OUTSOURCING SERVICES GROUP, INC. $105,000,000 10 7/8% Senior Subordinated Notes Due 2006 PURCHASE AGREEMENT February 26, 1998Purchase Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
AMENDED AND RESTATED STOCKHOLDER AGREEMENT OUTSOURCING SERVICES GROUP, INC. DATED AS OF JUNE 30, 1997 (Certain terms are defined in Section 24 of this Agreement) AMENDED AND RESTATED STOCKHOLDER AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDER...Stockholder Agreement • June 19th, 1998 • Aerosol Services Co Inc • Delaware
January 8, 1998Management Services Agreement • June 19th, 1998 • Aerosol Services Co Inc
CREDIT AGREEMENTCredit Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of the 30th day of September 1996, by and among AEROSOL COMPANIES HOLDING CORPORATION, a Delaware corporation ("Purchaser"), SAMUEL D. GARRETSON, an individual...Stock Purchase Agreement • June 19th, 1998 • Aerosol Services Co Inc • Georgia
RECITALS:Merger Agreement • June 19th, 1998 • Aerosol Services Co Inc • Delaware
Dated as of March 3, 1998 by and among OUTSOURCING SERVICES GROUP, INC., THE GUARANTORS NAMED HEREIN, BT ALEX. BROWN INCORPORATED -------------------------- ------------------------------------------------------ ------------------------...Registration Rights Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT THIS AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT (hereafter, the "Amendment") is made this 31 day of December, 1997, between PIEDMONT LABORATORIES, INC. (hereafter the "Company") and SAMUEL D....Employment Agreement • June 19th, 1998 • Aerosol Services Co Inc
INDENTUREIndenture • June 19th, 1998 • Aerosol Services Co Inc • New York
STOCK PURCHASE AGREEMENT Dated as of June 27, 1996Stock Purchase Agreement • June 19th, 1998 • Aerosol Services Co Inc • Georgia
AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT THIS AMENDMENT AND TERMINATION OF EMPLOYMENT CONTRACT (hereafter, the "Amendment") is made this 31 day of December, 1997, between AEROSOL SERVICES COMPANY, INC. (hereafter, the "Company") and HOWARD C....Employment Agreement • June 19th, 1998 • Aerosol Services Co Inc
RECITALSStock Option Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
IN WITNESS WHEREOF, this Amendment and Waiver No. 1 has been duly executed on behalf of each of the undersigned as of the date first written above. AEROSOL SERVICES COMPANY, INC., as Borrower By: /s/ Joseph W. Sortais --------------------------- Name:...Credit Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
DATED AS OFRegistration Rights Agreement • June 19th, 1998 • Aerosol Services Co Inc • California
SHARE AND ASSET PURCHASE AGREEMENT THIS AGREEMENT is made the 28th day of October, 1997. BETWEEN: CCL INDUSTRIES INC., a corporation incorporated under the laws of Canada (herein called "CCL") - and - CCL INDUSTRIES CORPORATION, a corporation...Share and Asset Purchase Agreement • June 19th, 1998 • Aerosol Services Co Inc
EMPLOYMENT AND NON-COMPETITION AGREEMENT THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement") is made as of this 31st day of December, 1997, by and between OUTSOURCING SERVICES GROUP, INC., a Delaware corporation having its principal place...Employment Agreement • June 19th, 1998 • Aerosol Services Co Inc
MODIFICATION AGREEMENT This confirms our agreement that the site described in a letter from Geofrey Myers, Esq. to Peter Tennyson, Esq. dated November __, 1997 will be treated as an "Offsite Location" and indemnified pursuant to Sections 8.5(b) and...Modification Agreement • June 19th, 1998 • Aerosol Services Co Inc
MODIFICATION AGREEMENT This confirms our agreement that the site described in a letter from Geofrey Myers, Esq. to Peter Tennyson, Esq. dated November __, 1997 will be treated as an "Offsite Location" and indemnified pursuant to Sections 8.5(b) and 9.1 of the Share and Asset Purchase Agreement dated October 28, 1997 by and among CCL Industries, Inc., CCL Industries Corporation and Outsourcing Services Group, Inc. even though such site is not listed on Schedule 9.1 to such Agreement. December __, 1997 CCL INDUSTRIES, INC. By: /s/ Its Solicitors Lang, Michener --------------------------------------------- By: /s/ Geoffrey Myers I have authority to bind ---------------------------------------------
January 1, 1998 CCL INDUSTRIES INC. 105 Gordon Baker Road, Suite 800 Willowdale, Ontario M2H 3P8 Attention: President CCL INDUSTRIES CORPORATION 105 Gordon Baker Road, Suite 800 Willowdale, Ontario M2H 3P8 Attention: President Re: Amendment to Share...Share and Asset Purchase Agreement • June 19th, 1998 • Aerosol Services Co Inc • New York
EXHIBITS A Agreement of Merger B Machinery and Equipment (Section 1.01(a) (i)) C Leasehold Interests (Section 1.01(a) (ii)) D Facilities Where Inventory Located (Section 1.01(a) (iii)) E Contracts (Section 1.01(a) (v)) F Excluded Assets (Section 1.02)...Purchase and Merger Agreement • June 19th, 1998 • Aerosol Services Co Inc • California
AMENDED AND RESTATED WARRANT AGREEMENT dated as of January 8, 1998 between OUTSOURCING SERVICES GROUP, INC., a company duly organized and validly existing under the laws of the State of Delaware (the "Issuer"), and Chase Manhattan Capital, L.P. (the...Warrant Agreement • June 19th, 1998 • Aerosol Services Co Inc • Delaware
