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Assumption Agreement
Assumption Agreement (6K)
Doc #969091: Click preview link for longer preview.
ASSUMPTION AGREEMENT
Assumption Agreement
Exhibit 4.2
ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc., a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (as hereinafter . . .
969091
|
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – Assumption Agreement
Exhibit 4.2
ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc. , a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks
_____________
DEL LABORATORIES, INC. – their
respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1463220
;
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – Assumption Agreement
Exhibit 4.2
ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc. , a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks
_____________
DEL LABORATORIES, INC. – their
respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1491656
;
 Deutsche Bank
As referenced in this Assumption Agreement:
Deutsche Bank Securities Inc – the Administrative Agent, J.P. Morgan
Securities, Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc ., as documentation agent and as co-agent; and
WHEREAS, pursuant to the Credit Agreement, Assignee desires to accept and
assume all of the obligations and liabilities of Assignor under
_____________
dt 1376400
;
|
J.P. Morgan
As referenced in this Assumption Agreement:
J.P. Morgan
Securities, Inc – January 27, 2005 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Assignor, DLI Holding II Corp., the Lenders, the Administrative Agent, J.P. Morgan
Securities, Inc . and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc., as documentation agent
_____________
dt 1493018
;
JPMorgan Chase
As referenced in this Assumption Agreement:
JPMorgan Chase Bank, – 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation
(“Assignor”), and Del Laboratories, Inc., a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the banks and other financial institutions (the “Lenders”) from time to time parties
_____________
JPMORGAN CHASE BANK, – E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the Credit Agreement
By:
/s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President
_____________
dt 1405880
|
| Preview
Subscribers | 2005 |
Assumption Agreement
Assumption Agreement (6K)
Doc #1989220: Click preview link for longer preview.
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this �Agreement�), between DLI Acquisition Corp., a Delaware corporation (�Assignor�), and Del Laboratories, Inc., a Delaware corporation (�Assignee�), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the �Administrative Agent�) for the banks and other financial institutions (the �Lenders�) from time to time parties to the Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, . . .
1989220
|
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – 2 15 dex42.htm ASSUMPTION AGREEMENT
Exhibit 4.2
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this Agreement), between DLI Acquisition Corp., a Delaware corporation (Assignor), and Del Laboratories, Inc. , a Delaware corporation (Assignee), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions (
_____________
DEL LABORATORIES, INC. – their respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1463236
;
Del Labs
As referenced in this Assumption Agreement:
Del Laboratories, Inc. – 2 15 dex42.htm ASSUMPTION AGREEMENT
Exhibit 4.2
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this Agreement), between DLI Acquisition Corp., a Delaware corporation (Assignor), and Del Laboratories, Inc. , a Delaware corporation (Assignee), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions (
_____________
DEL LABORATORIES, INC. – their respective proper and duly authorized officers as of the day and year first above written.
DLI ACQUISITION CORP.
By:
/s/ Philip E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the
_____________
dt 1491672
;
|
Deutsche Bank
As referenced in this Assumption Agreement:
Deutsche Bank Securities Inc – the Administrative Agent, J.P. Morgan Securities, Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc ., as documentation agent and as co-agent; and
WHEREAS, pursuant to the Credit Agreement, Assignee desires to accept and assume all of the obligations and liabilities of Assignor under
_____________
dt 1378729
;
J.P. Morgan
As referenced in this Assumption Agreement:
J.P. Morgan Securities, Inc – as of January 27, 2005 (as amended, supplemented, waived or otherwise modified from time to time, the Credit Agreement), among Assignor, DLI Holding II Corp., the Lenders, the Administrative Agent, J.P. Morgan Securities, Inc . and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners, Bear Stearns Corporate Lending Inc., as syndication agent, and Deutsche Bank Securities Inc., as documentation agent
_____________
dt 1496637
;
JPMorgan Chase
As referenced in this Assumption Agreement:
JPMorgan Chase Bank, – ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this Agreement), between DLI Acquisition Corp., a Delaware corporation (Assignor), and Del Laboratories, Inc., a Delaware corporation (Assignee), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks and other financial institutions (the Lenders) from time to time parties to the Credit Agreement (
_____________
JPMORGAN CHASE BANK, – E. Berney
Name:
Philip E. Berney
Title:
President
DEL LABORATORIES, INC.
By:
/s/ Enzo J. Vialardi
Name:
Enzo J. Vialardi
Title:
Executive Vice President and Chief Financial Officer
Consented to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent under the Credit Agreement
By:
/s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President
_____________
dt 1409019
|
| Preview
Subscribers | 2005 |
Bylaws
Bylaws (72K)
Doc #969082: Click preview link for longer preview.
