RECITALSCredit Agreement • January 14th, 1998 • Penford Corp • Grain mill products • California
RECITALSCredit Agreement • November 27th, 2002 • Penford Corp • Grain mill products • Washington
EXHIBIT 10.21 U.S. $75,000,000 CREDIT AGREEMENT, dated as of July 2, 1998Credit Agreement • November 24th, 1998 • Penford Corp • Grain mill products
Re: $10,000,000 Adjustable Rate Series A Senior Notes and $10,000,000 Adjustable Rate Series B Senior Notes of PENFORD CORPORATIONGuaranty Agreement • November 24th, 1998 • Penford Corp • Grain mill products • Washington
RECITALSIntercreditor Agreement • November 21st, 2003 • Penford Corp • Grain mill products • Illinois
EXECUTION ORIGINAL SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2003 • Penford Corp • Grain mill products • Washington
AMONGCredit Agreement • December 12th, 2000 • Penford Corp • Grain mill products • Washington
WAIVER AGREEMENTWaiver Agreement • July 13th, 2001 • Penford Corp • Grain mill products
1 EXHIBIT 10.12 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of May 7, 1997, is entered into by and among PENWEST, LTD., a Washington corporation ("Penwest"), PENFORD PRODUCTS CO., a Delaware...Credit Agreement • July 11th, 1997 • Penwest LTD • Grain mill products • California
July 2, 1998Credit Agreement • November 24th, 1998 • Penford Corp • Grain mill products
CONTENTSShare Sale Agreement • December 12th, 2000 • Penford Corp • Grain mill products • New South Wales
RECITALSEmployee Benefits Agreement • September 15th, 1998 • Penford Corp • Grain mill products • Washington
RECITALSSeparation and Distribution Agreement • September 15th, 1998 • Penford Corp • Grain mill products • Washington
AGREEMENT AND PLAN OF MERGER among INGREDION INCORPORATED PROSPECT SUB, INC. and PENFORD CORPORATION Dated as of October 14, 2014Merger Agreement • October 15th, 2014 • Penford Corp • Grain mill products • Washington
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 14, 2014, is by and among Ingredion Incorporated, a Delaware corporation (“Parent”), Prospect Sub, Inc. a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Penford Corporation, a Washington corporation (the “Company”).
Exhibit 10.18 INTERCREDITOR AGREEMENT Dated as of August 1, 1998Intercreditor Agreement • November 24th, 1998 • Penford Corp • Grain mill products • Washington
RECITALSServices Agreement • September 15th, 1998 • Penford Corp • Grain mill products • Washington
AMONGCredit Agreement • November 21st, 2003 • Penford Corp • Grain mill products • Illinois
CREDIT AGREEMENT DATED AS OF AUGUST 1, 2014 AMONG PENFORD CORPORATION, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK...Credit Agreement • August 4th, 2014 • Penford Corp • Grain mill products • New York
This Credit Agreement is entered into as of August 1, 2014, by and among Penford Corporation, a Washington corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch (“Rabobank”), as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
AMENDED AND RESTATED RIGHTS AGREEMENT Amended and Restated Rights Agreement ("Agreement"), dated as of April 30, 1997 between PENWEST, LTD., a Washington corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited...Rights Agreement • May 5th, 1997 • Penwest LTD • Grain mill products • Washington
1 EXHIBIT 10.4 TAX ALLOCATION AGREEMENT THIS TAX ALLOCATION AGREEMENT (the "Agreement") is made as of July 31, 1998, by and among Penford Corporation, a Washington corporation ("Parent" and, together with its subsidiaries existing immediately...Tax Allocation Agreement • September 15th, 1998 • Penford Corp • Grain mill products • Washington
RECITALSSeparation Agreement • November 26th, 1997 • Penwest LTD • Grain mill products • Washington
Third Amended and Restated Credit Agreement Dated as of April 7, 2010 among Penford Corporation The Guarantors from time to time parties hereto, the Lenders from time to time parties hereto, Bank of Montreal, as Administrative Agent and Bank of...Credit Agreement • April 9th, 2010 • Penford Corp • Grain mill products • Illinois
This Third Amended and Restated Credit Agreement is entered into as of April 7, 2010, by and among Penford Corporation, a Washington corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
2,000,000 Shares Penford Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2007 • Penford Corp • Grain mill products • New York
JEFFERIES & COMPANY, INC. As Representative of the several Underwriters c/o JEFFERIES & COMPANY, INC. 520 Madison Avenue New York, New York 10022
RECITALS:Excipient Supply Agreement • September 15th, 1998 • Penford Corp • Grain mill products • Washington
