Hines Horticulture Inc Sample Contracts

Hines Horticulture Inc – FIRST SUPPLEMENTAL INDENTURE (February 7th, 2008)

FIRST SUPPLEMENTAL INDENTURE, dated as of February 6, 2008 (this "Supplemental Indenture"), by and among Hines Nurseries, Inc., a California corporation (the "Company"), having its principal offices at 12621 Jeffrey Road, Irvine, California, Hines Horticulture, Inc., a Delaware corporation (the "Parent"), and The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States of America, as successor trustee (the "Trustee").

Hines Horticulture Inc – HINES HORTICULTURE INC. ANNOUNCES THAT IT HAS EXECUTED A SUPPLEMENTAL INDENTURE TO THE 10.25% SENIOR NOTES DUE 2011 (February 7th, 2008)

IRVINE, CA. – Hines Horticulture Inc. (NASDAQ:HORT.PK) announced today that it and Hines Nurseries, Inc. (the “Company”) executed a supplemental indenture to Hines Nurseries’ 10.25% Senior Notes due 2011 to permit the Company to cease filing reports with the Securities and Exchange Commission.

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT SELLER: Hines Nurseries, Inc. TARGET: SC Hines Trenton Nursery BUYER: Palmetto Perennials, LLC REAL ESTATE LLC: Layman Holdings, LLC DATE: August 29, 2007 (September 4th, 2007)

THIS ASSET PURCHASE AGREEMENT, is made and entered into as of the 29th day of August, 2007, by and among Hines Nurseries, Inc., a California corporation (“Seller”); Palmetto Perennials, LLC, a South Carolina limited liability company (“Buyer”); and Layman Holdings, LLC, a South Carolina limited liability company (the “Real Estate LLC”, and collectively with Buyer, “Buyer Parties”).

Hines Horticulture Inc – LIMITED WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT (August 15th, 2007)

This LIMITED WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “Waiver”) effective as of July 31, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (July 10th, 2007)

This LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Waiver”) dated as of April 30, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (July 10th, 2007)

This LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Waiver”) dated as of May 29, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (July 10th, 2007)

This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of February __, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (July 10th, 2007)

This LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Waiver”) dated as of June 28, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – ADDENDUM NO. 5 TO AMENDED AND RESTATED GROUND LEASE (July 10th, 2007)

This ADDENDUM NO. 5 TO AMENDED AND RESTATED GROUND LEASE (this "Addendum") is made as of January 1, 2007, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company ("Landlord"), and HINES NURSERIES, INC., a California corporation ("Tenant").

Hines Horticulture Inc – AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (July 10th, 2007)

This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of March 7, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – FIRST AMENDMENT TO LEASE (July 10th, 2007)

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated as of October 2, 2006 by and between HINES NURSERIES, INC., a California corporation (“Tenant”), and QUANTUM VENTURES, LLC, a Florida limited liability company (“Landlord”).

Hines Horticulture Inc – SEVERANCE AND RELEASE AGREEMENT (July 10th, 2007)

This Severance and Release Agreement ("Agreement") is made by and between Hines Horticulture, Inc., a Delaware Corporation (“Employer”), and Lincoln Moehle, an individual (“Employee”).

Hines Horticulture Inc – LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (July 10th, 2007)

This LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Waiver”) dated as of June 21, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, “Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below).

Hines Horticulture Inc – LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (June 27th, 2007)

Exhibit 10.1 LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT --------------------------------------------- This LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this "WAIVER") dated as of June 21, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a "Lender" and collectively, "Lenders" as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, "Agent"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below). R E C I T A L S: WHEREAS, Borrower, the Agent and the Lenders have entered into that certain Loan and Security Agreement dated as of January 18, 2007 (as amended, the "LOAN AGREEMENT"); and WHEREAS, Borrower, Agent and Lenders ha

Hines Horticulture Inc – LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (June 4th, 2007)

EXHIBIT 10.1 ------------ LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT --------------------------------------------- This LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this "WAIVER") dated as of May 29, 2007 is by and among Hines Nurseries, Inc., a California corporation, the parties hereto as lenders (each individually, a "Lender" and collectively, "Lenders" as hereinafter further defined) and Bank of America, N.A., in its capacity as agent for Lenders (in such capacity, "Agent"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement (defined below). R E C I T A L S: WHEREAS, Borrower, the Agent and the Lenders have entered into that certain Loan and Security Agreement dated as of January 18, 2007 (as

Hines Horticulture Inc – SEVERANCE AND RELEASE AGREEMENT (March 23rd, 2007)

EXHIBIT 10.1 SEVERANCE AND RELEASE AGREEMENT This Severance and Release Agreement ("Agreement") is made by and between Hines Horticulture, Inc., a Delaware Corporation ("Employer"), and Mike Trebing, an individual ("Employee"). RECITALS A. Employer currently employs Employee. Employer plans to eliminate Employee's position. As a result, Employer will provide Employee with severance benefits as set forth below. B. For and in consideration of the mutual promises and covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1.0 TERMINATION OF EMPLOYMENT. Employee's employment shall terminate on March 30, 2007. (the "Termination Date"). 2.0 COMPENSATION.