BY-LAWS OF DEL PROFESSIONAL PRODUCTS, INC.
By-Laws of Del Professional Products, Inc.
Exhibit 3.12
DEL PROFESSIONAL PRODUCTS, INC. BY-LAWS
As Adopted on March 22, 2004
Table of Contents
Section
Page
ARTICLE I
STOCKHOLDERS
1
Section 1.01.
Annual Meetings
1
Section 1.02.
Special Meetings
1
Section 1.03.
Notice of Meetings; . . .
969082
|
Del Labs
As referenced in this Bylaws:
Del Laboratories, Inc. – not, and shall not authorize, empower or direct any officer of the corporation to, take any of the following actions without first obtaining the
affirmative vote or the consent of Del Laboratories, Inc. , a Delaware corporation and the sole stockholder of the corporation (“Del Labs”): (a) increase the authorized share capital of the corporation;
4
(b) issue any Common Stock
_____________
dt 1463218
;
|
Del Labs
As referenced in this Bylaws:
Del Laboratories, Inc. – not, and shall not authorize, empower or direct any officer of the corporation to, take any of the following actions without first obtaining the
affirmative vote or the consent of Del Laboratories, Inc. , a Delaware corporation and the sole stockholder of the corporation (“Del Labs”): (a) increase the authorized share capital of the corporation;
4
(b) issue any Common Stock
_____________
dt 1491654
|
| Preview
Subscribers | 2005 |
Bylaws
Bylaws (72K)
Doc #1989207: Click preview link for longer preview.
DEL PROFESSIONAL PRODUCTS, INC.
BY-LAWS
As Adopted on March 22, 2004
Table of Contents
Section
Page
ARTICLE I
STOCKHOLDERS
1
Section 1.01.
Annual Meetings
1
Section 1.02.
Special Meetings
1
Section 1.03.
Notice of Meetings; Waiver
1
. . .
1989207
|
Del Labs
As referenced in this Bylaws:
Del Laboratories, Inc. – not, and shall not authorize, empower or direct any officer of the corporation to, take any of the following actions without first obtaining the affirmative vote or the consent of Del Laboratories, Inc. , a Delaware corporation and the sole stockholder of the corporation (Del Labs):
(a) increase the authorized share capital of the corporation;
4
(b) issue any Common Stock or any
_____________
dt 1463234
;
Del Labs
As referenced in this Bylaws:
Del Laboratories, Inc. – not, and shall not authorize, empower or direct any officer of the corporation to, take any of the following actions without first obtaining the affirmative vote or the consent of Del Laboratories, Inc. , a Delaware corporation and the sole stockholder of the corporation (Del Labs):
(a) increase the authorized share capital of the corporation;
4
(b) issue any Common Stock or any
_____________
dt 1491670
;
| |
| Preview
Subscribers | 2003 |
Change in Control Agreement
Change in Control Agreement (20K)
Doc #166450: Click preview link for longer preview.
CHANGE IN CONTROL
AGREEMENT
THIS AGREEMENT, dated as of April 16, 2002 between Del Laboratories, Inc.,
a Delaware corporation (the "COMPANY"), and Charles J. Hinkaty ("EXECUTIVE").
--------- -----------
BACKGROUND:
In consideration of the future service to be provided by Executive to the
Company and the mutual covenants hereinafter set forth, the Company and
Executive (individually a "PARTY" and together the "PARTIES") intending to be
legally bound agree as follows:
1. DEFINITIONS.
(a) "BASE COMPENSATION" shall mean Executive's annual base compensation
payable by the Company.
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "CAUSE" shall have the meaning set forth in Section 16(b) of the
Employment Agreement.
(d) "CHANGE IN CONTROL" shall mean the occurrence of any one of the
following events:
(i) individuals who, as of the beginning of any twenty-four month period,
constitute the Board (the "INCUMBENT BOARD") cease for any reason to constitute
at least a majority of the Board, provided that any individual becoming a
director subsequent to the beginning of such period whose election or nomination
for election was approved by a vote of at least 75% of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of members of the Board;
(ii) at any time prior to the expiration or termination of this Agreement,
voting power representing more than 50% of the Company's outstanding common
stock shall be acquired, directly or indirectly, by any individual, corporation
or group, other than persons who are members of the Board of Directors at the
date hereof or who succeed to the ownership of securities of the Company of any
such members of the Board as executor, administrator, heir or intestate
distributee of such persons. "Group" shall mean persons who act in concert as
described in Section 14(d)(2) of the Securities Exchange Act of 1934, as
amended. "Change in control" shall not include increases in the percentage of
voting power of persons who beneficially own or control stock on the date of
this Agreement which occur solely as a result of a reduction in the amount of
stock outstanding;
166450
|
Del Labs
As referenced in this Change in Control Agreement:
Del Laboratories, Inc. – 10.21
{SEQUENCE}12
{FILENAME}exhibit10-21.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT
{TEXT}
EXHIBIT 10.21
CHANGE IN CONTROL
AGREEMENT
THIS AGREEMENT, dated as of April 16, 2002 between Del Laboratories, Inc. ,
a Delaware corporation (the "COMPANY"), and Charles J. Hinkaty ("EXECUTIVE").
