Cruzan International, Inc. Sample Contracts

ARTICLE III LETTER OF CREDIT FACILITY
Credit Agreement • December 19th, 2001 • Todhunter International Inc • Malt beverages • Florida
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AMONG
Asset Purchase Agreement • December 2nd, 1999 • Todhunter International Inc • Malt beverages • Florida
TODHUNTER INTERNATIONAL, INC. West Palm Beach, FL 33401 ENDORSEMENT SPLIT- DOLLAR AGREEMENT
Endorsement Split-Dollar Agreement • May 14th, 2004 • Todhunter International Inc • Malt beverages • Florida

THIS ENDORSEMENT SPLIT-DOLLAR AGREEMENT (this “Agreement”) is entered into this 20th day of February 2004, by and between Todhunter International, Inc., a Delaware corporation (the “Corporation”) and Chester Brandes (the “Executive”).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 18th, 2003 • Todhunter International Inc • Malt beverages • Florida

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 17th day of June, 2003, between Todhunter International, Inc., a Delaware corporation (“Employer”), and Jay S. Maltby (“Executive”).

WITNESSETH:
Fourth Modification • December 21st, 1998 • Todhunter International Inc • Malt beverages • Florida
TODHUNTER INTERNATIONAL, INC. West Palm Beach, FL 33401 SALARY CONTINUATION PLAN AGREEMENT
Continuation Plan Agreement • May 14th, 2004 • Todhunter International Inc • Malt beverages • Florida

THIS SALARY CONTINUATION PLAN AGREEMENT (this “Agreement” or the “Plan”) is entered into this 20th day of February 2004, between Todhunter International, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), and D. Chris Mitchell (the “Executive”).

INDEMNITY AGREEMENT
Indemnity Agreement • December 18th, 2003 • Todhunter International Inc • Malt beverages • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Todhunter International, Inc., a Delaware corporation (the “Company”), and . (“Indemnitee”).

TODHUNTER INTERNATIONAL, INC. West Palm Beach, FL 33401 SALARY CONTINUATION PLAN AGREEMENT
Salary Continuation Plan Agreement • May 14th, 2004 • Todhunter International Inc • Malt beverages • Florida

THIS SALARY CONTINUATION PLAN AGREEMENT (this “Agreement” or the “Plan”) is entered into this 20th day of February 2004, between Todhunter International, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), and Jay S. Maltby (the “Executive”).

ARTICLE III LETTER OF CREDIT FACILITY
Credit Agreement • December 2nd, 1999 • Todhunter International Inc • Malt beverages • Florida
SUBSCRIPTION AGREEMENT
Subscription Agreement • June 10th, 2004 • Todhunter International Inc • Malt beverages • Delaware

THIS SUBSCRIPTION AGREEMENT is made and entered into June 8, 2004 between Todhunter International, Inc., a Delaware corporation (the “Company”), and Angostura Limited, a corporation organized under the laws of Trinidad & Tobago (“Angostura”).

LENDERS’ CONSENT AND MODIFICATION OF CREDIT AGREEMENT
Modification of Credit Agreement • May 14th, 2004 • Todhunter International Inc • Malt beverages • Florida

THIS LENDERS’ CONSENT AND MODIFICATION OF CREDIT AGREEMENT (“Modification”) is made as of the 31st day of March, 2004, by and between SOUTHTRUST BANK, an Alabama banking corporation, formerly known as SouthTrust Bank, National Association acting as a Lender and as Administrative Agent and Funding Agent (collectively “Agent”) pursuant to the Credit Agreement (defined below), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, formerly known as First Union National Bank, a national banking association, acting as a lender, NATIONAL CITY BANK, NATIONAL ASSOCIATION, a national banking association, acting as a lender, and SUNTRUST BANK, a Georgia corporation, formerly known as SunTrust Bank, South Florida, N.A., a national banking association acting as a lender (collectively the “Lenders”), and TODHUNTER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), joined by TODHUNTER FINANCE COMPANY, a Delaware corporation.

MODIFICATION OF CREDIT AGREEMENT
Modification of Credit Agreement • August 14th, 2003 • Todhunter International Inc • Malt beverages • Florida

THIS MODIFICATION OF CREDIT AGREEMENT (“Modification”) is made as of the 14th day of May, 2003, by and between SOUTHTRUST BANK, an Alabama corporation, formerly known as SouthTrust Bank, National Association acting as a Lender and as Administrative Agent and Funding Agent (collectively “Agent”) pursuant to the Credit Agreement (defined below), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, formerly known as First Union National Bank, a national banking association, acting as a lender, NATIONAL CITY BANK, NATIONAL ASSOCIATION, a national banking association, acting as a lender, and SUNTRUST BANK, a Georgia corporation, formerly known as SunTrust Bank, South Florida, N.A., a national banking association acting as a lender (collectively the “Lenders”), and TODHUNTER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”)

WITNESSETH:
Second Waiver and Modification of Credit Agreement • August 13th, 2001 • Todhunter International Inc • Malt beverages • Florida
MODIFICATION OF CREDIT AGREEMENT
Modification of Credit Agreement • August 13th, 2004 • Todhunter International Inc • Malt beverages • Florida

