1 EXHIBIT 4.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made this 20th day of March, 1998, by and among FLEET CAPITAL CORPORATION (together with its successors and assigns, "Lender"), a Rhode Island corporation with an office at...Loan and Security Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("AGREEMENT") is made as of the 24th day of November, 1998, by and between Atlantic Premium Brands, Ltd. ("SELLER"), and Canada Dry Potomac Corporation ("PURCHASER"). W I T N E S S E...Asset Purchase Agreement • February 16th, 1999 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Maryland
1 EXHIBIT 2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated this 6th day of March, 1998, by and among POTTER'S ACQUISITION CORP., a Delaware corporation ("PURCHASER"), J. C. POTTER SAUSAGE COMPANY, an Oklahoma...Asset Purchase Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Oklahoma
AMONGAgreement and Plan of Reorganization • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 99.3 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT is dated as of November 20, 2002 among ATLANTIC PREMIUM BRANDS, LTD., CARLTON FOODS CORP., PREFCO CORP., RICHARDS CAJUN FOODS CORP. and POTTER'S SAUSAGE...Security Agreement • November 26th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
RECITALS:Loan and Security Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
RECITALSEmployment Agreement • March 29th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
1 EXHIBIT 4.24 ATLANTIC PREMIUM BRANDS, LTD. AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
AMONG ATLANTIC PREMIUM BRANDS, LTD., CARLTON FOODS CORP., PREFCO CORP., RICHARDS CAJUN FOODS CORP., AND POTTER SAUSAGE CO.,Credit Agreement • November 26th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
1 EXHIBIT 4.11 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT is made and entered into this 20th day of March, 1998, by and between ATLANTIC PREMIUM BRANDS, LTD., a Delaware corporation (hereinafter referred to as "Pledgor"), and FLEET CAPITAL...Stock Pledge Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
EXHIBIT 4.6 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKER HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 15,...Subordination Agreement • March 31st, 2003 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Delaware
RECITALS:Loan and Security Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
RECITALSEmployment Agreement • November 14th, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Illinois
2 3 "CLOSING") (a) a 10% interest in the Note Agreement and the Security Documents (as defined in the Collateral Agency Agreement), together with the rights granted to Sterling under the Ancillary Documents and $650,000 in principal amount of the 1998...Note and Warrant Purchase Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
EXHIBIT 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated the 2ND day of February, 1999 by and between ATLANTIC PREMIUM BRANDS, LTD, a Delaware corporation ("SELLER") and Master Distributors, Inc., a Maryland...Asset Purchase Agreement • February 16th, 1999 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Maryland
AMONGAsset Purchase Agreement • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 4.1 ATLANTIC PREMIUM BRANDS, LTD. 650 DUNDEE ROAD, NORTHBROOK, IL 60062 August 9, 2002 Steve Chenenko Banc One Capital Partners, LLC 191 West Nationwide Blvd., Suite 600 Columbus, OH 43215 Re: Banc One Capital Partners, LLC Loan to Atlantic...Loan Agreement • November 13th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
Your signature below will confirm your voice mail to me of yesterday that clause (iv) of the definition of "Warrant Expiration Date" in each of the amended Warrants held by BOCP be amended to read: "(iv) the date on which the Note (as defined in Section 2.3 below) is prepaid in full, provided that such prepayment is made on or prior to October 31, 2002." As you will recall, the date was earlier extended to September 30, 2002.
1 EXHIBIT 4.17 ATLANTIC PREMIUM BRANDS, LTD. REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 20, 1998 TABLE OF CONTENTS SECTION 1. DEFINITIONS. .....................................1 SECTION 2. DEMAND REGISTRATION RIGHTS.........................1...Registration Rights Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
WITNESSETH:Employment Agreement • November 16th, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
EXHIBIT 99.7 RICHARD'S SUB NOTE 111302(2) THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKERS HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION...Subordinated Note • November 26th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Louisiana
AMONGReal Estate Purchase Agreement • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Kentucky
i 3 AMENDED AND RESTATED PUT OPTION AGREEMENTPut Option Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
1 EXHIBIT 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated this 23rd day of April, 1999, by and between among ATLANTIC PREMIUM BRANDS, LTD., a Delaware corporation ("BUYER"), BOBBY L. GROGAN and BETTY RUTH GROGAN,...Stock Purchase Agreement • May 24th, 1999 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Delaware
1 Exhibit 4.16 PAYMENT OF THIS NOTE IS SUBORDINATED SUBJECT TO THE TERMS AND CONDITIONS OF DEBT AND LIEN SUBORDINATION AGREEMENTS DATED AS OF MARCH 20, 1998 (AS AMENDED) BY AND BETWEEN THE PAYEE AND FLEET CAPITAL CORPORATION. THIS NOTE HAS NOT BEEN...Senior Subordinated Note • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
1 2 $5,850,000 due March 31, 2005 amending and substituting the Original Note (the "BOCP NOTE", and together with the Sterling Note, the "NOTES").Intercreditor and Collateral Agency Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
1 EXHIBIT 10.4 AMENDMENT TO CONSULTING AGREEMENT THIS AMENDMENT TO CONSULTING AGREEMENT (this "AMENDMENT") is made as of the 16th day of October, 1996, by and between Atlantic Beverage Company, Inc., a Delaware corporation (the "COMPANY"), STERLING...Consulting Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
RECITALSEmployment Agreement • May 15th, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
i 3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
1 EXHIBIT 4.12 ATLANTIC PREMIUM BRANDS, LTD. AND SUBSIDIARIES SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF MARCH 20, 1998 TABLE OF CONTENTS BACKGROUND...................................................................1 Section...Senior Subordinated Note and Warrant Purchase Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
RECITALS:Debt Subordination Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
i 3 AMENDED AND RESTATED PREEMPTIVE RIGHTS AGREEMENTPreemptive Rights Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
WITNESSETH:Employment Agreement • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Kentucky
EXHIBIT 4.11 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKERS HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER...Subordination Note • March 31st, 2003 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
RECITALS:Lien Subordination Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
EXHIBIT 4.7 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKER HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 15,...Subordination Agreement • March 31st, 2003 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Delaware
