CREDIT AGREEMENT Dated as of August 21, 2014 among ZEP INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, as the Designated Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY, as the Guarantors, BANK OF AMERICA, N.A., as Administrative...Credit Agreement • August 26th, 2014 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • New York
This CREDIT AGREEMENT is entered into as of August 21, 2014 among ZEP INC., a Delaware corporation (the “Company”), Acuity Specialty Products, Inc., a Georgia corporation (“Acuity”), the Guarantors (defined herein), certain Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company and Acuity, the “Borrowers” and each a “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
CREDIT AGREEMENT dated as of July 15, 2010 among ZEP INC. ACUITY SPECIALTY PRODUCTS, INC. The Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION as...Credit Agreement • July 19th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 15, 2010 among ZEP INC., THE SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and REGIONS BANK, as Documentation Agent.
AGREEMENT AND PLAN OF MERGER dated as of April 7, 2015 among ZEP INC., NM Z PARENT INC. and NM Z MERGER SUB INC.Agreement and Plan of Merger • April 8th, 2015 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of April 7, 2015, among Zep Inc., a Delaware corporation (the “Company”), NM Z Parent Inc., a Delaware corporation (“Parent”), and NM Z Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). The Company, Parent and Merger Subsidiary are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of October 30, 2007 between ZEP INC. and MELLON INVESTOR SERVICES LLC as Rights AgentStockholder Protection Rights Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 30, 2007, between Zep Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
INDEMNIFICATION AGREEMENT, made and executed this ________ day of ___________, 2007, by and between Zep Inc., a Delaware corporation (the “Company”), and __________________, an individual resident of the State of ______________ (the “Indemnitee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 22nd, 2009 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation; and
Zep Inc. Long-Term Incentive Plan Incentive Stock Option Agreement For Executive OfficersIncentive Stock Option Agreement • September 8th, 2009 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS AGREEMENT, made as of [GRANT DATE] (the “Grant Date”), between Zep Inc., a Delaware corporation (the “Company”), and [NAME] (the “Optionee”).
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Units Award under the Plan;
ZEP INC. SEVERANCE AGREEMENTSeverance Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS AGREEMENT (the “Agreement”), made and entered into as of this day of , 2007, by and between ZEP INC., a Delaware corporation (the “Company”), and (the “Executive”).
TAX DISAFFILIATION AGREEMENTTax Disaffiliation Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
TAX DISAFFILIATION AGREEMENT dated as of October 31, 2007 (this “Agreement”), between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and Zep Inc., a Delaware corporation (“SpinCo”).
AGREEMENT AND PLAN OF DISTRIBUTION BY AND BETWEEN ACUITY BRANDS, INC. AND ZEP INC. DATED AS OF OCTOBER 31, 2007Agreement and Plan of Distribution • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
This AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of October 31, 2007, by and between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and ZEP INC. a Delaware corporation and, prior to the Distribution (as defined herein), a wholly owned subsidiary of Parent (“SpinCo”).
EMPLOYEE BENEFITS AGREEMENT between ACUITY BRANDS, INC. and ZEP INC.Employee Benefits Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS EMPLOYEE BENEFITS AGREEMENT, dated as of the 31st day of October, 2007, is by and between Acuity Brands, Inc., a Delaware corporation (“Acuity” or the “Corporation”), and Zep Inc., a Delaware corporation (“SpinCo”).
STOCK APPRECIATION RIGHTS AGREEMENT FOR EXECUTIVE OFFICERSStock Appreciation Rights Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and
FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • April 9th, 2009 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations
This First Amendment to Stockholder Protection Rights Agreement, dated as of the 22nd day of January, 2009 (this “Amendment”) is made by and between Zep Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
NONQUALIFIED STOCK OPTION AGREEMENT FOR KEY EMPLOYEESNonqualified Stock Option Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 3rd, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of the 2nd day of September, 2010 by and between Waterbury Companies, Inc., a Delaware corporation (“Waterbury”), Air Guard Control (Canada) Limited, a Canadian Federal Corporation (“Air Guard,” and together with Waterbury, each a “Service Provider,” and, collectively, the “Service Providers”), Amrep, Inc., a Delaware Corporation (the “US Buyer”), and Acuity Holdings, Inc., a Quebec corporation (the “Canadian Buyer” and each of the US Buyer and the Canadian Buyer being individually referred to herein as a “Buyer” and, collectively, as the “Buyers,” and together with Service Providers, each a “Party” and, collectively, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
This TRANSITION SERVICES AGREEMENT dated as of October 31, 2007 (this “Agreement”), by and between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and ZEP INC., a Delaware corporation (“SpinCo”).
Zep Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • April 8th, 2015 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS AGREEMENT has been presented by Zep Inc., a Delaware corporation (the “Company”), to , an employee of the Company (the “Grantee”) as of (the “Grant Date”) subject to Grantee’s acceptance of this Agreement in accordance with Section 1.3 of this Agreement.
LOAN AND SECURITY AGREEMENT Dated as of December 19, 2011 By and Between ADCO PRODUCTS, LLC, as Borrower and ACUITY SPECIALTY PRODUCTS, INC. as LenderBridge Loan and Security Agreement • December 23rd, 2011 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS BRIDGE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 19, 2011, is made by and between ADCO PRODUCTS, LLC, a Georgia limited liability company (the “Borrower”), and ACUITY SPECIALTY PRODUCTS, INC., Georgia corporation (the “Lender”). Unless otherwise indicated, capitalized terms used herein have the meanings set forth in Appendix A hereto.
