REGISTRATION RIGHTS AGREEMENT Dated as of October 28, 2005 by and among DEL LABORATORIES, INC. and THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. DEUTSCHE BANK SECURITIES INC.Registration Rights Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
This Agreement is made pursuant to the Purchase Agreement, dated October 20, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, each of Company and the Guarantors has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of October 28, 2005 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), relating to the Initial Notes and the Exchange Notes (as defined below).
CREDIT AGREEMENT among DLI HOLDING II CORP., DEL LABORATORIES, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 28, 2005 J.P. MORGAN SECURITIES INC....Credit Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT, dated as of October 28, 2005, among DLI HOLDING II CORP., a Delaware corporation (“Holdings”), DEL LABORATORIES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), J.P. MORGAN SECURITIES INC. as sole lead arranger and sole bookrunner (in such capacities, the “Arranger”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
GUARANTEE AND COLLATERAL AGREEMENT made by DLI HOLDING II CORP. and DEL LABORATORIES, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 28, 2005Guarantee and Collateral Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 28, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto 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, financial institutions and other entities (the “Lenders”) from time to time party as Lenders to the Credit Agreement, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DLI Holding II Corp., a Delaware corporation (“Holdings”), Del Laboratories, Inc., a Delaware corporation (the “Borrower”), the Lenders, J.P. Morgan Securities Inc. as sole lead arranger and sole bookrunner (in such capacities, the “Arranger”), and the Administrative Agent.
COLLATERAL AGENCY AGREEMENT dated as of October 28, 2005 among DEL LABORATORIES, INC., the other Grantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee under the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION...Collateral Agency Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
This Collateral Agency Agreement (this “Agreement”) dated as of October 28, 2005 is entered into by and among Wells Fargo Bank, National Association, as trustee under the Indenture identified below, Wells Fargo Bank, National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and Del Laboratories, Inc., a Delaware corporation (the “Company”) and the other Grantors from time to time party hereto.
INTERCREDITOR AGREEMENT dated as of October 28, 2005 among DEL LABORATORIES, INC., the other Grantors from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Initial Credit Agreement and as Credit Facility...Intercreditor Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
This Intercreditor Agreement (this “Agreement”) dated as of October 28, 2005 is entered into by and among Del Laboratories, Inc., a Delaware corporation (the “Company”), the other Grantors from time to time party hereto, JPMorgan Chase Bank, National Association, as Administrative Agent under the Initial Credit Agreement described below and as Credit Facility Collateral Agent, and Wells Fargo Bank, National Association, as trustee under the Indenture described below and as Note Collateral Agent.
DEL LABORATORIES, INC. AND EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO SENIOR SECURED FLOATING RATE NOTES DUE 2011Supplemental Indenture • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE dated as of October 28, 2005 among Del Laboratories, Inc., a Delaware corporation, the Subsidiary Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of Wells Fargo Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Collateral Agency Agreement referred to below).
COLLATERAL AGREEMENT made by DEL LABORATORIES, INC. and certain of its Subsidiaries in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Agent Dated as of October 28, 2005Collateral Agreement • November 2nd, 2005 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
COLLATERAL AGREEMENT, dated as of October 28, 2005, made by Del Laboratories, Inc. (the “Company”), each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors” and, together with the Company, individually, a “Grantor” and collectively, the “Grantors”), in favor of Wells Fargo Bank, National Association., a national banking association, in its capacity as Collateral Agent under the Collateral Agency Agreement dated as of October 28, 2005 (as the same may be amended, modified, supplemented or restated hereafter, the “Collateral Agency Agreement”) among the Collateral Agent, Wells Fargo Bank, N.A., as trustee under the Indenture referred to below, and the Grantors (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
