COTY INC., as the Company, HFC PRESTIGE PRODUCTS, INC. and HFC PRESTIGE INTERNATIONAL U.S. LLC, as Co-Issuers AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO €500,000,000 5.750% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of September 19, 2023...Supplemental Indenture • September 19th, 2023 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
INDENTURE dated as of September 19, 2023 among Coty Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), as issuer, HFC Prestige Products, Inc., a corporation duly organized and existing under the laws of the State of Connecticut, and HFC Prestige International U.S. LLC, a limited liability company duly formed and existing under the laws of the State of Delaware, as co-issuers (the “Co-Issuers,” and collectively with the Company, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee, Registrar and Collateral Agent (each as defined herein) and Deutsche Bank AG, London Branch, as Paying Agent (as defined herein).
PLEDGE AND SECURITY AGREEMENT Dated as of September 19, 2023 by and among THE GRANTORS REFERRED TO HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral AgentPledge and Security Agreement • September 19th, 2023 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of September 19, 2023, by and among COTY INC., a Delaware corporation (the “Company”), HFC Prestige Products, Inc., a Connecticut corporation (“HFC Inc.”), HFC Prestige International U.S. LLC, a Delaware limited liability company (“HFC LLC”), the other entities identified as “Grantors” on the signature pages hereto from time to time (each, a “Subsidiary Party” and, collectively, the “Subsidiary Parties”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacity as collateral agent for the Notes Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
ContractJoinder Agreement • September 19th, 2023 • Coty Inc. • Perfumes, cosmetics & other toilet preparations • New York
JOINDER AGREEMENT NO. 4 dated as of September 19, 2023 (the “Joinder Agreement”) to the FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT dated as of April 21, 2021 (as modified by the Joinder Agreement No. 1, dated as of June 16, 2021, the Joinder Agreement No. 2, dated as of November 30, 2021 and the Joinder Agreement No. 3, dated as of July 26, 2023, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as Credit Facility Agent, Deutsche Bank Trust Company Americas, as Initial Other Authorized Representative, and each other Authorized Representative from time to time party thereto.
