Exhibit 10.8

 

FOURTH AMENDMENT TO

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

 

THIS FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 28, 2012, is entered into by and among the Lenders signatory hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its capacity as agent for the Lenders (in such capacity “Agent”), GENERAL ELECTRIC CAPITAL CORPORATION and PNC, as co-collateral agents (in such capacities, the “Co-Collateral Agents” and each a “Co-Collateral Agent”), TWIST BEAUTY PACKAGING HOLDING CORP., a Delaware corporation (“U.S. Parent Holdco”), and its Subsidiaries signatory hereto. Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

 

RECITALS

 

A.            The Lenders, Agent, the Co-Collateral Agents, U.S. Parent Holdco, BEAUTY PACKAGING CANADA HOLDINGS, INC., an Ontario corporation (“Canadian Parent Holdco” and together with U.S. Parent Holdco, the “Parent Holdcos” and each a “Parent Holdco”), ALBEA AMERICAS, INC., a Delaware corporation (“Albea Americas”), ALBEA COSMETICS AMERICA, INC., a Delaware corporation (“Albea Cosmetics”), ALBEA BEAUTY SOLUTIONS USA, LLC, a New York limited liability company (“Albea Solutions”), ALBEA MEXICANA, LP, a Texas limited partnership (“Albea Mexicana”), ALBÉA METAL AMERICAS, INC. (“Albea Metal” and, collectively with Albea Americas, Albea Cosmetics, Albea Solutions and Albea Mexicana, the “U.S. Borrowers” and each a “U.S. Borrower”), ALBÉA CANADA INC., an Ontario corporation (“Albéa Canada” and collectively with the U.S. Borrowers, the “Borrowers” and each a “Borrower”) have previously entered into that certain Revolving Credit, Term Loan and Security Agreement, dated December 17, 2010, as amended by that certain First Amendment to Revolving Credit, Term Loan and Security Agreement dated January 18, 2011, that certain Second Amendment to Revolving Credit, Term Loan and Security Agreement and Waiver, dated August 31, 2011 and that certain Third Amendment to Revolving Credit, Term Loan and Security Agreement, dated November 10, 2011 (as amended, and as further amended, modified and supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to the Borrowers.

 

B.            The Borrowers have requested that the Agent’s, Co-Collateral Agents’ and Lenders consent to certain transactions and modifications to the Credit Agreement, which the Agent’s, Co-Collateral Agent’s and Lenders are willing to provide on the terms set forth herein.

 

C.            The Parent Holdcos and the Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s, any Co-Collateral Agent’s or any Lender’s rights or remedies as set forth in the Credit Agreement or any Other Document is being waived or modified by the terms of this Amendment.

 











 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.             Amendments to Credit Agreement.

 

(a)           The following defined terms are hereby added to Section 1.2 of the Credit Agreement in their proper alphabetical order:

 

“2012 Matamoros Relocation” shall mean the relocation on or before December 31, 2012 of up to $2,029,000 worth of Appraised Equipment owned by Albea Metals and listed on Schedule 1.2 to the facility of Cepillos de Matamoros, S.A. de C.V. located at Francisco Sarabia #135 Col Mexico Agrario, Matamoros, Tamaulipas, CP 87440 Mexico.

 

“Estee Lauder” shall mean, collectively, Estee Lauder Inc. and its affiliates.

 

“L’Oreal” shall mean, collectively, L’Oreal, USA, Inc. and its affiliates.

 

“TPI Plastimec Sale” shall mean the sale by Albea Cosmetics on or before September 28, 2012 of its Equity Interests in TPI Plastimec S.A. to Jorge Antonio Astoul, Jorge Sempe, Arturo Cuevillas and certain other individual shareholders for no less than $900,000 in cash.

