INDENTURENbty Inc • November 5th, 1997 • Pharmaceutical preparations • New York
AMONGPurchase Agreement • August 5th, 2003 • Nbty Inc • Pharmaceutical preparations • New York
JOINT FILING AGREEMENT Each of the undersigned hereby agree that the Statement on Schedule 13D, dated as of April 20, 1998 (the "Schedule 13D"), with respect to the Common Stock, par value $0.008 per share, of NBTY, Inc., a Delaware corporation, is,...Joint Filing Agreement • May 4th, 1998 • Nbty Inc • Pharmaceutical preparations
Each of the undersigned hereby agree that the Statement on Schedule 13D, dated as of April 20, 1998 (the "Schedule 13D"), with respect to the Common Stock, par value $0.008 per share, of NBTY, Inc., a Delaware corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
UNDERWRITING AGREEMENT ---------------------- June 30, 1998 SMITH BARNEY INC. LEHMAN BROTHERS INC. ADAMS, HARKNESS & HILL, INC. RAYMOND JAMES & ASSOCIATES, INC. PIPER JAFFRAY INC. c/o SMITH BARNEY INC. 388 Greenwich Street New York, New York 10013...Underwriting Agreement • July 1st, 1998 • Nbty Inc • Pharmaceutical preparations • New York
THIRD AMENDMENTNbty Inc • July 1st, 1998 • Pharmaceutical preparations • New York
AMENDMENT AND RESTATEMENT ------------------------- AMENDMENT AND RESTATEMENT (this "Amendment and Restatement"), dated as of December 19, 2003, of that certain Credit Agreement, dated as of July 24, 2003 (as amended to date, the "Credit Agreement";...Nbty Inc • December 23rd, 2003 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2005 • Nbty Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated September 23, 2005 (the “Agreement”) is entered into by and among NBTY, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities Inc. (“JPMorgan”), Adams Harkness, Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”).
Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of October 1, 2002, by and between NBTY, Inc., a Delaware corporation (the "Company"), and HARVEY KAMIL (the "Executive"). WHEREAS, the Company recognizes that the Executive's talents and abilities...Employment Agreement • December 20th, 2002 • Nbty Inc • Pharmaceutical preparations • New York
Exhibit 10.8 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 16th, 2003 • Nbty Inc • Pharmaceutical preparations • New York
amongCredit and Guarantee Agreement • November 5th, 1997 • Nbty Inc • Pharmaceutical preparations • New York
EX-4.4 NBTY, INC. 8-5/8% Senior Subordinated Notes due 2007 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------Registration Rights Agreement • November 5th, 1997 • Nbty Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER among NBTY, INC., ALPHABET HOLDING COMPANY, INC. and ALPHABET MERGER SUB, INC. Dated as of July 15, 2010Agreement and Plan of Merger • July 16th, 2010 • Nbty Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of July 15, 2010, among NBTY, Inc., a Delaware corporation (the "Company"), Alphabet Holding Company, Inc., a Delaware corporation ("Parent"), and Alphabet Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub," with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations").
Exhibit 10.3 EMPLOYMENT AGREEMENT AGREEMENT, dated as of October 1, 2002, by and between NBTY, Inc., a Delaware corporation (the "Company"), and SCOTT RUDOLPH (the "Executive"). WHEREAS, the Company recognizes that the Executive's talents and...Employment Agreement • December 20th, 2002 • Nbty Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by NBTY, INC. and the other Grantors party hereto in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of July 25, 2008Guarantee and Collateral Agreement • July 30th, 2008 • Nbty Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 25, 2008, made by each of the signatories hereto other than the Administrative Agent (together with any other entity that may become a party hereto as a Grantor 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 and other financial institutions (the “Lenders”) from time to time party to the Amended and Restated Credit Agreement, dated as of July 25, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NBTY, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (in such capacity, collectively the “Co-Syndication Agents”), the Lenders and JPMORGAN CHASE BANK, N.A. as Collateral Agent and as the Administrative Agent.