--------- -----------
BACKGROUND:
In consideration of the future service to be provided by Executive to the
Company and the mutual covenants
_____________
Del Laboratories, Inc. – duly addressed to
the Party concerned at the address indicated below or to such changed address as
such Party may subsequently give notice of:
6
{PAGE}
If to the Company:
Del Laboratories, Inc.
178 EAB Plaza
Uniondale, NY 11560
Attention: Dan K. Wassong
If to Executive:
Charles J. Hinkaty
250 Southdown Road
Lloyd Harbor, NY 11743
14. HEADINGS. The headings of the
_____________
DEL LABORATORIES, INC. – Agreement and
shall not be deemed to limit or affect any of the provisions hereof.
IN WITNESS WHEREOF, the undersigned have executed the Agreement as of
the date first above.
DEL LABORATORIES, INC.
By: /s/ Dan K. Wassong
---------------------------
Dan K. Wassong
Chairman, President
and Chief Executive Officer
/s/ Charles J. Hinkaty
----------------------
CHARLES J. HINKATY
7
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1463208
;
Del Labs
As referenced in this Change in Control Agreement:
Del Laboratories, Inc. – 10.21
{SEQUENCE}12
{FILENAME}exhibit10-21.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT
{TEXT}
EXHIBIT 10.21
CHANGE IN CONTROL
AGREEMENT
THIS AGREEMENT, dated as of April 16, 2002 between Del Laboratories, Inc. ,
a Delaware corporation (the "COMPANY"), and Charles J. Hinkaty ("EXECUTIVE").
--------- -----------
BACKGROUND:
In consideration of the future service to be provided by Executive to the
Company and the mutual covenants
_____________
Del Laboratories, Inc. – duly addressed to
the Party concerned at the address indicated below or to such changed address as
such Party may subsequently give notice of:
6
{PAGE}
If to the Company:
Del Laboratories, Inc.
178 EAB Plaza
Uniondale, NY 11560
Attention: Dan K. Wassong
If to Executive:
Charles J. Hinkaty
250 Southdown Road
Lloyd Harbor, NY 11743
14. HEADINGS. The headings of the
_____________
DEL LABORATORIES, INC. – Agreement and
shall not be deemed to limit or affect any of the provisions hereof.
IN WITNESS WHEREOF, the undersigned have executed the Agreement as of
the date first above.
DEL LABORATORIES, INC.
By: /s/ Dan K. Wassong
---------------------------
Dan K. Wassong
Chairman, President
and Chief Executive Officer
/s/ Charles J. Hinkaty
----------------------
CHARLES J. HINKATY
7
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1491644
;
| Charles J. Hinkaty
|
| Subscribers | 2007 |
Code of Ethics
Code of Ethics (4K)
Doc #2840502: This document is immediately available for purchase, but does not have a preview available for viewing.
2840502
| | |
| Preview
Subscribers | 2005 |
Collateral Agency Agreement
Collateral Agency Agreement (64K)
Doc #968965: Click preview link for longer preview.
COLLATERAL AGENCY AGREEMENT
Collateral Agency Agreement
Exhibit 10.3
COLLATERAL AGENCY AGREEMENT dated as of
October 28, 2005 among DEL LABORATORIES, INC., the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE 1. . . .
968965
|
Del Labs
As referenced in this Collateral Agency Agreement:
DEL LABORATORIES, INC. –
Collateral Agency Agreement
Exhibit 10.3 COLLATERAL AGENCY AGREEMENT dated as of
October 28, 2005 among DEL LABORATORIES, INC. , the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent
TABLE
_____________
Del Laboratories, Inc. – trustee under the Indenture identified below, Wells Fargo Bank, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the
“Collateral Agent”), and Del Laboratories, Inc. , a Delaware corporation (the “Company”) and the other Grantors from time to time party hereto. Recitals Pursuant to an Indenture dated as of October 28, 2005 (the &#
_____________
Del Laboratories, Inc. – Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457
Facsimile No.: (860) 704-6219
Attention: Joseph P. O’Donnell
If to the Company or any other Grantor:
Del Laboratories, Inc.