 

(b)           Clause (k) of the defined term “U.S. Eligible Receivables” set forth in Section 1.2 of the Credit Agreement is hereby amended to read as follows:

 

“(k)         Receivables with respect to a Customer (other than L’Oreal and Estee Lauder) whose total obligations owing to all Borrowing Base Parties exceed 15% (or, in the case of each of L’Oreal and Estee Lauder, 25%, and with respect to L’Oreal and Estee Lauder, collectively, 45%) of the sum of all Eligible Receivables, to the extent of the obligations owing by such Customer in excess of such percentage; provided, however, such percentages, as applied to a particular Customer (x) shall be subject to reduction by the Co-Collateral Agents in their Permitted Discretion if the creditworthiness of such Customer deteriorates and (y) may, at the Co-Collateral Agents’ election, be increased;”

 

(c)           Section 2.21(c)(i) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

 

“(i)          When any Parent Holdco or any Subsidiary thereof makes any Asset Disposition (other than dispositions permitted under Sections 4.3(a), 4.3(d),4.3(e), 4.3(f), 4.3(h), 4.3(i) or 4.3(k)) or experiences any Asset Loss Event, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such Net Cash Proceeds shall be held in trust for Agent; provided, however, that, up to an aggregate of $1,000,000 per Fiscal Year (or such higher amount as Agent and the

 

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Required Lenders may agree) of the Net Cash Proceeds of the foregoing shall not be required to be applied to the prepayment of the Advances to the extent such proceeds are to be used to replace, repair or restore, or otherwise reinvest in, assets used in any Borrower’s business and so long as: (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (B)); provided, further, that (x) if all or any portion of such Net Cash Proceeds not so applied to the prepayment of the Advances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Cash Proceeds, such amount shall be applied to the Advances as otherwise set forth herein, on the last day of such specified period, (y) if such U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be deemed to be implied consent to any Disposition or other event otherwise prohibited by the terms and conditions hereof. Such repayments, other than any such prepayment with respect to the TPI Plastimec Sale, shall be applied (i) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof, and (ii) second, (A) to the extent such Asset Loss Event related to the U.S. Borrowers, to the remaining U.S. Advances in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof and (B) to the extent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the

 

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terms hereof. Such repayments with respect to the TPI Plastimec Sale shall be applied to the U.S. Revolving Advances, in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof.”

 

(d)           Section 2.21(c)(ii) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

 

“(ii)         When any Parent Holdco or any Subsidiary thereof removes, relocates or holds any piece of Appraised Equipment to or in a location outside of the United States of America or Canada, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the net orderly liquidation value assigned in said appraisal to such piece of Appraised Equipment so removed, relocated or held; provided, however, no such prepayment shall be required with respect to the 2012 Matamoros Relocation. Such repayments shall be applied (A) first to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof, and (B) second, (1) to the extent such Appraised Equipment related to the U.S. Borrower, to the remaining U.S. Advances in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof, and (2) to the extent such Appraised Equipment related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with a the terms hereof.”

 

(e)           Section 2.21(c)(iv) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

 

“(iv)        When any Parent Holdco or any Subsidiary thereof receives any Extraordinary Receipts, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds. Such repayments shall be applied first, to the extent any such amounts constitute reimbursement of amounts previously paid using proceeds of Revolving Advances or working capital, to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and second, to the extent of any remaining Net Cash Proceeds thereof, 75% to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and 25% to the Term Loan; provided, however, any such prepayment resulting from receipt by Albea Solutions on or before December 31, 2012 of a dividend or distribution by CMI Hong Kong in an amount not exceeding $500,000 shall be applied 100% to the outstanding U.S. Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount). The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Default under this Agreement.”

 

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(f)            Section 2.12(c) of the Credit Agreement is hereby amended by adding the following as subsection (v) thereof:

 

“(v)         If the Term Loan has not been paid in full on or prior to November 15, 2012, then the U.S. Borrowers shall permit and enable the Co-Collateral Agents, at the U.S. Borrowers’ sole cost and expense, to obtain an appraisal, in form, scope and by an appraiser satisfactory to the Co-Collateral Agents, of the fixed assets of the U.S. Borrowers located in the United States and Canada (other than the equipment that is subject to transfer pursuant to the 2012 Matamoros Relocation). If an amount equal to 85% of the net orderly liquidation value set forth in such appraisal for such fixed assets (the “Updated NOLV”) does not equal or exceed the outstanding principal balance of the Term Loan as of the date of such appraisal, then the U.S. Borrowers shall, using funds other than proceeds of Revolving Advances, within three (3) Business Days after receipt of notice from the Co-Collateral Agents of the result of such appraisal, prepay the Term Loans in the amount sufficient to reduce such principal balance to an amount that is not greater than 85% of the Updated NOLV.”

