REGISTRATION RIGHTS AGREEMENT by and among Alphabet Holding Company, Inc., and Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC Goldman, Sachs & Co., as the Initial Purchasers Dated as of...Registration Rights Agreement • January 24th, 2014 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 12, 2013, by and among Alphabet Holding Company, Inc., a Delaware corporation (the “Company”), and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as the initial purchasers (collectively, the “Initial Purchasers” named on Schedule A to the Purchase Agreement), of $450,000,000 aggregate principal amount of the Company’s 7.75%/8.50% Contingent Cash Pay Senior Notes due 2017 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Company previously issued and sold $550,000,000 aggregate principal amount of its 7.75%/8.50% Contingent Cash Pay Senior Notes due 2017 on October 17, 2012 (the “Existing Notes”). The Initial Notes constitute an issuance of Additional Notes (as defined in the Indenture (as defined below)) under the Indenture.
Employment AgreementEmployment Agreement • February 10th, 2015 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • New York
This Employment Agreement (this “Agreement”), dated as of December 5, 2014, is made by and among Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), Parent’s wholly-owned subsidiary, NBTY, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Brian Wynne (“Executive”) (collectively referred to herein as the “Parties”).
REGISTRATION RIGHTS AGREEMENT by and among Alphabet Holding Company, Inc., and Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC, as the Initial Purchasers Dated as of October 17, 2012Registration Rights Agreement • February 22nd, 2013 • Alphabet Holding Company, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2012, by and among Alphabet Holding Company, Inc., a Delaware corporation (the “Company”), and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as the initial purchasers (collectively, the “Initial Purchasers” named on Schedule A to the Purchase Agreement), each of whom has agreed to purchase the Company’s 7.75%/8.50% Contingent Cash Pay Senior Notes due 2017 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
Agreement and ReleaseAgreement and Release • November 24th, 2014 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products
This Agreement and Release (“Agreement”) is made by and among Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), Parent’s wholly-owned subsidiary, NBTY, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Glenn Schneider (the “Employee”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
FOURTH AMENDMENT AND THIRD REFINANCING TO CREDIT AGREEMENTCredit Agreement • November 24th, 2014 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • New York
This FOURTH AMENDMENT AND THIRD REFINANCING TO CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2014, which amends that certain Credit Agreement, dated as of October 1, 2010, among the Borrower, Holdings, the Administrative Agent (each as defined below), the lenders from time to time party thereto, and the other agents party thereto (as amended pursuant to the First Amendment and Refinancing Agreement, dated as of March 1, 2011, the Second Amendment dated as of October 11, 2012, and the Third Amendment and Second Refinancing Agreement, dated as of March 21, 2013, and as otherwise amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), is made by and among NBTY, INC., a Delaware corporation (the “Borrower”), ALPHABET HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), each of the other Loan Parties party hereto, each of the undersigned banks and other financial institutions party hereto a
Amendment to Letter AgreementLetter Agreement • February 10th, 2015 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products
This Amendment, dated January 7, 2015 (this “Amendment”), amends and supplements the Letter Agreement, dated May 11, 2011 (the “Original Agreement”), by and between NBTY, Inc., a Delaware corporation with principal offices at 2100 Smithtown Avenue, Ronkonkoma, New York 11779 (“NBTY”), and Harvey Kamil, residing at 2500 S Ocean Blvd. Boca Raton FL 33432. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Agreement.
POWDER ASSET PURCHASE AGREEMENT dated as of March 3, 2015 between NELLSON NUTRACEUTICAL, LLC, and NBTY, INC.Asset Purchase Agreement • August 5th, 2015 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • Delaware
This POWDER ASSET PURCHASE AGREEMENT is dated as of March 3, 2015 (this “Agreement”), between Nellson Nutraceutical, LLC, a Delaware limited liability company (the “Purchaser”), and NBTY, Inc., a Delaware corporation (the “Seller”), for the sale of certain nutritional powder production assets and certain inventory of the Seller to the Purchaser.
DATED 12 August 2015 (1) THE SELLERS and (2) NBTY (2015) LIMITED and (3) HOLLAND & BARRETT GROUP LIMITED AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF DR. ORGANIC LIMITED 199 Bishopsgate London EC2M 3UT Tel: 020 7031 3700...Share Purchase Agreement • November 17th, 2015 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • England and Wales
BAR ASSET PURCHASE AGREEMENT dated as of March 3, 2015 between NELLSON NUTRACEUTICAL, LLC, and NBTY, INC.Asset Purchase Agreement • August 5th, 2015 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • Delaware
This BAR ASSET PURCHASE AGREEMENT is dated as of March 3, 2015 (this “Agreement”), between Nellson Nutraceutical, LLC, a Delaware limited liability company (the “Purchaser”), and NBTY, Inc., a Delaware corporation (the “Seller”) for the sale of certain nutritional bar production assets and certain inventory of the Seller to the Purchaser.
CONSULTING AGREEMENTConsulting Agreement • November 24th, 2014 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • New York
This consulting agreement (the “Agreement”), dated as of November 19, 2014, is by and among Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), Parent’s wholly-owned subsidiary, NBTY, Inc., a Delaware corporation (together with any successor thereto, the “Company”), each with a place of business at 2100 Smithtown Avenue, Ronkonkoma, New York 11779 and Glenn Schneider residing at 4 Vandercrest Court, Dix Hills, NY 11746 (“Consultant”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 13th, 2013 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 12, 2013, between Alphabet Holding Company, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 22nd, 2013 • Alphabet Holding Company, Inc. • Delaware
This Stockholders Agreement (“Agreement”) is entered into as of this 3rd day of December, 2010, by and among Alphabet Holding Company, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Carlyle Partners V, L.P., a Delaware limited partnership (“CP V”), Carlyle Partners V-A, L.P., a Delaware limited partnership (“Carlyle Partners V-A”), CP V Coinvestment A, L.P., a Delaware limited partnership (“CP V Coinvestment A”), CP V Coinvestment B, L.P., a Delaware limited partnership (“CP V Coinvestment B”), CEP III Participations, SARL SICAR, a Luxembourg SARL (“CEP III”), Carlyle NBTY Coinvestment, L.P., a Delaware limited partnership (“Carlyle NBTY Coinvestment” and collectively, with CP V, Carlyle Partners V-A, CP V Coinvestment A, CP V Coinvestment B, and CEP III the “Initial Carlyle Shareholders”), and the purchasers listed on the signature pages attached hereto (each individually, an “Employee Shareholder,” and collectively, the “Employee Shareholders”). Th
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 13th, 2013 • Alphabet Holding Company, Inc. • Medicinal chemicals & botanical products • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 10, 2013, between Alphabet Holding Company, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
