REGISTRATION RIGHTS AGREEMENT by and among Nexeo Solutions, LLC, Nexeo Solutions Finance Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. as Representatives for the several Initial Purchasers Dated as...Registration Rights Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2011, by and among Nexeo Solutions, LLC, a Delaware corporation (the “Company”), Nexeo Solutions Finance Corporation, a Delaware limited liability company (the “Co-Issuer” and together with the Company, the “Issuers”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase a portion of the Issuers 8.375% Senior Subordinated Notes due 2018 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” On the Release Date (as defined in the Purchase Agreement), the Guarantors (as defined in the Purchase Agreement) will execute a joinder agre
CREDIT AGREEMENT Dated as of March 9, 2011 among NEXEO SOLUTIONS, LLC, as the Borrower, NEXEO SOLUTIONS HOLDINGS, LLC, as Holdings, NEXEO SOLUTIONS SUB HOLDING CORP. as Sub Holdco, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS...Credit Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 9, 2011, among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Borrower”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP. (“Sub Holdco”), a Delaware corporation, 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”).
SERIES A UNIT SUBSCRIPTION AGREEMENTSeries a Unit Subscription Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
THIS SUBSCRIPTION AGREEMENT, dated as of January 1, 2012 (this “Agreement”), is made and entered into by and between the undersigned (“Subscriber”) and Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”).
GUARANTY dated as of March 31, 2011 among NEXEO SOLUTIONS HOLDINGS, LLC, as Holdings, NEXEO SOLUTIONS SUB HOLDING CORP. as Sub Holdco, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Administrative Agent and...Guaranty • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
This GUARANTY, dated as of March 31, 2011, is among NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP, a Delaware corporation (“Sub Holdco”) and the other Guarantors set forth on Schedule I hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as defined below).
FORM OF SERIES B UNIT AGREEMENTSeries B Unit Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This SERIES B UNIT AGREEMENT (this “Agreement”) is executed and agreed to as of November 3, 2011 (the “Effective Date”), between Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”) and [ ] (the “Employee”).
CREDIT AGREEMENT Dated as of March 31, 2011 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent and...Credit Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
This CREDIT AGREEMENT, dated as of March 31, 2011 (this “Agreement”), is made by and among 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, 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”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP. (“Sub Holdco”), a Delaware corporation, the Lenders and BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder and as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, as co-collateral agent (in such capacity, together with its su
GENERAL SECURITY AGREEMENT TO: BANK OF AMERICA, N.A., in its capacity as administrative agent for the lenders party to the Credit Agreement (defined herein) and in its capacity as collateral agent for the Secured Parties (defined herein) (in such...General Security Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Ontario
PLEDGE AND SECURITY AGREEMENT Dated as of March 31, 2011 from THE GRANTORS REFERRED TO HEREIN to BANK OF AMERICA, N.A., as Collateral AgentPledge and Security Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2011, by and among NEXEO SOLUTIONS LLC, a Delaware limited liability company (the “Borrower”), NEXEO SOLUTIONS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), certain Subsidiaries of the Borrower from time to time (each a “Subsidiary Grantor”, together with the Borrower, Holdings and Sub Holdco, the “Initial Grantors”), BANK OF AMERICA, N.A, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp
Trademark Security Agreement, dated as of March 31, 2011, by NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Pledge and Security Agreement (in such capacity, the “Collateral Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXEO SOLUTIONS HOLDINGS, LLC a Delaware limited liability companyLimited Liability Company Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This First Amendment to Amended and Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC is made and entered into as of this 29th day of July, 2011 (the “Amendment”) by and among Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”), and TPG Accolade, L.P. (the “Sponsor”).
SECOND AMENDMENT AGREEMENTAgreement of Purchase and Sale • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This Second Amendment Agreement (“Second Amendment Agreement”) is made and entered into as of the 30th day of May, 2011 by and between Ashland Inc., a corporation organized under the laws of Kentucky, having its principal place of business at 50 East RiverCenter Boulevard, Covington, Kentucky 41012 (“Ashland”), and Nexeo Solutions, LLC, formerly known as TPG Accolade, LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 5200 Blazer Parkway, Dublin, Ohio 43017 (“Buyer”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXEO SOLUTIONS, LLC a Delaware limited liability companyLimited Liability Company Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), is executed and agreed to as of February 11, 2011 (the “Effective Date”) by the Company and the parties executing this Agreement in their capacity as Members of the Company.
