EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2004 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • Delaware
EXHIBIT 10.2 AMENDED AND RESTATED LOAN AGREEMENT dated as of April 13, 2004Loan Agreement • April 16th, 2004 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of July, 1999 by and between DEL LABORATORIES, INC., a Delaware corporation (the "Corporation"), with principal offices at 178 EAB Plaza, West Tower, Uniondale, New York, and...Employment Agreement • March 30th, 2000 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • Delaware
EXHIBIT 10.1 LOAN AGREEMENTLoan Agreement • April 16th, 2004 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • January 4th, 2006 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.21 CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 28th, 2003 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
FIRST AMENDMENT AND WAIVER TO LOAN AGREEMENT THIS FIRST AMENDMENT AND WAIVER AGREEMENT ("Amendment") made as of this 10th day of June, 1999 among DEL LABORATORIES, INC., a Delaware corporation, having its principal place of business at 178 EAB Plaza,...Loan Agreement • August 16th, 1999 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.3 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 29, 2005 (as amended, supplemented or otherwise modified from time to time, the "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), is...Intellectual Property Security Agreement • January 4th, 2006 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
WHEREAS:Security Agreement • March 30th, 2000 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
April 30, 2001 Mr. Charles J. Hinkaty c/o Del Laboratories, Inc. 178 EAB Plaza, 8th floor Uniondale, NY 11556 Re: Amendment to Employment Agreement Dear Charles: Reference is made to the employment agreement , dated March 14, 1985 (as amended, the...Employment Agreement • March 28th, 2002 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING FROMDel Laboratories Inc • January 4th, 2006 • Perfumes, cosmetics & other toilet preparations
EMPLOYMENT AGREEMENT --------------------Employment Agreement • March 31st, 1998 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
2. AMENDMENTS. The Credit Agreement shall be, and hereby is, amended as follows: (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order:Del Laboratories Inc • March 1st, 2006 • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.33Assignment and Security Agreement • March 30th, 2000 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
June 1, 2002 Mr. Harvey Alstodt c/o Del Laboratories, Inc. 178 EAB Plaza, 8th floor Uniondale, NY 11556 Re: Amendment to Employment Agreement Dear Harvey:Employment Agreement • March 28th, 2003 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
REGISTRATION RIGHTS AGREEMENT Dated as of October 28, 2005 by and among DEL LABORATORIES, INC. and THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. DEUTSCHE BANK SECURITIES INC.Registration Rights Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
This Agreement is made pursuant to the Purchase Agreement, dated October 20, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, each of Company and the Guarantors has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of October 28, 2005 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), relating to the Initial Notes and the Exchange Notes (as defined below).
EXHIBIT 10.32 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT AGREEMENT ("Amendment") made this 25th day of February, 2000 among DEL LABORATORIES, INC., a Delaware corporation, having its principal place of business at 178 EAB Plaza, Uniondale, New York...Loan Agreement • March 30th, 2000 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
EXECUTION VERSION FIRST AMENDMENT, dated as of July 26, 2005, (this "AMENDMENT"), to the Credit Agreement dated as of January 27, 2005, (as further amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among DLI...First • August 1st, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 12th, 2004 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
By: Name: Title:Waiver and Consent • April 2nd, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
FIRST AMENDMENTLoan Agreement • March 31st, 1998 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • Illinois
March ,1993 Mr. James F. Lawrence 175 North Lane Hauppage, New York 11788 Dear Mr. Lawrence: This will confirm our understanding relative to your employment with Del Laboratories, Inc. ("Del"). 1. You will be employed as Vice President - Operations of...Del Laboratories Inc • March 31st, 1999 • Perfumes, cosmetics & other toilet preparations
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 24th, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.20 CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 28th, 2002 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
Reference is made to the employment agreement as of dated July 1, 1999 (the "AGREEMENT"), between you ("EXECUTIVE") and --------- --------- Del Laboratories, Inc. ("DEL"). ---Employment Agreement • March 28th, 2003 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
GUARANTEE AND COLLATERAL AGREEMENT made by DLI HOLDING II CORP. and DEL LABORATORIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 28, 2005Guarantee and Collateral Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 28, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DLI Holding II Corp., a Delaware corporation (“Holdings”), Del Laboratories, Inc., a Delaware corporation (the “Borrower”), the Lenders, J.P. Morgan Securities Inc. as sole lead arranger and sole bookrunner (in such capacities, the “Arranger”), and the Administrative Agent.
CREDIT AGREEMENT among DLI HOLDING II CORP., DEL LABORATORIES, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 28, 2005 J.P. MORGAN SECURITIES INC....Credit Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT, dated as of October 28, 2005, among DLI HOLDING II CORP., a Delaware corporation (“Holdings”), DEL LABORATORIES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), J.P. MORGAN SECURITIES INC. as sole lead arranger and sole bookrunner (in such capacities, the “Arranger”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
April 1, 2003Letter Agreement • March 12th, 2004 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
By: Name: Title:Second Waiver and Consent • May 16th, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • January 4th, 2006 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.35 GENERAL GUARANTY Garden City, New York February 25 ,2000 THIS GUARANTY, dated as of February 25, 2000 (this "Agreement"), is executed and delivered by the undersigned Guarantor in favor of The Chase Manhattan Bank (the "Agent"), in its...Del Laboratories Inc • March 30th, 2000 • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.44 December 28, 2006 Mr. Cary Newman 80 Grandview Street Huntington, NY 11743 Re: Extension of Employment Agreement dated June 10, 2005 Dear Cary: Reference is made to the Employment Agreement dated June 10, 2005 (the "Employment...Employment Agreement • April 30th, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
This letter will confirm that the Term of the Employment Agreement is hereby extended for a period of two (2) years, commencing on July 6, 2007 and terminating on July 5, 2009.
EQUITY SETTLEMENT AGREEMENT This EQUITY SETTLEMENT AGREEMENT (this "AGREEMENT") is dated as of February 15, 2007, and is between DLI Holding Corp., a Delaware corporation (the "COMPANY"), DLI Holding LLC, a Delaware limited liability company ( the...Equity Settlement Agreement • February 15th, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations
December 30, 1998 Mr. Enzo Vialardi 14 Larissa Lane Thornwood, NY 10594 Dear Enzo: This is to confirm our understanding relative to your employment with Del Laboratories, Inc. ("Del"). 1. You will be employed as Executive Vice President, Finance and...Del Laboratories Inc • March 31st, 1999 • Perfumes, cosmetics & other toilet preparations
December 6, 2004 DLI Holding Corp. c/o Kelso & Company 320 Park Avenue, 24th Floor New York, New York 10022 Ladies and Gentlemen: Substitute Financing Commitment Letter Reference is made to that certain AGreement and Plan of Merger (the "Merger...Del Laboratories Inc • December 9th, 2004 • Perfumes, cosmetics & other toilet preparations
