CREDIT AGREEMENT DATED AS OF FEBRUARY 18, 2005 AMONG STB BEAUTY, INC., as Holdings, THE LENDERS LISTED HEREIN, as Lenders, and BNP PARIBAS, as Administrative Agent BNP PARIBAS Lead Arranger CIBC WORLD MARKETS CORP. Syndication AgentCredit Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
BARE ESCENTUALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2006 • Bare Escentuals Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________, 2006 by and between Bare Escentuals, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
OFFICE LEASEOffice Lease • June 30th, 2006 • Bare Escentuals Inc • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between ECI STEVENSON LLC, a California limited liability company (“Landlord”), and MD BEAUTY, INC., a Delaware corporation (“Tenant”).
SECURITY AGREEMENTSecurity Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of February 18, 2005 and entered into by and among MD BEAUTY, INC., a Delaware corporation (“Company”), STB BEAUTY, INC., a Delaware corporation (“Holdings”), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Company, Holdings, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and BNP PARIBAS, as Administrative Agent for and representative of (in such capacity herein called “Secured Party”) the Beneficiaries (as hereinafter defined).
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • June 30th, 2006 • Bare Escentuals Inc • Pennsylvania
THIS AMENDED AND RESTATED AGREEMENT (“Agreement”) is dated December 31, 1998 and is between QVC, Inc., a Delaware corporation with its principal place of business at Studio Park, 1200 Wilson Drive, West Chester, PA 19380 (“QVC”) and DOLPHIN ACQUISITION CORP., a California corporation d/b/a BARE ESCENTUALS, with its principal place of business at 600 Townsend, Suite 329E, San Francisco, CA 94103 (the “Company”).
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 30th, 2006 • Bare Escentuals Inc
WHEREAS, STB Beauty, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company are parties to a Stockholders Agreement dated as of June 10, 2004 (the “Agreement”) between the Company and the stockholders party thereto (the “Stockholders”);
MD Beauty letterhead] August 2, 2005Employment Agreement • June 30th, 2006 • Bare Escentuals Inc
FORM OF REVOLVING NOTERevolving Note • June 30th, 2006 • Bare Escentuals Inc • Delaware
Company also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement dated as of February 18, 2005, by and among Company, STB Beauty, Inc., a Delaware corporation, the financial institutions from time to time party thereto as Lenders, and BNP Paribas, as Administrative Agent (said Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defend).
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of October 7, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Term Loan Agreement dated as of February 18, 2005, as amended by the First Amendment to Term Loan Agreement dated as of July 21, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2006 • Bare Escentuals Inc • Delaware
This Employment Agreement dated as of May 3, 2004 (as amended and otherwise modified, the “Agreement”) is entered into by and between MD Beauty, Inc. (the “Company”), a Delaware corporation, and Leslie Blodgett (the “Executive”).
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF DECEMBER 31, 1998Amendment to Amended and Restated Agreement • June 30th, 2006 • Bare Escentuals Inc • Pennsylvania
THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF DECEMBER 31, 1998 (“Amendment”) is effective as of January 29, 1999 by and between QVC, Inc., a Delaware corporation (“QVC”) and Dolphin Acquisition Corp., a California corporation (“Company”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of July 21, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Term Loan Agreement dated as of February 18, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 21, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
FORM OF TERM NOTETerm Note • June 30th, 2006 • Bare Escentuals Inc • Delaware
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 18, 2005 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND AMONG BNP PARIBAS, AS FIRST LIEN ADMINISTRATIVE AGENT, AND BNP PARIBAS, AS SECOND LIEN ADMINISTRATIVE AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
BARE ESCENTUALS, INC. SECOND AMENDMENT TO THE STOCKHOLDERS AGREEMENT June 28, 2006Stockholders Agreement • June 30th, 2006 • Bare Escentuals Inc
Reference is made to the Stockholders Agreement (the “Stockholders Agreement”), dated as of June 10, 2004, by and between Bare Escentuals, Inc. (the “Company”) and the stockholders party thereto (the “Stockholders”), as amended on December 21, 2004. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Stockholders Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 17, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”). Reference is made to that certain Credit Agreement dated as of February 18, 2005, as amended by the First Amendment to Credit Agreement dated as of July 21, 2005, and as amended by the Second Amendment to Credit Agreement dated as of October 7, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2006 • Bare Escentuals Inc
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of May 31, 2006, by and between MD Beauty, Inc., a Delaware corporation (the “Company”), and Leslie Blodgett (“Executive”).