 

(g)           Section 4.3 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (j) thereof, (ii) changing the “.” at the end of clause (k) thereof to “; and” and (iii) adding the following as clause (l) thereof:

 

“(l)          the TPI Plastimec Sale.”

 

(h)           Schedule 1.2 attached to this Amendment is hereby added to the Credit Agreement as Schedule 1.2 thereto.

 

(i)            Schedule 4.5 to the Credit Agreement is hereby deleted and replaced with Schedule 4.5 to this Amendment.

 

2.             Amendment Fee. In consideration of the agreements set forth herein, the U.S. Borrowers hereby agree to pay to Agent, for the ratable benefit of the Lenders, an amendment fee in the amount of $25,000 (the “Amendment Fee”), which fee is non-refundable when paid and is fully-earned as of and due and payable on the date of this Amendment.

 

3.             Effectiveness of this Amendment. Agent, or the Co-Collateral Agents, as applicable, must have received the following items, in form and content acceptable to the Co-Collateral Agents, before this Amendment is effective.

 

(a)           Amendment. This Amendment fully-executed by all parties hereto and thereto.

 

(b)           Fee. The Amendment Fee, which shall be paid as a charge to U.S. Borrower’s Account.

 

(c)           Representations and Warranties. The representations and warranties set forth herein must be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

 

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(d)           Expense Reimbursement. Co-Collateral Agents shall have received reimbursement for all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to each of the Co-Collateral Agents) in accordance with Section 15.9 of the Credit Agreement.

 

4.             Representations and Warranties. Each of the Loan Parties signatory hereto represents and warrants as follows:

 

(a)           Authority. Such Person has full power, authority and legal right to enter into this Amendment and to perform all its respective Obligations hereunder and under the Other Documents (as amended or modified hereby). This Amendment has been duly executed and delivered by such Person, and this Amendment constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Amendment (a) are within such Person’s corporate, limited liability company or limited partnership powers (as applicable), have been duly authorized by all necessary company or partnership (as applicable) action, are not in contravention of law or the terms of such Person’s operating agreement, bylaws, partnership agreement, certificate of formation, articles of incorporation or other applicable documents relating to such Person’s formation or to the conduct of such Person’s business or of any material agreement or undertaking to which such Person is a party or by which such Person is bound, (b) will not, in any material respect, conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body or any other Person, except those Consents which have been duly obtained, made or compiled prior to the date hereof and which are in full force and effect or except those which the failure to have obtained would not have, or could not reasonably be expected to have a Material Adverse Effect and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of any Loan party under the provisions of any material agreement, charter document, operating agreement or other instrument to which any Loan Party is a party or by which it or its property is a party or by which it may be bound.

 

(b)           Representations and Warranties. Each of the representations and warranties made by a Loan Party in or pursuant to the Credit Agreement, the Other Documents and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with the Credit Agreement, the Other Documents or any related agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, other than representations and warranties relating to a specific earlier date, and in such case such representations and warranties are true and correct in all material respects as of such earlier date.

 

(c)           No Default. No event has occurred and is continuing that constitutes a Default or an Event of Default.

 

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5.             Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York.

 

6.             Counterparts; Facsimile Signatures. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other similar form of electronic transmission shall be deemed to be an original signature hereto.

 

7.             Reference to and Effect on the Other Documents.

 

(a)           Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Other Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

 

(b)           Except as specifically amended above, the Credit Agreement and all Other Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to Agent and the Lenders.

 

(c)           The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent and/or the Lenders under any of the Other Documents, nor constitute a waiver of any provision of any of the Other Documents.

