. L.	Argentina
Styron Chile Comercial Limitada	Chile
Styron do Brasil Comércio de Produtos Químicos Ltda.	Brazil
Styron Services de México, S. de R.L. de C.V.	Mexico
Styron de Colombia Ltda.	Colombia
Styron de México, S. de R.L. de C.V.	Mexico
Sumitomo Dow Limited	Japan

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Trinseo S.A. of our report dated April 29, 2011 relating to the financial statements of Trinseo S.A. as of December 31, 2010 and for the period from June 17, 2010 through December 31, 2010, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

June 27, 2011

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated December 30, 2010 (and April 29, 2011 relating to Note R) relating to the combined financial statements as of December 31, 2009 and for each of the two years in the period ended December 31, 2009 and for the period beginning January 1, 2010 and ended June 16, 2010 of The Styron Business (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the composition of reportable segments) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Midland, Michigan

June 27, 2011

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of Trinseo S.A. on Form F-1 of our report dated February 28, 2011 related to the consolidated financial statements of Americas Styrenics LLC as of December 31, 2010 and 2009 and for the years ended December 31, 2010 and 2009 and for the period from May 1 (date of inception) to December 31, 2008, appearing in the prospectus, which is part of this Registration Statement, and to the reference to us under the heading “Experts” in such prospectus.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

June 27, 2011

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each officer and director of Trinseo S.A. whose signature appears below constitutes and appoints Christopher D. Pappas, Richard J. Diemer, Jr. and Curtis S. Shaw, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this Registration Statement, and any additional Registration Statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/S/    CHRISTOPHER D. PAPPAS Christopher D. Pappas	Director, President & Chief Executive Officer	April 29, 2011
/S/    RICHARD J. DIEMER, JR. Richard J. Diemer, Jr.	Executive Vice President & Chief Financial Officer and Chief Accounting Officer	April 29, 2011
/S/    SETH A. MEISEL Seth A. Meisel	Director	April 29, 2011
/S/    MARK A. VERDI Mark A. Verdi	Director	April 29, 2011
/S/    STEPHEN M. ZIDE Stephen M. Zide	Director	April 29, 2011

Signature	Title	Date
/S/    AILBHE JENNINGS Ailbhe Jennings	Director	April 29, 2011
/S/    MICHEL G. PLANTEVIN Michel G. Plantevin	Director	April 29, 2011
/S/    THOMAS J. HEARITY Thomas J. Hearity	Authorized Representative in the United States of America	April 29, 2011