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 9, 2012 AMONG PENFORD CORPORATION THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BANK OF MONTREAL, as Administrative Agent AND COÖPERATIEVE...Credit Agreement • July 11th, 2012 • Penford Corp • Grain mill products • Illinois
This Fourth Amended and Restated Credit Agreement is entered into as of July 9, 2012, by and among Penford Corporation, a Washington corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
ABN 48 003 780 229Syndicated Facility Agreement • November 21st, 2003 • Penford Corp • Grain mill products
RECITALSChange of Control Agreement • November 29th, 1995 • Penwest LTD • Grain mill products • Washington
1 EXHIBIT 10.22 SPECIFIC GUARANTEE GUARANTEE, made by PENFORD CORPORATION, a Washington corporation, (the "Guarantor") in favor of THE BANK OF NOVA SCOTIA (the "Bank") in respect of the indebtedness and liability of PENWEST PHARMACEUTICALS CO., a...Specific Guarantee • November 24th, 1998 • Penford Corp • Grain mill products • Oregon
RECITALSCredit Agreement • July 13th, 2001 • Penford Corp • Grain mill products
AMENDED AND RESTATED BUSINESS SALE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN PENFORD CAROLINA, LLC AND AND STEVEN P. BROWER AND KEYSTONE STARCHES, LLC,Business Sale and Membership Interest Purchase Agreement • January 12th, 2012 • Penford Corp • Grain mill products • Delaware
This Amended and Restated Business Sale and Membership Interest Purchase Agreement (this “Agreement”) is entered into on January 11, 2012, by Penford Carolina, LLC, a Delaware limited liability company (“Buyer”), and R. Bentley Cheatham, Dwight L. Carlson and Steven P. Brower (each a Seller and collectively, “Sellers”), and Keystone Starches, LLC, a South Carolina limited liability company, and 7675 South Rail Road, LLC, a South Carolina limited liability company (each an “Asset Selling Entity” and collectively the “Asset Selling Entities”) are signatories to this Agreement to acknowledge and agree to the representations, conditions and obligations contained herein applicable to the Asset Purchase Agreements. 1 Freas Avenue is a signatory to this Agreement to acknowledge and agree to the representations, conditions and obligations contained herein with respect to (i) the Lease Agreement concerning property in Berwick, Pennsylvania, (ii) the Option Agreement and (iii) its post closing o
Amended and Restated Credit Agreement Dated as of August 22, 2005, among Penford Corporation The Guarantors from time to time parties hereto, the Lenders from time to time parties hereto, and Harris N.A. as Administrative AgentCredit Agreement • August 26th, 2005 • Penford Corp • Grain mill products • Illinois
This Amended and Restated Credit Agreement is entered into as of August 22, 2005, by and among Penford Corporation, a Washington corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Harris N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 15th, 2014 • Penford Corp • Grain mill products • Washington
THIS VOTING AND SUPPORT AGREEMENT, dated as October 14, 2014 (this “Agreement”), is entered into by and between Ingredion Incorporated, a Delaware corporation (“Parent”), SEACOR Holdings Inc. (the “Shareholder”) and, solely with respect to the last sentence of Section 1.1, Penford Corporation, a Washington corporation (the “Company”).
PENFORD CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • July 19th, 2012 • Penford Corp • Grain mill products
This Stock Option Agreement is made and entered into as of January 11, 2012, by and between Penford Corporation (the “Company”) and [name of employee] (“Holder”). This Stock Option Agreement has been executed and delivered by the parties pursuant to that certain Amended and Restated Business Sale and Membership Interest Purchase Agreement, dated as of January 11, 2012 (the “Purchase Agreement”), by and among Holder, Penford Carolina, LLC, Dwight Carlson, Steven P. Brower, Keystone Starches, LLC, 7675 South Rail Road, LLC, and 1Freas Avenue, LLC. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Penford Corporation 2006 Long-Term Incentive Plan (the “Plan”).
RECITALSCredit Agreement • July 12th, 2002 • Penford Corp • Grain mill products
DELAYED DRAW TERM LOAN CREDIT AGREEMENT DATED AS OF AUGUST 1, 2014 AMONG PENFORD CORPORATION, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A.,...Delayed Draw Term Loan Credit Agreement • August 4th, 2014 • Penford Corp • Grain mill products • New York
This Delayed Draw Term Loan Credit Agreement is entered into as of August 1, 2014, by and among Penford Corporation, a Washington corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch (“Rabobank”), as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