EXHIBIT 4.2 STOCK OPTION AGREEMENT AGREEMENT, made as of this _____ day of __________, by and between NBTY, Inc., a corporation having its principal executive offices at 90 Orville Drive, Bohemia, New York 11716 ("Grantor") and...Stock Option Agreement • September 20th, 2000 • Nbty Inc • Pharmaceutical preparations • New York
625,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2008 among NBTY, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and Collateral Agent, BANK OF...Credit Agreement • July 30th, 2008 • Nbty Inc • Pharmaceutical preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25, 2008 (this “Credit Agreement”), among NBTY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto as lenders (the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States of America, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively), and BANK OF AMERICA, CITIBANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents for the Lenders hereunder (in such capacity, each a “Co-Syndication Agent”, and collectively, with the Administrative Agent and the Collateral Agent, the “Agents”).
Employment AgreementEmployment Agreement • February 10th, 2015 • Nbty Inc • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”), dated as of December 5, 2014, 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 Brian Wynne (“Executive”) (collectively referred to herein as the “Parties”).
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of April 1, 1998, among NBTY, INC., a Delaware corporation (the "Corporation"), and the INVESTORS (as hereinafter defined). The Investors own or have the right to purchase or...Registration Rights Agreement • May 4th, 1998 • Nbty Inc • Pharmaceutical preparations • New York
Exhibit 10.3 FIRST AMENDMENT TO EXECUTIVE CONSULTING AGREEMENT This AMENDMENT is made as of the 31st day of December, 2002, by and between NBTY, Inc. (the "Company") and RUDOLPH MANAGEMENT ASSOCIATES, INC., a Florida corporation ("RMA").Executive Consulting Agreement • December 16th, 2003 • Nbty Inc • Pharmaceutical preparations
among NBTY, INC., a Borrower,Credit and Guarantee Agreement • December 20th, 2002 • Nbty Inc • Pharmaceutical preparations • New York
Employment AgreementIndemnification Agreement • May 9th, 2012 • Nbty Inc • Pharmaceutical preparations • New York
EXHIBIT 4.2 STOCK OPTION AGREEMENT AGREEMENT, made as of this _____ day of __________, by and between NBTY, Inc., a corporation having its principal executive offices at 90 Orville Drive, Bohemia, New York 11716 (the "Grantor") and...Stock Option Agreement • August 15th, 2003 • Nbty Inc • Pharmaceutical preparations • New York
Exhibit 10.2 =========================================================================== AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 20th, 2002 • Nbty Inc • Pharmaceutical preparations
Agreement and ReleaseAgreement and Release • November 24th, 2014 • Nbty Inc • Pharmaceutical preparations
This Agreement and Release (“Agreement”) 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 Glenn Schneider (the “Employee”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
NUTRITION HEADQUARTERS, INC.Amendment to Merger Agreement • May 4th, 1998 • Nbty Inc • Pharmaceutical preparations • New York
FOURTH AMENDMENT AND THIRD REFINANCING TO CREDIT AGREEMENTCredit Agreement • November 24th, 2014 • Nbty Inc • Pharmaceutical preparations • New York
This FOURTH AMENDMENT AND THIRD REFINANCING TO CREDIT AGREEMENT (this “Amendment”), dated as of November 20, 2014, 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 pursuant to the First Amendment and Refinancing Agreement, dated as of March 1, 2011, the Second Amendment dated as of October 11, 2012, and the Third Amendment and Second Refinancing Agreement, dated as of March 21, 2013, and as otherwise 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 other Loan Parties party hereto, each of the undersigned banks and other financial institutions party hereto a
EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2008 • Nbty Inc • Pharmaceutical preparations • New York
WHEREAS, the Company recognizes that the Executive’s talents and abilities are unique, and have been integral to the success of the Company and thus wishes to secure the ongoing services of the Executive on the terms and conditions set forth herein and to prevent any other competitive business from securing his services, and utilizing his experience, background and know how; and
Amendment to Letter AgreementLetter Agreement • February 10th, 2015 • Nbty Inc • Pharmaceutical preparations
This Amendment, dated January 7, 2015 (this “Amendment”), amends and supplements the Letter Agreement, dated May 11, 2011 (the “Original Agreement”), by and between NBTY, Inc., a Delaware corporation with principal offices at 2100 Smithtown Avenue, Ronkonkoma, New York 11779 (“NBTY”), and Harvey Kamil, residing at 2500 S Ocean Blvd. Boca Raton FL 33432. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Original Agreement.
