FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Exhibit 10.8
FOURTH AMENDMENT TO
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
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.
RECITALS
A. The Lenders, Agent, the Co-Collateral Agents, 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”), XXXXX AMERICAS, INC., a Delaware corporation (“Xxxxx Americas”), XXXXX COSMETICS AMERICA, INC., a Delaware corporation (“Xxxxx Cosmetics”), XXXXX BEAUTY SOLUTIONS USA, LLC, a New York limited liability company (“Xxxxx Solutions”), XXXXX MEXICANA, LP, a Texas limited partnership (“Xxxxx Mexicana”), XXXXX METAL AMERICAS, INC. (“Xxxxx Metal” and, collectively with Xxxxx Americas, Xxxxx Cosmetics, Xxxxx Solutions and Xxxxx Mexicana, the “U.S. Borrowers” and each a “U.S. Borrower”), XXXXX CANADA INC., an Ontario corporation (“Xxxxx Canada” and collectively with the U.S. Borrowers, the “Borrowers” and each a “Borrower”) have previously entered into that certain Revolving Credit, Term Loan and Security Agreement, dated December 17, 2010, as amended by that certain First Amendment to Revolving Credit, Term Loan and Security Agreement dated January 18, 2011, that certain Second Amendment to Revolving Credit, Term Loan and Security Agreement and Waiver, dated August 31, 2011 and that certain Third Amendment to Revolving Credit, Term Loan and Security Agreement, dated November 10, 2011 (as amended, and as further amended, modified and supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to the Borrowers.
B. The Borrowers have requested that the Agent’s, Co-Collateral Agents’ and Lenders consent to certain transactions and modifications to the Credit Agreement, which the Agent’s, Co-Collateral Agent’s and Lenders are willing to provide on the terms set forth herein.
C. The Parent Holdcos and the Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s, any Co-Collateral Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement or any Other Document is being waived or modified by the terms of this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendments to Credit Agreement.
(a) The following defined terms are hereby added to Section 1.2 of the Credit Agreement in their proper alphabetical order:
“2012 Matamoros Relocation” shall mean the relocation on or before December 31, 2012 of up to $2,029,000 worth of Appraised Equipment owned by Xxxxx Metals and listed on Schedule 1.2 to the facility of Cepillos xx Xxxxxxxxx, X.X. de C.V. located at Xxxxxxxxx Xxxxxxx #135 Col Mexico Agrario, Matamoros, Tamaulipas, CP 87440 Mexico.
“Xxxxx Xxxxxx” shall mean, collectively, Xxxxx Xxxxxx Inc. and its affiliates.
“L’Oreal” shall mean, collectively, L’Oreal, USA, Inc. and its affiliates.
“TPI Plastimec Sale” shall mean the sale by Xxxxx Cosmetics on or before September 28, 2012 of its Equity Interests in TPI Plastimec S.A. to Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx and certain other individual shareholders for no less than $900,000 in cash.
(b) Clause (k) of the defined term “U.S. Eligible Receivables” set forth in Section 1.2 of the Credit Agreement is hereby amended to read as follows:
“(k) Receivables with respect to a Customer (other than L’Oreal and Xxxxx Xxxxxx) whose total obligations owing to all Borrowing Base Parties exceed 15% (or, in the case of each of L’Oreal and Xxxxx Xxxxxx, 25%, and with respect to L’Oreal and Xxxxx Xxxxxx, collectively, 45%) of the sum of all Eligible Receivables, to the extent of the obligations owing by such Customer in excess of such percentage; provided, however, such percentages, as applied to a particular Customer (x) shall be subject to reduction by the Co-Collateral Agents in their Permitted Discretion if the creditworthiness of such Customer deteriorates and (y) may, at the Co-Collateral Agents’ election, be increased;”
(c) Section 2.21(c)(i) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(i) When any Parent Holdco or any Subsidiary thereof makes any Asset Disposition (other than dispositions permitted under Sections 4.3(a), 4.3(d),4.3(e), 4.3(f), 4.3(h), 4.3(i) or 4.3(k)) or experiences any Asset Loss Event, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds shall be held in trust for Agent; provided, however, that, up to an aggregate of $1,000,000 per Fiscal Year (or such higher amount as Agent and the
Required Lenders may agree) of the Net Cash Proceeds of the foregoing shall not be required to be applied to the prepayment of the Advances to the extent such proceeds are to be used to replace, repair or restore, or otherwise reinvest in, assets used in any Borrower’s business and so long as: (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (B)); provided, further, that (x) if all or any portion of such Net Cash Proceeds not so applied to the prepayment of the Advances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Cash Proceeds, such amount shall be applied to the Advances as otherwise set forth herein, on the last day of such specified period, (y) if such U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be deemed to be implied consent to any Disposition or other event otherwise prohibited by the terms and conditions hereof. Such repayments, other than any such prepayment with respect to the TPI Plastimec Sale, shall be applied (i) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof, and (ii) second, (A) to the extent such Asset Loss Event related to the U.S. Borrowers, to the remaining U.S. Advances in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof and (B) to the extent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the
terms hereof. Such repayments with respect to the TPI Plastimec Sale shall be applied to the U.S. Revolving Advances, in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof.”