CREDIT AND SECURITY AGREEMENT DATED AS OF OCTOBER 19, 2007 AMONG ACUITY ENTERPRISE INC., AS BORROWER, ACUITY SPECIALTY PRODUCTS, INC., AS SERVICER, VARIABLE FUNDING CAPITAL COMPANY, THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO AND WACHOVIA BANK,...Credit and Security Agreement • November 29th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in
ZEP INC. RESTRICTED STOCK AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORSRestricted Stock Award Agreement • January 5th, 2011 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS AGREEMENT, made and entered into as of [GRANT DATE] by and between Zep Inc., a Delaware corporation, (the “Company”) and [NAME] (“Grantee”).
5-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF OCTOBER 19, 2007 AMONG ZEP INC., THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Revolving Credit Agreement • November 29th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • London
This 5-Year Revolving Credit Agreement, dated as of October 19, 2007, is among Zep Inc., a Delaware corporation, ACUITY SPECIALTY PRODUCTS, INC., a Georgia corporation and one or more other Subsidiary Borrowers from time to time parties hereto (whether now existing or hereafter formed), the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 13.3), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Swing Line Lender, LC Issuer and Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and KEYBANK NATIONAL ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION, REGIONS BANK and WELLS FARGO BANK, N.A., as Co-Documentation Agents. The parties hereto agree as follows:
Zep Inc. SEVERANCE AGREEMENTSeverance Agreement • April 8th, 2015 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS AGREEMENT (the “Agreement”), made and entered into as of this 25th day of March 2014, by and between Zep Inc., a Delaware corporation (the “Company”), and Steven Nichols (the “Executive”).
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;
July 23, 2007Letter Agreement • October 1st, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
This amended and restated letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acuity Brands, Inc. (“Acuity”) and your election as President and Chief Executive Officer of Acuity Specialty Products Group, Inc. (“ASP”), effective at the close of business on July 23, 2007 (“Effective Date”) (Acuity and ASP are sometimes referred to collectively hereinafter as the “Company”). As of the Effective Date, this Agreement shall replace in its entirety the amended and restated employment letter agreement, dated August 1, 2005 (“Prior Agreement”), between you and Acuity and Acuity Brands Lighting, Inc. f/k/a Acuity Lighting Group, Inc. (“ABL”), and you will no longer be employed by ABL. However, as provided in Paragraph 4.11 below, you will continue to be subject to certain restrictive covenants with respect to the business of ABL.
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;
ZEP INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORSRestricted Stock Award Agreement • April 7th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS AGREEMENT, made and entered into as of [DATE] by and between Zep Inc., a Delaware Corporation, (the “Company”) and [NAME] (“Grantee”).
Zep Inc. Incentive Stock Option Agreement For Executive EmployeesIncentive Stock Option Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
WHEREAS, the Company has adopted the Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and
CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • June 27th, 2014 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
This CONTRACT MANUFACTURING AGREEMENT (“Agreement”) is entered into as of May 30, 2014 (“Effective Date”) by Amrep, Inc., a company organized under the laws of the State of Delaware with its principal place of business at c/o Zep Inc., 1310 Seaboard Industrial Blvd., Atlanta, GA 30318 and doing business as “Zep Commercial Sales & Service” (“Zep”), and Apollo Technologies, Inc., a company organized under the laws of the State of Georgia with its principal place of business at 1850 South Cobb Industrial Blvd., Smyrna, GA 30082 (“Apollo”) (Zep and Apollo are referred to collectively as the “Parties”). As used in this document the term “Agreement” shall include all exhibits attached hereto and all supply orders issued hereunder.
NONQUALIFIED STOCK OPTION AGREEMENT FOR KEY EMPLOYEESNonqualified Stock Option Agreement for Key Employees • October 1st, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and
ZEP INC. AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTSRestricted Stock Award Agreements • January 17th, 2012 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations
THIS AMENDMENT, made as of the 10th day of January, 2012 by and between Zep Inc., a Delaware Corporation, (the “Company”) and J. Veronica Biggins (“Grantee”).
AMENDMENT NO. 1 Dated as of October 10, 2012 to CREDIT AGREEMENT Dated as of July 15, 2010Credit Agreement • October 17th, 2012 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of October 10, 2012 by and among Zep Inc. (the “Company”), Acuity Specialty Products, Inc. (together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of July 15, 2010 by and among the Borrowers, the Subsidiary Borrowers from time to time party thereto, the Lenders and the Administrative Agent (as amended by that certain Consent Memorandum dated October 13, 2011 and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AMENDMENT TO THE CONTRACT MANUFACTURING AGREEMENT’S SECTION 9 INSURANCEThe Contract Manufacturing Agreement • June 27th, 2014 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations
This Amendment To The Contract Manufacturing Agreement’s Section 9 Insurance, dated June 16, 2014 (this “Amendment Agreement”), is between Amrep, Inc., a Delaware corporation doing business as “Zep Commercial Sales and Service” (hereinafter “Zep”), and Apollo Technologies, Inc., a Georgia corporation (hereinafter “Apollo”).
Zep Inc. Non-Qualified Stock Option Agreement For Executive EmployeesNon-Qualified Stock Option Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
WHEREAS, the Company has adopted the Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and
FORM OF TAX DISAFFILIATION AGREEMENTForm of Tax Disaffiliation Agreement • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
TAX DISAFFILIATION AGREEMENT dated as of , 2007 (this “Agreement”), between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and Zep Inc., a Delaware corporation (“SpinCo”).
