Omnova Solutions Inc Sample Contracts

WITNESSETH: -----------
Severance Agreement • February 9th, 2001 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
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Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 12th, 2001 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
INDENTURE
Indenture • June 27th, 2003 • Omnova Solutions Inc • Miscellaneous chemical products • New York
AMONG
Receivables Purchase Agreement • July 11th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
Among
Registration Rights Agreement • June 27th, 2003 • Omnova Solutions Inc • Miscellaneous chemical products • New York
BETWEEN
Receivables Sale Agreement • July 11th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
Exhibit 2.1 DISTRIBUTION AGREEMENT Dated _________, 1999
Distribution Agreement • September 15th, 1999 • Omnova Solutions Inc • Miscellaneous chemical products
ARTICLE I DEFINITIONS; TRUST INDENTURE ACT CONTROLLING
Omnova Solutions Inc • November 26th, 2008 • Fabricated rubber products, nec • New York
RECITALS --------
Director Indemnification Agreement • July 9th, 1999 • Omnova Solutions Inc • Ohio
REGISTRATION RIGHTS AGREEMENT Dated as of November 3, 2010 Among OMNOVA SOLUTIONS INC., THE GUARANTORS NAMED HEREIN and DEUTSCHE BANK SECURITIES INC., JEFFERIES & COMPANY, INC. and KEYBANC CAPITAL MARKETS INC., as Initial Purchasers
Registration Rights Agreement • November 4th, 2010 • Omnova Solutions Inc • Fabricated rubber products, nec • New York

This Registration Rights Agreement (this “Agreement”) is dated as of November 3, 2010, among OMNOVA SOLUTIONS INC., an Ohio corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”) and DEUTSCHE BANK SECURITIES INC., JEFFERIES & COMPANY, INC. and KEYBANC CAPITAL MARKETS INC., as initial purchasers (the “Initial Purchasers”). The Company and the Guarantors are collectively referred to as the “Issuers.”

TAX MATTERS AGREEMENT BY AND BETWEEN GENCORP INC. AND OMNOVA SOLUTIONS INC.
Tax Matters Agreement • February 10th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
WITNESSETH:
Services and Support Agreement • February 10th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
RECITALS --------
Director and Officer Indemnification Agreement • July 11th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
7 7/8% SENIOR NOTES DUE 2018
Omnova Solutions Inc • November 4th, 2010 • Fabricated rubber products, nec • New York

This INDENTURE, dated as of November 3, 2010 (as amended and supplemented, this “Indenture”), is by and among OMNOVA Solutions Inc., an Ohio corporation (the “Issuer”), the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

RECITALS --------
Officer Indemnification Agreement • July 9th, 1999 • Omnova Solutions Inc • Ohio
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 22, 2007 Among OMNOVA SOLUTIONS INC. as the Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders JPMORGAN CHASE BANK, N.A. as the Agent and JPMORGAN SECURITIES INC. as the Lead Arranger...
Credit Agreement • June 29th, 2007 • Omnova Solutions Inc • Fabricated rubber products, nec • Illinois

This Amended and Restated Credit Agreement, dated as of May 22, 2007, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), JPMorgan Chase Bank, N.A. having its principal office at 120 S. LaSalle Street, 8th Floor, Chicago, IL 60603, as agent for the Lenders (in its capacity as agent, the “Agent”), and OMNOVA Solutions Inc., an Ohio corporation, with offices at 175 Ghent Road, Fairlawn, Ohio 44333 (the “Borrower”).

ARTICLE I
Dispute Resolution Agreement • February 10th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
J.P.Morgan THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2016 among OMNOVA SOLUTIONS INC.,as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A.,as Administrative Agent ___________________________ JPMORGAN CHASE...
Assignment and Assumption • February 1st, 2017 • Omnova Solutions Inc • Fabricated rubber products, nec • New York

This Compliance Certificate is furnished pursuant to that certain Third Amended and Restated Credit Agreement dated as of November 30, 2016 (as amended, modified, renewed or extended from time to time, the “Agreement”) among OMNOVA Solutions Inc., an Ohio corporation (the “Borrower”), the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

WITNESSETH:
Agreement on Employee Matters • February 10th, 2000 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 25th, 2016 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio

This Indemnification Agreement, dated as of ________ ___, 20__ (this “Agreement”), is made by and between OMNOVA Solutions Inc., an Ohio corporation (the “Company”), and ___________________ (“Indemnitee”).

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AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT among OMNOVA SOLUTIONS INC., VARIOUS LENDERS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT and COLLATERAL AGENT Dated as of May 22, 2007 and Amended and Restated on December 9, 2010...
Term Loan Credit Agreement • July 5th, 2011 • Omnova Solutions Inc • Fabricated rubber products, nec

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of May 22, 2007 and amended and restated as of December 9, 2010 among OMNOVA SOLUTIONS INC., an Ohio corporation (the “Company”), the Lenders party hereto from time to time and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent (all capitalized terms used herein and defined in Section 1 are used herein as therein defined).

