W I T N E S S E T H: - - - - - - - - - -Wesley Jessen Visioncare Inc • August 10th, 1998 • Ophthalmic goods
amongCredit Agreement • November 10th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
EXHIBIT 4.3 ----------- PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT, dated as of February 19, 1997 (as amended, modified or supplemented from time to time, this "Agreement"), made by each of the undersigned (each, a "Pledgor" and, together with...Pledge Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
MANAGEMENT AGREEMENT (this "Agreement") effective as of June 28, 1995 and --------- dated as of April 5, 1996 by and between Wesley-Jessen Holding, Inc., a Delaware corporation (the "Company") and Kevin Ryan ("Executive"). ------- ---------Management Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
Exhibit 10.4 STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Delaware
AGREEMENT AND PLAN OF MERGER by and among NOVARTIS AG,Agreement and Plan of Merger • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
b) As used herein, a "Purchase Event" means an event the -------------- result of which is that the total fee or fees required to be paid by Issuer to Grantee pursuant to Section 7.2(c) of the Merger Agreement equals $20 million.Stock Option Agreement • March 29th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
Common StockUnderwriting Agreement • June 11th, 1999 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Maryland
Page ---- ARTICLE I SECURITY INTERESTS........................................ 2 1.1. Grant of Security Interests............................... 2 1.2. Power of Attorney......................................... 3 ARTICLE II GENERAL REPRESENTATIONS,...Security Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
Exhibit 2.5 AMENDMENT NO.1 TO RIGHTS AGREEMENT THIS AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made as of March 19, 2000, between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company") and American Stock Transfer & Trust...Rights Agreement • April 7th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
Exhibit 4.1 ----------- CREDIT AGREEMENTCredit Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • New York
EXHIBIT 10.4 ------------ INDEMNIFICATION AGREEMENT This Agreement, effective as of February 12, 1997 and dated as of March 4, 1997, is made by and between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company"), and Kevin J. Ryan who...Indemnification Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
Exhibit 6 --------- TERMINATION AGREEMENT, dated as of May 30, 2000 (this "Agreement"), among Wesley Jessen VisionCare, Inc., a Delaware corporation ("WJ"), OSI Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of WJ...Termination Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT by and between SCHERING CORPORATIONPurchase and Sale Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • New Jersey
EXHIBIT 1.1 WESLEY JESSEN VISIONCARE, INC. (a Delaware corporation) Shares of Common Stock PURCHASE AGREEMENT Dated: February , 1997 TABLE OF CONTENTSWesley Jessen Visioncare Inc • January 29th, 1997 • Ophthalmic goods • New York
This Amended and Restated Advisory Agreement (this "Agreement") is --------- made and entered into as of October 2, 1996, by and between Wesley-Jessen Corporation, a Delaware corporation (the "Company"), and Bain Capital, Inc., a ------- Delaware...Advisory Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
AGREEMENT ---------Stockholders Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
Common StockUnderwriting Agreement • August 19th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Maryland
andRights Agreement • November 22nd, 1999 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
EXHIBIT 1.1 1,375,000 Shares WESLEY JESSEN VISIONCARE, INC. Common Stock ($.01 Par Value) PURCHASE AGREEMENT ------------------Purchase Agreement • November 12th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Maryland
AMONGAgreement and Plan of Merger • March 29th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
ARTICLE I SECURITY INTERESTS........................................... 2 1.1. Grant of Security Interests.................................. 2 1.2. Power of Attorney............................................ 3 ARTICLE II GENERAL REPRESENTATIONS,...Security Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • New York
ARTICLE IAsset Purchase Agreement • May 13th, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Illinois
EXHIBIT 4.4 ------------------------------------------------------------------- ------------- CREDIT AGREEMENTCredit Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • New York
WITNESSETH:Agreement for Purchase and Sale • December 6th, 1996 • Wesley Jessen Holding Inc • California
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into --------- as of June 28, 1995, between Wesley-Jessen Corporation (f/k/a WJ Acquisition Corp.), a Delaware corporation (the "Company"), and Edward J. Kelley ------- ("Executive")....Employment Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") is --------- made and entered into as of October 22, 1996, by and among Wesley- Jessen Holding, Inc., a Delaware corporation (the "Company"), BT Investment Partners, ------- Inc....Registration Agreement • December 6th, 1996 • Wesley Jessen Holding Inc • Illinois
CONTACT: PHONE: --------------------------------- -------------------------------Wesley Jessen Visioncare Inc • January 22nd, 1997 • Ophthalmic goods • California
EXHIBIT 4.4 ----------- SUBSIDIARY GUARANTY ------------------- GUARANTY, dated as of February 19, 1997 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned (each, a "Guarantor" and, together with...Wesley Jessen Visioncare Inc • May 13th, 1997 • Ophthalmic goods • New York
DRAFT 12/19/95 INDEMNIFICATION AGREEMENT This Agreement, dated as of February ___, 1997, is made by and between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company"), and [_____________] who is currently serving as an officer and/or...Indemnification Agreement • January 22nd, 1997 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
EXHIBIT 4.7 ----------- SUBSIDIARY GUARANTY ------------------- GUARANTY, dated as of October 2, 1996 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned (each, a "Guarantor" and, together with...Wesley Jessen Holding Inc • December 6th, 1996 • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of October 1, 1999, made and entered into by and between WESLEY JESSEN VISIONCARE, INC., a Delaware corporation, with its principal office located at 333 East Howard Avenue, Des Plaines,...Employment Agreement • March 30th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Illinois
WESLEY JESSEN CORPORATION 333 EAST HOWARD AVENUE DES PLAINES, ILLINOIS 60018-5903 TELEPHONE 847-294-3000Wesley Jessen Visioncare Inc • June 6th, 2000 • Ophthalmic goods
EXHIBIT 5 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this "Amendment") is made as of May 30, 2000, between Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company") and American Stock Transfer &...Rights Agreement • June 6th, 2000 • Wesley Jessen Visioncare Inc • Ophthalmic goods • Delaware
and -Wesley Jessen Visioncare Inc • January 22nd, 1997 • Ophthalmic goods
