AdvancePierre Foods Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of [·] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the [·] shares of the Firm Stock, [·] are being sold by the Company and [·] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) options to purchase up to an aggregate of [·] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of (this “Agreement”), is made by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INCOME TAX RECEIVABLE AGREEMENTIncome Tax Receivable Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [·], 2016, is hereby entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Corporation”), and OCM FIE, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).
AMENDMENT NUMBER THREE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
Permitted Acquisition; provided that any future payment that is subject to a contingency shall be considered Aggregate Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings, BorrowerParent or any of its Restricted Subsidiaries.
TERM LOAN CREDIT AGREEMENT among ADVANCEPIERRE FOODS HOLDINGS, INC., PIERRE HOLDCO, INC., ADVANCEPIERRE FOODS, INC., VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT and SECURITY AGENTTerm Loan Credit Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • New York
TERM LOAN CREDIT AGREEMENT, dated as of June 2, 2016, among AdvancePierre Foods Holdings, Inc., a Delaware corporation (“Parent”), Pierre Holdco, Inc., a Delaware corporation (“Holdings”), AdvancePierre Foods, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and Morgan Stanley Senior Funding, Inc. (acting through such Affiliates and/or branches as it deems appropriate, “MSSF”), as Administrative Agent and as Security Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated [ ], 2016, is made and entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation formerly known as Pierre Foods Holding Corporation (the “Company”), OCM APFH Holdings, LLC, a Delaware limited liability company (“Oaktree APFH”), OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (together with Oaktree APFH, “Oaktree”) and the Persons listed on Schedule A (the “Other Stockholders”), including all other Persons who become a party hereto and are added to Schedule A from time to time. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in Section 1 hereto.
STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2016 AMONG ADVANCEPIERRE FOODS HOLDINGS, INC. AND THE OTHER PARTIES HERETOShareholder Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
This Stockholders Agreement is entered into as of [ ], 2016 by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), OCM APFH Holdings, LLC, a Delaware limited liability company (“OCM APFH”), and OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (together with OCM APFH, the “Oaktree Group”).
PIERRE FOODS HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made and entered into by and between Pierre Foods Holding Corporation, a Delaware corporation (the “Company”), and (the “Holder”). Where the context permits, references to the Company or any of its Subsidiaries or Affiliates shall include the successors to the foregoing.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 24, 2016 (the “Effective Date”), by and between AdvancePierre Foods, Inc. (the “Company” and James L. Clough (the “Executive”).
RELEASE AND SEPARATION AGREEMENTRelease and Separation Agreement • June 24th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio
This Release and Separation Agreement (“Agreement”) is entered into by Thomas Lavan (“Employee”), and AdvancePierre Foods, Inc. (“Employer”). In exchange for the payment provided herein, the mutual undertakings, and other good and valuable consideration, Employee desires to resolve all claims arising out of her employment with Employer and/or the termination of that employment. Accordingly, the parties agree as follows:
