AGREEMENT AND PLAN OF MERGER dated as of May 30, 2003 by and among SEMINIS ACQUISITION LLC, SEMINIS MERGER CORP., and SEMINIS, INC.Merger Agreement • June 30th, 2003 • Savia Sa De Cv • Agricultural production-crops • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 30, 2003 (this "Agreement"), is made by and among Seminis Acquisition LLC, a Delaware limited liability company ("Parent"), Seminis Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Seminis, Inc., a Delaware corporation (the "Company").
AMENDMENT NO. 2 AND WAIVER TO THE RESTRUCTURING AGREEMENTRestructuring Agreement • June 30th, 2003 • Savia Sa De Cv • Agricultural production-crops • New York
AMENDMENT NO. 2 AND WAIVER dated as of July 31, 2002 to the RESTRUCTURING AGREEMENT dated as of June 27, 2001 (as heretofore modified, supplemented and amended and in effect on the date hereof, the "Restructuring Agreement") among SAVIA, S.A. de C.V., a Mexican limited liability company (sociedad anónima de capital variable) ("Savia"), INDUSTRIAL CAPITAL LLC, the CREDITORS party thereto and JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent.
AMENDMENT NO. 3 TO THE RESTRUCTURING AGREEMENTRestructuring Agreement • June 30th, 2003 • Savia Sa De Cv • Agricultural production-crops • New York
AMENDMENT NO. 3 dated as of October 31, 2002 to the RESTRUCTURING AGREEMENT dated as of June 27, 2001 (as heretofore modified, supplemented and amended and in effect on the date hereof, the "Restructuring Agreement") among SAVIA, S.A. de C.V., a Mexican limited liability company (sociedad anónima de capital variable) ("Savia"), INDUSTRIAL CAPITAL LLC ("Industrial Capital"), the CREDITORS party thereto and JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent.
VOTING AGREEMENTVoting Agreement • June 30th, 2003 • Savia Sa De Cv • Agricultural production-crops • Delaware
Voting Agreement (this "Agreement"), dated as of May 30, 2003, among Savia, S.A. de C.V., a corporation (sociedad anonima de capital variable) organized under the laws of the United Mexican States ("Savia"), Banca Afirme, S.A., Institucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), a trust created under the laws of the United Mexican States ("ARG Trust"), Conjunto Administrativo Integral, S.A. de C.V., a corporation (sociedad anonima de capital variable) organized under the laws of the United Mexican States ("CAI"), Emprima, S.A. de C.V., a corporation (sociedad anonima de capital variable) organized under the laws of the United Mexican States ("Emprima"), Park Financial Group, Ltd (BVI) a British Virgin Islands Company ("Park"), Seminis Acquisition LLC, a Delaware limited liability company ("Parent"), Alfonso Romo Garza, an individual and a
SETTLEMENT AGREEMENTSettlement Agreement • June 30th, 2003 • Savia Sa De Cv • Agricultural production-crops • New York
SETTLEMENT AGREEMENT (this "Agreement") dated as of May 20, 2003 with respect to the Restructuring Agreement dated as of June 27, 2001, among Savia, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico ("Savia"), Industrial Capital LLC, the Creditors party thereto (the "Creditors") and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent and as Collateral Agent (the "Agent", and together with the Creditors, the "Creditor Parties") (as amended by Amendments Nos. 1 through 4 thereto and as in effect on the date hereof, the "Restructuring Agreement").
ContractExchange Agreement • June 30th, 2003 • Savia Sa De Cv • Agricultural production-crops • Delaware
This AMENDED AND RESTATED EXCHANGE AGREEMENT (amending and restating in its entirety the Exchange Agreement, dated as of July 1, 2002 (the "Old Exchange Agreement")) dated as of May 30, 2003 (this "Agreement") is made and entered into by and between Seminis, Inc., a Delaware corporation ("Seminis"), and Savia, S.A. de C.V., a Mexican corporation ("Savia").
