EXHIBIT 10.(y) EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated the 23rd day of April, 1999, by and between GUEST SUPPLY, INC., a New Jersey corporation (the "Company"), and MADHUKAR KAPADIA (the "Employee"). W I T N E S S E T H:...Employment Agreement • May 10th, 1999 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • California
Page 11 STOCKHOLDERS AGREEMENT dated as of December 3, 1997 (this "Agreement") among Guest Supply, Inc., a New Jersey corporation (the "Corporation"), Barry Igdaloff (the "13D Stockholder") and the other stockholders of the Corporation signing this...Stockholders Agreement • February 13th, 1998 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
EXHIBIT 10(s) SECURITY AGREEMENT ------------------ This SECURITY AGREEMENT, dated October 31, 1995, is made by Guest Packaging, Inc., a New Jersey corporation (the "Pledgor"), in favor of PNC Bank, National Association (the "Secured Party") as agent...Security Agreement • December 29th, 1995 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
EXHIBIT 10.(a)(a) SECURITY AGREEMENT ------------------ This SECURITY AGREEMENT, dated as of April 21, 1999, is made by Guest Supply, Inc., a New Jersey corporation (the "Pledgor"), in favor of PNC Bank, National Association, as Collateral Agent (the...Security Agreement • May 10th, 1999 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
EXHIBIT 10(k) EMPLOYMENT AGREEMENT AMENDED AND RESTATED AGREEMENT dated the 6th day of August, 1997, by and between GUEST SUPPLY, INC., a New Jersey corporation (the "Company"), and PAUL T. XENIS (the "Employee"). W I T N E S S E T H: WHEREAS, the...Employment Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
W I T N E S S E T H: -------------------Rights Agreement • January 24th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
EXHIBIT 10.(z) AMENDED and RESTATED REVOLVING CREDIT AGREEMENT dated as of April 21, 1999Revolving Credit Agreement • May 10th, 1999 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
Exhibit 10(y) AMENDMENT NO. 2 --------------- AMENDMENT NO. 2 dated as of December 30, 1996 to Revolving Credit and Term Loan Agreement dated as of October 31, 1995 (as the same was heretofore amended by an Amendment No. 1 dated as of April 30, 1996,...Revolving Credit and Term Loan Agreement • December 30th, 1996 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
Schedule 1 To Revolving Credit Note dated October 31, 1995 made by Guest Supply, Inc., Guest Packaging, Inc. and Breckenridge-Remy Co., as joint and several obligors to PNC Bank, National AssociationRevolving Credit Note • December 29th, 1995 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is one of the Revolving Credit Notes referred to in the Revolving Credit and Term Loan Agreement dated the date hereof among the Borrower, PNC, First Fidelity Bank, N.A., as Lenders, and PNC, as Agent (as the same may hereafter be amended, modified or supplemented from time to time, the "Credit Agreement") is entitled to the benefits thereof, is secured as
TERM NOTETerm Note • December 29th, 1995 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is one of the Term Notes referred to in the Revolving Credit and Term Loan Agreement dated October 31, 1995 among the Borrower, PNC and First Fidelity Bank, N.A., as Lenders, and PNC, as Agent (as the same may hereafter be amended, modified or supplemented from time to time, the "Credit Agreement"), and is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment as set forth therein.
RECITALS --------Merger Agreement • January 24th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
EXHIBIT 10.(x) THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Note • May 10th, 1999 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
GUEST SUPPLY, INC. and certain other Obligors 7.06% Series A Senior Note due November 15, 2009 No. AR-1 December 3, 1997 $10,000,000 PPN: 401630 A* 9Senior Note Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is one of a series of joint and several senior notes (together with the other two series of joint and several senior notes issued pursuant thereto, as from time to time amended, restated, supplemented or otherwise modified, herein called the "Notes") issued pursuant to separate Note Purchase Agreements, dated as of December 3, 1997 (as from time to time amended, restated, supplemented or otherwise modified, herein called the "Note Purchase Agreements"), among the Obligors and the respective Purchasers named therein, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in the last sentence of Section 6.1 and the representation set forth in Section 6.2 of the Note Purchase Agreements.