(d) Section 2.21(c)(ii) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(ii) When any Parent Holdco or any Subsidiary thereof removes, relocates or holds any piece of Appraised Equipment to or in a location outside of the United States of America or Canada, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the net orderly liquidation value assigned in said appraisal to such piece of Appraised Equipment so removed, relocated or held; provided, however, no such prepayment shall be required with respect to the 2012 Matamoros Relocation. Such repayments shall be applied (A) first to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof, and (B) second, (1) to the extent such Appraised Equipment related to the U.S. Borrower, to the remaining U.S. Advances in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof, and (2) to the extent such Appraised Equipment related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with a the terms hereof.”
(e) Section 2.21(c)(iv) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(iv) When any Parent Holdco or any Subsidiary thereof receives any Extraordinary Receipts, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds. Such repayments shall be applied first, to the extent any such amounts constitute reimbursement of amounts previously paid using proceeds of Revolving Advances or working capital, to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and second, to the extent of any remaining Net Cash Proceeds thereof, 75% to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and 25% to the Term Loan; provided, however, any such prepayment resulting from receipt by Xxxxx Solutions on or before December 31, 2012 of a dividend or distribution by CMI Hong Kong in an amount not exceeding $500,000 shall be applied 100% to the outstanding U.S. Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount). The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Default under this Agreement.”
(f) Section 2.12(c) of the Credit Agreement is hereby amended by adding the following as subsection (v) thereof:
“(v) If the Term Loan has not been paid in full on or prior to November 15, 2012, then the U.S. Borrowers shall permit and enable the Co-Collateral Agents, at the U.S. Borrowers’ sole cost and expense, to obtain an appraisal, in form, scope and by an appraiser satisfactory to the Co-Collateral Agents, of the fixed assets of the U.S. Borrowers located in the United States and Canada (other than the equipment that is subject to transfer pursuant to the 0000 Xxxxxxxxx Xxxxxxxxxx). If an amount equal to 85% of the net orderly liquidation value set forth in such appraisal for such fixed assets (the “Updated NOLV”) does not equal or exceed the outstanding principal balance of the Term Loan as of the date of such appraisal, then the U.S. Borrowers shall, using funds other than proceeds of Revolving Advances, within three (3) Business Days after receipt of notice from the Co-Collateral Agents of the result of such appraisal, prepay the Term Loans in the amount sufficient to reduce such principal balance to an amount that is not greater than 85% of the Updated NOLV.”
(g) Section 4.3 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (j) thereof, (ii) changing the “.” at the end of clause (k) thereof to “; and” and (iii) adding the following as clause (l) thereof:
“(l) the TPI Plastimec Sale.”
(h) Schedule 1.2 attached to this Amendment is hereby added to the Credit Agreement as Schedule 1.2 thereto.
(i) Schedule 4.5 to the Credit Agreement is hereby deleted and replaced with Schedule 4.5 to this Amendment.
2. Amendment Fee. In consideration of the agreements set forth herein, the U.S. Borrowers hereby agree to pay to Agent, for the ratable benefit of the Lenders, an amendment fee in the amount of $25,000 (the “Amendment Fee”), which fee is non-refundable when paid and is fully-earned as of and due and payable on the date of this Amendment.
