ELECTRONIC MAIL) IN SECTION 10.02 OF THE
CREDIT AGREEMENT (AS IF IT WERE PARTY TO SUCH AGREEMENT). NOTHING IN THIS NOTE
WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS HEREOF AND IN
ADDITION TO THE SERVICE OF PROCESS PROVIDED FOR HEREIN, EACH PARTY HERETO
IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE CO-BORROWER (AND THE
CO-BORROWER HEREBY IRREVOCABLY ACCEPTS SUCH APPOINTMENT), AS ITS AUTHORIZED
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS
BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS,
SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON THE CO- BORROWER SHALL CEASE TO BE AVAILABLE TO
ACT AS SUCH, THE NOTE PARTIES AGREE TO PROMPTLY DESIGNATE A NEW AUTHORIZED
DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES
OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS
NOTE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS NOTE HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HERETO 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 NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY
HEREOF WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
[Signature Pages Follow]
4
[SEPARATE SIGNATURE PAGES TO BE
ATTACHED]
EXHIBIT H
[FORM OF] GUARANTOR JOINDER
JOINDER AGREEMENT
This JOINDER AGREEMENT, dated [mm/dd/yy] (this "Joinder Agreement"), is
delivered pursuant to that certain Credit Agreement, dated as of September 6,
2017 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Trinseo Holding S.à
r.l., a private limited liability company (société à responsabilité limitée),
organized and established under the laws of the Grand Duchy of Luxembourg,
having its registered office at 46A, avenue John F. Kennedy, L-1855 Luxembourg,
Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce
and Companies ("RCS") under number B 153582 ("Holdings"), Trinseo Materials S.à
r.l., a private limited liability company (société à responsabilité limitée),
organized and established under the laws of the Grand Duchy of Luxembourg,
having its registered office at 46A, avenue John F. Kennedy, L-1855 Luxembourg,
Grand Duchy of Luxembourg, registered with the RCS under number B 162639
("Intermediate Holdings"), Trinseo Materials Operating S.C.A., a partnership
limited by shares (societe en commandite par actions) organized and established
under the laws of the Grand Duchy of Luxembourg,