REGISTRATION RIGHTS AGREEMENT Dated as of January 27, 2005 by and among to be merged with and into DEL LABORATORIES, INC. and THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. DEUTSCHE BANK SECURITIES INC.Registration Rights Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Agreement is made pursuant to the Purchase Agreement, dated January 19, 2005 (the “Purchase Agreement”), by and among DLI Acquisition and the Initial Purchasers and, as of the Time of Merger, pursuant to that certain first amendment to the Purchase Agreement, the Company and the Guarantors. In order to induce the Initial Purchasers to purchase the Initial Notes, DLI Acqusition has agreed, and the Company and the Guarantors, at the Time of Merger, will agree pursuant to that certain First Amendment to the Registration Rights Agreement, dated as of the date hereof (the “First Amendment”), among the Company, the Guarantors and the Initial Purchasers, a copy of which is attached hereto as Exhibit A, to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement and the First Amendment hereto is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not ot
CREDIT AGREEMENT among DLI HOLDING II CORP., DLI ACQUISITION CORP. (to be merged into DEL LABORATORIES, INC.), as Borrower, The Several Lenders from Time to Time Parties Hereto, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, DEUTSCHE BANK...Credit Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT, dated as of January 27, 2005, among DLI HOLDING II CORP., a Delaware corporation (“Holdings”), DLI ACQUISITION CORP., a Delaware corporation (as further defined in Section 1.1, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), J.P. MORGAN SECURITIES, INC. and BEAR, STEARNS & CO. INC. as joint lead arrangers and joint bookrunners (in such capacities, the “Lead Arrangers”), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, the “Syndication Agent”), DEUTSCHE BANK SECURITIES INC., as documentation agent and as co-agent (in such capacity, the “Documentation Agent” and, together with the Lead Arrangers, the “Arrangers”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 27, 2005, between DLI Holding Corp., a Delaware corporation (the “Company”), and Charles J. Hinkaty (“Executive”).
LIMITED LIABILITY COMPANY AGREEMENT OF DLI HOLDING LLCLimited Liability Company Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Limited Liability Company Agreement of DLI Holding LLC (the “Company”) is dated as of January 27, 2005, among the individuals or entities listed under the heading “Kelso Members” on Schedule A hereto (each a “Kelso Member” and collectively, the “Kelso Members”), William McMenemy, Charles Hinkaty and Harvey Alstodt (each a “Management Member” and collectively, the “Management Members,” which term shall also include such persons who become members of the Company and are designated “Management Members” after the date hereof in accordance with Section 3.8 of this Agreement) and Magnetite Asset Investors III L.L.C. (the “Outside Member” and, together with any persons who become members of the Company and are designated “Outside Members” after the date hereof in accordance with Section 3.8 of this Agreement, the “Outside Members”). The Kelso Members, the Management Members and the Outside Members are collectively referred to herein as the “Members”, and the Management Members and the Ou
REGISTRATION RIGHTS AGREEMENT DLI HOLDING CORP. Dated as of January 27, 2005Registration Rights Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2005 among DLI Holding Corp., a Delaware corporation (the “Company”), DLI Holding LLC, a Delaware limited liability company (“DLI LLC”), and those employees of the Company or its subsidiaries listed on Schedule 1 (collectively, the “Management Stockholders”). DLI LLC and the Management Stockholders are hereinafter referred to collectively as the “Stockholders.” Capitalized terms used herein without definition are defined in Section 9.
EXCHANGE AGREEMENTExchange Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Exchange Agreement (this “Agreement”) is entered into as of January 27, 2005, between DLI Holding Corp., a Delaware corporation (“Holding”), and William McMenemy (the “Executive”).