THIS MODIFICATION OF CREDIT AGREEMENT (“Modification”) is made as of the 29th day of June, 2004 (the “Effective Date”), by and between SOUTHTRUST BANK, an Alabama corporation, formerly known as SouthTrust Bank, National Association acting as a Lender and as Administrative Agent and Funding Agent (collectively “Agent”) pursuant to the Credit Agreement (defined below), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, formerly known as First Union National Bank, a national banking association, acting as a lender, (together, the “Lenders”), and TODHUNTER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”)

June 2, 2005 Angostura Limited Corner Eastern Main Road and Trinity Avenue Laventille, Trinidad and Tobago Attn: Lawrence Duprey Dear Mr. Duprey: Reference is made to the Stock Purchase Agreement between V&S Vin and Sprit AB (Buyer) and Angostura...
Cruzan International, Inc. • January 11th, 2006 • Malt beverages

This letter agreement conveys no rights as third party beneficiaries or otherwise to any parties other than the signatories to this agreement. It shall be in the sole and absolute discretion of Maltby, Shashoua and Valdes as to the allocation of the bonus to themselves and other select members of Cruzan management.

WAIVER OF DEFAULTS UNDER CREDIT AGREEMENT
Waiver of Defaults Under Credit Agreement • May 15th, 2003 • Todhunter International Inc • Malt beverages • Florida

THIS AGREEMENT is made as of the 1st day of January, 2003, by and between SOUTHTRUST BANK, an Alabama corporation, formerly known as SOUTHTRUST BANK, NATIONAL ASSOCIATION acting as a Lender and as Administrative Agent and Funding Agent (collectively “Agent”) pursuant to the Credit Agreement, WACHOVIA BANK, N.A., a national banking association, formerly know as FIRST UNION NATIONAL BANK, a national banking association acting as a Lender, NATIONAL CITY BANK, NATIONAL ASSOCIATION, a national banking association acting as a Lender, and SUNTRUST BANK, a Georgia corporation, formerly known as SUNTRUST BANK, SOUTH FLORIDA, N.A., a national banking association acting as a Lender (collectively the “Lenders”), and TODHUNTER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”).

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AGREEMENT AND PLAN OF MERGER by and among THE ABSOLUT SPIRITS COMPANY, INC. CRUZAN ACQUISITION, INC. and CRUZAN INTERNATIONAL, INC. Dated as of September 30, 2005
Agreement and Plan of Merger • October 6th, 2005 • Cruzan International, Inc. • Malt beverages • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 30, 2005, among THE ABSOLUT SPIRITS COMPANY, INC., a Delaware corporation (“Parent”), CRUZAN ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and CRUZAN INTERNATIONAL, INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.03.

US $30,000,000 Dated: December 14, 2005
Cruzan International, Inc. • December 22nd, 2005 • Malt beverages

FOR VALUE RECEIVED, the undersigned, CRUZAN INTERNATIONAL, INC., a corporation formed under the laws of Delaware (the “Borrower”), having its address at Suite 1500, 222 Lakeview Avenue, West Palm Beach, Florida 33401, USA, hereby promises to pay to V&S VIN & SPRIT AB (publ) (the “Lender”), at its offices located at Årstaängsvägen 19a, 117 97 Stockholm, Sweden or at such other place that the Lender may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of US Dollars THIRTY MILLION ($30,000,000) on December 15, 2006 (the “Final Maturity Date”), together with interest on the unpaid principal amount owing hereunder from time to time.

WITNESSETH:
Third Modification of Loan Agreement • February 14th, 1997 • Todhunter International Inc • Malt beverages • Florida
MODIFICATION OF CREDIT AGREEMENT AND WAIVER
Modification of Credit Agreement • February 11th, 2005 • Todhunter International Inc • Malt beverages • Florida

THIS MODIFICATION OF CREDIT AGREEMENT (“Modification”) is made as of the 20th day of December, 2004 (the “Effective Date”), by and between SOUTHTRUST BANK, an Alabama corporation, formerly known as SouthTrust Bank, National Association acting as a Lender and as Administrative Agent and Funding Agent (collectively “Agent”) pursuant to the Credit Agreement (defined below), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, formerly known as First Union National Bank, a national banking association, acting as a lender, (together, the “Lenders”), and TODHUNTER INTERNATIONAL, INC., a Delaware corporation (the “Borrower”)

WITNESSETH:
Waiver and Modification of Credit Agreement • February 13th, 2001 • Todhunter International Inc • Malt beverages • Florida
MODIFICATION OF CREDIT AGREEMENT, WAIVER AND CONSENT
Credit Agreement • January 11th, 2006 • Cruzan International, Inc. • Malt beverages • Florida

THIS MODIFICATION OF CREDIT AGREEMENT AND CONSENT (“Modification and Consent”) is made the 15th day of August, 2005 (the “Effective Date”), by and between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, (“Lender”), and CRUZAN INTERNATIONAL, INC., a Delaware corporation formerly known as Todhunter International, Inc., a Delaware corporation (“Borrower”)

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