 

(d)           To the extent that any terms and conditions in any of the Other Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

 

8.             Ratification. Each of the Loan Parties signatory hereto hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement, as amended hereby, and the Other Documents effective as of the date hereof.

 

9.             Integration. This Amendment, together with the Other Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

 

10.          Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

 

11.          Submission of Amendment. The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute a commitment by Agent, the

 

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Co-Collateral Agents or the Lenders to modify or waive any of their respective rights and remedies under the Other Documents, and this Amendment shall have no binding force or effect until all of the conditions to the effectiveness of this Amendment have been satisfied as set forth herein.

 

12.          Guarantors’ Acknowledgment. With respect to the amendments to the Credit Agreement effected by this Amendment, each of the Loan Parties signatory hereto that is a Guarantor, hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty to the Credit Agreement, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth in this Amendment, and the Guarantors are hereby acknowledging the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, any Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

 

	
 
    	
TWIST BEAUTY PACKAGING HOLDING CORP.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
ALBEA AMERICAS, INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
ALBEA COSMETICS AMERICA, INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert Pelliciari
    
	
 
    	
Name:
    	
Robert Pelliciari
    
	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
ALBEA BEAUTY SOLUTIONS USA, LLC,
    
	
 
    	
a New York limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert Pelliciari
    
	
 
    	
Name:
    	
Robert Pelliciari
    
	
 
    	
Title:
    	
Secretary
    


 

Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement

 











 

	
 
    	
ALBEA MEXICANA, LP,
    
	
 
    	
a Texas limited partnership
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Albea Plastic Packaging Texas, Inc.
    
	
 
    	
Its:
    	
General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
BEAUTY PACKAGING CANADA HOLDINGS, INC.,
    
	
 
    	
an Ontario corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Roy Turner
    
	
 
    	
Name:
    	
Roy Turner
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
ALBÉA CANADA INC.,
    
	
 
    	
an Ontario corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Roy Turner
    
	
 
    	
Name:
    	
Roy Turner
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
CEBAL MEXICANA LLC, 
    
	
 
    	
a Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Finance Director
    


 

Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement

 











 

	
 
    	
ALBEA PLASTIC PACKAGING TEXAS, INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
ALBÉA METAL AMERICAS, INC.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
ALBÉA METAL HOLDING CORP.,
    
	
 
    	
a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
ALBÉA METAL REAL ESTATE, INC.,
    
	
 
    	
a Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fabrice Beaussant
    
	
 
    	
Name:
    	
Fabrice Beaussant
    
	
 
    	
Title:
    	
Treasurer
    


 

Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement

 











 

	
 
    	
PNC BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as a Co-Collateral Agent, Agent and a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Scott Goldstein
    
	
 
    	
Name:
    	
Scott Goldstein
    
	
 
    	
Title:
    	
Senior Vice President
    


 

Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement

 











 

	
 
    	
GENERAL ELECTRIC CAPITAL CORPORATION,
    
	
 
    	
as a Co-Collateral Agent and a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Pamela Eskra
    
	
 
    	
Name:
    	
Pamela Eskra
    
	
 
    	
Title:
    	
Duly Authorized Signatory
    


 

Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement

 











 

	
 
    	
PNC BANK CANADA BRANCH,
    
	
 
    	
as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mike Danby
    
	
 
    	
Name:
    	
Mike Danby
    
	
 
    	
Title:
    	
Assistant Vice President
    


 

Signature Page to Fourth Amendment to Revolving Credit, Term Loan and Security Agreement

 




 






 

SCHEDULE 1.2

 

Equipment Subject to 2012 Matamoros Relocation

 

[Loan Parties to provide]

 











 

	
Item num
   asset num
    	
 
    	
Brand
    	
 
    	
Type of machine
    	
 
    	
Year
    	
 
    	
Site
    	
 
    	
ZAP
    	
 
    	
TOTAL
    
	
432
    	
343
    	
 
    	
Nissey # 6
    	
 
    	
Injection machine 210T   with robot Yushir
    	
 
    	
