EX-10.39



 Exhibit 10.39 

Styron LLC 
 1000 Chesterbrook
Blvd, Suite 300 
 Berwyn, Pennsylvania 19312 

May 30, 2014 
 The Dow Chemical Company 

2030 Dow Center 
 Midland, Michigan 48674 

Attn: Executive Vice President and General Counsel 
  

	 	Re:	Latex JV Option Agreement 

 Gentlemen: 

Reference is made to (i) the Latex Joint Venture Option Agreement, dated as of June 17, 2010 (the “Latex JV Option
Agreement”), by and among The Dow Chemical Company, Styron LLC and Styron Holding B.V. (the “Parties”) and (ii) the letter agreement dated as of August 9, 2011 by and among the Parties amending certain provisions
of the Latex JV Option Agreement (the “Latex JV Amendment”, and together with the Latex JV Option Agreement, the “Latex JV Option Documents”). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Latex JV Option Documents. 
 The undersigned hereby agree that (i) on the date hereof, the Styron
Parties shall, or shall cause one of their Affiliates to, pay to Dow US$32,500,000 by wire transfer of immediately available funds to the Dow bank account referenced below, and (ii) effective as of the time of receipt by Dow of such payment,
the Latex JV Option Documents, in consideration of such payment, will immediately and automatically be terminated. Upon such termination, the Latex JV Option Documents shall be void and of no further force and effect, and there shall be no liability
or obligation of any Party arising out of, under or resulting from, the Latex JV Option Documents. For avoidance of doubt, the exercise of the Option by Dow effective as of July 8, 2011 is hereby irrevocably withdrawn and cancelled as part of
the termination of the Latex JV Option Documents described herein, provided, however, that if the payment described above is not received by the close of business on June 2, 2014, Dow shall have the right to enforce such payment to Dow by the
Styron Parties. This letter agreement constitutes a legally binding agreement. The provisions of Article V (Miscellaneous) of the Latex JV Option Agreement are incorporated herein by reference and made a part of this letter agreement as if such
provisions were set forth herein. 
 Dow Bank Account: 

Bank Name: 
 ABA Number: 

SWIFT Code: 
 Name on Account:

 Account Number: 
 * * * 







 Page 2 
 The Dow
Chemical Company 
 Re: Latex JV Option Agreement 
  

					
	Sincerely,
	
	STYRON LLC
		
	By:	 	/s/ Christopher D. Pappas
		 	  
	 	
	 Name: Christopher D. Pappas

Title: President and Chief Executive Officer

	
	 STYRON HOLDING B.V.

			
	 By:
	 	/s/ W. Bosschieter	 	
		 	  
	 	
	 Name: W. Bosschieter

Title: Director



  

					
	Acknowledged and Agreed:
	
	THE DOW CHEMICAL COMPANY
			
	 By:
	 	/s/ Duncan A. Stuart	 	
		 	  
	 	
	 Name: Duncan A. Stuart

Title: Authorized Representative


  

					
	 cc:
	 		 	
		 	Shearman & Sterling LLP	 	Kirkland & Ellis LLP
		 	599 Lexington Avenue	 	601 Lexington Avenue
		 	New York, NY 10022-6069	 	New York, NY 10022
		 	Attention: George A. Casey, Esq.	 	Attention: Eunu Chun, Esq.
			
		 	Bain Capital Partners, LLC	 	
		 	590 Madison Avenue, 42nd Floor	 	
		 	New York, NY 10022	 	
		 	Attention: Stephen M. Zide