CREDIT AGREEMENT dated as of January 26, 2016 among GALLERIA CO., as the Initial Borrower The Other Borrowers Party Hereto From Time to Time The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent, JPMORGAN CHASE BANK,...Credit Agreement • April 22nd, 2016 • Galleria Co. • Delaware
CREDIT AGREEMENT, dated as of January 26, 2016 (this “Agreement”) among GALLERIA CO., a Delaware corporation (the “Initial Borrower”), each Additional Borrower party hereto from time to time, the Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
SPLIT PLAN AGREEMENTSplit Plan Agreement • April 22nd, 2016 • Galleria Co. • Delaware
This Split Plan Agreement (this “Agreement”), is entered into effective July 8, 2015 (“Effective Date”), by and between The Procter & Gamble Company, an Ohio corporation (“Parent”), and Coty Inc., a Delaware corporation (“Acquiror”).
TAX MATTERS AGREEMENT by and among THE PROCTER & GAMBLE COMPANY, GALLERIA CO., COTY INC., and GREEN ACQUISITION SUB INC. Dated [ , 201[ ]]Tax Matters Agreement • April 22nd, 2016 • Galleria Co. • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of [ ] by and among The Procter & Gamble Company, an Ohio corporation (“Parent”), Galleria Co., a Delaware corporation and, as of the date hereof, a wholly owned Subsidiary of Parent (“SplitCo”), Coty Inc., a Delaware corporation (“Acquiror”), and Green Acquisition Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”) (collectively, the “Parties”).
FOURTH AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • August 26th, 2016 • Galleria Co. • Perfumes, cosmetics & other toilet preparations
This Fourth Amendment to the Transaction Agreement (this “Amendment”), dated August 25, 2016, is by and among The Procter & Gamble Company, an Ohio corporation (“Parent”), Galleria Co., a Delaware corporation (“SplitCo”), Coty Inc., a Delaware corporation (“Acquiror”), and Green Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and amends that certain Transaction Agreement, dated July 8, 2015 and amended August 13, 2015, February 19, 2016 and May 25, 2016, by and among Parent, SplitCo, Acquiror and Merger Sub (the “Agreement”) and certain deliveries to be made thereunder, all as contemplated by Section 10.06 of the Agreement. The capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