Hines Horticulture Inc – COMMERCIAL CONTRACT (March 7th, 2007)

Exhibit 10.1 COMMERCIAL CONTRACT 1. PURCHASE AND SALE: GARDEN DEPOT CORP., A FLORIDA CORPORATION AND/ OR PERMITTED ASSIGNS ("BUYER"). -------------------------------------------------------------------------------- agrees to buy and HINES NURSERIES, INC., A CALIFORNIA CORPORATION ("SELLER"). -------------------------------------------------------------------------------- agrees to sell property described as: Street Address: THE SOUTHWEST CORNER OF S.W. 157 AVENUE AND 174TH STREET IN MIAMI-DADE COUNTY, FLORIDA Legal Description: MIAMI-DADE COUNTY TAX FOLIO NUMBER 30-5932-000-0010. and the following Personal Property: SHADE HOUSES AND IRRIGATION SYSTEM CURRENTLY ON SITE. (all collectively referred to as the "Property") on the terms and conditions set forth below. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE ON WHICH THE LAST OF THE PARTIES SIGNS THE LATES

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (February 5th, 2007)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN HINES NURSERIES, INC. AND COSTA NURSERY FARMS, LLC DATED AS OF OCTOBER 2, 2006 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of October 2, 2006 (the "Closing Date") by and between Hines Nurseries, Inc., a California corporation ("Seller"), and Costa Nursery Farms, LLC, a Florida limited liability company ("Purchaser"). RECITALS -------- A. Seller desires to sell certain inventory and assets, and the goodwill related thereto, of Seller to Purchaser,

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (February 5th, 2007)

EXHIBIT 10.2 ASSET PURCHASE AGREEMENT BY AND BETWEEN HINES NURSERIES, INC. AND PURE BEAUTY FARMS, INC. DATED AS OF OCTOBER 2, 2006 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of October 2, 2006 (the "Closing Date") by and between Hines Nurseries, Inc., a California corporation ("Seller"), and Pure Beauty Farms, Inc., a Florida corporation ("Purchaser"). RECITALS -------- A. Seller desires to sell certain inventory and assets, and the goodwill related thereto, of Seller to Purchaser, and Purchaser

Hines Horticulture Inc – LOAN AND SECURITY AGREEMENT (January 24th, 2007)

Exhibit 10.1 ---------------------------------------------------------------------- HINES NURSERIES, INC., as Borrower ---------------------------------------------------------------------- ---------------------------------------------------------------------- LOAN AND SECURITY AGREEMENT Dated as of January 18, 2007 $100,000,000 ---------------------------------------------------------------------- ---------------------------------------------------------------------- CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Agent BANC OF AMERICA SECURITIES LLC, As Lead

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (January 17th, 2007)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG HINES NURSERIES, INC., KW MOHAWK VALLEY LLC, 621 EAST MAPLE LLC, DANVILLE PA LLC, KW UTICA LLC, KW NEWARK LLC AND KW DANVILLE LLC DATED AS OF JANUARY 9, 2007 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is made and entered into as of January 9, 2007 (the "EFFECTIVE DATE"), by and among Hines Nurseries, Inc., a California corporation ("SELLER"), and KW Mohawk Valley LLC ("MOHAWK"), 621 East Maple LLC ("621"), Danville PA L

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (January 17th, 2007)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG HINES NURSERIES, INC., KW MOHAWK VALLEY LLC, 621 EAST MAPLE LLC, DANVILLE PA LLC, KW UTICA LLC, KW NEWARK LLC AND KW DANVILLE LLC DATED AS OF JANUARY 9, 2007 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is made and entered into as of January 9, 2007 (the "EFFECTIVE DATE"), by and among Hines Nurseries, Inc., a California corporation ("SELLER"), and KW Mohawk Valley LLC ("MOHAWK"), 621 East Maple LLC ("621"), Danville PA

Hines Horticulture Inc – FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (January 3rd, 2007)

