W I T N E S S E T H :Supplemental Indenture • May 14th, 2004 • Noveon Inc • Adhesives & sealants • New York
275,000,000 11% SENIOR SUBORDINATED NOTES DUE 2011Registration Rights Agreement • May 29th, 2001 • Noveon Inc • New York
AMONGCredit Agreement • May 29th, 2001 • Noveon Inc • New York
INDENTUREIndenture • May 29th, 2001 • Noveon Inc • New York
AMENDMENT No. 1 to EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2004 • Noveon Inc • Adhesives & sealants
AGREEMENT FOR SALE AND PURCHASE OF ASSETS BETWEEN THE B.F.GOODRICH COMPANY ("Seller") AND PMD GROUP INC. ("Buyer")Agreement • May 29th, 2001 • Noveon Inc • New York
EXECUTION COPY FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 31, 2002, is by and among Noveon International, Inc. (formerly known as PMD Group Holdings Inc.) ("Holdings"), Noveon,...Credit Agreement • February 28th, 2003 • Noveon Inc • Adhesives & sealants • New York
EXHIBIT 10.8 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 9, 2001 by and among PMD Group Holdings Inc., a Delaware corporation ("Holdings"), PMD Group Inc., a Delaware corporation (the "Company"), and Steven J. Demetriou (the...Employment Agreement • May 29th, 2001 • Noveon Inc • Ohio
OFLimited Liability Company Operating Agreement • May 29th, 2001 • Noveon Inc • Delaware
EXECUTION COPY TAX SHARING AGREEMENT THIS AGREEMENT, dated as of February 28, 2001, is by and between PMD Group Holdings Inc, a Delaware corporation ("Parent"), and PMD Group Inc., a Delaware corporation ("Corp."). W I T N E S S E T H: - - - - - - - -...Tax Sharing Agreement • May 29th, 2001 • Noveon Inc • New York
WITNESSETH:Transition Services Agreement • May 29th, 2001 • Noveon Inc • New York
Exhibit 10.2 MANAGEMENT AGREEMENT AGREEMENT made as of February 5, 2001 by and between PMD GROUP IINC., a Delaware corporation (the "Corporation"), and DB Capital/PMD Investors, LLC., a Delaware limited liability company ("DB"). WHEREAS, DB rendered...Management Agreement • May 29th, 2001 • Noveon Inc • New York
EXHIBIT 10.3 MANAGEMENT AGREEMENT AGREEMENT made as of February 5, 2001 by and between PMD GROUP INC., a Delaware corporation (the "Corporation"), and AEA INVESTORS INC., a Delaware corporation ("AEA"). WHEREAS, AEA rendered certain investment banking...Management Agreement • May 29th, 2001 • Noveon Inc • New York
EXHIBIT 10.1 MANAGEMENT AGREEMENT AGREEMENT made as of February 5, 2001 by and between PMD GROUP INC., a Delaware corporation (the "CORPORATION") and DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership ("DLJMB"). WHEREAS, DLJMB...Management Agreement • May 29th, 2001 • Noveon Inc • New York
Recitals --------Security Agreement • February 28th, 2003 • Noveon Inc • Adhesives & sealants • New York
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • March 25th, 2004 • Noveon Inc • Adhesives & sealants • New York
THIS SETTLEMENT AGREEMENT AND RELEASE (this "Agreement") dated this 28th day of June, 2002 is entered into by and between Goodrich Corporation ("Goodrich"), a New York corporation; and Noveon, Inc. (f/k/a PMD Group, Inc.) ("Noveon"), a Delaware corporation. All capitalized terms used herein and not otherwise defined herein shall have the same definitions as in the Agreement for Sale and Purchase of Assets between Goodrich and Noveon dated November 28, 2000 (the "Asset Purchase Agreement"). Goodrich and Noveon are referred to herein collectively as the "Parties" and individually as a "Party".
EMPLOYMENT CONTRACTNoveon Inc • February 23rd, 2004 • Adhesives & sealants
Noveon Sales Holland B.V. (the "Company"), whose registered office is in Farmsum (Oosterhorn 4), and an indirect subsidiary of Noveon, Inc (the "Parent Company") for these presents lawfully represented by P. Poty, and
EXECUTION COPY] SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 10, 2003, is by and among Noveon International, Inc. (formerly known as PMD Group Holdings Inc.) ("Holdings"), Noveon,...Credit Agreement • July 25th, 2003 • Noveon Inc • Adhesives & sealants • New York
ASSIGNMENT THIS ASSIGNMENT, effective as of November 30, 2001, by Noveon Holdings, Inc., a Delaware corporation ("Assignor"), to Noveon, Inc., a Delaware corporation ("Assignee"). WHEREAS, Assignor is the holder of a promissory note dated November 30,...Noveon Inc • February 28th, 2003 • Adhesives & sealants
AMENDED AND RESTATED MANAGEMENT AGREEMENT ----------------------------------------- AMENDED AND RESTATED AGREEMENT (this "Agreement") made as of June 26, 2001 by and between NOVEON, INC., a Delaware corporation (the "CORPORATION") and DLJ Merchant...Management Agreement • April 1st, 2002 • Noveon Inc • Adhesives & sealants • New York
