CPM HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 105/8% SENIOR SECURED NOTES DUE 2014 INDENTURE Dated as of August 18, 2009 Wilmington Trust FSB Trustee and Collateral AgentIndenture • February 11th, 2011 • CPM Holdings, Inc. • New York
INDENTURE dated as of August 18, 2009 among CPM Holdings, Inc., a Delaware corporation, the Guarantors and Wilmington Trust FSB, as trustee and collateral agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 1, 2011 (the “Effective Date”), is entered into by and between CPM ACQUISITION CORP., a Delaware corporation (the “Company”) and Douglas Ostrich (the “Executive”).
CPM HOLDINGS, INC. 105/8% Senior Secured Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
JEFFERIES & COMPANY, INC. As Representative of the Initial Purchasers listed in Schedule I hereto c/o Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022
STOCK PURCHASE AGREEMENT Among TED D. WAITMAN, JAMES HUGHES, ALLENBY J. WILLOUGHBY, ALAN TAN YEOW KOON and COMPASS CPM PARTNERS, L.P. (the “Sellers”) AMERICAN CAPITAL STRATEGIES, LTD. (“ACAS”) CPM HOLDINGS, INC. (“Holdings”) CPM ACQUISITION CORP. (the...Stock Purchase Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
This Stock Purchase Agreement (this “Agreement”) is made as of December 31, 2003 by and among TED D. WAITMAN, an individual resident in Waterloo, Iowa, U.S.A. (“Waitman”), JAMES HUGHES, an individual resident in Waterloo, Iowa, U.S.A. (“Hughes”), ALLENBY J. WILLOUGHBY, an individual resident in Waterford, Ireland (“Willoughby”), ALAN TAN YEOW KOON, an individual resident in the Republic of Singapore (“Tan”, and collectively with Waitman, Hughes and Willoughby, the “Individual Sellers”), and COMPASS CPM PARTNERS, L.P., a Bahamian limited partnership (“CPM Partners”, and together with the Individual Sellers, the “Sellers”), CPM HOLDINGS, INC., a Delaware corporation (“Holdings”), CPM ACQUISITION CORP., a Delaware corporation (the “Company”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (“ACAS”), and GGEP/CPM HOLDINGS, LLC, a Delaware limited liability company (the “Buyer”).
CPM HOLDINGS, INC. 105/8% Senior Secured Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
CPM Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and the other initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated August 11, 2009, by and among the Company, the Initial Purchasers and the guarantors named therein (the “Purchase Agreement”), $200,000,000 aggregate principal amount of 105/8% Senior Secured Notes due 2014 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CPM SA LLCOperating Agreement • February 11th, 2011 • CPM Holdings, Inc. • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CPM SA LLC, a Delaware limited liability company (the “Company”), is entered into as of the 10th day of July 2008, by and between CPM Acquisition Corp., a Delaware corporation and Crown Acquisition Corp., a Delaware corporation (the “Members”).
Limited Liability Company Agreement of Ronning, LLC A Delaware limited liability company Dated as of March 3, 2006Limited Liability Company Agreement • February 11th, 2011 • CPM Holdings, Inc.
This Limited Liability Company Agreement (the “Agreement”) of Ronning, LLC, a Delaware limited liability company organized pursuant to the Act (the “Company”), is entered into and shall be effective as of the Effective Date between the Company and CPM Acquisition, Corp., a Delaware corporation (“CPM” or “Member”), its sole member. CPM hereby declares the following writing and any amendments thereto to be the Agreement of the Company within the meaning of the Act.
GGEP Management, L.L.C. GGEP Management (Bermuda) Ltd. c/o Gilbert Global Equity Capital, L.L.C. 277 Park Avenue, 49th Floor New York, New York 10172Management and Advisory Services Agreement • February 11th, 2011 • CPM Holdings, Inc.
Reference is made to (i) that certain letter agreement (the “Prior Advisory Agreement”), dated August 16, 2007, by and among GGEP Management, L.L.C. (“GGEP Domestic”), GGEP Management (Bermuda) Ltd. (“GGEP Bermuda”) and CPM Holdings, Inc. (“Holdings”); (ii) that certain letter agreement (the “Prior Services Agreement”), dated August 16, 2007, by and among GGEP Domestic, GGEP Bermuda, CPM Acquisition Corp. (“CPM”) and Crown Acquisition Corp. (“Crown” and together with Holdings and CPM, the “Companies”); and (iii) that certain Expense Sharing Agreement (the “Expense Sharing Agreement”), dated December [ ], 2008, by and between Holdings and Gilbert Global Equity Capital, LLC, a Delaware limited liability company (“GGEC” and together with GGEP Domestic and GGEP Bermuda, “Gilbert”). Effective as of the date hereof, this letter agreement (this “Second A&R MASA”) amends, restates and supersedes the Prior Advisory Agreement, the Prior Services Agreement and the Expense Sharing Agreement in the
CREDIT AGREEMENT DATED AS OF NOVEMBER 20, 2009, AMONG CPM ACQUISITION CORP., CPM WOLVERINE PROCTOR, LLC AND CROWN IRON WORKS COMPANY, AS BORROWERS, CERTAIN AFFILIATES OF THE FOREGOING ENTITIES, AS GUARANTORS, THE LENDERS FROM TIME TO TIME PARTIES...Credit Agreement • February 11th, 2011 • CPM Holdings, Inc. • Illinois
This Credit Agreement is entered into as of November 20, 2009, by and among the persons designated as “Borrowers” on the signature pages hereto, the persons designated as “Guarantors” on the signature pages hereto, 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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
Intercreditor Agreement, dated as of November 20, 2009 (this “Agreement”), among HARRIS N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Agent”) for itself and the other ABL Secured Parties (as defined below), WILMINGTON TRUST FSB, solely in its capacity as collateral agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Indenture Agent”) for itself and the other Indenture Secured Parties (as defined below), CPM HOLDINGS, INC. (the “Company”) and its Subsidiaries (such term and each other capitalized term used herein having the meanings set forth in Section 1) listed on the signature pages hereto (such Subsidiaries, together with the Company and each of its other Subsidiaries that become parties hereto, the “Grantors”).
CPM HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), made as of [___________], between CPM Holdings, Inc., a Delaware corporation (the “Company”), and [___________] (“Participant”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 11th, 2011 • CPM Holdings, Inc. • Illinois
This PLEDGE AND SECURITY AGREEMENT (as amended and supplemented, this “Agreement”), dated as of November 20, 2009, by and among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Exhibit A (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and Harris N.A., in its capacity as administrative agent, for the benefit of itself and the ratable benefit of the Secured Parties (as defined below) (together with its successors and assigns in such capacity, the “Administrative Agent”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
This PLEDGE AND SECURITY AGREEMENT (as amended and supplemented, this “Agreement”), dated as of August 18, 2009, by and among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Exhibit A (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and Wilmington Trust FSB, solely in its capacity as collateral agent, for the benefit of itself and the other Second Priority Obligees (together with its successors and assigns in such capacity, the “Collateral Agent”).
EQUITY PURCHASE AGREEMENT Among CROWN HOLDINGS, INC. and CROWN ACQUISITION CORP. Dated as of July 3, 2007Equity Purchase Agreement • February 11th, 2011 • CPM Holdings, Inc. • New York
This Equity Purchase Agreement (this “Agreement”) is made as of July 3, 2007 by and among CROWN HOLDINGS, INC., a Minnesota corporation (the “Seller”), and CROWN ACQUISITION CORP., a Delaware corporation (the “Buyer”).
