BORDEN U.S. FINANCE CORP. and BORDEN NOVA SCOTIA FINANCE, ULC, as Issuers the GUARANTORS named herein $150,000,000 SECOND-PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2010 $325,000,000 9% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2014Indenture • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of August 12, 2004 among Borden U.S. Finance Corp., a Delaware corporation, Borden Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (each, an “Issuer”, and collectively, the “Issuers”), Borden Chemical, Inc., a New Jersey corporation, the Subsidiary Guarantors (as defined herein) and Wilmington Trust Company, as trustee (the “Trustee”).
ContractEmployment Agreement • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
WHEREAS, pursuant to a Stock Purchase Agreement dated as of July 5, 2004 (the “Purchase Agreement”), among BHI Investment, LLC, a Delaware limited liability company (“Parent”), BW Holdings LLC, a Delaware limited liability company, Borden Holdings, Inc., a Delaware corporation (“BHI”), the Company, and the other parties thereto, on the date hereof (the “Effective Date”), BHI Acquisition Corp., a Delaware corporation (“Holdings”), a wholly owned subsidiary of Parent, acquired all of the capital stock of BHI and the Company.
Share Purchase Agreement dated October 6, 2004 among RÜTGERS AG RÜTGERS Bakelite Projekt GmbH and National Borden Chemical Germany GmbH Borden Chemical Inc. regarding the sale and purchase of the Bakelite GroupShare Purchase Agreement • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTThe Stock Purchase Agreement • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of August 11, 2004, by and among BHI INVESTMENT, LLC, a Delaware limited liability company (“Buyer”), BW HOLDINGS LLC, a Delaware limited liability company (“BW”), BORDEN HOLDINGS, INC., a Delaware corporation (“Holdings”), BORDEN CHEMICAL, INC., a New Jersey corporation (“Borden”), CRAIG O. MORRISON and JODY P. BEVILAQUA (each of the last two individuals, an “Individual Seller” and, together with BW, the “Sellers”).
ContractInvestor Rights • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
WHEREAS, each Holder deems it to be in the best interest of the Company and the Holders that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Company and the Holders hereby set forth herein their agreement with respect to the Common Stock and Options owned or to be acquired by them.
ContractManagement Consulting Agreement • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
The Company desires to avail itself of Apollo’s expertise and consequently has requested that Apollo make such expertise available from time to time in rendering certain management consulting and advisory services related to the business and affairs of the Company and its subsidiaries and affiliates and the review and analysis of certain financial and other transactions. Apollo and the Company agree that it is in their respective best interests to enter into this Agreement whereby, for the consideration specified herein, Apollo shall provide such services as independent consultant to the Company.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of August 12, 2004, among BORDEN CHEMICAL, INC., BORDEN CHEMICAL CANADA, INC., BORDEN CHEMICAL UK LIMITED, BORDEN CHEMICAL GB LIMITED, THE LENDERS NAMED HEREIN, CREDIT SUISSE FIRST BOSTON, as...Loan and Security Agreement • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of this 12th day of August 2004, by and among CREDIT SUISSE FIRST BOSTON (“CSFB”), as agent for the Lenders (in such capacity, “Agent”), CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian agent for the Lenders (in such capacity, “Canadian Agent”), FLEET NATIONAL BANK, LONDON BRANCH, trading as FleetBoston Financial (“Fleet U.K.”), as U.K. agent for the Lenders (in such capacity, “U.K. Agent”), FLEET CAPITAL CORPORATION (“Fleet”), as U.S. collateral agent for the Secured Parties (in such capacity, “U.S. Collateral Agent”), FLEET CAPITAL GLOBAL FINANCE INC. (“Fleet Canada”), as Canadian collateral agent for the applicable Secured Parties (in such capacity, “Canadian Collateral Agent”), Fleet U.K., as U.K. collateral agent for the applicable Secured Parties (in such capacity, “U.K. Collateral Agent”), the LENDERS from time to time party hereto, the CANADIAN PARTICIPANTS and U.K. PARTICIPANTS from time to ti
WHEREAS, BHI has entered into a Stock Purchase Agreement dated as of July 5, 2004 among BHI, BW Holdings LLC, a Delaware limited liability company, Borden Holdings, Inc., a Delaware corporation, Borden Chemical, Inc., a New Jersey corporation, Craig...Adoption Agreement • November 15th, 2004 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
