Amendment No. 3 to the Amended and Restated MOD5 Computerized Process Control Software Agreement, Licenses and Services, between Rofan Services Inc. and Trinseo LLC (f/k/a Styron LLC), dated as of July 1, 2020
Exhibit 10.18
Amendment No. 3
TO THE AMENDED AND RESTATED MOD™ 5
COMPUTERIZED PROCESS CONTROL SOFTWARE AGREEMENT
LICENSES AND SERVICES
This Amendment No. 3 (Amendment ) effective as of July 1, 2020. is to the Amended and Restated MOD™ 5 Computerized Process Control Software Agreement Licenses and Services dated June 30, 2010 (hereinafter “Agreement”) between Rofan Services Inc.. which has been converted to a limited liability company as of June 25, 2018 changing its name to Rofan Services LLC a Delaware corporation (hereinafter “Licensor”) and Trinseo LLC (previously known as Styron LLC and hereinafter “Licensee”).
BACKGROUND
Licensor and Licensee entered into Amendment No. 2 to Agreement effective as of January 1. 2016. wherein Licensor and Licensee agreed to Amend Schedule 1. which established the Annual License Charges for 2017 thru December 31 2020.
Additionally, Licensor and Licensee wish to enter into this Amendment No 3 to further extend the length of the Extended Term with new Annual License and Support Charges starting In 2021.
NOW THEREFORE, the Parties agree as follows
The term of this Agreement shall commence on the Effective Date hereof and subject to the prov1s1ons herein shall continue until December 31. 2023. unless terminated earlier in accordance with Article 15 In no event will this Agreement be extended beyond December 31 2023 Licensee must cease use of the MOD™ 5 Systems on the date of any expiration or termination of this Agreement
This Amendment is subject to the Agreement and all terms used In this Amendment have the meaning defined in the Agreement unless otherwise defined here Except as expressly amended herein the Agreement shall remain in full force and effect and all other prov1s1ons of the Agreement shall remain unchanged.
IN WITNESS WHEREOF. the parties. 1ntend1ng to be legally bound hereby, have caused this AMENDMENT to be executed in duplicate by the respective duly authorized representatives.
ROFAN SERVICES
By: /s/ Paul E. Dean II
Name: Paul E. Dean II
Title: Vice President
Date: 17 September 2020
TRINSEO LLC
By: /s/ Angelo N. Chaclas
Name: Angelo N. Chaclas
Title: SVP, CLO, CCO and Corp. Secretary
Date: 10 August 2020
SCHEDULE 1 to AMENDMENT No. 3
2017 – 2023 LICENSE CHARGES
Year | Annual License Charges |
2017 | $2,040,569 X (1-migration %) x (1 – 0.15) [if applicable] |
2018 | $2,388,696 X (1-migration %) x (1 – 0.15) [if applicable] |
2019 | $2,409,182 X (1-migration %) x (1 – 0.15) [if applicable] |
2020 | $3,126,808 X (1-migration %) x (1 – 0.15) [if applicable] |
2021 | $3,466,710 X (1-migration %) |
2022 | $3,880,646 X (1-migration %) |
2023 | $4,364,031 X (1-migration %) |
2017 – 2023 SUPPORT CHARGES
Year | Annual Services Charges |
2017 | (2016 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
2018 | (2017 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
2019 | (2018 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
2020 | (2019 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
2021 | (2020 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
2022 | (2021 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
2023 | (2022 rate + cost change adjustment + last-time hardware purchase fee) x Licensee's share of total |