1995
    	
 
    	
Park rd
    	
 
    	
Injection
    	
 
    	
37,500
    
	
449
    	
360
    	
 
    	
Nissey # 26
    	
 
    	
Injection machine 210T   with sprue picker
    	
 
    	
1992
    	
 
    	
Park rd
    	
 
    	
Injection
    	
 
    	
17,500
    
	
26
    	
 
    	
 
    	
Screen tech inc
    	
 
    	
silk screening machine   manually
    	
 
    	
1994
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
5,000
    
	
27
    	
 
    	
 
    	
Screen tech inc
    	
 
    	
silk screening machine   manually
    	
 
    	
1995
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
5,000
    
	
40
    	
 
    	
 
    	
 
    	
 
    	
silk screening machine
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
5,000
    
	
16
    	
 
    	
 
    	
Screen machine OPT-8.0
    	
 
    	
silk screening machine
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
5,000
    
	
442
    	
353
    	
 
    	
Battenfeld # 11
    	
 
    	
Injection machine 100T
    	
 
    	
1995
    	
 
    	
Park rd
    	
 
    	
Injection
    	
 
    	
9,000
    
	
428
    	
339
    	
 
    	
Nissey # 1
    	
 
    	
Injection machine 50T
    	
 
    	
1991
    	
 
    	
Park rd
    	
 
    	
Injection
    	
 
    	
1,250
    
	
434
    	
345
    	
 
    	
Battenfeld # 20
    	
 
    	
Injection machine 165T
    	
 
    	
1998
    	
 
    	
Park rd
    	
 
    	
Injection
    	
 
    	
15,000
    
	
200
    	
200
    	
 
    	
Manual lacquering jar
    	
 
    	
Screentech Inline Jar   Lacquer System #4
    	
 
    	
2008
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
10,000
    
	
196
    	
196
    	
 
    	
Manual lacquering jar
    	
 
    	
Screentech Liquid Paint   - UV Inline Jar #3 ($15K*2)
    	
 
    	
2007
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
30,000
    
	
316
    	
317
    	
 
    	
Pad stamping machine
    	
 
    	
Imtran Model ES-50 Dial   Table with Pad Printers
    	
 
    	
2008
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
6,000
    
	
248
    	
249
    	
 
    	
Many machines
    	
 
    	
Lot of Miscellaneous   Machines, not being used
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
20,000
    
	
426
    	
337
    	
 
    	
Nissei Model FV560-210L
    	
 
    	
Plastic Injection   Molding Machine #33
    	
 
    	
2009
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
245,000
    
	
447
    	
358
    	
 
    	
Nissei Model FS160S36ASE
    	
 
    	
Plastic Injection   Molding Machine #24
    	
 
    	
1992
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
17,500
    
	
Items   365 to 418
    	
 
    	
injection equipments
    	
 
    	
injection equipments
    	
 
    	
 
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
101,000
    
	
209
    	
209
    	
 
    	
Jar Printing Machine
    	
 
    	
Isimat Model RS5480 CNC   3-Color
    	
 
    	
2008
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
400,000
    
	
210
    	
210
    	
 
    	
Spray system Isimat line
    	
 
    	
Turbo-Sprayer Paint   System,
    	
 
    	
2010
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
275,000
    
	
245
    	
246
    	
 
    	
Acromark Model 730RR
    	
 
    	
Acromark Model 730RR Hot stamp pot
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
2,500
    
	
246
    	
247
    	
 
    	
Acromark Model N/A
    	
 
    	
Acromark Model N/A Hot   stamp pot
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
2,500
    
	
247
    	
248
    	
 
    	
Acromark Model 560-25
    	
 
    	
Acromark Model 560-25-C601/8 Hot stamp
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
2,500
    
	
211
    	
211
    	
 
    	
 
    	
 
    	
Custom Jar Pot Press; “”Rotary   Potting #1
    	
 
    	
 
    	
 
    	
Seemar rd
    	
 
    	
Deco
    	
 
    	
1,500
    
	
427
    	
338
    	
 
    	
