EXHIBIT 10.5 STOCKHOLDERS AGREEMENT Stockholders Agreement dated as of December 31, 1996 among (i) COLOR SPOT NURSERIES, INC., a Delaware corporation whose name is to be changed to "CSN, Inc." (the "COMPANY"), (ii) KCSN ACQUISITION COMPANY, L.P., a...Stockholders Agreement • October 7th, 1997 • Color Spot Nurseries Inc • Delaware
100,000,000 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007 UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
EXHIBIT 4.6 COLOR SPOT NURSERIES, INC. REGISTRATION RIGHTS AGREEMENT November 20, 2001 TABLE OF CONTENTSRegistration Rights Agreement • December 14th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
AMENDMENT NO. 9 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 23rd, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated: November 20, 2001Loan and Security Agreement • December 14th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Illinois
RECITALSSubordination Agreement • October 15th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Illinois
EXHIBIT 10.7 EMPLOYMENT AGREEMENT Employment Agreement dated as of December 31, 1996 (the "Agreement") by and between Color Spot Nurseries, Inc., a Delaware corporation whose name is to be changed to "CSN, Inc." (the "Company"), and Michael F....Employment Agreement • October 7th, 1997 • Color Spot Nurseries Inc • California
EXHIBIT 10.25.1 WAIVER AND AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT This Waiver and Amendment No. 5 to Loan and Security Agreement ("Waiver and Amendment") dated September 28, 2000, is by and among Fleet Capital Corporation, individually as a...Loan and Security Agreement • October 16th, 2000 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods
EXHIBIT 10.28 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of June 10, 1999 between COLOR SPOT NURSERIES, INC., a Delaware corporation (the "Company"), and JOSEPH P. O'NEILL ("Executive"). This Agreement provides for the employment of Executive...Employment Agreement • September 28th, 1999 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • California
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 24, 1997 CREDIT AGRICOLE INDOSUEZ, as Administrative Agent,Credit Agreement • February 9th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
EMPLOYMENT AGREEMENT Employment Agreement dated as of December 31, 1996 (the "Agreement") by and between Color Spot Nurseries, Inc., a Delaware corporation whose name is to be changed to "CSN, Inc." (the "Company"), and Jerry L. Halamuda, an...Employment Agreement • October 7th, 1997 • Color Spot Nurseries Inc • California
EXECUTION COPY SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Second Amended and Restated Stockholders Agreement (the "AGREEMENT") dated as of November ___, 2001 among (i) COLOR SPOT NURSERIES, INC., a Delaware corporation (the "COMPANY"), (ii)...Stockholders Agreement • December 14th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Delaware
40,000,000 40,000 UNITS CONSISTING OF 13% SERIES A CUMULATIVE PREFERRED STOCK AND WARRANTS TO PURCHASE COMMON STOCKUnderwriting Agreement • February 9th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
WARRANT AGREEMENTWarrant Agreement • February 9th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
INDENTURE DATED AS OF NOVEMBER __, 2001 13% SENIOR SUBORDINATED NOTESIndenture • December 14th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
FEE AGREEMENTFee Agreement • October 7th, 1997 • Color Spot Nurseries Inc • California
AND U.S. TRUST COMPANY OF CALIFORNIA, N.A., AS TRUSTEE ____________________________ INDENTURE DATED AS OF DECEMBER 24, 1997 ____________________________ $100,000,000 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007Indenture • February 9th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
ARTICLE 1. EMPLOYMENTEmployment Agreement • May 10th, 1999 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • California
AND CATALYST EQUITY FUND, L.P. $12,000,000 PRINCIPAL AMOUNT SECURED SENIOR SUBORDINATED NOTE DUE 2003 DATED AS OF NOVEMBER 20, 2001Securities Purchase Agreement • December 14th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New Jersey
MERGER AGREEMENT DATED AS OF FEBRUARY 20, 1997Merger Agreement • October 7th, 1997 • Color Spot Nurseries Inc • Delaware
EXHIBIT 10.23] EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of July 30, 1998 between COLOR SPOT NURSERIES, INC., a Delaware corporation (the "Company"), and RAJU BOLIGALA ("Executive"). This Agreement provides for the employment of Executive as...Employment Agreement • October 15th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • California
EXHIBIT 10.29 June 10, 1999 Mr. Michael Vukelich 3478 Buskirk Avenue, Suite 260 Pleasant Hill, CA 94523 Dear Mike: This letter shall serve to confirm our conversation regarding the change in your title and responsibilities at Color Spot Nurseries,...Employment Agreement • September 28th, 1999 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods
EXHIBIT 10.24] 1998 EMPLOYEE STOCKHOLDERS AGREEMENT 1998 Employee Stockholders Agreement dated as of July 1, 1998 among COLOR SPOT NURSERIES, INC., a Delaware corporation (the "COMPANY"), KCSN ACQUISITION COMPANY, L.P., a Delaware limited partnership...Employee Stockholders Agreement • October 15th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Delaware
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 11th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
EXHIBIT 10.1 AMENDMENT NO. 2Credit Agreement • August 14th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods
EXHIBIT 10.4 PUT/CALL OPTION AGREEMENT Put/Call Option Agreement dated as of December 31, 1996 among COLOR SPOT NURSERIES, INC., a Delaware corporation whose name is to be changed to "CSN, Inc." (the "Company"), KCSN ACQUISITION COMPANY, L.P....Put/Call Option Agreement • October 7th, 1997 • Color Spot Nurseries Inc
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • California
This Agreement provides for the employment of Executive as Chief Financial Officer of the Company upon the terms and subject to the conditions set forth herein.
ANDIndenture • November 26th, 1997 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 26, 2001between Color Spot Nurseries, Inc. a Delaware Corporation (the "Company"), and Charles A. Ferer ("Executive"), and as hereby amended (the "Agreement"). This Agreement...Employment Agreement • December 14th, 2001 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • California
WARRANT AGREEMENTWarrant Agreement • December 9th, 1997 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
AmongRecapitalization and Stock Purchase Agreement • November 26th, 1997 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Delaware
RESIDENTIAL LEASE-RENTAL AGREEMENT AND DEPOSIT RECEIPT RECEIVED FROM COLOR SPOT NURSERIES, INC. (hereinafter referred to as Tenant), the sum of One Thousand Two Hundred and no/100 Dollars ($1,200.00), evidenced by a check, as a deposit which, upon...Residential Lease-Rental Agreement • October 7th, 1997 • Color Spot Nurseries Inc
EXHIBIT C EMPLOYEE STOCKHOLDERS AGREEMENT Employee Stockholders Agreement dated as of June 1, 1997 among CSN, INC., a Delaware corporation (the "COMPANY"), KCSN ACQUISITION COMPANY, L.P., a Delaware limited partnership ("KCSN"), and each of the...Employee Stockholders Agreement • October 7th, 1997 • Color Spot Nurseries Inc • Delaware
STOCK REPURCHASE AGREEMENT Stock Repurchase Agreement dated as of December 31, 1996 among (i) COLOR SPOT NURSERIES, INC., a Delaware corporation whose name is to be changed to "CSN, Inc." (the "COMPANY"), and (ii) MICHAEL F. VUKELICH and JERRY L....Stock Repurchase Agreement • November 26th, 1997 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods
REAL PROPERTY LEASE DATED: December 1, 1995 BETWEEN: M.F. VUKELICH CO LANDLORD AND: COLOR SPOT NURSERIES, INC. TENANT Tenant wishes to lease from Landlord certain real property located in Contra Costa County, California and described in attached...Real Property Lease • October 7th, 1997 • Color Spot Nurseries Inc • California
