SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this 31st day of January, 2014 by and among BANK OF MONTREAL, as lender and as administrative agent (in its capacity as administrative agent, together with any successor thereto, “Senior Agent”) for the lenders from time to time party to the Senior Credit Agreement defined below (collectively with such lenders party to such Credit Agreement and any Credit Product Providers, as such term is defined in such Credit Agreement, “Senior Lenders”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (together with any successor thereto, the “Junior Agent”) for the lenders from time to time party to the Junior Credit Agreement defined below and each other holder of Junior Debt from time to time, PENNANTPARK INVESTMENT CORPORATION, PENNANTPARK FLOATING RATE CAPITAL LTD. and PENNANTPARK CREDIT OPPORTUNITIES FUND, LP, together with each of their successors or assigns from time to time party to the Junior Credi
CONSENT UNDER, REAFFIRMATION OF AND FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS CONSENT UNDER, REAFFIRMATION OF AND FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of August 26, 2014, by and among J.A. COSMETICS US, INC., a Delaware corporation (“J.A. Cosmetics”), JA 139 FULTON STREET CORP., a New York corporation (“JA Fulton”), JA 741 RETAIL CORP., a New York corporation (“JA 741 Retail”), JA COSMETICS RETAIL, INC., a New York corporation (“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), J.A. CHERRY HILL, LLC, a Delaware limited liability company (“JA Cherry Hill”; JA Cosmetics Retail, J.A. Cosmetics, JA Fulton, JA 741 Retail, JA RF and JA Cherry Hill collectively, the “Borrowers”), J.A. COSMETICS HOLDINGS, INC. a Delaware corporation (“Holdings”; each of the Borrowers and Holdings is referred to individually as an “Obligor” and collectively as the “Obligors”), U.S. BANK NATIONAL ASSOCIATION, as Junior Agent (as defined in the Subordination Agreement described below) (in such cap
SECOND LIEN CREDIT AGREEMENT Dated as of January 31, 2014 among J.A. COSMETICS HOLDINGS, INC., as Initial Borrower, and each other Person that becomes a Borrower hereunder by execution of a Joinder Agreement, as the Borrowers, THE OTHER PERSONS PARTY...Credit Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECOND LIEN CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 31, 2014, among J.A. Cosmetics Holdings, Inc., a Delaware corporation (“Holdings”), as the initial borrower (the “Initial Borrower”; each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a “Borrower” hereunder pursuant to a Joinder Agreement, may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), the other Persons party hereto that are designated as a “Loan Party”, EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent.
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of August 14, 2014, is by and among J.A. Cosmetics Holdings Inc., a Delaware corporation (“Holdings”), each Domestic Subsidiary of Holdings party to the Credit Agreement described below (the “Borrowers”), PennantPark Investment Corporation, PennantPark Floating Rate Capital Ltd., PennantPark Credit Opportunities Fund, LP (the foregoing PennantPark entities, collectively, the “Required Lenders”), each Loan Party to the Credit Agreement described below (the “Guarantors”) and U.S. Bank National Association, as Collateral Agent under the Credit Agreement described below (in such capacity, the “Collateral Agent”).
PLEDGE AND SECURITY AGREEMENT dated as of January 31, 2014 among AND THE OTHER PERSONS FROM TIME TO TIME PARTY HERETO as Grantors, and BANK OF MONTREAL, as Administrative AgentPledge and Security Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This PLEDGE AND SECURITY AGREEMENT (as amended, restated or supplemented from time to time, this “Agreement”) dated as of January 31, 2014, is made by each of the Grantors referred to below, in favor of BANK OF MONTREAL, in its capacity as Administrative Agent for each Lender Party (as defined in the Credit Agreement) (in such capacity, together with its successors and permitted assigns in such capacity, if any, the “Administrative Agent”).
JOINDER TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations
This JOINDER TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Joinder”) dated as of the 31st day of January, 2014 from J.A. COSMETICS US, INC., a Delaware corporation (“J.A. Cosmetics”), JA COSMETICS RETAIL, INC., a New York corporation (“JA Cosmetics Retail”), JA 741 RETAIL CORP., a New York corporation (“JA 741 Retail”) and JA 139 FULTON STREET CORP., a New York corporation (“JA 139 Fulton”; and with J.A. Cosmetics, JA Cosmetics Retail, JA 741 Retail and JA 139 Fulton, each a “New Obligor” and collectively, the “New Obligors”), to BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago office, as Administrative Agent for all Senior Lenders under the Subordination Agreement referred to below, and to the JUNIOR CREDITORS referred to below. Capitalized terms used but not defined herein shall have the meaning set forth in the Subordination Agreement referred to below.
Joinder to Credit AgreementCredit Agreement • June 22nd, 2016 • e.l.f. Beauty, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Joinder to Credit Agreement (this “Agreement”) dated as of this 31st day of January, 2014 is made by J.A. Cosmetics US, Inc., a Delaware corporation (“J.A. Cosmetics”). JA 139 FULTON STREET CORP., a New York corporation, JA 741 RETAIL CORP., a New York corporation and JA COSMETICS RETAIL, INC., a New York corporation (each a “New Borrower” and collectively, the “New Borrowers”) and J.A. Cosmetics Holdings, Inc., a Delaware corporation, (a “New Loan Party”) to and in favor of Bank of Montreal, in its capacity as Administrative Agent for the Lenders and L/C Issuer parties under the Credit Agreement referred to below.
