D&f Industries Inc Sample Contracts

D&f Industries Inc – CREDIT AGREEMENT (March 31st, 2000)

Exhibit 4.4(iii) SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of April 30, 1999 and is by and among GLOBAL HEALTH SUB, INC., as Borrower, GLOBAL HEALTH SCIENCES, INC., as Parent Guarantor, the LENDERS party hereto, CITICORP USA, INC., as Administrative Agent, CITIBANK, N.A., as Issuing Bank, and BANK OF AMERICA NT&SA, as Documentation Agent. RECITALS 1. The parties hereto have previously entered into that certain Credit Agreement dated as of April 23, 1998, as amended by that certain First Amendment to Credit Agreement dated as of December 4, 1998 (as so amended, the "Credit Agreement"). 2. The Borrower has requested that the Lenders agree to amendments to ce

D&f Industries Inc – CREDIT AGREEMENT (March 31st, 2000)

Exhibit 4.4(iv) LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of October 29, 1999 and is by and among GLOBAL HEALTH SUB, INC., as Borrower, GLOBAL HEALTH SCIENCES, INC., as Parent Guarantor, the LENDERS party hereto, CITICORP USA, INC., as Administrative Agent, CITIBANK, N.A., as Issuing Bank, and BANK OF AMERICA, N.A. (formerly known as Bank of America NT&SA), as Documentation Agent. RECITALS 1. The parties hereto have previously entered into that certain Credit Agreement dated as of April 23, 1998, as amended by that certain First Amendment to Credit Agreement dated as of December 4, 1

D&f Industries Inc – CREDIT AGREEMENT (March 31st, 2000)

Exhibit 4.4(ii) FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of December 4, 1998 and is by and among GLOBAL HEALTH SUB, INC., as Borrower, GLOBAL HEALTH SCIENCES, INC., as Parent Guarantor, the LENDERS party hereto, CITICORP USA, INC., as Administrative Agent, CITIBANK, N.A., as Issuing Bank, and BANK OF AMERICA NT&SA, as Documentation Agent. RECITALS 1. The parties hereto have previously entered into that certain Credit Agreement dated as of April 23, 1998 (the "Credit Agreement"). 2. The Borrower has requested that the Lenders (i) consent to the consummation of certain Acquisitions that do not constitute Permitted Acquisitions, and (ii) increase the aggregate amount of the Revolving

D&f Industries Inc – PLEDGE AND SECURITY AGREEMENT (July 10th, 1998)

Exhibit 4.7 ================================================================================ PLEDGE AND SECURITY AGREEMENT dated as of April 23, 1998 GLOBAL HEALTH SUB, INC., GLOBAL HEALTH SCIENCES, INC., and the Subsidiary Grantors, as Grantors, and CITICORP USA, INC., as Administrative Agent, as Secured Party ------------------------------------------------ TABLE OF CONTENTS

D&f Industries Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of April 23, 1998, between GLOBAL HEALTH SCIENCES, INC., a Delaware corporation (the "Company"), and RICHARD D. MARCONI (the "Executive"). W I T N E S S E T H : WHEREAS, the Company is engaged in the business of manufacturing dietary and nutritional supplements in the United States and throughout the world (the "Business"); and WHEREAS, the Company desires to retain the services of the Executive in the capacity of Chairman of the Board of Directors and President of the Company, and the Executive desires to provide such services in such capacity to the Company, on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree

D&f Industries Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of April 23, 1998, between GLOBAL HEALTH SCIENCES, INC., a Delaware corporation (the "Company"), and Donald J. Lewis (the "Executive"). W I T N E S S E T H : WHEREAS, the Company is engaged in the business of manufacturing dietary and nutritional supplements in the United States and throughout the world (the "Business"); and WHEREAS, the Company desires to retain the services of the Executive in the capacity of Senior Vice President and Chief Financial Officer of the Company, and the Executive desires to provide such services in such capacity to the Company, on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as fo