Husky Model IND250
    	
 
    	
Plastic Injection   Molding Machine #34
    	
 
    	
2003
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
130,000
    
	
425
    	
336
    	
 
    	
Nissei Model FV560-210L
    	
 
    	
Plastic Injection   Molding Machine #32
    	
 
    	
2006
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
240,000
    
	
424
    	
335
    	
 
    	
Nissei Model FV560-210L
    	
 
    	
Plastic Injection   Molding Machine #31
    	
 
    	
2008
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
245,000
    
	
448
    	
359
    	
 
    	
Nissei Model FS160S36ASE
    	
 
    	
Plastic Injection   Molding Machine #25
    	
 
    	
1990
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
15,000
    
	
446
    	
357
    	
 
    	
Nissei Model FS160S36ASE
    	
 
    	
Plastic Injection   Molding Machine #23
    	
 
    	
1993
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
17,500
    
	
441
    	
352
    	
 
    	
Battenfeld Model   BA1300/400BK
    	
 
    	
Plastic Injection   Molding Machine #13
    	
 
    	
1998
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
13,500
    
	
440
    	
351
    	
 
    	
Battenfeld Model   BA1300/400BK
    	
 
    	
Plastic Injection   Molding Machine #14
    	
 
    	
1998
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
13,500
    
	
439
    	
350
    	
 
    	
Battenfeld Model   BA1300/400BK
    	
 
    	
Plastic Injection   Molding Machine #15
    	
 
    	
1998
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
13,500
    
	
457
    	
368
    	
 
    	
Matsui Model DMZ2-700
    	
 
    	
With injection machine   #31
    	
 
    	
2008
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
15,000
    
	
466
    	
377
    	
 
    	
Matsui Model JL4-6VC
    	
 
    	
With injection machine   #31
    	
 
    	
2009
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
5,000
    
	
462
    	
373
    	
 
    	
Matsui Model JL4-6VC
    	
 
    	
With injection machine   #31
    	
 
    	
2009
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
5,000
    
	
487
    	
898
    	
 
    	
Moldflow Model CFX36
    	
 
    	
With injection machine   #31
    	
 
    	
2006
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
1,250
    
	
Items   365 to 418
    	
 
    	
injection equipments
    	
 
    	
injection equipments
    	
 
    	
 
    	
 
    	
Park rd
    	
 
    	
 
    	
 
    	
101,000
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
TOTAL
    	
 
    	
2,029,000
    


 











 

SCHEDULE 4.5

 

EQUIPMENT AND INVENTORY LOCATIONS

 

	
Entity
    	
 
    	
Address
    	
 
    	
Owned or Leased
    	
 
    	
Location Type
    
	
Twist   Beauty Packaging
    	
 
    	
191   Route 31 North
    	
 
    	
Owned
    	
 
    	
Chief   Executive Office
    
	
Holding   Corp.
    	
 
    	
Washington,   NJ 07882
    	
 
    	
 
    	
 
    	
 
    
	
Albea   Americas, Inc.
    	
 
    	
191   Route 31 North
    	
 
    	
Owned
    	
 
    	
Chief   Executive Office
    
	
 
    	
 
    	
Washington,   NJ 07882
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1209   Madison Street
    	
 
    	
Owned
    	
 
    	
Warehouse
    
	
 
    	
 
    	
Shelbyville   TN 37160
    	
 
    	
 
    	
 
    	
 
    
	
Albea   Plastic Packaging
    	
 
    	
191   Route 31 North
    	
 
    	
Owned
    	
 
    	
Chief   Executive Office
    
	
Texas, Inc.
    	
 
    	
Washington,   NJ 07882
    	
 
    	
 
    	
 
    	
 
    
	
Albea   Cosmetics
    	
 
    	
1350   Technology Way
    	
 
    	
Leased
    	
 
    	
Chief   Executive Office
    
	
America, Inc.
    	
