CREDIT AGREEMENT among GARDEN SPINCO CORPORATION,Credit Agreement • July 27th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products • New York
CREDIT AGREEMENT, dated as of June 30, 2022 (this “Agreement”), among GARDEN SPINCO CORPORATION, a Delaware corporation (the “Company”), after the Merger Effective Time (as defined herein) and subject to Section 2.29 hereof, NEOGEN CORPORATION, a Michigan corporation, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
FORM OF TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF [ ]Transition Distribution Services Agreement • May 5th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products • Delaware
This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement” or “TDSA”), dated as of [ ], 2022 (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (the “Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).
FORM OF TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF [ ]Transition Contract Manufacturing Agreement • May 5th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products • Delaware
This TRANSITION CONTRACT MANUFACTURING AGREEMENT (this “Agreement” or “TCMA”), dated as of [ ] (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Supplier”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Customer” and, together with Supplier, the “Parties” and each, individually, a “Party”).
FORM OF transition services agreement by and AMONG 3m company, GARDEN SPINCO CORPORATION and NEOGEN CORPORATION dated as of [ ]Transition Services Agreement • May 5th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement” or “TSA”), dated as of [ ], 2022 (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).
ContractTransitional Trademark License Agreement • May 5th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products
Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
ContractDistribution Agreement • May 5th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products
Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SENIOR NOTES INDENTURE Dated as of July 20, 2022 Among GARDEN SPINCO CORPORATION as Issuer THE GUARANTORS PARTY HERETO FROM TIME TO TIME and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee 8.625% SENIOR NOTES DUE 2030Senior Notes Indenture • July 27th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products • New York
SENIOR NOTES INDENTURE, dated as of July 20, 2022, among Garden SpinCo Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined below) party hereto from time to time, and U.S. Bank Trust Company, National Association, as Trustee.
FORM OF INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND BETWEEN 3M COMPANY AND GARDEN SPINCO CORPORATION DATED AS OF [ ]Intellectual Property Cross License Agreement • May 5th, 2022 • Garden SpinCo Corp • Miscellaneous chemical products • Delaware
