Employment AgreementEmployment Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • North Carolina
This Employment Agreement (the “Agreement”) is made as of April 1, 2010 between Primo Water Corporation, a Delaware corporation (the “Company”), and Mark Castaneda (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is made between Primo Water Corporation, a Delaware corporation (the “Company”), and Culligan International Company, a Delaware corporation (“Culligan”). Capitalized terms used in this Agreement without definition have the meanings set forth in Section 8.
NON-COMPETITION AGREEMENTNon-Competition Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • Illinois
This NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of [___], 2010, by and among P1 Sub, LLC, a North Carolina limited liability company (“Primo US”), P2 Sub, LLC, a North Carolina limited liability company (“Primo Canada”, and together with Primo US, the "Buyers”), Primo Water Corporation, a Delaware corporation (“Primo Parent”, and together with the Buyers, the “Primo Parties”), Culligan Store Solutions, LLC, a Minnesota limited liability company (“Culligan US”), Culligan of Canada, Ltd., a corporation governed by the Canada Business Corporations Act (“Culligan Canada”, and together with Culligan US, the “Sellers”), and Culligan International Company, a Delaware corporation (“Culligan Parent”, and together with the Sellers, the “Culligan Parties”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line
This TRADEMARK LICENSE AGREEMENT (this “License”) is made as of [•] (the “Effective Date”), by and between Culligan International Company, a Delaware corporation, having its principal place of business at 9399 W. Higgins Road, Rosemont, Illinois 60018 (“CULLIGAN”), P1 Sub, LLC, a North Carolina limited liability company and P2 Sub, LLC, a North Carolina limited liability company (each, a “LICENSEE” and together, the “LICENSEES”). Capitalized terms used in this License without definition have the meanings set forth in the Purchase Agreement (as defined below).
SUPPLY AGREEMENTSupply Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • Illinois
This SUPPLY AGREEMENT (this “Agreement”) is entered into as of [•] (the “Effective Date”), by and among P1 Sub, LLC, a North Carolina limited liability company, P2 Sub, LLC, a North Carolina limited liability company (each, a “Buyer”), and Culligan International Company, a Delaware corporation, with its principal place of business at 9399 West Higgins Road, Suite 1100, Rosemont, Illinois 60018 (“Culligan”).
PRIMO WATER CORPORATION Lock-Up AgreementLock-Up Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • New York
Thomas Weisel Partners LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters referred to below c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, CA 94104
Contractu.s. Transition Services Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line
This U.S. TRANSITION SERVICES AGREEMENT, dated as of [•], 2010 (this “Agreement”), is made between P1 Sub, LLC, a North Carolina limited liability company (the “Company”), and Culligan International Company, a Delaware corporation (the “Provider”). Capitalized terms used in this Agreement without definition have the meanings set forth in the Purchase Agreement (as defined below).
CANADA TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line
This CANADA TRANSITION SERVICES AGREEMENT, dated as of [•], 2010 (this “Agreement”), is made between P2 Sub, LLC, a North Carolina limited liability company (the “Company”) and Culligan of Canada, Ltd., a corporation governed by the Canada Business Corporations Act (the “Provider”). Capitalized terms used in this Agreement without definition have the meanings set forth in the Purchase Agreement (as defined below).
ASSET PURCHASE AGREEMENT among PRIMO WATER CORPORATION, P1 SUB, LLC, P2 SUB, LLC, CULLIGAN STORE SOLUTIONS, LLC, CULLIGAN OF CANADA, LTD. and CULLIGAN INTERNATIONAL COMPANY June 1, 2010Asset Purchase Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • Illinois
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 1, 2010, by Primo Water Corporation, a Delaware corporation (“Primo Parent”), P1 Sub, LLC, a North Carolina limited liability company (“Primo US”), P2 Sub, LLC, a North Carolina limited liability company (“Primo Canada”, and together with Primo US, the “Buyers”), Culligan Store Solutions, LLC, a Minnesota limited liability company (“Culligan US”), Culligan of Canada, Ltd., a corporation governed by the Canada Business Corporations Act (“Culligan Canada”, and together with Culligan US, the “Sellers”), and Culligan International Company, a Delaware corporation (“Culligan Parent”).
DEALER SERVICES AGREEMENTDealer Services Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • Illinois
This DEALER SERVICES AGREEMENT, dated as of [•], 2010 (this “Agreement”), is made by and among P1 Sub, LLC, a North Carolina limited liability company (“Primo US”), P2 Sub, LLC, a North Carolina limited liability company (“Primo Canada”, and together with Primo US, each a “Buyer” and collectively, the “Buyers” or the “Company”), and Culligan International Company, a Delaware corporation (“Culligan”). Capitalized terms used in this Agreement without definition have the meanings set forth in the Purchase Agreement (as defined below).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, WAIVER AND CONSENTLoan and Security Agreement • June 4th, 2010 • Primo Water Corp • Wholesale-groceries, general line • North Carolina
THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, WAIVER AND CONSENT (“Seventh Amendment”) made as of the 1st day of June, 2010 (the “Effective Date”), by and among PRIMO WATER CORPORATION, a Delaware corporation (together with its successors and assigns, “Primo”), PRIMO PRODUCTS, LLC, a North Carolina limited liability company (“Primo Products”), and PRIMO DIRECT, LLC, a North Carolina limited liability company (“Primo Direct” and together with Primo and Primo Products, the “Borrowers”), and WELLS FARGO BANK, N.A., successor-by-merger to Wachovia Bank, National Association, a national banking association (together with its successors and assigns, the “Bank”).
