COTY INC., as the Company, HFC PRESTIGE PRODUCTS, INC. and HFC PRESTIGE INTERNATIONAL U.S. LLC, as Co-Issuers AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO $500,000,000 4.750% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of November 30, 2021...Supplemental Indenture • November 30th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE dated as of November 30, 2021 among Coty Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), as issuer, HFC Prestige Products, Inc., a corporation duly organized and existing under the laws of the State of Connecticut, and HFC Prestige International U.S. LLC, a limited liability company duly formed and existing under the laws of the State of Delaware, as co-issuers (the “Co-Issuers”, and collectively with the Company, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee, Registrar, Paying Agent and Collateral Agent (each as defined below).
PLEDGE AND SECURITY AGREEMENT Dated as of November 30, 2021 by and among THE GRANTORS REFERRED TO HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral AgentPledge and Security Agreement • November 30th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of November 30, 2021, by and among COTY INC., a Delaware corporation (the “Company”), HFC Prestige Products, Inc., a Connecticut corporation (“HFC Inc.”), HFC Prestige International U.S. LLC, a Delaware limited liability company (“HFC LLC”), the other entities identified as “Grantors” on the signature pages hereto from time to time (each, a “Subsidiary Party” and, collectively, the “Subsidiary Parties”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacity as collateral agent for the Notes Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
ContractJoinder Agreement • November 30th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
JOINDER AGREEMENT NO. 2 dated as of November 30, 2021 (the “Joinder Agreement”) to the FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT dated as of April 21, 2021 (as modified by the Joinder Agreement No. 1, dated as of June 16, 2021, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as Credit Facility Agent, Deutsche Bank Trust Company Americas, as Initial Other Authorized Representative, and each other Authorized Representative from time to time party thereto.
REFINANCING AMENDMENTRefinancing Amendment • November 30th, 2021 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
This REFINANCING AMENDMENT, dated as of November 30, 2021 (this “Agreement”), is made by and among Coty Inc., a Delaware corporation (the “Parent Borrower”), Coty B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 37069236 (the “Dutch Borrower”), the other Loan Parties party hereto, the Refinancing Revolving Lenders (as defined below), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