Page SECTION I. PURCHASE AND SALE OF THE SHARES........................................................... 1 1.01 Purchase and Sale of the Shares........................................................... 1 1.02 Discharge of Funded...Stock Purchase Agreement • May 10th, 1999 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
BY: ____________________________ Name: Title: Schedule 1 To Existing New Term Loan Note dated October 31, 1995 issued by Guest Supply, Inc., Guest Packaging, Inc. and Breckenridge-Remy Co., as joint and several obligors to PNC Bank, National AssociationTerm Loan Note • December 29th, 1995 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is the Existing New Term Loan Note referred to in the Revolving Credit and Term Loan Agreement dated October 31, 1995 (as the same may hereafter be amended, modified or supplemented from time to time, the "Credit Agreement") among the Borrower, the Bank and First Fidelity Bank, N.A., as Lenders, and the Bank, as Agent and is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment as set forth therein.
EXHIBIT 10(j) EMPLOYMENT AGREEMENT AMENDED AND RESTATED AGREEMENT dated the 6th day of August, 1997, by and between GUEST SUPPLY, INC., a New Jersey corporation (the "Company"), and TERI E. UNSWORTH (the "Employee"). W I T N E S S E T H : WHEREAS, the...Employment Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
GUEST SUPPLY, INC. and certain other Obligors 6.70% Series C Senior Notes due November 15, 2003 No. CR-1 December 3, 1997 $5,000,000 PPN: 401630 A*9Senior Notes Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is one of a series of joint and several senior notes (together with the other two series of joint and several senior notes issued pursuant thereto, as from time to time amended, restated, supplemented or otherwise modified, herein called the "Notes") issued pursuant to separate Note Purchase Agreements, dated as of December 3, 1997 (as from time to time amended, restated, supplemented or otherwise modified, herein called the "Note Purchase Agreements"), among the Obligors and the respective Purchasers named therein, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in the last sentence of Section 6.1 and the representation set forth in Section 6.2 of the Note Purchase Agreements.
WITNESSETHReload Waiver Agreement • February 5th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
EXHIBIT 10(m) GENERAL COUNSEL AGREEMENT AGREEMENT dated the 6th day of August, 1997 by and between THOMAS M. HAYTHE ("TMH") and GUEST SUPPLY, INC., a New Jersey corporation (the "Company"). W I T N E S S E T H : WHEREAS, TMH is engaged in the practice...General Counsel Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
RECITALSTender Agreement • January 24th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • Delaware
RECITALSTender Agreement • January 24th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • Delaware
GUEST SUPPLY, INC. BY: ____________________________ Name: Title: GUEST PACKAGING, INC. BY: ____________________________ Name: Title: BRECKENRIDGE-REMY CO. BY: ____________________________ Name: Title: Schedule 1 To Existing Note dated October 31, 1995...Loan Note • December 29th, 1995 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is the Existing Loan Note referred to in the Revolving Credit and Term Loan Agreement dated October 31, 1995 (as the same may hereafter be amended, modified or supplemented from time to time, the "Credit Agreement") among the Borrower, the Bank and First Fidelity Bank, N.A., as Lenders, and the Bank, as Agent and is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment as set forth therein.
TABLE OF CONTENTSRevolving Credit Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
REVOLVING CREDIT NOTERevolving Credit Note • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
This Note is one of the Revolving Credit Notes referred to in the Revolving Credit Agreement dated the date hereof among the Borrower, PNC, First Union National Bank, as Lenders, and PNC, as Agent (as the same may hereafter be amended, modified or supplemented from time to time, the "Credit Agreement") is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment as set forth therein.
No. BR-1 December 3, 1997 $5,000,000 PPN: 401630 A@7Senior Note Agreement • December 10th, 1997 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
1 EXHIBIT (a)(3) [LOGO OF GUEST SUPPLY, INC.] February 5, 2001 Dear Shareholders: On behalf of the Board of Directors of Guest Supply, Inc. ("Guest Supply"), I am pleased to inform you that on January 22, 2001, Guest Supply entered into a Merger...Merger Agreement • February 5th, 2001 • Guest Supply Inc • Perfumes, cosmetics & other toilet preparations