FIRST ADDENDUM TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • June 30th, 2006 • Bare Escentuals Inc
This First Addendum represents a revision to payment terms stipulated in the License and Supply Agreement between BioKool, LLC, (hereinafter “BioKool”) and Bare Escentuals,, Inc. (hereinafter “Licensee”) in August 2005.
SECURITY AGREEMENTSecurity Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of February 18, 2005 and entered into by and among MD BEAUTY, INC., a Delaware corporation (“Company”), STB BEAUTY, INC., a Delaware corporation (“Holdings”), each of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and collectively (“Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 21 hereof (each of Company, Holdings, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and BNP PARIBAS, as Administrative Agent for and representative of (in such capacity herein called “Secured Party”) the Beneficiaries (as hereinafter defined).
THIRD AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of March 17, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”). Reference is made to that certain Term Loan Agreement dated as of February 18, 2005, as amended by the First Amendment to Term Loan Agreement dated as of July 21, 2005, and as amended by the Second Amendment to Term Loan Agreement dated as of October 7, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same mean
FORM OF TERM NOTETerm Note • June 30th, 2006 • Bare Escentuals Inc • Delaware
Company also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement dated as of February 18, 2005, by and among Company, STB Beauty, Inc., a Delaware corporation, the financial institutions from time to time party thereto as Lenders, and BNP Paribas, as Administrative Agent (said Credit Agreement, as it may be amended, supplemented or otherwise modified from time to time, being the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined).
ContractLicense and Supply Agreement • June 30th, 2006 • Bare Escentuals Inc • California
*** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 7, 2005 and entered into by and among STB BEAUTY, INC., a Delaware corporation (“Holdings”), MD BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, as amended by the First Amendment to Credit Agreement dated as of July 21, 2005, by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit A
BARE ESCENTUALS BEAUTY, INC. FOURTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of June 7, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, formerly known as MD Beauty, Inc. (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Term Loan Agreement dated as of February 18, 2005, as amended by the First Amendment to Term Loan Agreement dated as of July 21, 2005, the Second Amendment to Term Loan Agreement dated as of October 7, 2005, and the Third Amendment to Term Loan Agreement dated as of March 17,
STB BEAUTY, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • June 30th, 2006 • Bare Escentuals Inc • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of the 10th day of June, 2004 by and among (i) STB Beauty, Inc., a Delaware corporation (the “Company”) and (ii) the Stockholders (as defined herein) party hereto.
TERM LOAN AGREEMENT DATED AS OF FEBRUARY 18, 2005 AMONG STB BEAUTY, INC., as Holdings, THE LENDERS LISTED HEREIN, as Lenders, and BNP PARIBAS, as Administrative Agent BNP PARIBAS Lead Arranger CIBC WORLD MARKETS CORP. Syndication AgentTerm Loan Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
MASTER SERVICES AGREEMENTMaster Services Agreement • June 30th, 2006 • Bare Escentuals Inc • California
This MASTER SERVICES AGREEMENT (this “Agreement”) is made effective as of January 3, 2006, by and between Datapak Services Corporation, a Michigan corporation ("Datapak"), and Bare Escentuals, Inc. a California corporation ("Bare Escentuals").
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF DECEMBER 31, 1998Amended and Restated Agreement • June 30th, 2006 • Bare Escentuals Inc • Pennsylvania
THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF DECEMBER 31,1998 (“Amendment”) is effective as of FEBRUARY 9,1999 by and between QVC, Inc., a Delaware corporation (“QVC”) and Dolphin Acquisition Corp., a California corporation (“Company”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
BARE ESCENTUALS BEAUTY, INC. FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2006 • Bare Escentuals Inc • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 7, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, formerly known as MD Beauty, Inc. (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Consenting Lender” and collectively as “Consenting Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 3 hereof, the Credit Support Parties (as defined in Section 3 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, as amended by the First Amendment to Credit Agreement dated as of July 21, 2005, the Second Amendment to Credit Agreement dated as of October 7, 2005, and the Third Amendment to Credit Agreement dated as of Ma
