CREDIT AGREEMENT Dated as of June 9, 2016 among NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), as the Borrower, NEON HOLDING COMPANY LLC (to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC), as Holdings, NEXEO...Credit Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 9, 2016, by and among NEON FINANCE COMPANY LLC, a Delaware limited liability company (“Merger Sub 3”), to be merged with and into NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), NEON HOLDING COMPANY LLC, a Delaware limited liability company (“Merger Sub 1”), to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
TAX RECEIVABLE AGREEMENT by and among WL ROSS HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF JUNE 9, 2016Tax Receivable Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 9, 2016, is hereby entered into by and among WL Ross Holding Corp., a Delaware corporation (the “Parent Corporation”), TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnership”), TPG VI FOF Neon, L.P., a Delaware limited partnership (“TPG FOF Partnership”), Nexeo Holdco, LLC, a Delaware limited liability company (“New Holdco”), TPG VI AIV SLP SD, LP, a Delaware limited partnership (“TPG GP”), TPG VI DE BDH, LP, a Delaware limited partnership (“TPG Blocker Owner”) and the Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 9, 2016, is made by and among the undersigned parties on the signature page hereto and Nexeo Solutions, Inc. (formerly, WL Ross Holding Corp.), a Delaware corporation (the “Company”).
FORM OF JOINDER AGREEMENT June [ ], 2016Joinder Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
[ ], a [ ] (the “Joinder Party”) is executing and delivering this Joinder Agreement pursuant to the Tax Receivable Agreement, dated March 21, 2016 (the “TRA”), as it may be amended from time to time, by and among WL Ross Holding Corp., a Delaware corporation (the “Company”), TPG VI Neon II, L.P., a Delaware limited partnership, TPG VI FOF Neon, L.P., a Delaware limited partnership, Nexeo Holdco, LLC, a Delaware limited liability company, TPG VI AIV SLP SD, LP, a Delaware limited partnership, TPG VI DE BDH, LP, a Delaware limited partnership and TPG VI Neon II, L.P. as the agent. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the TRA.
FORM OF JOINDER AGREEMENT June [ ], 2016Joinder Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
[ ], a [ ] (the “Joinder Party”) is executing and delivering this Joinder Agreement pursuant to the Shareholders’ and Registration Rights Agreement, dated as of March 21, 2016 (the “SHRRA”), as it may be amended from time to time, by and among Nexeo Holdco, LLC, a Delaware limited liability company, and certain of its affiliates, WL Ross Sponsor LLC, a Delaware limited liability company, and WL Ross Holding Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the SHRRA.
NEXEO SOLUTIONS, INC. FORM OF PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Delaware
This Agreement is made and entered into as of (the “Date of Grant”) by and between Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and (the “Grantee” or “you”);
CREDIT AGREEMENT Dated as of June 9, 2016 among NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), and the other U.S. Borrowers referred to herein, as U.S. Borrowers, and NEXEO SOLUTIONS CANADA CORP. as Canadian Borrower, NEON...Credit Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 9, 2016, by and among NEON FINANCE COMPANY LLC, a Delaware limited liability company (“Merger Sub 3”), to be merged with and into NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), each domestic subsidiary of the Company from time to time party hereto as a U.S. Borrower (each a “U.S. Borrower” and together with the Company, Holdings (as defined below) and Sub Holdco (as defined below), the “U.S. Borrowers”), NEXEO SOLUTIONS CANADA CORP., a Canadian corporation (the “Canadian Borrower” and together with the U.S. Borrowers, collectively the “Borrowers”, and individually, each a “Borrower”), NEON HOLDING COMPANY LLC, a Delaware limited liability company (“Merger Sub 1”), to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), the Lenders and BANK OF AMERICA, N.A., as administra
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
This Indemnification Agreement (“Agreement”) is made and entered into as of June , 2016, by and among Nexeo Solutions, Inc., a Delaware corporation (the “Company”) and its subsidiaries and controlled affiliates (together with the Company, the “Nexeo Companies” and each a “Nexeo Company”), and [·] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and among Nexeo Solutions, LLC, a Delaware limited liability company, and any successor thereto (the “Employer”), Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and David A. Bradley (“Executive”), to be effective June 9, 2016 (the “Effective Date”), in connection with the closing of the merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 21, 2016, by and among WL Ross Holding Corp., a Delaware corporation, TPG Accolade, LP, a Delaware limited partnership, Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), and certain related affiliates of the foregoing Merger Agreement parties, whereby Holdings emerged as the surviving entity and a subsidiary of the Company.
