Board Agreement The undersigned: and Whereas:Board Agreement • March 1st, 2012 • DE International Holdings B.V.
• The Executive was elected an executive officer of Sara Lee Corporation, to serve as Executive Vice President of Sara Lee and as Chief Executive Officer of the International Beverage business segment of the Company with the intention to become the Chief Executive Officer of CoffeeCo after the Spin-Off has been executed, which terms are both defined hereafter;
TAX SHARING AGREEMENTTax Sharing Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products
THIS TAX SHARING AGREEMENT, dated as June 15, 2012, by and among Sara Lee Corporation (“Sara Lee”), a Maryland corporation, by and on behalf of itself and each Affiliate of Sara Lee (as determined after the Separation), MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands, (“DutchCo”) and currently an indirect, wholly owned subsidiary of Sara Lee, and DE US, Inc., a Delaware corporation and currently a direct, wholly owned subsidiary of Sara Lee (“CoffeeCo”), by and on behalf of itself and each Affiliate of CoffeeCo (as determined after the Separation). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement.
AGREEMENT DATED 22 MAY 2012 EUR 750,000,000 REVOLVING CREDIT FACILITY for (to be renamed: D.E MASTER BLENDERS 1753 N.V.) with COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. and DEUTSCHE BANK AG, LONDON BRANCH as Coordinators COÖPERATIEVE...Revolving Credit Facility • May 24th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products
INTERIM LOAN AGREEMENT dated as of May 29, 2012 among DE US, INC., The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents MERRILL LYNCH, PIERCE, FENNER &...Interim Loan Agreement • May 30th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products • New York
INTERIM LOAN AGREEMENT (this “Agreement”) dated as of May 29, 2012 among DE US, INC., a Delaware corporation (the “Borrower”); the LENDERS from time to time party hereto; BANK OF AMERICA, N.A., as administrative agent; and GOLDMAN SACHS BANK USA and JPMORGAN CHASE BANK, N.A., as co-syndication agents.
TRADEMARK TRANSFER AGREEMENTTrademark Transfer Agreement • April 13th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products
WHEREAS, KPENV and Philips Consumer Lifestyle B.V. (“Philips CL”), on the one hand, and Sara Lee on the other hand, have entered into the MoA (as defined below), whereby (amongst others) KPENV has agreed to assign to Sara Lee, and Sara Lee has agreed to purchase from KPENV, KPENV’s ownership rights with respect to the Senseo Trademark for an amount of Euro 115 million on the terms and conditions as set forth in this Agreement (as defined below);
GUARANTYGuaranty • May 30th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products • New York
THIS GUARANTY (this “Guaranty”) is made as of May 29, 2012, by and among each of the undersigned (the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.
INTERIM CREDIT AGREEMENT dated as of May 29, 2012 among DEMB INTERNATIONAL B.V. The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents MERRILL LYNCH,...Interim Credit Agreement • May 30th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products • New York
INTERIM CREDIT AGREEMENT (this “Agreement”) dated as of May 29, 2012 among DEMB INTERNATIONAL B.V., a besloten vennootschap met beperkte aansprakelijkheid with corporate seat in Joure (Skarsterlân), The Netherlands (the “Borrower”); the LENDERS from time to time party hereto; BANK OF AMERICA, N.A., as administrative agent; and GOLDMAN SACHS BANK USA and JPMORGAN CHASE BANK, N.A., as co-syndication agents.
PARTNERSHIP AGREEMENTPartnership Agreement • April 13th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products
(Philips CL and KPENV jointly referred to herein as “Philips”, it being understood that when referred to Philips in relation to the Commercialization of any Coffee System, the term “Philips” shall refer to Philips CL)
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 15, 2012 BY AND AMONG SARA LEE CORPORATION, DE US, INC., AND DEMB MERGER COMPANYMerger Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2012 (this “Agreement”), is by and among Sara Lee Corporation, a Maryland corporation (“Sara Lee”), DE US, Inc., a Delaware corporation (“CoffeeCo”), and, as of the date hereof, a wholly-owned subsidiary of Sara Lee, D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with a corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”), and, as of the date hereof, a wholly-owned subsidiary of CoffeeCo, and DEMB Merger Company, a Delaware corporation and wholly-owned subsidiary of DutchCo (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Master Separation Agreement, entered into by and between Sara Lee, CoffeeCo and DutchCo, on or around the date hereof (the “Master Separation Agreement”).
INTELLECTUAL PROPERTY SEPARATION AGREEMENTIntellectual Property Separation Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • Delaware
This Intellectual Property Separation Agreement (this “Agreement”), dated as of June 15, 2012, is by and among Sara Lee Corporation, a Maryland corporation (“Sara Lee”), on the one hand, and D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”), and DE US, Inc., a Delaware corporation (“CoffeeCo” and together with DutchCo, the “CoffeeCo Parties”), on the other hand (each, a “Party” and collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT by and between SARA LEE CORPORATION, and DE US, INC. Dated as of June 15, 2012Employee Matters Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 15, 2012, by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”) and DE US, Inc., a Delaware corporation (“CoffeeCo”), and, as of the date hereof, a wholly-owned subsidiary of Sara Lee. Each of Sara Lee, DutchCo and CoffeeCo is herein referred to as a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined herein, including in Article III below, shall have the meanings ascribed to them in the Separation Agreement (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 15, 2012, is by and among Sara Lee Corporation, a Maryland corporation (“Sara Lee”), on the one hand, and D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”), and DE US, Inc., a Delaware corporation (“CoffeeCo” and together with DutchCo, the “CoffeeCo Parties”), on the other hand (each, a “Party” and collectively, the “Parties”).
FORM OF MASTER SEPARATION AGREEMENT by and between SARA LEE CORPORATION D.E MASTER BLENDERS 1753 B.V. and DE US, INC. Dated as of , 2012Master Separation Agreement • May 11th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is made as of , 2012 by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), DE US, Inc., a Delaware corporation (“CoffeeCo”), and, as of the date hereof, a wholly-owned subsidiary of Sara Lee, and D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”).
LEASE AGREEMENT FOR PURPOSES OTHER THAN THAT OF HOUSINGLease Agreement • April 13th, 2012 • D.E Master Blenders 1753 B.V. • Miscellaneous food preparations & kindred products
As party of the first part, the mercantile company Enrique y Félix Marcilla S.L., with domicile in Barcelona, calle Escuelas Pías number 73, inscribed in the Mercantile Registry of Barcelona, volume 21087, folio number 220, page num. B-16417, with CIF [Tax Code] no. B59810275, represented by D. Félix Marcilla Pages, of legal age, having domicile in Barcelona, calle Escuelas Pías number 73 – 79, 2nd, with D.N.I [Identity Document] No. 37013968E, in his capacity as Administrator.
LICENSE AND SERVICES AGREEMENT by and between SARA LEE/DE B.V. and JMS FOODSERVICE, LLC Dated as of January 3, 2012 Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange...License and Services Agreement • October 11th, 2012 • D.E Master Blenders 1753 N.V. • Miscellaneous food preparations & kindred products • New York
This LICENSE AND SERVICES AGREEMENT (this “Agreement”), dated as of January 3, 2012 (the “Effective Date”), is entered into by and between SARA LEE/DE B.V. (“Licensor”), and JMS FOODSERVICE, LLC (“Licensee”). Licensor and Licensee are each sometimes referred to herein as a “Party”, and collectively, as the “Parties.”