178 EAB Plaza
P.O. Box 9357
Uniondale, NY 11553-9357
Attention: Chief Financial Officer
Telecopy: (631) 293-1515
Telephone: (516) 844-2020
with a copy to:
Debevoise &
_____________
DEL LABORATORIES, INC. – IN WITNESS WHEREOF, the parties hereto have caused this Collateral Agency Agreement to be executed by
their respective officers or representatives as of the day and year first above written.
DEL LABORATORIES, INC.
By:
Title:
DEL PHARMACEUTICALS, INC.
By:
Title:
DEL PROFESSIONAL PRODUCTS, INC.
By:
Title:
ROYCE & RADER, INC.
By:
Title:
565 BROAD HOLLOW REALTY CORP.
By:
Title:
PARFUMS SCHIAPARELLI, INC.
_____________
Del Laboratories, Inc. – Agency Agreement dated as of October [ ], 2005 among Wells Fargo Bank, N.A., as Trustee under the Indenture referred to therein, Wells Fargo Bank, N.A., as
Collateral Agent, and Del Laboratories, Inc. and other Grantors from time to time party thereto (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency
_____________
dt 1463212
;
Del Labs
As referenced in this Collateral Agency Agreement:
DEL LABORATORIES, INC. –
Collateral Agency Agreement
Exhibit 10.3 COLLATERAL AGENCY AGREEMENT dated as of
October 28, 2005 among DEL LABORATORIES, INC. , the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent
TABLE
_____________
Del Laboratories, Inc. – trustee under the Indenture identified below, Wells Fargo Bank, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the
“Collateral Agent”), and Del Laboratories, Inc. , a Delaware corporation (the “Company”) and the other Grantors from time to time party hereto. Recitals Pursuant to an Indenture dated as of October 28, 2005 (the &#
_____________
Del Laboratories, Inc. – Corporate Trust Services
213 Court Street, Suite 703
Middletown, CT 06457
Facsimile No.: (860) 704-6219
Attention: Joseph P. O’Donnell
If to the Company or any other Grantor:
Del Laboratories, Inc.
178 EAB Plaza
P.O. Box 9357
Uniondale, NY 11553-9357
Attention: Chief Financial Officer
Telecopy: (631) 293-1515
Telephone: (516) 844-2020
with a copy to:
Debevoise &
_____________
DEL LABORATORIES, INC. – IN WITNESS WHEREOF, the parties hereto have caused this Collateral Agency Agreement to be executed by
their respective officers or representatives as of the day and year first above written.
DEL LABORATORIES, INC.
By:
Title:
DEL PHARMACEUTICALS, INC.
By:
Title:
DEL PROFESSIONAL PRODUCTS, INC.
By:
Title:
ROYCE & RADER, INC.
By:
Title:
565 BROAD HOLLOW REALTY CORP.
By:
Title:
PARFUMS SCHIAPARELLI, INC.
_____________
Del Laboratories, Inc. – Agency Agreement dated as of October [ ], 2005 among Wells Fargo Bank, N.A., as Trustee under the Indenture referred to therein, Wells Fargo Bank, N.A., as
Collateral Agent, and Del Laboratories, Inc. and other Grantors from time to time party thereto (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency
_____________
dt 1491648
;
|
JPMorgan Chase
As referenced in this Collateral Agency Agreement:
JPMorgan Chase Bank, – Section 5.7(a).
