EXHIBIT 10.1 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURESupplemental Indenture • October 31st, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 1999 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.23 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 2nd, 2001 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • Ontario
EXHIBIT 10.24 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of the 8 th day of December, 2000, by and among Outsourcing Services Group, Inc., a Delaware corporation ("OSG"),...Settlement Agreement and Mutual Release • April 2nd, 2001 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • Delaware
PURCHASE AGREEMENTPurchase Agreement • March 14th, 2000 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • Ohio
RECITALSStock Option Agreement • March 31st, 1999 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 1st day of January 2001 by and between OUTSOURCING SERVICES GROUP, INC., a Delaware corporation having its principal place of business at 25 Commerce Drive, Allendale, New Jersey 07401 (the "Company"), and John G. Hewson, whose address is 80 Fawn Hill Road, Upper Saddle River, New Jersey 07458 (the "Employee").
AMENDMENT NO. 2Outsourcing Services Group Inc • March 28th, 2002 • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT NO. 2 ("Amendment No. 2"), dated as of February 22, 1999, to that certain Credit Agreement, dated as of January 8, 1998 (as amended, supplemented or otherwise modified to date, the "Credit Agreement"; capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement), by and among OUTSOURCING SERVICES GROUP, INC., a Delaware corporation, as a guarantor, its wholly-owned Subsidiaries AEROSOL SERVICES COMPANY, INC., a California corporation, and PIEDMONT LABORATORIES, INC., a Georgia corporation, as the initial Borrowers and, following consummation of the Kolmar Acquisition, KOLMAR LABORATORIES, INC., a Delaware corporation ("Kolmar"), as an additional Borrower, each financial institution from time to time party to the Credit Agreement (each a "Lender" and, collectively, "Lenders"), BT COMMERCIAL CORPORATION, a Delaware corporation, as agent for Lenders and the Issuing Bank (as defined in the Credit Agreement) (in such capac
CHEMICAL MANUFACTURING SUPPLY AGREEMENTOutsourcing Services Group Inc • March 28th, 2002 • Perfumes, cosmetics & other toilet preparations • Ohio
RECITALSRetirement Agreement • April 2nd, 2001 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT AND CONSENT TO ACQUISITIONCredit Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT AND CONSENT TO ACQUISITION (this "Amendment") is dated as of August 15, 2001 and entered into by and among OUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as Guarantor, its wholly-owned Subsidiaries, AEROSOL SERVICES COMPANY, INC., a California corporation, PIEDMONT LABORATORIES, INC., a Georgia corporation, KOLMAR LABORATORIES, INC., a Delaware corporation, ACUPAC PACKAGING, INC., a New Jersey corporation, and PRECISION PACKAGING AND SERVICES, INC., an Ohio corporation (the "Borrowers"), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "Agent") for the Lenders and the Issuing Bank (as defined in the Credit Agreement referred to below) and HELLER FINANCIAL, INC., acting as co-agent (in such capacity, the "Co-Agent").
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment") is dated as of January 11, 2001 and entered into by and among OUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as Guarantor (the "Guarantor"), its wholly-owned Subsidiaries, AEROSOL SERVICES COMPANY, INC., a California corporation, PIEDMONT LABORATORIES, INC., a Georgia corporation, KOLMAR LABORATORIES, INC., a Delaware corporation, ACUPAC PACKAGING, INC., a New Jersey corporation, and PRECISION PACKAGING AND SERVICES, INC., an Ohio corporation (the "Borrowers"), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "Agent") for the Lenders and the Issuing Bank (as defined in the Credit Agreement referred to below) and HELLER FINANCIAL, INC., acting as co-agent (in such capacity, the "Co-Agent").
