REGISTRATION AGREEMENTRegistration Agreement • September 24th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of , 2014, by and among Albéa S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 161.913 (the “Company”) and Twist Beauty S.à r.l. a private limited liability company (société à responsabilité limitée), organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 152.445 (“Sun”), and each Person whose name appears on the signature pages attached hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Otherwise undefined capitalized terms used herein
SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND WAIVERTerm Loan and Security Agreement and Waiver • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of August 31, 2011, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), BEAUTY PACKAGING CANADA HOLDINGS, INC., an Ontario corporation (“Canadian Parent Holdco” and together with U.S. Parent Holdco, the “Parent Holdcos” and each a “Parent Holdco”), ALBEA AMERICAS, INC., a Delaware corporation (f/k/a Twist Beauty Packaging US, Inc., “Albea Americas”), ALBEA COSMETICS AMERICA, INC., a Delaware corporation (f/k/a Techpack America, Inc., “Albea Cosmetics”), ALBEA BEAUTY SOLUTIONS USA, LLC, a New York limited liability company (f
FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 28, 2012, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), and its Subsidiaries signatory hereto. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
Twist Beauty S.à r.l. & Partners S.C.A. Société en commandite par actions 5, rue Guillaume Kroll, L-1882 Luxembourg ARTICLES OF ASSOCIATIONTwist Beauty S.a r.l. & Partners S.C.A. • August 7th, 2014 • Plastics products, nec • Luxembourg
Albéa Beauty Holdings S.A. as the Issuer and Wilmington Trust, National Association as Trustee, Dollar Notes Registrar, Dollar Notes Transfer Agent and Dollar Notes Paying Agent Citibank, N.A., London Branch as Principal Paying Agent and Euro Notes...Indenture • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec
INDENTURE dated as of October 31, 2012 among Albéa Beauty Holdings S.A., a Luxembourg public limited liability company (société anonyme) with registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 162.078 (the “Issuer”), Wilmington Trust, National Association as Trustee, Dollar Notes Registrar, Dollar Notes Transfer Agent and Dollar Notes Paying Agent, Citibank, N.A., London Branch as Principal Paying Agent and Euro Notes Transfer Agent, Citigroup Global Markets Deutschland AG as Euro Notes Registrar, and Wilmington Trust (London) Limited as Security Agent.
FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 5, 2012, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), and its Subsidiaries signatory hereto. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A U.S. LENDER, AS AGENT AND AS CO-COLLATERAL AGENT) PNC BANK CANADA BRANCH and GENERAL ELECTRIC CAPITAL CORPORATION (AS CANADIAN LENDERS) GENERAL ELECTRIC CAPITAL...Subordination Agreement • August 26th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
Revolving Credit, Term Loan and Security Agreement dated as of December 17, 2010 among TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), BEAUTY PACKAGING CANADA HOLDINGS, INC., an Ontario corporation (“Canadian Parent Holdco” and together with U.S. Parent Holdco, the “Parent Holdcos” and each a “Parent Holdco”), TWIST BEAUTY PACKAGING US, INC., a Delaware corporation (“Twist”), TECHPACK AMERICA, INC., a Delaware corporation (“Techpack”), COSMETECH MABLY INTERNATIONAL, LLC, a New York limited liability company (“Cosmetech”), CEBAL MEXICANA, LP, a Texas limited partnership (“Cebal LP” and, collectively with Twist, Techpack, Cosmetech, each other Person joined as a party to this Agreement as a “U.S. Borrower” in accordance with Section 7.12 hereof, and all of their respective permitted successors and assigns, “U.S. Borrowers” and each a “U.S. Borrower”), BEAUTY PACKAGING CANADA, INC., an Ontario corporation (“BP Canada” and, collectively each other Perso
THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTContribution and Asset Purchase Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS CONTRIBUTION AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November , 2011, by and among (i) Eyelematic Manufacturing Company, Incorporated, a Connecticut corporation (“Eyelematic”), Echo Manufacturing Company, a Connecticut corporation (“Echo”), and Seemar Real Estate, LLC, a Connecticut limited liability company (“Seemar” and, together with Eyelematic and Echo, collectively referred to herein as “Sellers”); (ii) Albéa Metal Americas, Inc., a Delaware corporation (“Non-Real Estate Buyer”), Albéa Metal Real Estate, Inc., a Delaware corporation (“Real Estate Buyer” and, together with Non-Real Estate Buyer, “Buyers”), and Albéa Metal Holding Corp., a Delaware corporation (“Parent”); and (iii) solely for purposes of Sections 6.7 (Confidentiality) and 6.9 (non-Compete), Henry F. Seebach, Jr. (“Seebach”), Elaine Marshall, Laurel Seebach, Charles W. Marshall, Charles W. Marshall, Jr., Kristyn B. Harmon, Henry F. Seebach III and Lynn Seebach Marshall (col
SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of December 31, 2012, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), and its Subsidiaries signatory hereto. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
EIGHTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS EIGHTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of September 26, 2013, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), and its Subsidiaries signatory hereto. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 18, 2011, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), BEAUTY PACKAGING CANADA HOLDINGS, INC., an Ontario corporation (“Canadian Parent Holdco” and together with U.S. Parent Holdco, the “Parent Holdcos” and each a “Parent Holdco”), TWIST BEAUTY PACKAGING US, INC., a Delaware corporation (“Twist”), TECHPACK AMERICA, INC., a Delaware corporation (“Techpack”), COSMETECH MABLY INTERNATIONAL, LLC, a New York limited liability company (“Cosmetech”), CEBAL MEXICANA, LP, a Texas limited partnership (“Cebal LP” and, collectivel
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A U.S. LENDER, AS AGENT AND AS CO-COLLATERAL AGENT) PNC BANK CANADA BRANCH and GENERAL ELECTRIC CAPITAL CORPORATION (AS CANADIAN LENDERS) GENERAL ELECTRIC CAPITAL...Revolving Credit, Term Loan and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
Revolving Credit, Term Loan and Security Agreement dated as of December 17, 2010 among TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), BEAUTY PACKAGING CANADA HOLDINGS, INC., an Ontario corporation (“Canadian Parent Holdco” and together with U.S. Parent Holdco, the “Parent Holdcos” and each a “Parent Holdco”), TWIST BEAUTY PACKAGING US, INC., a Delaware corporation (“Twist”), TECHPACK AMERICA, INC., a Delaware corporation (“Techpack”), COSMETECH MABLY INTERNATIONAL, LLC, a New York limited liability company (“Cosmetech”), CEBAL MEXICANA, LP, a Texas limited partnership (“Cebal LP” and, collectively with Twist, Techpack, Cosmetech, each other Person joined as a party to this Agreement as a “U.S. Borrower” in accordance with Section 7.12 hereof, and all of their respective permitted successors and assigns, “U.S. Borrowers” and each a “U.S. Borrower”), BEAUTY PACKAGING CANADA, INC., an Ontario corporation (“BP Canada” and, collectively each other Perso
SEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec • New York
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of August 23, 2013, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), and its Subsidiaries signatory hereto. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
MASTER AGREEMENT REGARDING THE APPLICATION OF THE FINANCING CAP AND THE CONFIRMATION COMMISSIONMaster Agreement • August 7th, 2014 • Twist Beauty S.a r.l. & Partners S.C.A. • Plastics products, nec
Represented by Olivier BOUILLAUD, in the capacity of Group Treasurer, duly authorised for the purposes of this agreement,
SOCIÉTÉ GÉNÉRALE COMPAGNIE GÉNÉRALE D’AFFACTURAGE FACTORING CONTRACTTwist Beauty S.a r.l. & Partners S.C.A. • August 7th, 2014 • Plastics products, nec