3. Effectiveness of this Amendment. Agent, or the Co-Collateral Agents, as applicable, must have received the following items, in form and content acceptable to the Co-Collateral Agents, before this Amendment is effective.
(a) Amendment. This Amendment fully-executed by all parties hereto and thereto.
(b) Fee. The Amendment Fee, which shall be paid as a charge to U.S. Borrower’s Account.
(c) Representations and Warranties. The representations and warranties set forth herein must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).
(d) Expense Reimbursement. Co-Collateral Agents shall have received reimbursement for all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to each of the Co-Collateral Agents) in accordance with Section 15.9 of the Credit Agreement.
4. Representations and Warranties. Each of the Loan Parties signatory hereto represents and warrants as follows:
(a) Authority. Such Person has full power, authority and legal right to enter into this Amendment and to perform all its respective Obligations hereunder and under the Other Documents (as amended or modified hereby). This Amendment has been duly executed and delivered by such Person, and this Amendment constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Amendment (a) are within such Person’s corporate, limited liability company or limited partnership powers (as applicable), have been duly authorized by all necessary company or partnership (as applicable) action, are not in contravention of law or the terms of such Person’s operating agreement, bylaws, partnership agreement, certificate of formation, articles of incorporation or other applicable documents relating to such Person’s formation or to the conduct of such Person’s business or of any material agreement or undertaking to which such Person is a party or by which such Person is bound, (b) will not, in any material respect, conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents which have been duly obtained, made or compiled prior to the date hereof and which are in full force and effect or except those which the failure to have obtained would not have, or could not reasonably be expected to have a Material Adverse Effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of any Loan party under the provisions of any material agreement, charter document, operating agreement or other instrument to which any Loan Party is a party or by which it or its property is a party or by which it may be bound.
(b) Representations and Warranties. Each of the representations and warranties made by a Loan Party in or pursuant to the Credit Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Agreement, the Other Documents or any related agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, other than representations and warranties relating to a specific earlier date, and in such case such representations and warranties are true and correct in all material respects as of such earlier date.
(c) No Default. No event has occurred and is continuing that constitutes a Default or an Event of Default.
5. Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York.
6. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other similar form of electronic transmission shall be deemed to be an original signature hereto.
7. Reference to and Effect on the Other Documents.
(a) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Other Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all Other Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to Agent and the Lenders.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent and/or the Lenders under any of the Other Documents, nor constitute a waiver of any provision of any of the Other Documents.
(d) To the extent that any terms and conditions in any of the Other Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.
8. Ratification. Each of the Loan Parties signatory hereto hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement, as amended hereby, and the Other Documents effective as of the date hereof.
9. Integration. This Amendment, together with the Other Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.
10. Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.
11. Submission of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute a commitment by Agent, the
Co-Collateral Agents or the Lenders to modify or waive any of their respective rights and remedies under the Other Documents, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein.
12. Guarantors’ Acknowledgment. With respect to the amendments to the Credit Agreement effected by this Amendment, each of the Loan Parties signatory hereto that is a Guarantor, hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty to the Credit Agreement, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth in this Amendment, and the Guarantors are hereby acknowledging the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, any Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
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TWIST BEAUTY PACKAGING HOLDING CORP., | |
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a Delaware corporation | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
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XXXXX AMERICAS, INC., | |
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a Delaware corporation | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