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • May 13th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this "Amendment") is dated as of March 21, 2002, but effective as of December 30, 2001 and entered into by and among OUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as Guarantor, its wholly-owned Subsidiaries, AEROSOL SERVICES COMPANY, INC., a California corporation, PIEDMONT LABORATORIES, INC., a Georgia corporation, KOLMAR LABORATORIES, INC., a Delaware corporation, ACUPAC PACKAGING, INC., a New Jersey corporation, and PRECISION PACKAGING AND SERVICES, INC., an Ohio corporation (the "Borrowers"), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "Agent") for the Lenders and the Issuing Bank (as defined in the Credit Agreement referred to below) and HELLER FINANCIAL, INC., acting as co-agent (in such capacity, the "Co-Agent").
ASSET PURCHASE AGREEMENT By and Among CRAIG J. BERRY, KIM R. BERRY, DERMAL SCIENCES, INC. and ACUPAC PACKAGING, INC. September 6, 2001Iv Asset Purchase Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
THIS ASSET PURCHASE AGREEMENT is dated as of September 6, 2001 (this "Agreement") by and among ACUPAC PACKAGING, INC., a New Jersey corporation ("Purchaser"), CRAIG J. BERRY, KIM R. BERRY, and DERMAL SCIENCES, INC., a Delaware corporation ("Company"; collectively with Kim and Craig Berry, the "Sellers"). Capitalized terms not otherwise defined in this Agreement are used as defined in Appendix A hereto.
ASSET SALE AND PURCHASE AGREEMENT BETWEEN PROCTER & GAMBLE PHARMACEUTICALS, INC. AND OSG NORWICH PHARMACEUTICALS, INC.Asset Sale and Purchase Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
This is an ASSET SALE AND PURCHASE AGREEMENT, dated June 29, 2001 between Procter & Gamble Pharmaceuticals, Inc., an Ohio corporation formerly known as Norwich Eaton Pharmaceuticals, Inc., and a wholly-owned subsidiary of The Procter & Gamble Company ("P&G") ("Seller"), and OSG Norwich Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Outsourcing Services Group, Inc. ("Buyer"). Each of Seller and Buyer may hereafter be referred to as a "party" or collectively as "parties."
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • August 16th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
This AMENDMENT NO. 7 TO CREDIT AGREEMENT (this "Amendment") is dated as of August 15, 2002 and entered into by and among OUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as Guarantor, its wholly-owned Subsidiaries, AEROSOL SERVICES COMPANY, INC., a California corporation, PIEDMONT LABORATORIES, INC., a Georgia corporation, KOLMAR LABORATORIES, INC., a Delaware corporation, ACUPAC PACKAGING, INC., a New Jersey corporation, and PRECISION PACKAGING AND SERVICES, INC., an Ohio corporation (the "Borrowers"), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "Agent") for the Lenders and the Issuing Bank (as defined in the Credit Agreement referred to below) and HELLER FINANCIAL, INC., acting as co-agent (in such capacity, the "Co-Agent").
I. TERMNon-Competition Agreement • April 2nd, 2001 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT, NONDISCLOSURE AND NON-COMPETITION AGREEMENTNon-Competition Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
THIS EMPLOYMENT, NONDISCLOSURE AND NON-COMPETITION AGREEMENT (this "Agreement") is made as of the 6th day of September, 2001, by and between Acupac Packaging, Inc. (the "Company"), and Craig Berry, whose address is 2 Taylor Lane, Westport, Connecticut 06880 ("Employee").
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 28th, 2002 • Outsourcing Services Group Inc • Perfumes, cosmetics & other toilet preparations • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is dated as of February 29, 2000 and entered into by and among OUTSOURCING SERVICES GROUP, INC., a Delaware corporation ("OSG"), as Guarantor (the "Guarantor"), its wholly-owned Subsidiaries, AEROSOL SERVICES COMPANY, INC., a California corporation, PIEDMONT LABORATORIES, INC., a Georgia corporation, KOLMAR LABORATORIES, INC., a Delaware corporation, ACUPAC PACKAGING, INC., a New Jersey corporation, and PRECISION PACKAGING AND SERVICES, INC., an Ohio corporation (the "Borrowers"), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "Agent") for the Lenders and the Issuing Bank (as defined in the Credit Agreement referred to below) and HELLER FINANCIAL, INC., acting as co-agent (in such capacity, the "Co-Agent").
