JOINDER AGREEMENTJoinder Agreement • May 15th, 2014 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 4, 2014, is entered into between Archway Sales, LLC, a Delaware limited liability company (the “New Subsidiary”) and BANK OF AMERICA, N.A., as Agent (as defined below) under that certain Credit Agreement dated as of March 31, 2011, among Nexeo Solutions, LLC, a Delaware limited liability company (the “Company”), each domestic subsidiary of the Company from time to time party thereto, Nexeo Solutions Canada Corp., a British Columbia corporation, Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), Nexeo Solutions Sub Holding Corp., a Delaware corporation (“Sub Holdco”), the Lenders parties thereto, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders thereunder (the “Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meani
GUARANTY SUPPLEMENTGuaranty Supplement • May 15th, 2014 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
SUPPLEMENT, dated as of April 4, 2014 (this “Supplement”), to the Guaranty, dated as of March 31, 2011, among NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), the other Guarantors party thereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”).
GRANTOR INTERCREDITOR AGREEMENT JOINDER April 4, 2014Grantor Intercreditor Agreement • May 15th, 2014 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products
The undersigned, Archway Sales, LLC, a Delaware limited liability company, hereby agrees to become party as a Grantor under the ABL Intercreditor Agreement, dated as of March 31, 2011, among Bank of America, N.A., as ABL Agent for the ABL Secured Parties referred to therein; Bank of America, N.A., as Term Loan Agent for the Term Loan Secured Parties referred to therein; Nexeo Solutions, LLC, Nexeo Solutions Holdings, LLC and Nexeo Solutions Sub Holding Corp. (the “ABL Intercreditor Agreement”) for all purposes thereof on the terms set forth therein, and to be bound by the terms of the ABL Intercreditor Agreement as fully as if the undersigned had executed and delivered the ABL Intercreditor Agreement as of the date thereof. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the ABL Intercreditor Agreement
CONSULTING AGREEMENT TERMS Steve SchwarzwaelderConsulting Agreement • May 15th, 2014 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Texas
Consulting Fee: · For providing the Consulting Services, Company shall pay (or cause to be paid) to Consultant an annual consulting fee of $175,000, payable monthly in arrears on the first Business Day of the month. · To the extent determined appropriate by Company, Consultant may receive additional compensation to the extent Consultant serves as a member of the board of directors (or in a similar capacity) of the Company. As of January 1, 2014, compensation for non-executive directors is $100,000 per year.
JOINDER AGREEMENTJoinder Agreement • May 15th, 2014 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 4, 2014, is entered into between Archway Sales, LLC, a Delaware limited liability company, (the “New Subsidiary”), and Bank of America, N.A., as Agent (as defined below), under that certain Credit Agreement, dated as of March 31, 2011, among Nexeo Solutions, LLC, a Delaware limited liability company (the “Company”), each domestic subsidiary of the Company from time to time party thereto, Nexeo Solutions Canada Corp., a British Columbia corporation (the “Canadian Borrower”), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), Nexeo Solutions Sub Holding Corp., a Delaware corporation (“Sub Holdco”), the Lenders parties thereto, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders thereunder (the “Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwis
TPG Capital Management, LPManagement Services Agreement • May 15th, 2014 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products
Reference is made to the Management Services Agreement (as amended, the “Agreement”), dated as of March 31, 2011, by and among Nexeo Solutions, LLC (together with its direct and indirect subsidiaries and any successor, the “Companies”) and TPG Capital Management, L.P. (f/k/a TPG Capital, L.P.) (the “Manager”). Terms used and not defined herein shall have the meanings attributed to them in the Agreement.
