BLUE BUFFALO PET PRODUCTS, INC. 25,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 16th, 2016 • Blue Buffalo Pet Products, Inc. • Food and kindred products • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Blue Buffalo Pet Products, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,750,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CREDIT AGREEMENT dated as of August 8, 2012 among BLUE PET PRODUCTS, INC., as Holdings, BLUE BUFFALO COMPANY, LTD., as the Borrower, The Lenders Party Hereto and CITIBANK, N.A., as the Administrative Agent, a Swingline Lender and an Issuing Bank...Credit Agreement • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
CREDIT AGREEMENT dated as of August 8, 2012 (this “Agreement”), among BLUE PET PRODUCTS, INC., a Delaware corporation (“Holdings”; as hereinafter further defined), BLUE BUFFALO COMPANY, LTD., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CITIBANK, N.A., as the Administrative Agent, a Swingline Lender and an Issuing Bank.
CREDIT AGREEMENT dated as of May 25, 2017 among BLUE BUFFALO PET PRODUCTS, INC., as Borrower, The Lenders Party Hereto and CITIBANK, N.A., as the Administrative Agent, a Swingline Lender and an Issuing Bank CITIGROUP GLOBAL MARKETS INC. and JPMORGAN...Credit Agreement • May 31st, 2017 • Blue Buffalo Pet Products, Inc. • Food and kindred products • New York
CREDIT AGREEMENT dated as of May 25, 2017 (this “Agreement”), among BLUE BUFFALO PET PRODUCTS, INC., a Delaware corporation (the “Borrower”; as hereinafter further defined), the LENDERS party hereto and CITIBANK, N.A., as the Administrative Agent, a Swingline Lender and an Issuing Bank.
GUARANTEE AGREEMENT dated as of August 8, 2012, among BLUE PET PRODUCTS, INC., as Holdings, and THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN, and CITIBANK, N.A., as Administrative AgentGuarantee Agreement • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
GUARANTEE AGREEMENT dated as of August 8, 2012 (this “Agreement”), among BLUE PET PRODUCTS, INC., a Delaware corporation (“Holdings”), the SUBSIDIARY GUARANTOR identified herein, CITIBANK, N.A., as Administrative Agent, a Swingline Lender and an Issuing Bank on behalf of itself and the other Guaranteed Parties.
COLLATERAL AGREEMENT dated as of August 8, 2012, among BLUE PET PRODUCTS, INC., BLUE BUFFALO COMPANY, LTD., THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Administrative AgentCollateral Agreement • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
COLLATERAL AGREEMENT dated as of August 8, 2012 (this “Agreement”), among BLUE PET PRODUCTS, INC., a Delaware corporation, BLUE BUFFALO COMPANY, LTD., a Delaware corporation, the other GRANTORS from time to time party hereto and CITIBANK, N.A., as the administrative agent .
BLUE BUFFALO PET PRODUCTS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 11th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of January 21, 2015 by and among BLUE BUFFALO PET PRODUCTS, INC., a Delaware corporation (the “Company”), the stockholders listed on Exhibit A hereto (together with their Permitted Transferees, the “Non-Invus Stockholders” and each individually, a “Non-Invus Stockholder”) and INVUS, L.P., a Bermuda limited partnership.
AMENDMENT AGREEMENT NO. 4Amendment Agreement No. 4 • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
AMENDMENT AGREEMENT NO. 4, dated as of December 9, 2013 (this “Amendment”), by and among BLUE PET PRODUCTS, INC., a Delaware corporation (“Holdings”), BLUE BUFFALO COMPANY, LTD., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the existing Lenders (the “Existing Lenders”) under, and as defined in, the Credit Agreement (as hereinafter defined) party hereto, and CITIBANK, N.A. (“Citibank”), as the Administrative Agent.
