INTERCREDITOR AGREEMENTIntercreditor Agreement • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of December 5, 2005, and entered into by and among Day International, Inc. (the “Company”), Goldman Sachs Credit Partners L.P. (“GSCP”), in its capacity as collateral agent for the First Lien Obligations (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and The Bank of New York (“BNY”), in its capacity as collateral agent for the Second Lien Obligations (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
CREDIT AND GUARANTY AGREEMENT dated as of December 5, 2005 among DAY INTERNATIONAL, INC., as Borrower, DAY INTERNATIONAL GROUP, INC. CERTAIN SUBSIDIARIES OF DAY INTERNATIONAL, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P.,...Credit and Guaranty Agreement • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 5, 2005, is entered into by and among DAY INTERNATIONAL, INC., a Delaware corporation (“the Company”), DAY INTERNATIONAL GROUP, INC., a Delaware corporation (“Holdings”) and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, Sole Book Runner, and as Sole Syndication Agent (in such capacities, “Syndication Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), and JPMORGAN CHASE BANK (“JPM”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Joint Documentation Agents (in such capacity, “Documentation Agents”).
CREDIT AND GUARANTY AGREEMENT dated as of December 5, 2005 among DAY INTERNATIONAL, INC., as Borrower, DAY INTERNATIONAL GROUP, INC. CERTAIN SUBSIDIARIES OF DAY INTERNATIONAL, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P.,...Credit and Guaranty Agreement • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 5, 2005, is entered into by and among DAY INTERNATIONAL, INC., a Delaware corporation (“the Company”), DAY INTERNATIONAL GROUP, INC., a Delaware corporation (“Holdings”) and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Sole Lead Arranger, Sole Book Runner, and as Sole Syndication Agent (in such capacities, “Syndication Agent”) and THE BANK OF NEW YORK (“BNY”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).
SECOND LIEN PLEDGE AND SECURITY AGREEMENT by and between DAY INTERNATIONAL, INC. DAY INTERNATIONAL GROUP, INC. VARN INTERNATIONAL, INC. DAY INTERNATIONAL FINANCE, INC. NETWORK DISTRIBUTION INTERNATIONAL NETWORK DISTRIBUTION INTERNATIONAL, INC. as...Second Lien Pledge and Security Agreement • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 5, 2005, is made by and between DAY INTERNATIONAL, INC., a Delaware corporation (the “Company”), DAY INTERNATIONAL GROUP, INC., a Delaware corporation (“Holdings”) and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors (described below) (each of the Guarantors, the Company and Holdings are referred to hereinafter individually as a “Grantor”, and collectively as the “Grantors”), and THE BANK OF NEW YORK, as collateral agent for the Secured Parties described below (together with its successors, designees and permitted assigns in such capacity, the “Collateral Agent”).
Day International Group, Inc. Day International, Inc. To The Bank of New York Trustee SUPPLEMENTAL INDENTURE Dated as of December 2, 2005Supplemental Indenture • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • New York
SUPPLEMENTAL INDENTURE dated as of December 2, 2005 (this “Supplemental Indenture”), by and between Day International Group, Inc., a corporation duly organized and existing under the laws of the state of Delaware (the “Company”), Day International, Inc., a corporation duly organized and existing under the laws of the state of Delaware (“Day”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
FIRST LIEN PLEDGE AND SECURITY AGREEMENT by and between DAY INTERNATIONAL, INC. DAY INTERNATIONAL GROUP, INC. VARN INTERNATIONAL, INC. DAY INTERNATIONAL FINANCE, INC. NETWORK DISTRIBUTION INTERNATIONAL NETWORK DISTRIBUTION INTERNATIONAL, INC. as...First Lien Pledge and Security Agreement • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 5, 2005, is made by and between DAY INTERNATIONAL, INC., a Delaware corporation (the “Company”), DAY INTERNATIONAL GROUP, INC., a Delaware corporation (“Holdings”) and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors (described below) (each of the Guarantors, the Company and Holdings are referred to hereinafter individually as a “Grantor”, and collectively as the “Grantors”), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as collateral agent for the Secured Parties described below (together with its successors, designees and permitted assigns in such capacity, the “Collateral Agent”).
AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • December 8th, 2005 • Day International Group Inc • Fabricated rubber products, nec • Delaware
This Amendment (the “Amendment”), dated as of December 2, 2005 is made and entered into pursuant to Section 16 of the Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), dated as of October 19, 1999 among Day International Group, Inc. (the “Company”), Greenwich IV LLC (“Greenwich”), SGC Partners I LLC (“SG”), the holders of Company Preference Stock signatory thereto (“Preference Holders”), and the Employee Stockholders signatory thereto (together with Greenwich, SG and the Preference Holders, the “Stockholders”). Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Stockholders Agreement.
