Alberto-Culver Company Underwriting AgreementUnderwriting Agreement • May 21st, 2010 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • New York
Alberto-Culver Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $150,000,000 aggregate principal amount of its 5.150% Notes due June 1, 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of May 21, 2010 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
SEVERENCE AGREEMENTSeverance Agreement • November 23rd, 2010 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Illinois
THIS AGREEMENT is entered into as of September 22, 2008 by and between Alberto-Culver Company, a Delaware corporation, and Kenneth C. Keller, Jr. (the “Executive”).
Alberto-Culver Company Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939, as amended:Indenture • September 10th, 2009 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE, dated as of ___________ between Alberto-Culver Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 2525 Armitage Avenue, Melrose Park, Illinois 60160, and U.S. Bank National Association, a national banking institution, as Trustee (herein called the “Trustee”).
SEVERANCE AGREEMENT AMENDMENTSeverance Agreement • December 13th, 2006 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”), and (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
FORM OF SEVERANCE AGREEMENT AMENDMENTSeverance Agreement • December 13th, 2006 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
This Amendment (this “Amendment”) is entered into as of the Effective Date by and between Alberto-Culver Company, a Delaware corporation (the “Company”) and (the “Executive”) and shall be deemed to be effective on the date the last party signs this Amendment (the “Effective Date”).
Alberto-Culver Company Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939, as amended:Indenture • August 5th, 2010 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE, dated as of May 21, 2010 between Alberto-Culver Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 2525 Armitage Avenue, Melrose Park, Illinois 60160, and U.S. Bank National Association, a national banking institution, as Trustee (herein called the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 13, 2006 among NEW ARISTOTLE HOLDINGS, INC. (to be renamed Alberto-Culver Company), ALBERTO-CULVER COMPANY (to be converted into New Alberto-Culver LLC), THE BORROWING SUBSIDIARIES FROM...Credit Agreement • November 15th, 2006 • New Aristotle Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Illinois
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 13, 2006, among NEW ARISTOTLE HOLDINGS, INC., a Delaware corporation (to be renamed Alberto-Culver Company following the Permitted Separation Transaction (defined herein)), ALBERTO-CULVER COMPANY, a Delaware corporation (to be merged into New Aristotle Company, a Delaware corporation, and then converted into a Delaware limited liability company to be known as New Alberto-Culver LLC in connection with the Permitted Separation Transaction), the Borrowing Subsidiaries (defined herein) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
ContractStockholder Agreement • September 27th, 2010 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Delaware
STOCKHOLDER AGREEMENT (this “Agreement”) dated as of September 27, 2010, by and among CONOPCO, INC., a New York corporation (“Parent”), and the individuals and other parties listed under the caption “Stockholders” on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER Dated as of September 27, 2010, Among UNILEVER N.V.,* UNILEVER PLC,* CONOPCO, INC., ACE MERGER, INC. And ALBERTO-CULVER COMPANYMerger Agreement • September 27th, 2010 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 27, 2010, among UNILEVER N.V., a Netherlands corporation (“NV”), solely with respect to Section 5.10 hereof, UNILEVER PLC, a company incorporated under the laws of and registered in England (“PLC”), solely with respect to Section 5.10 hereof, CONOPCO, INC., a New York corporation (“Parent”), ACE MERGER, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and ALBERTO-CULVER COMPANY, a Delaware corporation (the “Company”).
CONFIDENTIAL November 27, 2006Separation Agreement • May 9th, 2007 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
This letter (“Agreement”) sets forth the agreement reached concerning the termination of your employment with Alberto-Culver Company, including its current and former parents, subsidiaries and affiliated entities, and their respective current and former successors, assigns, representatives, agents, attorneys, shareholders, officers, directors and employees, both individually and in their official capacities (collectively “Alberto-Culver”).
THE SELLERS THE BUYER THE BUYER’S GUARANTOR THE COMPANY AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF SIMPLE HEALTH & BEAUTY GROUP LIMITEDAgreement for the Sale and Purchase of Shares • December 23rd, 2009 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
SECOND AMENDMENT TO THE TAX ALLOCATION AGREEMENTTax Allocation Agreement • October 27th, 2006 • New Aristotle Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”) (New Sally and Sally, collectively the “Sally Parties”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”) and New Aristotle Holdings, Inc., a Delaware corporation (“New Alberto-Culver”) (Alberto-Culver and New Alberto-Culver, collectively the “Alberto-Culver Parties”) entered into a Tax Allocation Agreement, dated as of June 19, 2006, as amended by the First Amendment to the Tax Allocation Agreement, dated as of October 3, 2006 (as so amended, the “Agreement”);
LIMITED LIABILITY COMPANY AGREEMENT OF NEW ALBERTO-CULVER LLCLimited Liability Company Agreement • November 22nd, 2006 • New Aristotle Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Limited Liability Company Agreement (this “Agreement”) of New Alberto-Culver LLC, a Delaware limited liability company (the “Company”) is entered into by Alberto-Culver Company, as the Member (the “Member”).
