BORDEN U.S. FINANCE CORP. and BORDEN NOVA SCOTIA FINANCE, ULC $ 150,000,000 Second-Priority Senior Secured Floating Rate Notes Due 2010 $ 325,000,000 9% Second-Priority Senior Secured Notes Due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Borden U.S. Finance Corp., a Delaware corporation, and Borden Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (each, an “Issuer”, and together, the “Issuers”), propose to jointly and severally issue and sell to Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), U.S. $150,000,000 principal amount of their Second-Priority Senior Secured Floating Rate Notes Due 2010 (the “Floating Rate Notes”) and U.S.$325,000,000 principal amount of their 9% Second-Priority Senior Secured Notes Due 2014 (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Initial Securities”) to be unconditionally guaranteed (“the Guarantees”) on a senior secured basis by Borden Chemical, Inc. (the “Parent”) and each of the Parent’s subsidiaries set forth on Schedule B to the Purchase Agreement (t
ContractNon Qualified Stock Option Agreement • February 14th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
WHEREAS, the Company, acting through the Committee (as defined in the Company’s 2004 Stock Incentive Plan (the “Plan”)) with the consent of the Company’s Board of Directors (the “Board”) has granted to the Optionee, effective as of the date of this Agreement, an option under the Plan to purchase a number of shares of Common Stock (as defined in the Plan) on the terms and subject to the conditions set forth in this Agreement and the Plan;
Apollo Management V, L.P. New York, NY 10019Management Consulting Agreement • February 14th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers
Reference is made to the Management Consulting Agreement (the “Management Consulting Agreement”) dated as of August 12, 2004, between Borden Chemical, Inc. (“Borden”) and Apollo Management V, L.P. (“Apollo”). Capitalized terms used in this Letter Agreement and not defined herein shall have the same meanings as such terms have in the Management Consulting Agreement.