AMENDMENT AGREEMENTAmendment Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This Amendment Agreement (“Amendment Agreement”) is made and entered into as of the 31st day of March, 2011 by and between Ashland Inc., a corporation organized under the laws of Kentucky, having its principal place of business at 50 East RiverCenter Boulevard, Covington, Kentucky 41012 (“Ashland”), and Nexeo Solutions, LLC, formerly known as TPG Accolade, LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102 (“Buyer”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 31, 2011 among Nexeo Solutions Holdings LLC (“Holdings”), a parent company of Nexeo Solutions, LLC (the “Issuer”), Nexeo Solutions Finance Corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Nexeo Solutions Sub Holding Corp. (“Sub Holdings” and together with Holdings, the “New Guarantors”), a parent company of the Issuer and a wholly owned subsidiary of Holdings, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp
Trademark Security Agreement, dated as of March 31, 2011, by NEXEO SOLUTIONS, LLC, a Delaware limited liability company (“Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Security Agreement referred to below (in such capacity, the “Collateral Agent”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of March 31, 2011, by and among, Nexeo Solutions, LLC, a Delaware limited liability company (together with its direct and indirect subsidiaries and any successor, the “Company”), and TPG Capital, L.P. (the “Manager”).
PRE-FUNDING SECURITY AGREEMENTPre-Funding Security Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
AGREEMENT OF PURCHASE AND SALE by and between ASHLAND INC. and TPG ACCOLADE, LLCPurchase and Sale Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This Agreement of Purchase and Sale is made and entered into as of the 5th day of November, 2010 by and between Ashland Inc., a corporation organized under the laws of Kentucky, having its principal place of business at 50 East RiverCenter Boulevard, Covington, Kentucky 41012 (“Ashland”); and TPG Accolade, LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102 (“Buyer”).
PLEDGE AND SECURITY AGREEMENT Dated as of March 31, 2011 from THE GRANTORS REFERRED TO HEREIN to BANK OF AMERICA, N.A., as Administrative Agent and Collateral AgentPledge and Security Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2011, by and among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “U.S. Borrower”), certain Domestic Subsidiaries of the U.S. Borrower from time to time party hereto (each a “Subsidiary Grantor”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (together with the U.S. Borrower, the Subsidiary Grantors and Holdings, the “Initial Grantors”), BANK OF AMERICA, N.A, in its capacity as administrative agent for the lenders party to the Credit Agreement (defined below) and in its capacity as collateral agent for the Secured Parties (defined herein) (in such capacities, together with its successors in such capacities, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of 29 March, 2011 by and between Nexeo Solutions, LLC, a Delaware limited liability company (the “Company”), and David Bradley (the “Employee”).
SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXEO SOLUTIONS HOLDINGS, LLC a Delaware limited liability companyLimited Liability Company Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This Second Amendment to Amended and Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC is made and entered into as of this 24th day of December, 2011 (the “Amendment”) by and among Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”), and TPG Accolade, L.P. (the “Sponsor”).
ABL INTERCREDITOR AGREEMENT dated as of March 31, 2011, among BANK OF AMERICA, N.A., as ABL Agent, BANK OF AMERICA, N.A., as Term Loan Agent, Each ADDITIONAL PARI TERM LOAN DEBT AGENT from time to time party hereto, NEXEO SOLUTIONS, LLC and the other...Abl Intercreditor Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXEO SOLUTIONS HOLDINGS, LLC a Delaware limited liability company April 1, 2011Limited Liability Company Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is executed and agreed to as of April 1, 2011 (the “Effective Date”) by the Company and the parties executing this Agreement in their capacity as Members of the Company.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of this day of , 2011, by and among by and among Nexeo Solutions Holdings, LLC, and Nexeo Solutions, LLC, all Delaware limited liability companies (the “Indemnitors” and each an “Indemnitor”) and (the “Indemnitee”).
LETTER AGREEMENT FOR CHAIRMAN’S SERVICESChairman's Services Agreement • March 2nd, 2012 • Nexeo Solutions Finance Corp • Texas
This letter agreement (the “Agreement”) shall set forth the terms of our understanding in connection with your role as the non-employee Chairman of the Board of Directors (the “Board”) of Nexeo Solutions Holdings, LLC (“Nexeo”).