POWDER ASSET PURCHASE AGREEMENT dated as of March 3, 2015 between NELLSON NUTRACEUTICAL, LLC, and NBTY, INC.Powder Asset Purchase Agreement • August 5th, 2015 • Nbty Inc • Pharmaceutical preparations • Delaware
This POWDER ASSET PURCHASE AGREEMENT is dated as of March 3, 2015 (this “Agreement”), between Nellson Nutraceutical, LLC, a Delaware limited liability company (the “Purchaser”), and NBTY, Inc., a Delaware corporation (the “Seller”), for the sale of certain nutritional powder production assets and certain inventory of the Seller to the Purchaser.
Exhibit 10.7 CREDIT AGREEMENT Dated as of July 24, 2003Credit Agreement • December 16th, 2003 • Nbty Inc • Pharmaceutical preparations
DATED 12 August 2015 (1) THE SELLERS and (2) NBTY (2015) LIMITED and (3) HOLLAND & BARRETT GROUP LIMITED AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF DR. ORGANIC LIMITED 199 Bishopsgate London EC2M 3UT Tel: 020 7031 3700...Agreement • November 17th, 2015 • Nbty Inc • Pharmaceutical preparations • England and Wales
GUARANTEE AND COLLATERAL AGREEMENT made by NBTY, INC. and the other Grantors party hereto in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of November 3, 2006Guarantee and Collateral Agreement • November 8th, 2006 • Nbty Inc • Pharmaceutical preparations • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 3, 2006, made by each of the signatories hereto other than the Administrative Agent (together with any other entity that may become a party hereto as a Grantor 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 and other financial institutions (the “Lenders”) from time to time party to the Credit Agreement, dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NBTY, INC., a Delaware corporation (the “Borrower”), Bank of America, N.A., BNP Paribas, Citibank, N.A., and HSBC Bank USA, National Association, as Co-Syndication Agents (in such capacity, collectively the “Co-Syndication Agents”), the Lenders and JPMORGAN CHASE BANK, N.A. as Collateral Agent and as the Administrative Agent.
BAR ASSET PURCHASE AGREEMENT dated as of March 3, 2015 between NELLSON NUTRACEUTICAL, LLC, and NBTY, INC.Bar Asset Purchase Agreement • August 5th, 2015 • Nbty Inc • Pharmaceutical preparations • Delaware
This BAR ASSET PURCHASE AGREEMENT is dated as of March 3, 2015 (this “Agreement”), between Nellson Nutraceutical, LLC, a Delaware limited liability company (the “Purchaser”), and NBTY, Inc., a Delaware corporation (the “Seller”) for the sale of certain nutritional bar production assets and certain inventory of the Seller to the Purchaser.
Employment AgreementIndemnification Agreement • November 27th, 2012 • Nbty Inc • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”), dated as of August 14, 2012, 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 Bernard O’Keefe (“Executive”) (collectively referred to herein as the “Parties”).
INDENTURE Dated as of September 23, 2005 Among NBTY, INC., as Issuer, The Guarantors from Time to Time Party Hereto and The Bank of New York, as TrusteeIndenture • September 27th, 2005 • Nbty Inc • Pharmaceutical preparations • New York
INDENTURE dated as of September 23, 2005, among NBTY, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) from time to time party hereto and The Bank of New York, a New York Banking Corporation, as trustee (the “Trustee”).