FORM OF CONFIDENTIALITY, INTELLECTUAL PROPERTY OWNERSHIP AND NON-COMPETITION AGREEMENTConfidentiality, Intellectual Property Ownership and Non-Competition Agreement • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • Connecticut
This CONFIDENTIALITY, INTELLECTUAL PROPERTY OWNERSHIP AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of [Date] (the “Effective Date”), by and between BLUE BUFFALO COMPANY, LTD., a Delaware corporation (“Blue Buffalo”), and [employee’s name] (the “Employee”).
AMENDMENT AGREEMENT NO. 3Amendment Agreement No. 3 • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
AMENDMENT AGREEMENT NO. 3, dated as of February 15, 2013 (this “Amendment”), by and among BLUE PET PRODUCTS, INC., a Delaware corporation (“Holdings”), BLUE BUFFALO COMPANY, LTD., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Revolving Lenders under, and as defined in, the Credit Agreement (as hereinafter defined) and CITIBANK, N.A. (“Citibank”), as the Administrative Agent.
AMENDMENT AGREEMENTAmendment Agreement • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
AMENDMENT AGREEMENT NO. 1, dated as of December 6, 2012 (this “Amendment”), by and among BLUE PET PRODUCTS, INC., a Delaware corporation (“Holdings”), BLUE BUFFALO COMPANY, LTD., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the existing Lenders (the “Existing Lenders”) under, and as defined in, the Credit Agreement (as hereinafter defined), comprising at least the Required Lenders, CITIBANK, N.A. (“Citibank”), as the Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and MORGAN STANLEY SENIOR FUNDING, INC., as the joint lead arrangers (the “Incremental Term B-1 Arrangers”) and the initial Incremental Term B-1 Lenders (as hereinafter defined).
Form of] SUPPORT AGREEMENTSupport Agreement • February 23rd, 2018 • Blue Buffalo Pet Products, Inc. • Food and kindred products • Delaware
This SUPPORT AGREEMENT is dated as of [•], 2018 (this “Agreement”), by and among General Mills, Inc., a Delaware corporation (“Parent”) and [•], a [•] (the “Stockholder”).
AMENDMENT AGREEMENT NO. 2Amendment Agreement No. 2 • June 25th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
AMENDMENT AGREEMENT NO. 2, dated as of February 15, 2013 (this “Amendment”), by and among BLUE PET PRODUCTS, INC., a Delaware corporation (“Holdings”), BLUE BUFFALO COMPANY, LTD., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the existing Lenders (the “Existing Lenders”) under, and as defined in, the Credit Agreement (as hereinafter defined) party hereto, CITIBANK, N.A. (“Citibank”), as the Administrative Agent, and the Additional Term B-2 Lenders (as hereinafter defined).
BLUE BUFFALO PET PRODUCTS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 10th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products • New York
THIS AGREEMENT (this “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Blue Buffalo Pet Products, Inc., a Delaware corporation hereinafter referred to as the “Company”, and the individual listed on the first page of this Agreement (“Optionee”).
AMENDMENT NO. 1 TO BLUE BUFFALO PET PRODUCTS, INC. AMENDED AND RESTATEDInvestor Rights Agreement • August 9th, 2017 • Blue Buffalo Pet Products, Inc. • Food and kindred products • Delaware
Amendment No. 1, dated July 28, 2017 (the "Amendment"), to the Amended and Restated Investor Rights Agreement, dated as of January 21, 2015 (the "Existing Agreement"), by and among Blue Buffalo Pet Products, Inc., a Delaware corporation (the “Company”), Invus, L.P., a Bermuda limited partnership (“Invus”), and The Bishop Family Limited Partnership, a Connecticut limited partnership (the “Bishop Holder”).
BLUE BUFFALO PET PRODUCTS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 10th, 2015 • Blue Buffalo Pet Products, Inc. • Grain mill products
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [Date] between Blue Buffalo Pet Products, Inc., a Delaware corporation (the “Company”), and the indemnitee set forth on the signature page hereof (“Indemnitee”).