3
“Indenture”: as defined in the recitals. “Intercreditor Agreement”: the Intercreditor
Agreement dated as of October 28, 2005 among the Collateral Agent, JPMorgan Chase Bank, N.A., in its capacity as Credit Agreement Agent under the Credit Agreement, and the Grantors party to this Agreement on the date hereof. “Note Lien Debt Default&#
_____________
dt 1405876
;
Wells Fargo Bank
As referenced in this Collateral Agency Agreement:
WELLS FARGO BANK, N –
Collateral Agency Agreement
Exhibit 10.3 COLLATERAL AGENCY AGREEMENT dated as of
October 28, 2005 among DEL LABORATORIES, INC., the other Grantors from time to time party hereto, WELLS FARGO BANK, N ATIONAL ASSOCIATION as Trustee under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
1
SECTION 1.1
_____________
WELLS FARGO BANK, N – dated as of
October 28, 2005 among DEL LABORATORIES, INC., the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee under the Indenture and WELLS FARGO BANK, N ATIONAL ASSOCIATION as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
1
SECTION 1.1
Terms Defined in the Indenture
1
SECTION 1.2
Defined Terms
_____________
Wells Fargo Bank, N – 150; Form of Collateral Agency Joinder
ii
COLLATERAL AGENCY AGREEMENT This Collateral Agency Agreement (this “Agreement”) dated as of October 28, 2005
is entered into by and among Wells Fargo Bank, N ational Association, as trustee under the Indenture identified below, Wells Fargo Bank, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the
“Collateral
_____________
Wells Fargo Bank, N – Agency Agreement (this “Agreement”) dated as of October 28, 2005
is entered into by and among Wells Fargo Bank, National Association, as trustee under the Indenture identified below, Wells Fargo Bank, N ational Association, as collateral agent (in such capacity, together with its successors in such capacity, the
“Collateral Agent”), and Del Laboratories, Inc., a Delaware corporation (the “Company&#
_____________
Wells Fargo Bank, N – time party hereto. Recitals Pursuant to an Indenture dated as of October 28, 2005 (the “Indenture”) among the
Company, the Grantors party hereto on the date hereof and Wells Fargo Bank, N ational Association, as trustee (in such capacity, together with its successors in such capacity, the “Trustee”), the Company intends
to issue, and such Grantors will guarantee, the Company&#
_____________
dt 1433144
|
| Preview
Subscribers | 2005 |
Collateral Agreement
Collateral Agreement (92K)
Doc #968975: Click preview link for longer preview.
COLLATERAL AGREEMENT
Collateral Agreement
Exhibit 10.4 COLLATERAL AGREEMENT made by DEL LABORATORIES, INC. and certain of its Subsidiaries
in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of October 28, 2005
TABLE OF CONTENTS
Page
SECTION 1. DEFINED TERMS
1
1.1.
Definitions
1
1.2.
Other Definitional Provisions
6
SECTION 2. GRANT OF SECURITY . . .
968975
|
Del Labs
As referenced in this Collateral Agreement:
DEL LABORATORIES, INC. –
Collateral Agreement
Exhibit 10.4 COLLATERAL AGREEMENT made by DEL LABORATORIES, INC. and certain of its Subsidiaries
in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of October 28, 2005
TABLE OF CONTENTS
Page
SECTION 1. DEFINED
_____________
Del Laboratories, Inc. – Form of Assumption Agreement
Annex II
Form of Acknowledgement and Consent
Annex III
Form of Intellectual Property Security Agreement
ii
COLLATERAL AGREEMENT, dated as of October 28, 2005, made by Del Laboratories, Inc. (the
“Company”), each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors” and,
_____________
DEL LABORATORIES, INC. – FOR ANY COUNTERCLAIM THEREIN.
22
IN WITNESS WHEREOF, each of the undersigned has caused this Collateral Agreement to be duly executed and
delivered as of the date first above written.
DEL LABORATORIES, INC.
By:
Title:
DEL PHARMACEUTICALS, INC.
By:
Title:
DEL PROFESSIONAL PRODUCTS, INC.
By:
Title:
ROYCE & RADER, INC.
By:
Title:
565 BROAD HOLLOW REALTY CORP.
By:
Title:
PARFUMS SCHIAPARELLI, INC.
_____________
Del Laboratories, Inc. – Agent”) for the Trustee party to the Indenture referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Indenture. RECITALS A. Del Laboratories, Inc. , the guarantors party thereto and Wells Fargo Bank, National Association., as trustee (in such
capacity and together with its successors in such capacity, the “Trustee”) have entered
_____________
Del Laboratories, Inc. – entered into a Indenture, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time, the
“Indenture”); B. In connection with the
Indenture, Del Laboratories, Inc. , and certain of its Affiliates (other than the Additional Grantor) have entered into the Collateral Agreement, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from
_____________
dt 1463213
;
Del Labs
As referenced in this Collateral Agreement:
DEL LABORATORIES, INC. –
Collateral Agreement
Exhibit 10.4 COLLATERAL AGREEMENT made by DEL LABORATORIES, INC. and certain of its Subsidiaries
in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of October 28, 2005
TABLE OF CONTENTS
Page
SECTION 1. DEFINED
_____________
Del Laboratories, Inc. – Form of Assumption Agreement
Annex II
Form of Acknowledgement and Consent
Annex III
Form of Intellectual Property Security Agreement
ii
COLLATERAL AGREEMENT, dated as of October 28, 2005, made by Del Laboratories, Inc. (the
“Company”), each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors” and,
_____________
DEL LABORATORIES, INC. – FOR ANY COUNTERCLAIM THEREIN.
