AMENDMENT NO. 1 Dated as of October 10, 2012 to CREDIT AGREEMENT Dated as of July 15, 2010Credit Agreement • October 17th, 2012 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of October 10, 2012 by and among Zep Inc. (the “Company”), Acuity Specialty Products, Inc. (together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of July 15, 2010 by and among the Borrowers, the Subsidiary Borrowers from time to time party thereto, the Lenders and the Administrative Agent (as amended by that certain Consent Memorandum dated October 13, 2011 and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
ASSET PURCHASE AGREEMENT DATED OCTOBER 16, 2012 BY AND AMONG ECOLAB INC., ZEP VEHICLE CARE INC., a Georgia corporation, ACUITY HOLDINGS, INC. a Quebec Corporation, ZEP INDUSTRIES B.V. a Netherlands private limited liability company, ZEP IP HOLDING...Asset Purchase Agreement • October 17th, 2012 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of October 16, 2012, by and among (1) Ecolab Inc., a Delaware corporation (“Seller”), (2) Zep Vehicle Care Inc., a Georgia corporation (“US Buyer”), (3) Acuity Holdings, Inc., a Quebec Corporation (“Canadian Buyer”), (4) Zep Industries B.V., a Netherlands private limited liability company (“European Buyer”); (5) Zep IP Holding LLC, a Georgia limited liability company (“IP Buyer” and together with US Buyer, Canadian Buyer, and European Buyer, the “Buyers”), and (6) solely for purposes of Sections 1.1(b)(i), 1.1(b)(ii) and 11.14, Zep Inc., a Delaware corporation, (“Parent”).
