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
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 NOTESColor Spot Nurseries Inc • December 14th, 2001 • 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
EXHIBIT 10.1 AMENDMENT NO. 2Color Spot Nurseries Inc • August 14th, 1998 • Wholesale-miscellaneous nondurable goods
ARTICLE 1. EMPLOYMENTEmployment Agreement • May 10th, 1999 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • California
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
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
40,000,000 40,000 UNITS CONSISTING OF 13% SERIES A CUMULATIVE PREFERRED STOCK AND WARRANTS TO PURCHASE COMMON STOCKColor Spot Nurseries Inc • February 9th, 1998 • Wholesale-miscellaneous nondurable goods • New York
RECITALSSubordination Agreement • October 15th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Illinois
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
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
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
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
100,000,000 10 1/2% SENIOR SUBORDINATED NOTES DUE 2007 UNDERWRITING AGREEMENTColor Spot Nurseries Inc • February 9th, 1998 • Wholesale-miscellaneous nondurable goods • New York
FEE AGREEMENTFee Agreement • October 7th, 1997 • Color Spot Nurseries Inc • California
40,000,000 40,000 UNITS CONSISTING OF __% SERIES A CUMULATIVE PREFERRED STOCK AND WARRANTS TO PURCHASE COMMON STOCKColor Spot Nurseries Inc • December 9th, 1997 • Wholesale-miscellaneous nondurable goods • New York
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....Call Option Agreement • October 7th, 1997 • Color Spot Nurseries Inc
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
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 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
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 11th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
WARRANT AGREEMENTWarrant Agreement • December 9th, 1997 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
ANDIndenture • November 26th, 1997 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • New York
MERGER AGREEMENT DATED AS OF FEBRUARY 20, 1997Merger Agreement • October 7th, 1997 • Color Spot Nurseries Inc • Delaware
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.
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
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 2007Color Spot Nurseries Inc • February 9th, 1998 • 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 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,...Color Spot Nurseries Inc • September 28th, 1999 • Wholesale-miscellaneous nondurable goods
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
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...1998 Employee Stockholders Agreement • October 15th, 1998 • Color Spot Nurseries Inc • Wholesale-miscellaneous nondurable goods • Delaware