SEVERANCE AGREEMENT
Severance Agreement • January 30th, 2009 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio
ARTICLE I
Dispute Resolution Agreement • September 15th, 1999 • Omnova Solutions Inc • Miscellaneous chemical products • Ohio
AGREEMENT AND PLAN OF MERGER by and among SYNTHOMER PLC, SPIRIT USA HOLDINGS INC., SYNTHOMER USA LLC and OMNOVA SOLUTIONS INC. dated as of July 3, 2019
Agreement and Plan of Merger • July 3rd, 2019 • Omnova Solutions Inc • Fabricated rubber products, nec • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 3, 2019, by and among Synthomer plc, a public limited company incorporated under the Laws of England and Wales (“Parent”), Spirit USA Holdings Inc., an Ohio corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Synthomer USA LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Parent US Sub”), and OMNOVA Solutions Inc., an Ohio corporation (the “Company”).

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • September 13th, 2006 • Omnova Solutions Inc • Fabricated rubber products, nec • Illinois

This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) dated as of September 8, 2006 is by and among OMNOVA Solutions Inc., an Ohio corporation (“Borrower”), the financial institutions party to this Amendment, as Lenders, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago)), as Agent for the Lenders. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).

AMENDMENT No. 4, dated as of March 2, 2018 (this “Amendment”), to the Amended and Restated Term Loan Credit Agreement, dated as of December 9, 2010 (as amended by Amendment No. 1, dated as of March 7, 2013, as further amended by Amendment No. 2, dated...
Loan Credit Agreement • June 28th, 2018 • Omnova Solutions Inc • Fabricated rubber products, nec • New York

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of December 9, 2010, as amended on March 7, 2013, as further amended on March 7, 20132013, as further amended on August 26, 2016 and as further amended on August 26, 2016,March 2, 2018, among OMNOVA SOLUTIONS INC., an Ohio corporation (the “Company”), the Lenders party hereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent (all capitalized terms used herein and defined in Section 1 are used herein as therein defined).

CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Chief Executive Officer Employment Agreement • February 1st, 2017 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio

This Chief Executive Officer Employment Agreement (the “Agreement”) is made and entered into effective as of December 1, 2016, by and between Anne P. Noonan (the “Executive”) and OMNOVA Solutions Inc., an Ohio corporation (the “Company”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 8th, 2007 • Omnova Solutions Inc • Fabricated rubber products, nec • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 4, 2007, is made by and between OMNOVA Solutions Inc., a corporation duly organized and existing under the laws of the State of Ohio, as issuer (the “Company”), and The Bank of New York, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture (as defined below).

CREDIT AGREEMENT Dated as of May 28, 2003 Among OMNOVA SOLUTIONS INC. as the Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders BANK ONE, NA as the Agent and BANC ONE CAPITAL MARKETS, INC. as the Lead Arranger and Sole Book Runner
Credit Agreement • October 24th, 2003 • Omnova Solutions Inc • Fabricated rubber products, nec • Illinois

This Credit Agreement, dated as of May 28, 2003, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank One, NA having its principal office at 120 S. LaSalle Street, Chicago, IL 60603, as agent for the Lenders (in its capacity as agent, the “Agent”), and OMNOVA Solutions Inc., an Ohio corporation, with offices at 175 Ghent Road, Fairlawn, Ohio 44333 (the “Borrower”).

SEPARATION AGREEMENT
Separation Agreement • February 1st, 2017 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio

This Separation Agreement (this “Agreement”) dated November 6, 2016 is by and between OMNOVA Solutions Inc., an Ohio corporation (the “Company”) and Kevin M. McMullen, an individual (“you” or “your”).

CREDIT AGREEMENT Dated as of May 28, 2003 Among OMNOVA SOLUTIONS INC. as the Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders BANK ONE, NA as the Agent and BANC ONE CAPITAL MARKETS, INC. as the Lead Arranger and Sole Book Runner
Credit Agreement • September 18th, 2003 • Omnova Solutions Inc • Fabricated rubber products, nec • Illinois

This Credit Agreement, dated as of May 28, 2003, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank One, NA having its principal office at 120 S. LaSalle Street, Chicago, IL 60603, as agent for the Lenders (in its capacity as agent, the “Agent”), and OMNOVA Solutions Inc., an Ohio corporation, with offices at 175 Ghent Road, Fairlawn, Ohio 44333 (the “Borrower”).

PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • January 29th, 2010 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio

THIS AGREEMENT, made in Fairlawn, Ohio as of , 20 , by and between OMNOVA Solutions Inc., an Ohio corporation (the “Company”) and the undersigned employee of the Company (“Employee”);

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 28th, 2018 • Omnova Solutions Inc • Fabricated rubber products, nec • Ohio

This Separation Agreement and Release (the “Agreement”) is between OMNOVA Solutions Inc., an Ohio corporation (“OMNOVA”), and Jay T. Austin (“Executive”).

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