TIME SHARING AGREEMENTTime Sharing Agreement • November 28th, 2007 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Illinois
This Time Sharing Agreement (this “Agreement”) is made, effective the 21st day of August 2007 (the “Effective Date”), by and between Eighteen, LLC (“Lessor”) and Alberto-Culver USA, Inc. (“Lessee”).
SHARE SALE AND PURCHASE AGREEMENT Between Alberto Culver Aktiebolag and Cederroth Intressenter AB regarding the sale and purchase of all outstanding shares in Cederroth International AB Advokatfirman Hammarskiöld & Co Skeppsbron 42 PO Box 2278 SE-103...Share Sale and Purchase Agreement • August 6th, 2008 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
Alberto Culver Aktiebolag, a company incorporated under the laws of Sweden whose registered office is at P.O. Box 715, 194 27 Upplands Väsby, Sweden
SECOND AMENDMENT TO THE SEPARATION AGREEMENTSeparation Agreement • October 27th, 2006 • New Aristotle Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”) (New Sally and Sally, collectively the “Sally Parties”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”) and New Aristotle Holdings, Inc., a Delaware corporation (“New Alberto-Culver”) (Alberto-Culver and New Alberto-Culver, collectively the “Alberto-Culver Parties”) entered into a Separation Agreement, dated as of June 19, 2006, as amended by the First Amendment to the Separation Agreement, dated as of October 3, 2006 (as so amended, the “Agreement”);
SECOND AMENDMENT TO THE EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 27th, 2006 • New Aristotle Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
WHEREAS, New Sally Holdings, Inc., a Delaware corporation (“New Sally”), Sally Holdings, Inc., a Delaware corporation (“Sally”) (New Sally and Sally, collectively the “Sally Parties”), Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”) and New Aristotle Holdings, Inc., a Delaware corporation (“New Alberto-Culver”) (Alberto-Culver and New Alberto-Culver, collectively the “Alberto-Culver Parties”) entered into an Employee Matters Agreement, dated as of June 19, 2006, as amended by the First Amendment to the Employee Matters Agreement, dated as of October 3, 2006 (as so amended, the “Agreement”);
Side LetterSide Letter • November 25th, 2008 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
Alberto Culver Aktiebolag (“ACAB”) (a subsidiary of Alberto-Culver Company (“ACC”) and Cederroth Intressenter AB (presently Croth Intressenter AB) (“Intressenter”) entered into a Share Sale and Purchase Agreement dated 18 May 2008 (the “SPA”) pursuant to which ACAB agreed to sell to Intressenter all of the issued and outstanding shares of the capital stock of Cederroth International AB (“CIAB”). Capitalized terms in this side letter will have the meaning ascribed to such terms in the SPA. The parties to the SPA desire to set forth certain agreements they have made with respect to Completion. This Side Letter shall form an integral part of the SPA.
Employment AgreementEmployment Agreement • November 24th, 2009 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Illinois
This Employment Agreement (this “Agreement”) between Leonard H. Lavin (“Mr. Lavin”) and Alberto-Culver Company (the “Company”) dated as of October 1, 2009.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 22nd, 2006 • New Aristotle Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 16, 2006, by and among New Alberto-Culver LLC, a Delaware limited liability company and successor to the company formerly named Alberto-Culver Company (“Alberto-Culver LLC”), Alberto-Culver Company, a Delaware corporation formerly known as New Aristotle Holdings, Inc. (“Guarantor”), and The Bank of New York Trust Company, N.A., as successor in interest to J.P. Morgan Trust Company, N.A., successor in interest to Bank One, N.A., formerly The First National Bank of Chicago, as trustee (the “Trustee”) under the Indenture, dated as of June 10, 1998, between Alberto-Culver LLC and the Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of October 5, 2006 (as so amended and supplemented, the “Indenture”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 28th, 2007 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Oregon
THIS AGREEMENT, dated as of January 10, 2007, is by and among Leonard H. Lavin, not individually, but solely as Co-Trustee of the Leonard H. Lavin Trust u/a/d 12/18/87 (“Purchaser”), Alberto-Culver USA, Inc., a Delaware corporation (“Seller”), and Eighteen, LLC, an Oregon limited liability company (“Company”).
ContractMerger Agreement • November 29th, 2010 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations • Delaware
AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 27, 2010, among UNILEVER N.V., a Netherlands corporation (“NV”), solely with respect to Section 5.10 thereof, UNILEVER PLC, a company incorporated under the laws of and registered in England (“PLC”), solely with respect to Section 5.10 thereof, CONOPCO, INC., a New York corporation (“Parent”), ACE MERGER, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”) and ALBERTO-CULVER COMPANY, a Delaware corporation (the “Company”), dated as of November 29, 2010, among NV, solely as a party to Section 5.10 of the Merger Agreement, PLC, solely as a party to Section 5.10 of the Merger Agreement, Parent, Sub and the Company.
FORM OF AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • December 13th, 2006 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
THIS AGREEMENT, dated as of , to the Severance Agreement, dated as of , 19 (the “Severance Agreement”), is entered into between Alberto-Culver Company, a Delaware corporation (the “Company”), and (the “Executive”).
ASSIGNMENT AND CONSENTAssignment and Consent • November 28th, 2007 • Alberto-Culver CO • Perfumes, cosmetics & other toilet preparations