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XXXXX COSMETICS AMERICA, INC., | |
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a Delaware corporation | |
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By: |
/s/ Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Secretary |
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XXXXX BEAUTY SOLUTIONS USA, LLC, | |
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a New York limited liability company | |
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By: |
/s/ Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Secretary |
Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement
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XXXXX MEXICANA, LP, | |
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a Texas limited partnership | |
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By: |
Xxxxx Plastic Packaging Texas, Inc. |
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Its: |
General Partner |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
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BEAUTY PACKAGING CANADA HOLDINGS, INC., | |
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an Ontario corporation | |
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By: |
/s/ Xxx Xxxxxx |
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Name: |
Xxx Xxxxxx |
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Title: |
Director |
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XXXXX CANADA INC., | |
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an Ontario corporation | |
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By: |
/s/ Xxx Xxxxxx |
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Name: |
Xxx Xxxxxx |
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Title: |
Director |
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CEBAL MEXICANA LLC, | |
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a Delaware limited liability company | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Finance Director |
Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement
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XXXXX PLASTIC PACKAGING TEXAS, INC., | |
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a Delaware corporation | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
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XXXXX METAL AMERICAS, INC., | |
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a Delaware corporation | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
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XXXXX METAL HOLDING CORP., | |
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a Delaware corporation | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
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XXXXX METAL REAL ESTATE, INC., | |
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a Delaware limited liability company | |
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By: |
/s/ Fabrice Beaussant |
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Name: |
Fabrice Beaussant |
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Title: |
Treasurer |
Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement
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PNC BANK, NATIONAL ASSOCIATION, | |
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as a Co-Collateral Agent, Agent and a Lender | |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: |
Xxxxx Xxxxxxxxx |
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Title: |
Senior Vice President |
Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement
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GENERAL ELECTRIC CAPITAL CORPORATION, | |
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as a Co-Collateral Agent and a Lender | |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Duly Authorized Signatory |
Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement
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PNC BANK CANADA BRANCH, | |
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as a Lender | |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Assistant Vice President |
Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement
SCHEDULE 1.2
Equipment Subject to 0000 Xxxxxxxxx Xxxxxxxxxx
[Loan Parties to provide]
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Item num |
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Brand |
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Type of machine |
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Year |
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Site |
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ZAP |
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TOTAL | |
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432 |
343 |
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Nissey # 6 |
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Injection machine 210T with robot Yushir |
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0000 |
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Xxxx xx |
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Injection |
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37,500 |
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449 |