22
IN WITNESS WHEREOF, each of the undersigned has caused this Collateral Agreement to be duly executed and
delivered as of the date first above written.
DEL LABORATORIES, INC.
By:
Title:
DEL PHARMACEUTICALS, INC.
By:
Title:
DEL PROFESSIONAL PRODUCTS, INC.
By:
Title:
ROYCE & RADER, INC.
By:
Title:
565 BROAD HOLLOW REALTY CORP.
By:
Title:
PARFUMS SCHIAPARELLI, INC.
_____________
Del Laboratories, Inc. – Agent”) for the Trustee party to the Indenture referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Indenture. RECITALS A. Del Laboratories, Inc. , the guarantors party thereto and Wells Fargo Bank, National Association., as trustee (in such
capacity and together with its successors in such capacity, the “Trustee”) have entered
_____________
Del Laboratories, Inc. – entered into a Indenture, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time, the
“Indenture”); B. In connection with the
Indenture, Del Laboratories, Inc. , and certain of its Affiliates (other than the Additional Grantor) have entered into the Collateral Agreement, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from
_____________
dt 1491649
;
|
Wells Fargo Bank
As referenced in this Collateral Agreement:
WELLS FARGO BANK, N –
Collateral Agreement
Exhibit 10.4 COLLATERAL AGREEMENT made by DEL LABORATORIES, INC. and certain of its Subsidiaries
in favor of WELLS FARGO BANK, N ATIONAL ASSOCIATION as Collateral Agent Dated as of October 28, 2005
TABLE OF CONTENTS
Page
SECTION 1. DEFINED TERMS
1
1.1.
Definitions
1
1.2.
Other Definitional Provisions
6
_____________
Wells Fargo Bank, N – become a party hereto as provided herein, the “Guarantors” and, together with the Company, individually, a
“Grantor” and collectively, the “Grantors”), in favor of Wells Fargo Bank, N ational Association., a national banking association, in its capacity as Collateral Agent under the Collateral Agency Agreement dated as of
October 28, 2005 (as the same may be amended, modified,
_____________
Wells Fargo Bank, N – Collateral Agency Agreement dated as of
October 28, 2005 (as the same may be amended, modified, supplemented or restated hereafter, the “Collateral Agency Agreement”) among the Collateral Agent, Wells Fargo Bank, N .A., as trustee under the Indenture referred to
below, and the Grantors (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the
_____________
Wells Fargo Bank, N – Indenture dated as of even date herewith (as the
same may be amended, modified, supplemented or restated hereafter, the “Indenture”) among the Company, the guarantors party thereto and Wells Fargo Bank, N ational Association, as trustee (in such capacity, together with its
successors in such capacity, the “Trustee”), the Company has issued $185,000,000 in aggregate principal amount of
_____________
WELLS FARGO BANK, N – PHARMACEUTICALS, INC.
By:
Title:
DEL PROFESSIONAL PRODUCTS, INC.
By:
Title:
ROYCE & RADER, INC.
By:
Title:
565 BROAD HOLLOW REALTY CORP.
By:
Title:
PARFUMS SCHIAPARELLI, INC.
By:
Title:
COLLATERAL AGENT:
WELLS FARGO BANK, N .A.
By:
Title:
23
Schedule 1
NOTICE ADDRESSES OF GUARANTORS
1
Schedule 2
DESCRIPTION OF INVESTMENT PROPERTY
Issuer
Class of Stock
Stock Certificate No.
No. of
Shares
Issuer
Payee
_____________
dt 1433145
|
| Preview
Subscribers | 2004 |
Commitment Letter
Commitment Letter (34K)
Doc #1773537: Click preview link for longer preview.
BEAR, STEARNS & CO. INC. BEAR STEARNS CORPORATE
383 Madison Avenue LENDING INC.
New York, New York 10179 383 Madison Avenue
New York, New York 10179
J.P. MORGAN SECURITIES INC. JPMORGAN CHASE BANK
270 Park Avenue 270 Park Avenue
New York, New York 10017 New York, New York 10017
DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK AG
. . .
