COTY INC. AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO €700,000,000 3.875% SENIOR SECURED NOTES DUE 2026 INDENTURE Dated as of June 16, 2021 DEUTSCHE BANK TRUST COMPANY AMERICAS As Trustee, Registrar and Collateral Agent AND DEUTSCHE BANK AG,...Indenture • June 16th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE dated as of June 16, 2021 among Coty Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Guarantors (as defined herein) from time to time party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee, Registrar and Collateral Agent (each as defined below) and Deutsche Bank AG, London Branch, as Paying Agent (as defined below).
Coty Inc. 33,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 2nd, 2023 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
COTY INC. 50,000,088 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 10th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
KKR Rainbow Aggregator L.P., a Delaware limited partnership (the “Selling Stockholder”), proposes to sell to Morgan Stanley & Co. LLC (the “Underwriter”), an aggregate of 50,000,088 shares of Class A Common Stock, par value $ 0.01 per share (the “Shares”), of Coty Inc., a Delaware corporation (the “Company”). The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 24th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [_] by and between Coty Inc., a Delaware corporation (the “Company”), and [_] (the “Indemnitee”) and is effective as of [_] (the “Effective Date”).
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 5, 2018 (this “Agreement”) among COTY INC., a Delaware corporation (the “Parent Borrower”), COTY B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 37069236 (the “Dutch Borrower”), the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent, which amends and restates that certain Credit Agreement, dated as of October 27, 2015 (as amended restated, amended and restated, supplemented or otherwise modified from time to time prior to effectiveness of this Agreement, the “Existing Coty Credit Agreement”), by and among the Parent Borrower, the financial institutions party thereto from time to time as lenders and JPMorgan Chase Bank, N.A., as Adm
COTY INC., as the Company, HFC PRESTIGE PRODUCTS, INC. and HFC PRESTIGE INTERNATIONAL U.S. LLC, as Co-Issuers AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO €500,000,000 4.500% SENIOR SECURED NOTES DUE 2027 INDENTURE Dated as of May 30, 2024...Indenture • May 30th, 2024 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE dated as of May 30, 2024 among Coty Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), as issuer, HFC Prestige Products, Inc., a corporation duly organized and existing under the laws of the State of Connecticut, and HFC Prestige International U.S. LLC, a limited liability company duly formed and existing under the laws of the State of Delaware, as co-issuers (the “Co-Issuers,” and collectively with the Company, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee, Registrar and Collateral Agent (each as defined herein) and Deutsche Bank AG, London Branch, as Paying Agent (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2020 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of May 26, 2020 (the “Agreement”), by and among Coty Inc., a Delaware corporation (the “Company”), and KKR Rainbow Aggregator L.P., a Delaware limited partnership (together with its successors and assigns, the “Investor”). The Investor and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the “Stockholders” and individually each as a “Stockholder”.
INVESTMENT AGREEMENT by and among COTY INC., and KKR RAINBOW AGGREGATOR L.P. Dated as of May 11, 2020Investment Agreement • May 12th, 2020 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
INVESTMENT AGREEMENT, dated as of May 11, 2020 (this “Agreement”), by and among Coty Inc., a Delaware corporation (the “Company”) and KKR Rainbow Aggregator L.P., a Delaware limited partnership (the “Investor”).
