Exhibit 10.1 AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 30th, 2002 • American Seafoods Group LLC • Retail-food stores • Alabama
EXHIBIT 10.4 AMERICAN SEAFOODS GROUP LLC AMERICAN SEAFOODS, INC. SOUTHERN PRIDE CATFISH TRUCKING INC. 10 1/8% SENIOR SUBORDINATED NOTES DUE 2010 Supplemental Indenture Dated as of December 16, 2002Supplemental Indenture • December 30th, 2002 • American Seafoods Group LLC • Retail-food stores • New York
PART ICredit Agreement • December 30th, 2002 • American Seafoods Group LLC • Retail-food stores • New York
ALTERNATIVE EMPLOYMENT AGREEMENTAlternative Employment Agreement • March 31st, 2003 • American Seafoods Group LLC • Retail-food stores • Alabama
WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among the Company, Southern Pride Catfish Trucking Inc., a Delaware corporation (“Trucking”), Group, Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), and Joe T. Glover, Jr., an individual, the Company and Trucking have purchased from the Seller substantially all of the assets and properties of the Seller;
SUPPLEMENTAL INDENTURESupplemental Indenture • April 11th, 2006 • American Seafoods Group LLC • Fishing, hunting and trapping • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2006, among American Pride Seafoods LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”) and wholly-owned subsidiary of American Seafoods Group LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, American Seafoods Finance, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“ASF, Inc.” and together with the Company, collectively, the “Issuers” and each an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 6, 2005 among AMERICAN SEAFOODS GROUP LLC, as Borrower, AMERICAN SEAFOODS CONSOLIDATED LLC and ASG CONSOLIDATED LLC, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO WELLS FARGO...Credit Agreement • November 14th, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping
This Third Amended and Restated Credit Agreement is dated as of October 6, 2005 and is among AMERICAN SEAFOODS CONSOLIDATED LLC, a Delaware limited liability company (the “Parent”), ASG CONSOLIDATED LLC, a Delaware limited liability company (“ASG”), AMERICAN SEAFOODS GROUP LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), DNB NOR BANK ASA, as Documentation Agent, and ISLANDSBANKI HF, HARRIS N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents, NORDEA BANK NORGE ASA and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH, as Co-Manager Agents, WELLS FARGO BANK, as Swingline Lender, and BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender. Holdings, the Parent, ASG, the Borrower, Bank of America, N.A., as Administrative Agent, Issuing Lender and Swingline Lender, certain banks, as agents, and certain banks and other financial in
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 15th, 2004 • American Seafoods Group LLC • Fishing, hunting and trapping • New York
This SECOND AMENDMENT, dated as of September 29, 2004 (this “Second Amendment”), is to the Second Amended and Restated Credit Agreement (as amended prior to the date hereof, the “Credit Agreement”), dated as of December 16, 2002, among AMERICAN SEAFOODS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), AMERICAN SEAFOODS CONSOLIDATED LLC, a Delaware limited liability company (the “Parent”), AMERICAN SEAFOODS GROUP LLC, a Delaware limited liability company (the “Borrower”), the Lenders, HARRIS TRUST AND SAVINGS BANK, as Documentation Agent, THE BANK OF NOVA SCOTIA, as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and Swingline Lender.
Amendment No. 1 to the Employment AgreementEmployment Agreement • March 31st, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping
Reference is made to the Employment Agreement, made and entered into as of January 28, 2000 among American Seafoods, L.P., American Seafoods Group LLC and Bernt O. Bodal (the “Employment Agreement”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 31st, 2003 • American Seafoods Group LLC • Retail-food stores • Alabama
WHEREAS, pursuant to the Amended and Restated Asset Purchase Agreement, dated as of December 16, 2002 (the “Asset Purchase Agreement”), by and among Southern Pride Catfish Company, Inc., an Alabama corporation (the “Seller”), Executive, the Company, Trucking and Parent, the Company and Trucking have purchased from the Seller the business and substantially all of the assets and properties of the Seller;
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2004 • American Seafoods Group LLC • Fishing, hunting and trapping • Washington
Form of Swingline NoteSwingline Note • November 14th, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping
This Note is the Swingline Note referred to in the Credit Agreement and evidences the Swingline Loans made by the Swingline Lender thereunder. Capitalized terms used in this Swingline Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
Amendment No. 1 to the Employment AgreementEmployment Agreement • March 31st, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping
Reference is made to the Employment Agreement, made and entered into as of March 18, 2002 between American Seafoods Group LLC and Brad Bodenman (the “Employment Agreement”).
AMERICAN SEAFOODS GROUP LLC CONSULTING AGREEMENT EFFECTIVE DATE: JANUARY 1, 2005Consulting Agreement • March 31st, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping • Washington
THIS CONSULTING AGREEMENT (the “Agreement”) is made by and between AMERICAN SEAFOODS GROUP LLC (“Group”), a Delaware limited liability company, and SOUTHERN GROUP, LLC, a Florida limited liability company (“Consultant”).
EMPLOYMENT AGREEMENT TERMINATIONEmployment Agreement Termination • March 31st, 2003 • American Seafoods Group LLC • Retail-food stores • New York
This Employment Agreement Termination is entered into as of this 31st day of March, 2000, by and between AMERICAN SEAFOODS GROUP LLC (“ASG”), AMERICAN SEAFOODS COMPANY (“ASC”) and MICHAEL J. HYDE (“Hyde”).
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of February 27, 2006 among AMERICAN SEAFOODS, L.P., ASC MANAGEMENT, INC., ASLP ACQUISITION LLC, CP3 TAX-EXEMPT HOLDINGS CORP., ASC OFFSHORE HOLDINGS CORP., COASTAL VILLAGES POLLOCK LLC,...Securityholders Agreement • March 3rd, 2006 • American Seafoods Group LLC • Fishing, hunting and trapping • New York
This SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is dated as of February 27, 2006, and entered into by and among American Seafoods, L.P., a Delaware limited partnership (the “Partnership”), ASC Management, Inc., a Delaware corporation (together with its Transferees, the “General Partner”), ASLP Acquisition LLC, a Delaware limited liability company (“Acquisition”), CP3 Tax-Exempt Holdings Corp., a Delaware corporation (“CP3”), ASC Offshore Holdings Corp., a Delaware corporation (“ASC Offshore” and, together with CP3, the “Blocker Corporations”), Coastal Villages Pollock LLC, an Alaska limited liability company (“Coastal”), the individuals and entities listed on Schedule I attached hereto (such individuals and entities, together with Acquisition, Coastal and the Subsequent Additional Securityholders (as hereinafter defined), the “Additional Securityholders”), and the individuals listed on Schedule II attached hereto (the “Initial Management Securityholders” a
Form of Tranche B-1 Term Loan NoteTerm Loan Note • November 14th, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping
This note is one of the Tranche B-1 Term Loan Notes referred to in the Credit Agreement and evidences the Tranche B-1 Term Loan made by the Lender thereunder. Capitalized terms used in this Tranche B-1 Term Loan Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 31st, 2005 • American Seafoods Group LLC • Fishing, hunting and trapping • Washington
This Employment Separation Agreement (“Separation Agreement”) is made and entered into as of February 15, 2005, between American Seafoods, L.P. (the “Parent”) and American Seafoods Group LLC (the “Company”) and Michael J. Hyde (“Hyde”) (the Parent, the Company and Hyde being sometimes herein referred to singly as a “Party” and collectively as the “Parties”).