1773537
|
Del Labs
As referenced in this Commitment Letter:
Del Laboratories,
Inc. – single purpose holding company that owns or will own all of the outstanding
equity interests in AcquisitionCo (the
{PAGE}
Page 2
"Parent"), and intend to merge AcquisitionCo with and into Del Laboratories,
Inc. (the "Target") in order to acquire the Target (the "Acquisition") through a
merger upon a public proxy solicitation at a merger consideration of $35.00 per
share and for
_____________
dt 1613331
;
Del Labs
As referenced in this Commitment Letter:
Del Laboratories,
Inc. – single purpose holding company that owns or will own all of the outstanding
equity interests in AcquisitionCo (the
{PAGE}
Page 2
"Parent"), and intend to merge AcquisitionCo with and into Del Laboratories,
Inc. (the "Target") in order to acquire the Target (the "Acquisition") through a
merger upon a public proxy solicitation at a merger consideration of $35.00 per
share and for
_____________
dt 1618714
;
Bear, Stearns
As referenced in this Commitment Letter:
BEAR, STEARNS & CO – {DOCUMENT}
{TYPE}EX-3
{SEQUENCE}3
{FILENAME}b332980_ex3.txt
{DESCRIPTION}SENIOR CREDIT FACILITIES COMMITMENT LETTER
{TEXT}
{PAGE}
EXHIBIT 3
BEAR, STEARNS & CO . INC. BEAR STEARNS CORPORATE
383 Madison Avenue LENDING INC.
New York, New York 10179 383 Madison Avenue
New York, New York 10179
J.P. MORGAN SECURITIES INC. JPMORGAN CHASE
_____________
Bear, Stearns & Co – 320 Park Avenue
New York, NY 10022
Attention: Phil Berney
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, NJ 08543
Attention: Zvi Eiref
Ladies and Gentlemen:
You have advised Bear, Stearns & Co . Inc. ("Bear Stearns"), J.P. Morgan
Securities Inc. ("JPMorgan" and, together with Bear Stearns, the "Lead
Arrangers"), Deutsche Bank Securities Inc. ("Deutsche Bank" and, together with
the Lead Arrangers,
_____________
BEAR, STEARNS & CO – agreements in their entirety (but not in part).
{PAGE}
We are pleased to have been given the opportunity to assist you in
connection with this important financing.
Very truly yours,
BEAR, STEARNS & CO . INC. BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Larry Alletto By: /s/ Larry Alletto
-------------------------------- --------------------------------
Name: Larry Alletto Name: Larry Alletto
Title: Senior Managing Director Title: Vice President
J.P.
_____________
dt 1573055
;
|
Church & Dwight
As referenced in this Commitment Letter:
Church & Dwight Co. – 60 Wall Street
New York, New York 10005
July 1, 2004
Senior Credit Facilities
Commitment Letter
Kelso & Company, L.P.
320 Park Avenue
New York, NY 10022
Attention: Phil Berney
Church & Dwight Co. , Inc.
469 North Harrison Street
Princeton, NJ 08543
Attention: Zvi Eiref
Ladies and Gentlemen:
You have advised Bear, Stearns & Co. Inc. ("Bear Stearns"), J.P. Morgan
Securities Inc. ("JPMorgan"
_____________
Church &
Dwight Co. – Bank ("JPMCB") and Deutsche Bank AG Cayman Islands
Branch ("DBCIB" and, together with Bear Stearns, JPMorgan, Deutsche Bank, BSCL
and JPMCB, the "Commitment Parties") that Kelso & Company, L.P. and Church &
Dwight Co. , Inc. (together with certain of their respective affiliates and
related investors, collectively the "Purchasers"), have formed a new special
purpose entity ("AcquisitionCo") and have formed or will form a
_____________
Church & Dwight Co. – and certain other investors, if any, will contribute
$108.7 million of common equity to the Parent (including not more than $5.0
million in rollover equity, if any), that Church & Dwight Co. , Inc. and/or one
or more of its affiliates (collectively, "C&D") will purchase $30.0 million face
value of preferred PIK equity issued by the Parent and that
_____________
CHURCH & DWIGHT CO. – Director
{PAGE}
Accepted and agreed to
as of the date first
written above by:
KELSO & COMPANY, L.P.
By: /s/ Howard A. Matlin
--------------------------------
Name: Howard A. Matlin
Title: VP & CFO
CHURCH & DWIGHT CO. , INC.
By: /s/ Zvi Eiref
--------------------------------
Name: Zvi Eiref
Title: VP Finance & CFO
{/TEXT}
{/DOCUMENT}
_____________
dt 1633499
;
Church & Dwight
As referenced in this Commitment Letter:
Church & Dwight Co. – 60 Wall Street
New York, New York 10005
July 1, 2004
Senior Credit Facilities
Commitment Letter
Kelso & Company, L.P.
