REGISTRATION RIGHTS AGREEMENT by and among Alphabet Merger Sub, Inc., NBTY, Inc., the Guarantors party hereto and Banc of America Securities LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC, as Representatives of the several Initial...Registration Rights Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2010, by and among Alphabet Merger Sub, Inc., a Delaware corporation (“Alphabet”), NBTY, Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several initial purchasers (collectively, the “Initial Purchasers” named on Schedule A to the Purchase Agreement), each of whom has agreed to purchase the Company’s 9% Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
NBTY, INC., as Issuer and the Guarantors party hereto 9% Senior Notes due 2018Indenture • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
INDENTURE, dated as of October 1, 2010, as amended or supplemented from time to time (this “Indenture”), among ALPHABET MERGER SUB, INC., a corporation duly organized and existing under the laws of the State of Delaware (“Merger Sub”), NBTY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), certain subsidiaries of the Issuer from time to time parties hereto (the “Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
CREDIT AGREEMENT Dated as of October 1, 2010 among ALPHABET MERGER SUB, INC. (TO BE MERGED WITH AND INTO NBTY, INC.) as the Borrower, ALPHABET HOLDING COMPANY, INC., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • Delaware
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 1, 2010, among ALPHABET MERGER SUB, INC. (“Merger Sub” and, at any time prior to the consummation of the Merger (as defined below), the “Borrower”), a Delaware corporation to be merged with and into NBTY, INC., a Delaware corporation (the “Company” and, upon and at any time after the consummation of the Merger, the “Borrower”) ALPHABET HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS CAPITAL, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Syndication Agents, CITIBANK, N.A., COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, MIZUHO CORPORATE BANK, LTD. and SUNTRUST BANK, as Co-Documentation Agents, and BARCLAYS BANK
Employment AgreementEmployment Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”), dated as of November 8, 2010, is made by and among Alphabet Holding Company, Inc., a Delaware corporation (“Parent”), Parent’s wholly-owned subsidiary, NBTY, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Jeffrey Nagel (“Executive”) (collectively referred to herein as the “Parties”).
LIMITED LIABILITY COMPANY AGREEMENT OF NBTY ACQUISITION, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • Delaware
NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY Acquisition, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:
Amended and Restated Limited Liability Company Agreement of The Non-Irradiated Herbal Manufacturers Group, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • Delaware
This Amended and Restated Limited Liability Company Agreement, dated March 1, 2010, is entered into by NBTY, Inc. (“NBTY”) and other members, from time to time, of The Non-Irradiated Herbal Manufacturers Group, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • Delaware
This Director Indemnification Agreement (“Agreement”) is made as of November 30, 2010 by and between NBTY, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITY AGREEMENT Dated October 1, 2010 From The Grantors referred to herein as Grantors to BARCLAYS BANK PLC as Administrative AgentSecurity Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
EQUITY INCENTIVE PLAN OF ALPHABET HOLDING COMPANY, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 17th day of December, 2010 (the “Effective Date”) by and between Alphabet Holding Company, Inc. (the “Company”) and Jeffrey Nagel (the “Purchaser”).
Limited Liability Company Agreement ofLimited Liability Company Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
This Limited Liability Company Agreement, dated as of February 28, 2007 (this “Agreement”) of 5100 New Horizons Boulevard, LLC, a New York limited liability company (the “Company”), by NBTY Manufacturing, LLC, a Delaware limited liability company and the sole member of the Company sets forth the terms and conditions under which the Company will operate.
NINTH AMENDMENT TO EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
This Ninth Amendment to Executive Consulting Agreement is made as of the 9th day of December, 2010, by and between NBTY, Inc. (the “Company”) and RUDOLPH MANAGEMENT ASSOCIATES, INC., a Florida corporation (“RMA”).
EQUITY INCENTIVE PLAN OF ALPHABET HOLDING COMPANY, INC. STOCK OPTION AGREEMENT GRANT NOTICEEquity Incentive Plan Of • March 21st, 2011 • Solgar • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Equity Incentive Plan of Alphabet Holding Company, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
Amended and Restated Operating Agreement of NatureSmart, LLC A Colorado Limited Liability CompanyOperating Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations
This Amended and Restated Operating Agreement of NatureSmart, LLC, dated as of September 30, 2010 (this “Agreement”), is executed and adopted by NBTY, Inc., a Delaware corporation, and the sole member (the “Sole Member”) of NatureSmart, LLC, a Colorado limited liability company (this “Company”). Capitalized terms used and not otherwise defined have the meanings ascribed to them in Section 1.
SUBSIDIARY GUARANTY Dated as of October 1, 2010 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINSubsidiary Guaranty • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTY dated as of October 1, 2010 (this “Guaranty”) made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
FIRST AMENDMENT AND REFINANCING AGREEMENTFirst Amendment and Refinancing Agreement • March 21st, 2011 • Solgar • Pharmaceutical preparations • New York
This FIRST AMENDMENT AND REFINANCING AGREEMENT (this “Refinancing Amendment”), dated as of March 1, 2011, which amends that certain Credit Agreement, dated as of October 1, 2010, among the Borrower, Holdings, the Administrative Agent (each as defined below), the lenders from time to time party thereto, and the other agents party thereto (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), is made by and among NBTY, INC., a Delaware corporation (the “Borrower”), ALPHABET HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), each of the undersigned banks and other financial institutions party hereto as lenders (in such capacity, the “Refinancing Lenders”), BARCLAYS CAPITAL, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (formerly Banc of America Securities LLC), and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners (the “Arrangers”), CREDIT SUISSE SECURITIES (US