PLEDGE AND SECURITY AGREEMENT Dated as of May 30, 2024 by and among THE GRANTORS REFERRED TO HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral AgentPledge and Security Agreement • May 30th, 2024 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of May 30, 2024, by and among COTY INC., a Delaware corporation (the “Company”), HFC Prestige Products, Inc., a Connecticut corporation (“HFC Inc.”), HFC Prestige International U.S. LLC, a Delaware limited liability company (“HFC LLC”), the other entities identified as “Grantors” on the signature pages hereto from time to time (each, a “Subsidiary Party” and, collectively, the “Subsidiary Parties”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacity as collateral agent for the Notes Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2016 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
COTY EMPLOYMENT CONTRACT FOR AN INDEFINITE PERIOD OF TIMEEmployment Contract • May 11th, 2020 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
The parties wish to enter into an employment contract for an indefinite period of time and record the details of that agreement in writing as follows;
2,500,000,000 CREDIT AGREEMENT Dated as of April 2, 2013 among COTY INC., THE LENDERS PARTIES HERETO, BANK OF AMERICA, N.A., BNP PARIBAS, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, DEUTSCHE BANK SECURITIES INC., ING BANK N.V., MORGAN STANLEY MUFG...Credit Agreement • April 24th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT, dated as of April 2, 2013 (this “Agreement”), among COTY INC., a Delaware corporation (the “Borrower”), the banks, financial institutions or other entities from time to time parties to this Agreement (as more specifically defined below, the “Lenders”) BNP PARIBAS, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, DEUTSCHE BANK SECURITIES INC., ING BANK N.V., BANK OF AMERICA, N.A., MORGAN STANLEY MUFG LOAN PARTNERS, LLC and WELLS FARGO BANK, N.A. as syndication agents (in such capacities, the “Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
800,000,000 CREDIT AGREEMENTCredit Agreement • March 27th, 2015 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2017 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
This Employment Agreement (the “Agreement”) is entered into this 11th day of October, 2016 between Coty Services UK Limited, a company incorporated in England and Wales with the company number 325646 (the “Company”) and Greerson McMullen (“Executive”). The Company is a direct or indirect subsidiary of Coty Inc., (“Coty Inc.”) which has its head offices at 350 Fifth Avenue, New York, NY 10118.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2015 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2015 (this “Agreement”), is made among Coty Inc., a Delaware corporation (the “Company”), and Mousseluxe S.à.r.l., a company organized under the laws of Luxembourg (the “Shareholder”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 5, 2018, among COTY INC., as the Parent BorrowerCredit Agreement • April 10th, 2018 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 5, 2018 (this “Agreement”) among COTY INC., a Delaware corporation (the “Parent Borrower”), COTY B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 37069236 (the “Dutch Borrower”), the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent, which amends and restates that certain Credit Agreement, dated as of October 27, 2015 (as amended restated, amended and restated, supplemented or otherwise modified from time to time prior to effectiveness of this Agreement, the “Existing Coty Credit Agreement”), by and among the Parent Borrower, the financial institutions party thereto from time to time as lenders and JPMorgan Chase Bank, N.A., as Adm
DATED 23rd December 2015Lease • February 4th, 2016 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • England and Wales
St James's Place UK Plc (incorporated and registered in England and Wales under company registration number 02628062), the registered office of which is at St James's Place House, 1 Tetbury Road, Gloucester GL7 1FP.
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2015 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT AGREEMENT dated as of 17 April 2015, by and between Coty Inc., a Delaware corporation (the “Company”), and Elio Leoni Sceti (“Executive”).
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • February 27th, 2019 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
This AGREEMENT (the “Agreement”) is made and entered into as of this day of [month], [year] by and between , France local employing entity (the “Company” and, collectively with its affiliates, the “Company Group”), and (“Executive”) (each a “Party,” and collectively, the “Parties”).
AMERICAN ENTERPRISE PARK Coty US Inc. LEASE OF IMPROVED PROPERTYLease Agreement • January 24th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations • New Jersey
This Lease made and entered into this 31st day of March, 2000 between Baker Properties Limited Partnership, having its office and principal place of business in Pleasantville, New York, herein after referred to as “Lessor” and Coty US Inc., as an indirectly owned subsidiary of Joh A. Benckiser GmbH, a Corporation, organized and existing under the laws of the State of Delaware, having an office and principal place of business in 410 American Road, Morris Plains, New Jersey 07950, hereinafter referred to as “Lessee”.
Coty Services UK Ltd. Eureka Park Ashford, Kent TN25 4AQ UK T 01233 625076Bonus Agreement • February 8th, 2018 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
ASSIGNMENT AND TRANSFER AGREEMENT November 2, 2015Assignment and Transfer Agreement • November 3rd, 2015 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS ASSIGNMENT AND TRANSFER AGREEMENT (this “Assignment”) is made as of the date first written above by and between JAB Cosmetics B.V., a private limited company incorporated under the laws of the Netherlands (“Assignor”), and Coty Inc., a Delaware corporation (“Assignee” or, together with Assignor, the “Parties”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 28th, 2019 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Subscription Agreement (this “Agreement”), dated [ ] is by and between, Coty Inc., a Delaware corporation (the “Parent”) and [ ] (the “Subscriber”) and collectively as “parties”.