320 Park Avenue
New York, NY 10022
Attention: Phil Berney
Church & Dwight Co. , Inc.
469 North Harrison Street
Princeton, NJ 08543
Attention: Zvi Eiref
Ladies and Gentlemen:
You have advised Bear, Stearns & Co. Inc. ("Bear Stearns"), J.P. Morgan
Securities Inc. ("JPMorgan"
_____________
Church &
Dwight Co. – Bank ("JPMCB") and Deutsche Bank AG Cayman Islands
Branch ("DBCIB" and, together with Bear Stearns, JPMorgan, Deutsche Bank, BSCL
and JPMCB, the "Commitment Parties") that Kelso & Company, L.P. and Church &
Dwight Co. , Inc. (together with certain of their respective affiliates and
related investors, collectively the "Purchasers"), have formed a new special
purpose entity ("AcquisitionCo") and have formed or will form a
_____________
Church & Dwight Co. – and certain other investors, if any, will contribute
$108.7 million of common equity to the Parent (including not more than $5.0
million in rollover equity, if any), that Church & Dwight Co. , Inc. and/or one
or more of its affiliates (collectively, "C&D") will purchase $30.0 million face
value of preferred PIK equity issued by the Parent and that
_____________
CHURCH & DWIGHT CO. – Director
{PAGE}
Accepted and agreed to
as of the date first
written above by:
KELSO & COMPANY, L.P.
By: /s/ Howard A. Matlin
--------------------------------
Name: Howard A. Matlin
Title: VP & CFO
CHURCH & DWIGHT CO. , INC.
By: /s/ Zvi Eiref
--------------------------------
Name: Zvi Eiref
Title: VP Finance & CFO
{/TEXT}
{/DOCUMENT}
_____________
dt 1633501
;
More... |
| Preview
Subscribers | 2004 |
Commitment Letter
Commitment Letter (35K)
Doc #1773538: Click preview link for longer preview.
BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179
J.P. MORGAN SECURITIES INC. 270 Park Avenue
New York, New York 10017
DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York 10005
July 1, 2004
Senior Subordinated Note Financing
. . .
1773538
|
Del Labs
As referenced in this Commitment Letter:
Del Laboratories, Inc. – a newly formed
single purpose holding company that owns or will own all of the outstanding
equity interests in AcquisitionCo (the "Parent"), and intend to merge
AcquisitionCo with and into Del Laboratories, Inc. (the "Target") in order to
acquire the Target (the "Acquisition") through a merger upon a public proxy
solicitation at a merger consideration of $35.00 per share and for
_____________
dt 1613332
;
Del Labs
As referenced in this Commitment Letter:
Del Laboratories, Inc. – a newly formed
single purpose holding company that owns or will own all of the outstanding
equity interests in AcquisitionCo (the "Parent"), and intend to merge
AcquisitionCo with and into Del Laboratories, Inc. (the "Target") in order to
acquire the Target (the "Acquisition") through a merger upon a public proxy
solicitation at a merger consideration of $35.00 per share and for
_____________
dt 1618715
;
Bear, Stearns
As referenced in this Commitment Letter:
BEAR, STEARNS & CO – {DOCUMENT}
{TYPE}EX-4
{SEQUENCE}4
{FILENAME}b332980_ex4.txt
{DESCRIPTION}SNR SUBORDINATED NOTE FINANCING COMMITMENT LETTER
{TEXT}
{PAGE}
EXHIBIT 4
BEAR, STEARNS & CO . INC.
383 Madison Avenue
New York, New York 10179
J.P. MORGAN SECURITIES INC. 270 Park Avenue
New York, New York 10017
DEUTSCHE BANK SECURITIES INC.
60 Wall Street
_____________
Bear, Stearns & Co – 320 Park Avenue
New York, NY 10022
Attention: Phil Berney
Church & Dwight Co., Inc.
469 North Harrison Street
Princeton, NJ 08543
Attention: Zvi Eiref
Ladies and Gentlemen:
You have advised Bear, Stearns & Co . Inc. ("Bear Stearns"), J.P. Morgan
Securities Inc. ("JPMorgan" and, together with Bear Stearns, the "Lead
Arrangers") and Deutsche Bank Securities Inc. ("Deutsche Bank" and, together
with the Lead
_____________
BEAR, STEARNS & CO – agreements in their entirety (but not in part).
{PAGE}
We are pleased to have been given the opportunity to assist you in
connection with this important financing.
Very truly yours,
BEAR, STEARNS & CO . INC.
By: /s/ L |