 
    	
Morristown,   TN 37813
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1500   Midway Court, Unit W9
    	
 
    	
Leased
    	
 
    	
Plant
    
	
 
    	
 
    	
Elk   Grove Village, IL
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4695   Towerwood Drive
    	
 
    	
Leased
    	
 
    	
Warehouse
    
	
 
    	
 
    	
Brownsville,   TX 78521
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
190   Motor Parkway Suite 101
    	
 
    	
Leased
    	
 
    	
Warehouse
    
	
 
    	
 
    	
Hauppage,   NY 11788
    	
 
    	
 
    	
 
    	
 
    
	
Albea   Beauty Solutions
    	
 
    	
595   Madison Avenue, 10/F
    	
 
    	
Leased
    	
 
    	
Chief   Executive Office
    
	
USA,   LLC
    	
 
    	
New   York, NY 10022
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
9100   South Dadeland Blvd.,
    	
 
    	
Leased
    	
 
    	
Sales   Office
    
	
 
    	
 
    	
Suite 220,   Miami, FL 33156
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5777   West Century Blvd. Los
    	
 
    	
Leased
    	
 
    	
Sales   Office
    
	
 
    	
 
    	
Angeles,   CA 90045
    	
 
    	
 
    	
 
    	
 
    
	
Albea   Mexicana, LP
    	
 
    	
191   Route 31 North
    	
 
    	
Owned
    	
 
    	
Chief   Executive Office
    
	
 
    	
 
    	
Washington,   NJ 07882
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5300   George Mac Vay Drive,
    	
 
    	
Leased
    	
 
    	
Warehouse
    
	
 
    	
 
    	
Suite 201   Macallen TX 78503
    	
 
    	
 
    	
 
    	
 
    
	
Cebal   Mexicana, LLC
    	
 
    	
191   Route 31 North
    	
 
    	
Owned
    	
 
    	
Chief   Executive Office
    
	
 
    	
 
    	
Washington,   NJ 07882
    	
 
    	
 
    	
 
    	
 
    
	
Beauty   Packaging Canada, Inc.
    	
 
    	
40   Driver Road, Brampton,
    	
 
    	
Leased
    	
 
    	
Chief   Executive Office
    
	
 
    	
 
    	
Ontario   L6T 5V2
    	
 
    	
 
    	
 
    	
 
    
	
Beauty Packaging Canada Holdings, Inc.
    	
 
    	
40   Driver Road, Brampton,
    	
 
    	
Leased
    	
 
    	
Chief   Executive Office
    
	
 
    	
 
    	
Ontario   L6T 5V2
    	
 
    	
 
    	
 
    	
 
    


 











 

Affiliate Locations

 

Inventory and Equipment of Albea Americas is from time to time located with:

 

Cebal Americas de Reynosa, S. de R.L. de C.V.

Av. de Los Nogales S/N, Parque Industrial Villa Florida

Reynosa, Tam., CP 88730 Mexico

 

Inventory and Equipment of Albea Cosmetics and Albea Metal is from time to time located with:

 

Cepillos de Matamoros, S.A. de C.V.

Francisco Sarabia #135 Col Mexico Agrario

Matamoros, Tam., CP 87440 Mexico

 

Third Party Locations

 

The Shelbyville, TN location uses a temporary warehouse to store excess inventory at 1209 E. Lane Street Shelbyville, TN 37160

 

George Sayegh Warehouse & Trucking holds Avon & L’oreal/Maybelline products at 700 Belleville Turnpike, Kearny, NJ 07032

 

Goff Distribution Inc. holds L’oreal products at 1801 E. Roosevelt Rd. Little Rock, AR 72206

 

Smart Warehousing holds L’oreal and Maybelline products at 1601 Gregory Street N. Little Rock, AR 72114

 

Avon Products Inc. Branch Plant #1000011 holds Avon products at 6901 Golf Road, Morton Grove, IL 60053

 

Avon Products Inc. — USA Springsdale, Branch Plant # 1000021 holds Avon products at 175 Progress Place, Springdale, OH 45246

 

Avon Products Inc. holds Avon products at 6901 Golf Road, Morton Grove, IL 60053