FORM OF ELITE SUBSCRIPTION AND STOCK OPTION AGREEMENTSubscription and Stock Option Agreement • May 10th, 2017 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Subscription and Stock Option Agreement (this “Agreement”), dated [DATE], (the “Agreement Date”) is by and between, Coty Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”) and collectively as “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2016 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • England and Wales
EMPLOYMENT AGREEMENT dated as of October 24, 2016, by and between Coty Services UK Limited, a company incorporated in England and Wales under registration number 325646 (the “Company”), and Camillo Pane (the “Executive” ).
Coty Inc. 350 Fifth Avenue New York, NY 10018Transaction Agreement • February 25th, 2016 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
Reference is made to the Transaction Agreement, dated as of July 8, 2015 (as amended, the “Transaction Agreement”), by and among The Procter & Gamble Company, Galleria Co., Coty Inc. and Green Acquisition Sub Inc. Capitalized terms used but not defined in this letter agreement have the meanings ascribed to them in the Transaction Agreement.
TRANSACTION AGREEMENTTransaction Agreement • August 17th, 2015 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
DATED 11 November 2020 COTY INC., COTY INTERNATIONAL B.V., WAVES UK DIVESTCO LIMITED and RAINBOW UK BIDCO LIMITED AMENDED & RESTATED SEPARATION AGREEMENTSeparation Agreement • November 12th, 2020 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
COTY INC. (a Delaware corporation) [_______] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT CONTRACTEmployment Contract • May 16th, 2014 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
COMMERCIAL LEASECommercial Lease • November 8th, 2013 • Coty Inc. • Perfumes, cosmetics & other toilet preparations
PATRIZIA GEWERBEINVEST KAG MBH, a limited liability company whose head office is at BurchardstraBe 14, 20095 Hamburg (Germany), registered with the Corporate and Trade Register of Hamburg under number HR B 79685, acting through its branch in Paris (75008), 6 Place de la Madeleine and registered with the Corporate and Trade Register of Paris under number 452 801 038.
Between Coty Inc. hereinafter: the “Company” And Jules Kaufman Domiciled at 711 Sheldon Road Wallkill, NY 12589 USA hereinafter: the “Employee”Employment Agreement • May 14th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations
LEASE AGREEMENT Between WU/LH 500 AMERICAN L.L.C., as Landlord - and - COTY US LLC, as TenantLease Agreement • January 24th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations • New Jersey
INDENTURE made this 14th day of August, 2012, by and between WU/LH 500 AMERICAN L.L.C., a Delaware limited liability company, with offices c/o Lighthouse Real Estate Management, 60 Hempstead Avenue, Suite 718, West Hempstead, NY 11552, hereinafter referred to as “Landlord”, and Coty US LLC, a Delaware limited liability company having an office and principal place of business at 410 American Road, Morris Plains, New Jersey 07950 hereinafter referred to as “Tenant”.
Restricted Stock Agreement Under Coty Inc. Executive Ownership Plan (as amended on April 8, 2013 and effective as of the Effective Date)Restricted Stock Agreement • April 24th, 2013 • Coty Inc / • Perfumes, cosmetics & other toilet preparations • New York
This Restricted Stock Agreement (“Agreement”), effective on the Effective Date, hereby amends the Restricted Stock Agreement (the “Original Restricted Stock Agreement”) entered into the Company and the applicable Participant on the applicable Investment Date. Any term capitalized but not defined in this Agreement will have the meaning set forth in the Coty Inc. Executive Ownership Plan, as amended April 8, 2013 (the “Plan”).
SECOND AMENDMENTCredit Agreement • October 2nd, 2014 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
SECOND AMENDMENT, dated as of September 29, 2014 (this “Amendment”), to the Credit Agreement, dated as of April 2, 2013 (as amended or modified from time to time, the “Credit Agreement”), among COTY INC. (the “Borrower”), the lenders and agents party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
