EXHIBIT 10.11 ESCROW AGREEMENT ESCROW AGREEMENT, effective as of the ___ day of May, 2003, by and among certain of the shareholders listed on Exhibit A to this Escrow Agreement (the "Shareholders" or "Shareholder") of CENTENNIAL SPECIALTY FOODS...Escrow Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
EXHIBIT 10.20.3 LOAN AND SECURITY AGREEMENT Dated as of March 15, 2004Loan and Security Agreement • August 16th, 2004 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Missouri
EXHIBIT 1.2 PUBLIC OFFERING OF 1,550,000 SHARES OF COMMON STOCK(1) CENTENNIAL SPECIALTY FOODS CORPORATION AGREEMENT AMONG UNDERWRITERS J.P. Turner & Company, L.L.C. 5445 DTC Parkway, Suite 940 Greenwood Village, Co 80111 Ladies and Gentlemen: 1....Underwriting Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
ARTICLE I DEFINITIONSIndemnification Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Delaware
EXHIBIT 1.1 1,550,000 Shares of Common Stock CENTENNIAL SPECIALTY FOODS CORPORATION UNDERWRITING AGREEMENT J.P. Turner & Company, L.L.C. 5445 DTC Parkway, Suite 940 Greenwood Village, Colorado 80111 Dear Sirs: Centennial Specialty Foods Corporation, a...Underwriting Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
RECITALSEmployment Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
EXHIBIT 1.1 1,550,000 Shares of Common Stock CENTENNIAL SPECIALTY FOODS CORPORATION UNDERWRITING AGREEMENT J.P. Turner & Company, L.L.C. 5445 DTC Parkway, Suite 940 Greenwood Village, Colorado 80111 Dear Sirs: Centennial Specialty Foods Corporation, a...Underwriting Agreement • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
EXHIBIT 4.3 LOCK-UP AGREEMENT AND NASD QUESTIONNAIRELock-Up Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp
RECITALSEmployment Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
ARTICLE I DEFINITIONSIndemnification Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Delaware
EXHIBIT 10.1 LEASE AGREEMENT BY THIS LEASE AGREEMENT (hereinafter, this "Lease"), made and entered into this 26th day of January 2001, the parties hereto declare, covenant and agree as follows: 1. Basic Lease Provisions. The following terms are hereby...Lease Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp
EXHIBIT 10.19 STERLING RICE GROUP, INC. PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the "Agreement") is between Sterling Rice Group, Inc. ("STERLING RICE"), with its principal place of business at 1035 Pearl Street, Suite...Professional Services Agreement • September 18th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
CLASS A ISSUERPromotional Shares Lock-in Agreement • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
List of Other AgreementsExhibit Agreement • October 28th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 2.1.3 FORM OF SECURED NOTESecured Note • August 12th, 2003 • Centennial Sepcialty Foods Corp
This Secured Note is issued pursuant, and is subject, to the Loan Agreement, which provides, among other things, for acceleration hereof. This Secured Note is one of the several Secured Notes referred to in the Loan Agreement. This Secured Note is secured by all of the assets of the Borrower and its subsidiaries, now in existence or hereafter acquired, pursuant to the terms of the Loan Agreement, and one or more other guaranty agreements, security agreements, mortgages, deeds of trust, assignments or other instruments or agreements (all of which are referenced in the Loan Agreement).
BY AND AMONGStock Purchase Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
ARTICLE I CERTAIN DEFINITIONSMerger Agreement • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
RecitalsEbitda Overview Committee Agreement • October 27th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ------------------------------------------------------- This SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (this "Agreement"), made and entered into this 15h day of March, 2004, by and...Subordination, Attornment and Non-Disturbance Agreement • April 14th, 2004 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
RECITALSExclusive License Agreement • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
WITNESSETHCo-Pack and Warehousing Agreement • October 27th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 2.1.2 DRAFT JULY 30, 2003 SENIOR LOAN AGREEMENT CENTENNIAL SPECIALTY FOODS CORPORATION, BORROWERSenior Loan Agreement • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
EXHIBIT 10.6.1 SCHEDULE 1 List of Other Agreements 1. Lease Agreement for the Plant. 2. Equipment Lease Agreement for Seller's equipment located at the Plant. 3. Co-Pack Agreement for Buyer to co-pack Seller's branded products. 4. License Agreement...Schedule of Other Agreements • October 27th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
RECITALSLease Override Agreement • October 27th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
EXHIBIT 10.6.1 SCHEDULE 1 List of Other Agreements 1. Lease Agreement for the Plant. 2. Equipment Lease Agreement for Seller's equipment located at the Plant. 3. Co-Pack Agreement for Buyer to co-pack Seller's branded products. 4. License Agreement...List of Other Agreements • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 2.1.5 CENTENNIAL SPECIALTY FOODS CORPORATION VOTING TRUST AGREEMENT This Voting Trust Agreement is made and entered into and made effective the 17th day of September, 2003, by Jeffrey R. Nieder, as trustee (hereinafter, with any successor...Voting Trust Agreement • September 25th, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Delaware
Recitals --------Amendment No. 1 • April 14th, 2004 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2005 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Missouri
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Second Amendment”) is made and entered into as of this 21st day of March, 2005 by and among CENTENNIAL SPECIALTY FOODS CORPORATION, a Delaware corporation, and STOKES CANNING COMPANY, a Colorado corporation (collectively, the “Borrower”), and HEARTLAND BANK, a federal savings bank (“Lender”).
SCHEDULE 1Loan Policy • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 15th, 2004 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties
This Amendment No. 1 (the “Amendment”), effective as of this 26th day of March, 2004, is by and among Centennial Specialty Foods Corporation, a Delaware corporation (“Centennial”), Stokes Canning Company, a Colorado corporation (“Stokes”), and Heartland Bank, a federal savings bank (“Lender”). Centennial and Stokes are collectively referred to as the “Borrower.”
EXHIBIT 10.2 EQUIPMENT LEASE This Equipment Lease (the "Lease"), effective as of this 26th day of January, 2001, is by and between Stokes Canning Company, a Colorado corporation ("Lessor"), and Hoopeston Foods Denver Corp., a Delaware corporation...Equipment Lease • August 12th, 2003 • Centennial Sepcialty Foods Corp • Colorado
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 22nd, 2005 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Missouri
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Third Amendment”) is made and entered into as of this 12th day of August, 2005 by and among CENTENNIAL SPECIALTY FOODS CORPORATION, a Delaware corporation, and STOKES CANNING COMPANY, a Colorado corporation (collectively, the “Borrower”), and HEARTLAND BANK, a federal savings bank (“Lender”).
EXHIBIT 10.21 RELEASE AGREEMENT This Release Agreement (hereinafter the "Agreement"), dated this 18th day of September, 2003, is made and entered into by and among J. Michael Miller ("JMM"), Centennial Specialty Foods Corporation, a Delaware...Release Agreement • October 23rd, 2003 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Centennial Specialty Foods Corp • Canned, frozen & preservd fruit, veg & food specialties • Colorado
This EMPLOYMENT AGREEMENT is made as of February 28, 2005, effective as of February 28, 2005, (this “Agreement”) by and between Centennial Specialty Foods Corporation, a Delaware corporation (the “Company”), and Douglas L. Evans (“Executive”).