360 |
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Nissey # 26 |
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Injection machine 210T with sprue picker |
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1992 |
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Park rd |
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Injection |
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17,500 |
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26 |
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Screen tech inc |
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silk screening machine manually |
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0000 |
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Xxxxxx xx |
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Deco |
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5,000 |
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27 |
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Screen tech inc |
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silk screening machine manually |
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0000 |
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Xxxxxx xx |
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Deco |
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5,000 |
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40 |
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silk screening machine |
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Seemar rd |
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Deco |
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5,000 |
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16 |
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Screen machine OPT-8.0 |
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silk screening machine |
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Seemar rd |
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Deco |
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5,000 |
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000 |
000 |
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Xxxxxxxxxx # 00 |
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Injection machine 100T |
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0000 |
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Xxxx xx |
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Injection |
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9,000 |
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428 |
339 |
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Xxxxxx # 0 |
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Injection machine 50T |
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0000 |
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Xxxx xx |
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Injection |
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1,250 |
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000 |
000 |
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Xxxxxxxxxx # 00 |
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Injection machine 165T |
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0000 |
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Xxxx xx |
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Injection |
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15,000 |
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200 |
200 |
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Manual lacquering jar |
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Screentech Inline Jar Lacquer System #4 |
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0000 |
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Xxxxxx xx |
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Deco |
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10,000 |
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196 |
196 |
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Manual lacquering jar |
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Screentech Liquid Paint - UV Inline Jar #3 ($15K*2) |
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0000 |
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Xxxxxx xx |
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Deco |
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30,000 |
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316 |
317 |
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Pad stamping machine |
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Imtran Model ES-50 Dial Table with Pad Printers |
|
0000 |
|
Xxxxxx xx |
|
Deco |
|
6,000 |
|
248 |
249 |
|
Many machines |
|
Lot of Miscellaneous Machines, not being used |
|
|
|
Seemar rd |
|
Deco |
|
20,000 |
|
426 |
337 |
|
Nissei Model FV560-210L |
|
Plastic Injection Molding Machine #33 |
|
2009 |
|
Park rd |
|
|
|
245,000 |
|
447 |
358 |
|
Nissei Model FS160S36ASE |
|
Plastic Injection Molding Machine #24 |
|
1992 |
|
Park rd |
|
|
|
17,500 |
|
Items 365 to 418 |
|
injection equipments |
|
injection equipments |
|
|
|
Park rd |
|
|
|
101,000 | |
|
209 |
209 |
|
Jar Printing Machine |
|
Isimat Model RS5480 CNC 3-Color |
|
0000 |
|
Xxxxxx xx |
|
Deco |
|
400,000 |
|
210 |
210 |
|
Spray system Isimat line |
|
Turbo-Sprayer Paint System, |