D&f Industries Inc – GUARANTY, INDEMNITY AND SUBORDINATION AGREEMENT (July 10th, 1998)

Exhibit 4.6 -------------------------------------------------------------------------------- GUARANTY, INDEMNITY AND SUBORDINATION AGREEMENT dated as of April 23, 1998 GLOBAL HEALTH SCIENCES, INC., and the Subsidiary Guarantors -------------------------------------------------------------------------------- CITICORP USA, INC., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I

D&f Industries Inc – CONSULTING AGREEMENT (July 10th, 1998)

CONSULTING AGREEMENT CONSULTING AGREEMENT (this "Agreement"), dated as of April 23, 1998, between Global Health Sciences, Inc., a California corporation (the "Company"), and BGA Consulting ("Consultant"). W I T N E S S E T H : WHEREAS, simultaneously herewith the Company has entered into an Agreement and Plan of Reorganization providing for, among other things, the reorganization (the "Reorganization") of the Company's current business structure; and WHEREAS, the Company desires to retain the Consultant to provide the consulting services described herein to facilitate the operations of the Company following the Reorganization, and the Consultant desires to provide such services in such capacity to the Company, on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations he

D&f Industries Inc – INDENTURE (July 10th, 1998)

------------------------------------------------------------------------------ GLOBAL HEALTH SCIENCES, INC., as Issuer, The SUBSIDIARY GUARANTORS named herein and CHASE MANHATTAN BANK and TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee ---------------------- INDENTURE Dated as of April 23, 1998 ---------------------- up to $325,000,000 11% Senior Notes due 2008 ------------------------------------------------------------------------------ CROSS-REFERENCE TABLE TIA Indenture Section Section -------

D&f Industries Inc – REGISTRATION RIGHTS AGREEMENT (July 10th, 1998)

REGISTRATION RIGHTS AGREEMENT Dated as of April 23, 1998 by and among GLOBAL HEALTH SCIENCES, INC., THE SUBSIDIARY GUARANTORS named herein and CITICORP SECURITIES, INC., CITIBANK CANADA SECURITIES LIMITED and CITIBANK INTERNATIONAL PLC as Initial Purchasers --------------------------------- $225,000,000 11% SENIOR NOTES DUE 2008 TABLE OF CONTENTS Page 1. Definitions..............................................

D&f Industries Inc – CREDIT AGREEMENT (July 10th, 1998)

Exhibit 4.5 ================================================================================ CREDIT AGREEMENT dated as of April 23, 1998 among GLOBAL HEALTH SUB, INC., as Borrower, GLOBAL HEALTH SCIENCES, INC., as the Parent Guarantor, the LENDERS party hereto, CITICORP USA, INC., as Administrative Agent, CITIBANK, N.A., as Issuing Bank, and BANK OF AMERICA NT&SA, as Documentation Agent ---------

D&f Industries Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of April 23, 1998, between GLOBAL HEALTH SCIENCES, INC., a Delaware corporation (the "Company"), and PAUL BUXBAUM (the "Executive"). W I T N E S S E T H : WHEREAS, the Company is engaged in the business of manufacturing dietary and nutritional supplements in the United States and throughout the world (the "Business"); and WHEREAS, the Company desires to retain the services of the Executive in the capacity of Chief Executive Officer of the Company, and the Executive desires to provide such services in such capacity to the Company, on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Em

D&f Industries Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

Exhibit 10.8 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement"), dated as of June 1, 1998, between GLOBAL HEALTH SCIENCES, INC., a Delaware corporation (the "Company"), and Howard Simon (the "Executive"). WITNESSETH: ----------- WHEREAS, The Company is engaged in the business of manufacturing dietary and nutritional supplements in the United States and throughout the world (the "Business"); and WHEREAS, The Company desires to retain the services of the Executive in the capacity of Chief Operating Officer of the Company, and Executive desires to provide such Company, and Execute such services in such capacity to the Company, on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration