REGISTRATION RIGHTS AGREEMENT by and among Covalence Specialty Materials Corp. Covalence Specialty Adhesives LLC Covalence Specialty Coatings LLC and Banc of America Securities LLC Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner &...Registration Rights Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 16, 2006, by and among Covalence Specialty Materials Corp., a Delaware corporation (the “Company”), Covalence Specialty Adhesives LLC and Covalence Specialty Coatings LLC (collectively, the “Guarantors”), and Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Bear Stearns & Co. Inc. and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the Company’s 10¼% Senior Subordinated Notes due 2016 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EXECUTION VERSION EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 16, 2006, between COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Company”) and GARY POWELL (the “Executive”).Employment Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • Delaware
WHEREAS, pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”) made and entered into as of the 20th day of December, 2005, by and among Tyco Group S.a.r.l., a Luxembourg company (“Seller”), Covalence Specialty Materials Holding Corp. (the “Parent”), an affiliate of Apollo Management V, LP (the “Investor”) and the parent corporation of the Company, and Tyco International Group S.A., a Luxembourg corporation, the Parent will purchase certain entities and assets from the Seller (collectively, the “Transaction”);
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of February 16, 2006, among COVALENCE SPECIALTY MATERIALS CORP., each Subsidiary of the Borrower identified herein, and BANK OF AMERICA, N.A., as Administrative AgentGuarantee and Collateral Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of February 16, 2006 (this “Agreement”), among COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary Party”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined below).
REVOLVING CREDIT AGREEMENT Dated as of May 18, 2006, Among COVALENCE SPECIALTY MATERIALS HOLDING CORP. COVALENCE SPECIALTY MATERIALS CORP. and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO as Borrowers, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as...Revolving Credit Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
This REVOLVING CREDIT AGREEMENT, dated as of May 18, 2006 (this “Agreement”), is among COVALENCE SPECIALTY MATERIALS HOLDING CORP., a Delaware corporation (“Holdings”), COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Company”), certain domestic Subsidiaries of the Company party hereto from time to time, the LENDERS party hereto from time to time, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” and the “Collateral Agent”, respectively) for the Lenders.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 18, 2006, Among COVALENCE SPECIALTY MATERIALS HOLDING CORP. COVALENCE SPECIALTY MATERIALS CORP., as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Collateral Agent and Administrative...Credit Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 18, 2006 (this “Agreement”), among COVALENCE SPECIALTY MATERIALS HOLDING CORP., a Delaware corporation (“Holdings”), COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” and the “Collateral Agent”, respectively) for the Lenders.
LIMITED LIABILITY COMPANY AGREEMENT OF COVALENCE SPECIALTY ADHESIVES LLCLimited Liability Company Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Covalence Specialty Adhesives LLC, dated and effective as of January 26, 2006, is entered into by Covalence Specialty Materials Corporation as the sole member (the “Member”).
AMENDED AND RESTATED FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of May 18, 2006, among COVALENCE SPECIALTY MATERIALS HOLDING CORP. COVALENCE SPECIALTY MATERIALS CORP., each Subsidiary of the Company identified herein, and...Guarantee and Collateral Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
AMENDED AND RESTATED FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated and effective as of May 18, 2006 (this “Agreement”), among COVALENCE SPECIALTY MATERIALS HOLDING CORP., a Delaware corporation (“Holdings”), COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Company”), each Subsidiary of the Company identified herein as a party (each, a “Subsidiary Party”), and BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
SECOND LIEN CREDIT AGREEMENT Dated as of February 16, 2006, Among COVALENCE SPECIALTY MATERIALS CORP., as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, CREDIT SUISSE, as Syndication Agent, MERRILL LYNCH CAPITAL...Credit Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
SECOND LIEN CREDIT AGREEMENT dated as of February 16, 2006 (this “Agreement”), among COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, CREDIT SUISSE, as syndication agent (in such capacity, the “Syndication Agent”), and MERRILL LYNCH CAPITAL CORPORATION and MORGAN STANLEY SENIOR FUNDING, INC., as co-documentation agents (in such capacities, the “Documentation Agents”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • September 27th, 2006 • Covalence Specialty Adhesives LLC • Delaware
This Separation Agreement and General Release is made and entered into as of the 11 day of June, 2006 by and among Terry A. Sutter (hereinafter referred to as the “Executive”) and COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (“CSM”) and for purposes of Section 4 of this Agreement, COVALENCE SPECIALTY MATERIALS HOLDING CORP. (“Holdings”). Capitalized terms used and not defined herein shall have the meaning as provided in the Employment Agreement (as defined below).
ContractManagement Agreement • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
MANAGEMENT AGREEMENT, dated as of February 16, 2006, between COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Company”), COVALENCE SPECIALTY MATERIALS HOLDING CORP., a Delaware corporation (“Holdings”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).
COVALENCE SPECIALTY MATERIALS CORP., as Issuer, and the Guarantors named herein 10¼% Senior Subordinated Notes due 2016Supplemental Indenture • September 27th, 2006 • Covalence Specialty Adhesives LLC • New York
INDENTURE dated as of February 16, 2006 among COVALENCE SPECIALTY MATERIALS CORP., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