ROLLOVER STOCK OPTION AGREEMENTRollover Stock Option Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
ROLLOVER STOCK OPTION AGREEMENT (the “Agreement”), dated as of January 27, 2005, between DLI Holding Corp. a Delaware corporation (“Holding”), and Harvey P. Alstodt (the “Employee”). Capitalized terms used herein without definition have the meaning set forth in Section 15 hereof.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of , between DLI Holding Corp. a Delaware corporation (the “Company”), and (the “Employee”), pursuant to the DLI Holding Corp. Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
LETTER OF UNDERSTANDINGLetter of Understanding • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations
This Letter of Understanding among Del Laboratories, Inc. (the “Company”), DLI Holding Corp. (“DLI”) and Dan K. Wassong (the “Executive” and, together with the Company and DLI, the “Parties”) is entered into as of November 10, 2004. The Parties acknowledge that the Executive is party to an Employment Agreement with the Company, dated as of July 1, 1999, as amended (the “Employment Agreement”). Except as otherwise defined herein, any capitalized terms used herein shall have the meaning ascribed to such term in the Employment Agreement.
FIRST SUPPLEMENTAL INDENTURE RELATING TO THE ACQUISITIONFirst Supplemental Indenture • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 27, 2005, among Del Laboratories, Inc., a Delaware corporation (the “Company”), the Company’s Subsidiaries listed on the signature pages hereto (the “Guaranteeing Subsidiaries”) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTThe Registration Rights Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of January 27, 2005, among Del Laboratories, Inc. (“Del”), Del’s subsidiaries listed on the signature pages hereto (the “Guarantors”) and Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (each, an “Initial Purchaser” and together, the “Initial Purchasers”).
c/o Kelso & Company, L.P.Del Pharmaceuticals, Inc. • April 27th, 2005 • Perfumes, cosmetics & other toilet preparations • New York
In consideration of the Kelso Group’s providing the foregoing services (other than Transaction Services), the Company will pay Kelso an annual advisory fee of $1.2 million, payable quarterly in advance on January 1, April 1, July 1 and October 1 (or the first business day following each such date), provided that the first payment will be due on the date hereof and shall be in an amount pro-rated for the period from the date hereof to March 31, 2005. If the Kelso Group invests additional equity in the Company or any of its affiliates on one or more occasions after the date hereof, then, in each such case, the Company and Kelso will negotiate in good faith to effect a mutually acceptable increase to such advisory fee. In consideration of the Kelso Group’s providing Transaction Services, the Company will pay Kelso a fee to be agreed between the Company and Kelso. The Company shall reimburse Kelso promptly for the Kelso Group’s out-of-pocket costs and expenses incurred in connection with a
STOCKHOLDERS AGREEMENT DLI HOLDING CORP. Dated as of January 27, 2005Stockholders Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
STOCKHOLDERS AGREEMENT, dated as of January 27, 2005 (this “Agreement”), among DLI Holding Corp., a Delaware corporation (the “Company”), DLI Holding, LLC, a Delaware limited liability company (“DLI LLC”), and those employees of the Company or its Subsidiaries who are listed on Schedule A (collectively, the “Management Stockholders” and together with DLI LLC, the “Stockholders”). The initial amount of Capital Stock held by each of the Stockholders as of the date hereof is set forth on Schedule B opposite such Stockholder’s name. Capitalized terms used herein without definition are defined in Section 28.
ASSUMPTION AGREEMENTAssumption Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
ASSUMPTION AGREEMENT, dated as of January 27, 2005 (this “Agreement”), between DLI Acquisition Corp., a Delaware corporation (“Assignor”), and Del Laboratories, Inc., a Delaware corporation (“Assignee”), and consented to by JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (as hereinafter defined).
GUARANTEE AND COLLATERAL AGREEMENT made by and and DEL LABORATORIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of January 27, 2005Guarantee and Collateral Agreement • April 27th, 2005 • Del Pharmaceuticals, Inc. • Perfumes, cosmetics & other toilet preparations • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 27, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement, dated as of January 27, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DLI Holding II Corp., a Delaware corporation (“Holdings”), DLI Acquisition Corp., a Delaware corporation (as further defined in Section 1.1, the “Borrower”), the Lenders, J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners (in such capacity, the “Lead Arrangers”), Bear Stearns Corporate Lending Inc., as syndication agent (in such capacity, the “Syndication Agent”), Deuts
