1 EXHIBIT 10.9 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated December 31, 1996Shareholders Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Nevada
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK OF WEIDER NUTRITION INTERNATIONAL, INC.Weider Nutrition International Inc • July 17th, 2000 • Wholesale-groceries & related products • Illinois
RECITALSWeider Nutrition International Inc • January 14th, 1999 • Wholesale-groceries & related products
RECITALSCredit Agreement • August 30th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
BRUCE J. WOOD PARTIESEmployment Agreement • August 30th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
Employment Agreement ofEmployment Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
EXHIBIT 10.13 EMPLOYMENT AGREEMENT DAVID J. GUSTINEmployment Agreement • April 6th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
WITNESSETH:Change in Control Agreement • September 28th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
R E C I T A L SSeparation Agreement • October 15th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
This Indemnification Agreement ("Agreement") is made as of August 10, 2012 by and between Schiff Nutrition International, Inc., a Delaware corporation (the "Company"), and Eric Weider, an individual ("Indemnitee").
PAGE ---- ARTICLE 1 DEFINITIONSCredit Agreement • July 17th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products
3- 4 business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for such failures to be so qualified or in good standing...Weider Nutrition International Inc • April 2nd, 1997 • Wholesale-groceries & related products • New York
BETWEENLicense Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products
1 EXHIBIT 1.4 5,600,000 SHARES WEIDER NUTRITION INTERNATIONAL, INC. CLASS A COMMON STOCK AGREEMENT AMONG MANAGERSWeider Nutrition International Inc • April 2nd, 1997 • Wholesale-groceries & related products • New York
ARTICLE IRegistration Rights Agreement • July 17th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Illinois
EXHIBIT 10.6 DRAFT FOR DISCUSSION PURPOSES ONLY EMPLOYMENT AGREEMENT ROBERT REYNOLDSEmployment Agreement • April 25th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
RECITALSCredit Agreement • January 14th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products
PARTIESEmployment Agreement • April 6th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2001 • Weider Nutrition International Inc • Wholesale-groceries & related products
RECITALSCredit Agreement • April 14th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products
1 EXHIBIT 10.10 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated December 31, 1996Shareholders Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • Nevada
RECITALSCredit Agreement • April 6th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
RECITALSCredit Agreement • October 15th, 1998 • Weider Nutrition International Inc • Wholesale-groceries & related products
AGREEMENTAgreement • October 16th, 1996 • Weider Nutrition International Inc • Wholesale-groceries & related products • California
EXHIBIT 10.8 ADVERTISING AGREEMENT Dated December 1, 1996Advertising Agreement • March 20th, 1997 • Weider Nutrition International Inc • Wholesale-groceries & related products • California
CREDIT AGREEMENT dated as of March 30, 2012, among SCHIFF NUTRITION INTERNATIONAL, INC., as Holdings, SCHIFF NUTRITION GROUP, INC., as Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative AgentCredit Agreement • April 2nd, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • New York
CREDIT AGREEMENT dated as of March 30, 2012 (this “Agreement”), among SCHIFF NUTRITION INTERNATIONAL, INC., a Delaware corporation (“Holdings”), SCHIFF NUTRITION GROUP, INC., a Utah corporation (the “Borrower”), the LENDERS party hereto, ROYAL BANK OF CANADA, as an Issuing Bank and the Swingline Lender, and ROYAL BANK OF CANADA, as Administrative Agent.
LEASE TERM: Beginning on the Commencement Date and ending on the last day of the 192nd full calendar month thereafter.Lease Agreement • October 16th, 1996 • Weider Nutrition International Inc • Wholesale-groceries & related products
RECITALSConsent, Waiver And • January 14th, 1999 • Weider Nutrition International Inc • Wholesale-groceries & related products
WITNESSETH:Change in Control Agreement • September 28th, 2000 • Weider Nutrition International Inc • Wholesale-groceries & related products • Utah
CONTINUING AND UNCONDITIONAL GUARANTYContinuing and Unconditional Guaranty • August 20th, 2009 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products
This Continuing and Unconditional Guaranty (“Guaranty”) is made as of August 18, 2009, by WNG Holdings (International) Ltd. a Nevada corporation (“Guarantor”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors, the “Agent”) for the Lenders (as defined in the Loan Agreement referred to below) and in favor of each of the Lenders.
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • October 3rd, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Utah
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into effective as of September 28, 2010 (the “Effective Date”) by and between Joseph W. Baty, an individual residing at [Home Address], Utah 84104 (“Executive”), and Schiff Nutrition Group, Inc., a Utah corporation with offices located at 2002 South 5070 West, Salt Lake City, Utah 84104 (the “Company”).
AGREEMENT AND PLAN OF MERGER among Reckitt Benckiser LLC, Ascot Acquisition Corp., Schiff Nutrition International, Inc. and Reckitt Benckiser Group plc (solely for purposes of Section 6.17 hereof) Dated as of November 21, 2012Agreement and Plan of Merger • November 21st, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2012 (this “Agreement”), is entered into by and among Reckitt Benckiser LLC, a Delaware limited liability company (“Parent”), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”) and, solely for the purposes of Section 6.17 hereof, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales (“Guarantor”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.
SECOND AMENDED AND RESTATED LICENSE AND PRODUCT SUPPLY AGREEMENTLicense and Product Supply Agreement • June 4th, 2009 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Washington
THIS SECOND AMENDED AND RESTATED LICENSE AND PRODUCT SUPPLY AGREEMENT (“Agreement”) is made as of the 29th day of May, 2009 (the “Effective Date”), by and between UNIGEN PHARMACEUTICALS, INC., a Delaware corporation whose principal place of business is located at 2660 Willamette Drive NE, Lacey, WA 98516 (“Licensor”), and SCHIFF NUTRITION GROUP, INC., a Utah corporation whose principal place of business is located at 2002 South 5070 West, Salt Lake City, Utah 84104 (together with its subsidiaries “Licensee”).
October 29, 2012Schiff Nutrition International, Inc. • October 30th, 2012 • Wholesale-groceries & related products • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.