EXHIBIT 10.1 HINES NURSERIES, INC. FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT This FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of December 27, 2006 and entered into by and among HINES NURSERIES, INC., a California corporation ("COMPANY" or "BORROWER"), the financial institutions party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for Lenders (in such capacity, "AGENT"), and, for purposes of Section 5 hereof, the Credit Support Parties (as defined in Section 5 hereof), and is made with reference to that certain Credit Agreement dated as of September 30, 2003, as amended to the date hereof (the "CREDIT AGREEMENT"), by and among Borrower, the financial institutions party thereto (each individually referred to herein as a "LENDER" and collectively as "LENDERS") and the Agent. Capitalized

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (November 21st, 2006)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN HINES NURSERIES, INC., COSTA PENN FARMS LLC AND COSTA PENN LAND HOLDINGS LLC DATED AS OF NOVEMBER 15, 2006 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of this 15th day of November, 2006 by and between Costa Penn Farms LLC, a Pennsylvania limited liability company ("COSTA PENN Farms"), and Costa Penn Land Holdings LLC, a Pennsylvania limited liability company ("COSTA LAND HOLDINGS" and together with Costa Penn Farms, the "BUYER"), and Hines Nurseries, Inc., a California corporation ("SELLER"). WHERE

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (October 6th, 2006)

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN HINES NURSERIES, INC. AND COSTA NURSERY FARMS, LLC DATED AS OF OCTOBER 2, 2006 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of October 2, 2006 (the "Closing Date") by and between Hines Nurseries, Inc., a California corporation ("Seller"), and Costa Nursery Farms, LLC, a Florida limited liability company ("Purchaser"). RECITALS -------- A. Seller desires to sell certain inventory and assets, and the goodwill related thereto, of Seller to Purchaser,

Hines Horticulture Inc – ASSET PURCHASE AGREEMENT (October 6th, 2006)

EXHIBIT 10.2 ASSET PURCHASE AGREEMENT BY AND BETWEEN HINES NURSERIES, INC. AND PURE BEAUTY FARMS, INC. DATED AS OF OCTOBER 2, 2006 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of October 2, 2006 (the "Closing Date") by and between Hines Nurseries, Inc., a California corporation ("Seller"), and Pure Beauty Farms, Inc., a Florida corporation ("Purchaser"). RECITALS -------- A. Seller desires to sell certain inventory and assets, and the goodwill related thereto, of Seller to Purchaser, and Purchaser d

Hines Horticulture Inc – THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (August 14th, 2006)

EXHIBIT 10.1 HINES NURSERIES, INC. THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT This THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of August 8, 2006 and entered into by and among HINES NURSERIES, INC., a California corporation ("COMPANY"), and HINES SGUS INC., a Nevada corporation ("HINES SGUS" and, together with Company, individually a "BORROWER" and collectively the "BORROWERS"), the financial institutions party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for Lenders (in such capacity, "AGENT"), and, for purposes of Section 5 hereof, the Credit Support Parties (as defined in Section 5 hereof), and is made with reference to that certain Credit Agreement dated as of September 30, 2003, as amended to the date hereof (the "CREDIT AGREEMENT"), by and among Borrowers, the financ

Hines Horticulture Inc – EXECUTIVE INCENTIVE PLAN (May 12th, 2006)

Exhibit 10.29 Hines Horticulture, Inc. EXECUTIVE INCENTIVE PLAN February 25, 2004 Approved by the Compensation Committee of the Board of Directors on February 25, 2004 EXECUTIVE INCENTIVE PLAN 2004 [ ] OBJECTIVES: The Hines Horticulture Executive Incentive Plan (the Plan) has been designed to provide an incentive to meet and exceed financial and operational goals, and to promote a superior level of performance. Within the overall context of Hines' pay philosophy and culture, the specific objectives of the Plan are to: o Provide competitive levels of total cash compensation. o Align pay with organizational and individual performance. o Focus executive attention on key busi

Hines Horticulture Inc – EMPLOYMENT AGREEMENT (May 12th, 2006)

EXHIBIT 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of August 3, 1995 is made and entered into by and between HINES NURSERIES INC., a California corporation ("Hines"), having its principal office at 12621 Jeffrey Road, Irvine, California 92720, and E.G. "BUD SUMMERS", an individual ("Employee"). A. Madison Dearborn Capital Partners, L.P. has recently acquired a majority of the voting common stock of Macluan Capital (Nevada) Inc., which in turn owns all of the stock of Hines (the "Acquisition"); B. Employee has been and on the date hereof continues to be a valued executive employee of Hines, pursuant to that certain EMPLOYMENT AGREEMENT dated July 16, 1990 as amended by AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT (such agreement as amended is referred to herein as the "Prior Employment Agreement"); C. Prior to the Acqu

