WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF WEIDER NUTRITION INTERNATIONAL, INC.Warrant Agreement • July 17th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Illinois
BETWEENLicense Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products
R E C I T A L SSeparation Agreement • October 15th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
1 EXHIBIT 1.1 5,600,000 SHARES WEIDER NUTRITION INTERNATIONAL, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • New York
BRUCE J. WOOD PARTIESEmployment Agreement • August 30th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
1 EXHIBIT 10.10 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated December 31, 1996Shareholders Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Nevada
Employment Agreement ofEmployment Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
EXHIBIT 10.13 EMPLOYMENT AGREEMENT DAVID J. GUSTINEmployment Agreement • April 6th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
This Indemnification Agreement ("Agreement") is made as of August 10, 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and Eric Weider, an individual ("Indemnitee").
PAGE ---- ARTICLE 1 DEFINITIONSCredit Agreement • July 17th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2001 • Weider Nutrition International Inc • Wholesale-groceries & related products
3- 4 business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for such failures to be so qualified or in good standing...Subscription Agreement • April 2nd, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • New York
EXHIBIT 10.6 DRAFT FOR DISCUSSION PURPOSES ONLY EMPLOYMENT AGREEMENT ROBERT REYNOLDSEmployment Agreement • April 25th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
ARTICLE IRegistration Rights Agreement • July 17th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Illinois
RECITALSCredit Agreement • January 14th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products
PARTIESEmployment Agreement • April 6th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
AGREEMENTIp Transfer Agreement • October 16th, 1996 • Weider Nutrition International Inc • Wholesale-groceries & related products • California
EXHIBIT 10.8 ADVERTISING AGREEMENT Dated December 1, 1996Advertising Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • California
WITNESSETH:Change in Control Agreement • September 28th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
This Indemnification Agreement ("Agreement") is made as of ___________, 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and __________, an individual ("Indemnitee").
R E C I T A L SSenior Subordinated Loan Agreement • January 16th, 2001 • Weider Nutrition International Inc • Wholesale-groceries & related products
CREDIT AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., as Holdings, SCHIFF NUTRITION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative AgentCredit Agreement • April 2nd, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • New York
CREDIT AGREEMENT dated as of March 30, 2012 (this “Agreement”), among SCHIFF NUTRITION INTERNATIONAL, INC., a Delaware corporation (“Holdings”), SCHIFF NUTRITION GROUP, INC., a Utah corporation (the “Borrower”), the LENDERS party hereto, ROYAL BANK OF CANADA, as an Issuing Bank and the Swingline Lender, and ROYAL BANK OF CANADA, as Administrative Agent.
RECITALSCredit Agreement • August 30th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
RECITALSCredit Agreement • April 14th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products
RECITALSConsent, Waiver and Amendment • January 14th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products
RECITALSIncome Tax Sharing Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • California
RECITALSCredit Agreement • October 15th, 1998 • Weider Nutrition International Inc • Wholesale-groceries & related products
AGREEMENTIndemnification & Liability • April 2nd, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • New York
1 EXHIBIT 1.3 5,600,000 SHARES WEIDER NUTRITION INTERNATIONAL, INC. CLASS A COMMON STOCK AGREEMENT BETWEEN U.S. UNDERWRITERS AND MANAGERSUnderwriting Agreement • April 2nd, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • New York
CONTINUING AND UNCONDITIONAL GUARANTYContinuing and Unconditional Guaranty • August 20th, 2009 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products
This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by WNG Holdings (International) Ltd. a Nevada corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement referred to below) and in favor of each of the Lenders.
AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp., Schiff Nutrition International, Inc. and Reckitt Benckiser Group plc (solely for purposes of Section 6.17 hereof) Dated as of November 21, 2012Merger Agreement • November 21st, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2012 (this “Agreement”), is entered into by and among Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and, solely for the purposes of Section 6.17 hereof, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales (“Guarantor”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.
October 29, 2012Merger Agreement • October 30th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.
REVOLVING CREDIT AGREEMENT DATED as of June 30, 2004 among WEIDER NUTRITION GROUP, INC., THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 1 HERETO and KEYBANK NATIONAL ASSOCIATION in its capacity as AgentRevolving Credit Agreement • July 8th, 2004 • Weider Nutrition International Inc • Wholesale-groceries & related products
This REVOLVING CREDIT AGREEMENT is made as of June 30, 2004, by and among (a) WEIDER NUTRITION GROUP, INC., a Utah corporation (the “Borrower”), (b) KEYBANK NATIONAL ASSOCIATION, a national banking association and the other financial institutions listed on Schedule 1 hereto and (c) KEYBANK NATIONAL ASSOCIATION, as agent for itself and such other financial institutions.
WITNESSETH:Change in Control Agreement • September 28th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
LOAN AGREEMENT by and among SCHIFF NUTRITION GROUP, INC. as Borrower and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders, the “Agent” Dated...Loan Agreement • August 17th, 2010 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Utah
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of August, 2009, by and among SCHIFF NUTRITION GROUP, INC., a Utah corporation (“Borrower”), and the Lenders from time to time party hereto, including U.S. BANK NATIONAL ASSOCIATION, in its capacity as a Lender and as administrative agent for the Lenders under this Agreement (in such capacity, the “Agent”).