|
0000 |
|
Xxxxxx xx |
|
Deco |
|
275,000 |
|
245 |
246 |
|
Acromark Model 730RR |
|
Acromark Model 730RR Hot stamp pot |
|
|
|
Seemar rd |
|
Deco |
|
2,500 |
|
246 |
247 |
|
Acromark Model N/A |
|
Acromark Model N/A Hot stamp pot |
|
|
|
Seemar rd |
|
Deco |
|
2,500 |
|
247 |
248 |
|
Acromark Model 560-25 |
|
Acromark Model 560-25-C601/8 Hot stamp |
|
|
|
Seemar rd |
|
Deco |
|
2,500 |
|
211 |
211 |
|
|
|
Custom Jar Pot Press; “”Rotary Potting #1 |
|
|
|
Seemar rd |
|
Deco |
|
1,500 |
|
427 |
338 |
|
Husky Model IND250 |
|
Plastic Injection Molding Machine #34 |
|
2003 |
|
Park rd |
|
|
|
130,000 |
|
425 |
336 |
|
Nissei Model FV560-210L |
|
Plastic Injection Molding Machine #32 |
|
2006 |
|
Park rd |
|
|
|
240,000 |
|
424 |
335 |
|
Nissei Model FV560-210L |
|
Plastic Injection Molding Machine #31 |
|
2008 |
|
Park rd |
|
|
|
245,000 |
|
448 |
359 |
|
Nissei Model FS160S36ASE |
|
Plastic Injection Molding Machine #25 |
|
1990 |
|
Park rd |
|
|
|
15,000 |
|
446 |
357 |
|
Nissei Model FS160S36ASE |
|
Plastic Injection Molding Machine #23 |
|
0000 |
|
Xxxx xx |
|
|
|
17,500 |
|
441 |
352 |
|
Battenfeld Model BA1300/400BK |
|
Plastic Injection Molding Machine #13 |
|
0000 |
|
Xxxx xx |
|
|
|
13,500 |
|
440 |
351 |
|
Battenfeld Model BA1300/400BK |
|
Plastic Injection Molding Machine #14 |
|
0000 |
|
Xxxx xx |
|
|
|
13,500 |
|
439 |
350 |
|
Battenfeld Model BA1300/400BK |
|
Plastic Injection Molding Machine #15 |
|
0000 |
|
Xxxx xx |
|
|
|
13,500 |
|
457 |
368 |
|
Matsui Model DMZ2-700 |
|
With injection machine #31 |
|
0000 |
|
Xxxx xx |
|
|
|
15,000 |
|
466 |
377 |
|
Matsui Model JL4-6VC |
|
With injection machine #31 |
|
0000 |
|
Xxxx xx |
|
|
|
5,000 |
|
462 |
373 |
|
Matsui Model JL4-6VC |
|
With injection machine #31 |
|
0000 |
|
Xxxx xx |
|
|
|
5,000 |
|
487 |
898 |
|
Moldflow Model CFX36 |
|
With injection machine #31 |
|
0000 |
|
Xxxx xx |
|
|
|
1,250 |
|
Items 365 to 418 |
|
injection equipments |
|
injection equipments |
|
|
|
Park rd |
|
|
|
101,000 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
2,029,000 |
SCHEDULE 4.5
EQUIPMENT AND INVENTORY LOCATIONS
|
Entity |
|
Address |
|
Owned or Leased |
|
Location Type |
|
Twist Beauty Packaging |
|
000 Xxxxx 00 Xxxxx |
|
Owned |
|
Chief Executive Office |
|
Holding Corp. |
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Xxxxx Americas, Inc. |
|
000 Xxxxx 00 Xxxxx |
|
Owned |
|
Chief Executive Xxxxxx |
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
|
|
0000 Xxxxxxx Xxxxxx |
|
Owned |
|
Warehouse |
|
|
|
Xxxxxxxxxxx XX 00000 |
|
|
|
|
|
Albea Plastic Packaging |
|
000 Xxxxx 00 Xxxxx |
|
Owned |
|
Chief Executive Office |
|
Texas, Inc. |
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Xxxxx Cosmetics |
|
0000 Xxxxxxxxxx Xxx |
|
Leased |
|
Chief Executive Office |
|
America, Inc. |
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
|
|
0000 Xxxxxx Xxxxx, Xxxx X0 |
|
Leased |
|
Plant |
|
|
|
Elk Grove Village, IL |
|
|
|
|
|
|
|
4695 Towerwood Drive |
|
Leased |
|
Warehouse |
|
|
|
Xxxxxxxxxxx, XX 00000 |
|
|
|
|
|
|
|
000 Xxxxx Xxxxxxx Xxxxx 000 |
|
Leased |
|
Warehouse |
|
|
|
Xxxxxxxx, XX 00000 |
|
|
|
|
|
Xxxxx Beauty Solutions |
|
000 Xxxxxxx Xxxxxx, 00/X |
|
Leased |
|
Chief Executive Office |
|
USA, LLC |
|
Xxx Xxxx, XX 00000 |
|
|
|
|
|
|
|
0000 Xxxxx Xxxxxxxx Xxxx., |
|
Leased |
|
Xxxxx Xxxxxx |
|
|
|
Xxxxx 000, Xxxxx, XX 00000 |
|
|
|
|
|
|
|
0000 Xxxx Xxxxxxx Xxxx. Xxx |
|
Xxxxxx |
|
Xxxxx Xxxxxx |
|
|
|
Xxxxxxx, XX 00000 |
|
|
|
|
|
Xxxxx Mexicana, LP |
|
000 Xxxxx 00 Xxxxx |
|
Owned |
|
Chief Executive Xxxxxx |
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
|
|
5300 Xxxxxx Xxx Xxx Drive, |
|
Leased |
|
Warehouse |
|
|
|
Xxxxx 000 Xxxxxxxx XX 00000 |
|
|
|
|
|
Cebal Mexicana, LLC |
|
000 Xxxxx 00 Xxxxx |
|
Owned |
|
Chief Executive Xxxxxx |
|
|
|
Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Beauty Packaging Canada, Inc. |
|
00 Xxxxxx Xxxx, Xxxxxxxx, |
|
Leased |
|
Chief Xxxxxxxxx Xxxxxx |
|
|
|
Xxxxxxx X0X 0X0 |
|
|
|
|
|
Beauty Packaging Canada Holdings, Inc. |
|
00 Xxxxxx Xxxx, Xxxxxxxx, |
|
Leased |
|
Chief Xxxxxxxxx Xxxxxx |
|
|
|
Xxxxxxx X0X 0X0 |
|
|
|
|
Affiliate Locations
Inventory and Equipment of Xxxxx Americas is from time to time located with:
Cebal Americas xx Xxxxxxx, S. de X.X. de C.V.
Av. de Los Nogales S/N, Parque Industrial Villa Florida
Xxxxxxx, Xxx., CP 00000 Xxxxxx
Inventory and Equipment of Xxxxx Cosmetics and Xxxxx Metal is from time to time located with:
Cepillos xx Xxxxxxxxx, X.X. de C.V.
Xxxxxxxxx Xxxxxxx #135 Col Mexico Agrario
Xxxxxxxxx, Xxx., CP 00000 Xxxxxx
Third Party Locations
The Shelbyville, TN location uses a temporary warehouse to store excess inventory at 0000 X. Xxxx Xxxxxx Xxxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx Warehouse & Trucking holds Avon & L’oreal/Maybelline products at 000 Xxxxxxxxxx Xxxxxxxx, Xxxxxx, XX 00000
Xxxx Distribution Inc. holds L’oreal products at 0000 X. Xxxxxxxxx Xx. Xxxxxx Xxxx, XX 00000
Smart Warehousing holds L’oreal and Maybelline products at 0000 Xxxxxxx Xxxxxx X. Xxxxxx Xxxx, XX 00000
Avon Products Inc. Branch Plant #1000011 holds Avon products at 0000 Xxxx Xxxx, Xxxxxx Xxxxx, XX 00000
Avon Products Inc. — USA Springsdale, Branch Plant # 1000021 holds Avon products at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
Avon Products Inc. holds Avon products at 0000 Xxxx Xxxx, Xxxxxx Xxxxx, XX 00000