Hines Horticulture Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (March 28th, 2006)

EXHIBIT 10.21 HINES NURSERIES, INC. SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of February 3, 2006 and entered into by and among HINES NURSERIES, INC., a California corporation ("COMPANY"), and HINES SGUS INC., a Nevada corporation ("HINES SGUS" and, together with Company, individually a "BORROWER" and collectively the "BORROWERS"), the financial institutions party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for Lenders (in such capacity, "AGENT"), and, for purposes of Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof), and is made with reference to that certain Credit Agreement dated as of September 30, 2003, as amended to the date hereof (the "CREDIT AGREEMENT"), by and among Borrowers, the financial institutions party th

Hines Horticulture Inc – FIRST AMENDMENT TO OPTION AGREEMENT (March 28th, 2006)

Exhibit 10.26 FIRST AMENDMENT TO OPTION AGREEMENT ----------------------------------- This First Amendment to Option Agreement ("Amendment"), is dated for reference purposes as of February 28, 2005, is entered into by and between HINES NURSERIES, INC., a California corporation ("Optionor"), and TRIAD COMMUNITIES, L.P., a California limited partnership ("Optionee"). RECITALS -------- A. Optionor and Optionee entered into that certain Option Agreement dated April 30, 2003 ("Option Agreement") whereby Optionor granted to Optionee an option to purchase that certain real property located in the City of Vacaville, County of Solano, State of California, as more particularly described in the Option Agreement ("Property"). B. The parties have agreed to amend the Option Agreemen

Hines Horticulture Inc – OPTION AGREEMENT (March 28th, 2006)

Exhibit 10.25 OPTION AGREEMENT ---------------- This Option Agreement ("Agreement"), dated for reference purposes as of April 30, 2003, is entered into by and between HINES NURSERIES, INC., a California corporation ("Optionor"), and TRIAD COMMUNITIES, L.P., a California limited partnership ("Optionee"). RECITALS -------- A. Optionor is the owner of certain real property ("Property"), consisting of approximately one hundred sixty-eight (168) gross acres, located in the City of Vacaville ("City"), Solano County ("County"), California, also known as Assessor's Parcel Number 0128-050-070-01, and more particularly described in Exhibit "A" and generally depicted on the Site Plan attached hereto as EXHIBIT "B". The term "Property" as used in this Agreement shall includ

Hines Horticulture Inc – 1998 LONG-TERM EQUITY INCENTIVE PLAN, (March 28th, 2006)

AMENDED AND RESTATED HINES HORTICULTURE, INC. 1998 LONG-TERM EQUITY INCENTIVE PLAN, AS AMENDED 1 Exhibit 10.3 1. Purpose. This plan shall be known as the Hines Horticulture, Inc. Amended and Restated 1998 Long-Term Equity Incentive Plan, as amended (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of Hines Horticulture, Inc. (the "Company") and its Subsidiaries by (i) providing certain directors, officers and employees of the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. Grants of incentive or nonqualified stock options, stock appreciation rights ("SARs"), either alone or in tandem wi

Hines Horticulture Inc – WAIVER REGARDING (November 14th, 2005)

EXHIBIT 10.2 WAIVER REGARDING FINANCIAL COVENANTS This WAIVER (this "WAIVER") is dated as of October 13, 2005, and entered into by and among HINES NURSERIES, INC., a California corporation ("COMPANY"), and HINES SGUS INC., a Nevada corporation ("HINES SGUS" and, together with Company, individually a "BORROWER" and collectively the "BORROWERS"), the financial institutions party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for Lenders (in such capacity, "AGENT"), and, for purposes of Section 6 hereof, the Guarantors, and is made with reference to that certain Credit Agreement dated as of September 30, 2003, as amended by a First Amendment to Credit Agreement dated as of June 30, 2005 (as so amended, the "CREDIT AGREEMENT"), by and among Borrowers, the financial institutions party thereto (each individually referred t

Hines Horticulture Inc – THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (November 9th, 2005)

EXHIBIT 10.2 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "AGREEMENT") is made and entered into as of the 12th day of September, 2005 (the "EFFECTIVE DATE"), by and between Hines Nurseries, Inc., a California corporation ("SELLER"), and Quantum Ventures, LLC, a Florida limited liability company ("BUYER"). R E C I T A L S A. Seller owns certain unimproved real property located at 17455 SW 157th Avenue, Miami-Dade County, Florida, consisting of approximately 121.92 acres, and more particularly described in EXHIBIT A attached hereto and incorporated herein by this reference (the "PROPERTY"). B. Seller seeks to sell the Property to Buyer, and Buyer seeks to buy the Property from Seller, upon the terms and condit