Pinnacle Foods Inc. Sample Contracts

PINNACLE FOODS INC. (a Delaware corporation) 29,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2013 • Pinnacle Foods Inc. • Food and kindred products • New York
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PINNACLE FOODS INC. (a Delaware corporation) 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2014 • Pinnacle Foods Inc. • Food and kindred products • New York
AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. and BOULDER BRANDS, INC. Dated as of November 24, 2015
Agreement and Plan of Merger • November 24th, 2015 • Pinnacle Foods Inc. • Food and kindred products • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 24, 2015 (this “Agreement”), by and among Pinnacle Foods Inc., a Delaware corporation (“Parent”), Slope Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Boulder Brands, Inc., a Delaware corporation (the “Company”).

Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp. $350,000,000 5.875% Senior Notes due 2024 REGISTRATION RIGHTS AGREEMENT dated January 15, 2016
Registration Rights Agreement • January 15th, 2016 • Pinnacle Foods Inc. • Food and kindred products • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of January 15, 2016, among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Company”), Pinnacle Foods Finance Corp., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) the guarantors listed on Schedule I hereto (the “Pinnacle Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) listed on Annex A to the Purchase Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT by and among PINNACLE FOODS INC. and the other parties hereto Dated as of April 3, 2013
Registration Rights Agreement • April 3rd, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of April 3, 2013 and is by and among Pinnacle Foods Inc., a Delaware corporation (the “Company”), the Blackstone Group (as defined below) and the Management Stockholders (as defined below).

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2018 • Pinnacle Foods Inc. • Food and kindred products • New York

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 15, 2018, among PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swing Line Lender and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PINNACLE FOODS INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 8th, 2015 • Pinnacle Foods Inc. • Food and kindred products • New York

Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the selling stockholders identified in Schedule E hereto (the “Selling Stockholders”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto. The aforesaid 5,000,000 shares of Common Stock to be purchased by the Underwriters are herein called, collectively, the “Securities.”

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 3, 2017 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swing Line Lender and...
Credit Agreement • February 3rd, 2017 • Pinnacle Foods Inc. • Food and kindred products • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 3, 2017, among PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swing Line Lender and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PINNACLE FOODS INC. PERFORMANCE SHARE UNIT AGREEMENT (Form 0001)
Performance Share Unit Agreement • July 29th, 2016 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This Performance Share Unit Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Omnibus Incentive Plan Nonqualified Stock Option Agreement • July 29th, 2016 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the signature page attached hereto (the “Participant”).

PINNACLE FOODS INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 29th, 2016 • Pinnacle Foods Inc. • Food and kindred products • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

PINNACLE FOODS INC. NONQUALIFIED STOCK OPTION AGREEMENT
Omnibus Incentive Plan • May 14th, 2014 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the signature page attached hereto (the “Participant”).

AGREEMENT AND PLAN OF MERGER among THE HILLSHIRE BRANDS COMPANY, HELIX MERGER SUB CORPORATION, HELIX MERGER SUB LLC, and PINNACLE FOODS INC. Dated as of May 12, 2014
Agreement and Plan of Merger • May 13th, 2014 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among THE HILLSHIRE BRANDS COMPANY, a Maryland corporation (“Parent”), PINNACLE FOODS INC., a Delaware corporation (the “Company”), HELIX MERGER SUB CORPORATION, a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Corp”), and HELIX MERGER SUB LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Merger LLC” and, together with Merger Corp, the “Merger Subs”). Parent, Merger Corp, Merger LLC and the Company are referred to individually as a “Party” and collectively as the “Parties.”

PINNACLE FOODS INC. RESTRICTED STOCK UNIT AGREEMENT (Form 0001)
Restricted Stock Unit Agreement • July 29th, 2016 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 28th, 2016 • Pinnacle Foods Inc. • Food and kindred products • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 8, 2016, among Boulder Brands, Inc. and Boulder Brands USA, Inc. (the “Guaranteeing Subsidiaries”), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the “Issuers”), the Issuers, and Wilmington Trust, National Association, as trustee (the “Trustee”).

VOTING AGREEMENT
Voting Agreement • May 13th, 2014 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This VOTING AGREEMENT, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Pinnacle Foods Inc., a Delaware corporation (the “Company”). Parent and each of the Stockholders are referred to individually as a “Party” and collectively as the “Parties.”

STOCKHOLDERS AGREEMENT DATED AS OF April 3, 2013 AMONG PINNACLE FOODS INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • April 3rd, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This Stockholders Agreement is entered into as of April 3, 2013 by and among Pinnacle Foods Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

PINNACLE FOODS INC. PERFORMANCE RESTRICTED SHARE AGREEMENT (Form 0001)
Performance Restricted Share Agreement • July 29th, 2016 • Pinnacle Foods Inc. • Food and kindred products • New York

This Performance Restricted Share Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

SECOND AMENDMENT TO LEASE
Lease • February 25th, 2016 • Pinnacle Foods Inc. • Food and kindred products

THIS SECOND AMENDMENT (the “Amendment”) made as of February 2, 2012, by and between JEFFROAD GREEN, LLC, a Delaware limited liability company (“Landlord”), having an address c/o Prism Capital Partners, LLC, at 200 Broadacres Drive, Suite 180, Bloomfield, New Jersey 07003, Attn: Eugene Diaz, and PINNACLE FOODS GROUP LLC, a Delaware limited liability company (“Tenant”), having an address at 399 Jefferson Road, Parsippany, New Jersey 07054-3707.

SECURITIES PURCHASE AGREEMENT by and among GARDEN PROTEIN INTERNATIONAL INC., 8961247 CANADA INC., THE SELLERS NAMED HEREIN and THE SELLERS’ REPRESENTATIVE NAMED HEREIN Dated as of November 13, 2014
Securities Purchase Agreement • November 14th, 2014 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This SECURITIES PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of November 13, 2014 by and among 8961247 Canada Inc., a Canadian corporation (the “Buyer”); Garden Protein International Inc., a Canadian corporation (the “Company”); the list of securityholders holding Shares (as defined below) set forth in Section 3.05(a) of the Disclosure Schedule (the “Sellers”); and TSG Administration, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative, as contemplated by Section 9.06 hereto.

PINNACLE FOODS INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 6th, 2014 • Pinnacle Foods Inc. • Food and kindred products • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

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ASSET PURCHASE AGREEMENT between CONOPCO, INC. and PINNACLE FOODS INC. Dated as of August 11, 2013
Asset Purchase Agreement • August 12th, 2013 • Pinnacle Foods Inc. • Food and kindred products • New York

ASSET PURCHASE AGREEMENT dated as of August 11, 2013 (this “Agreement”), between CONOPCO, INC., a New York corporation (“Seller”), and PINNACLE FOODS INC., a Delaware corporation (“Purchaser”).

AMENDMENT TO CERTAIN TERMS OF EMPLOYMENT AGREEMENT (Robert J. Gamgort)
Certain Terms • March 6th, 2014 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AMENDMENT AGREEMENT (the “Agreement”) is entered into as of December 16, 2013 by and between Pinnacle Foods Inc. (the “Company”), and Robert J. Gamgort (the “Executive”).

RESTRICTED STOCK AGREEMENT (Conversion Replacement Award – Converting Class A-2 Units and Class B Units into Shares and Restricted Shares)
Restricted Stock Agreement • March 7th, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AGREEMENT (the “Agreement”) is made effective as of the date set forth on the Signature Page attached hereto (the “Date of Grant”) between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page attached hereto (the “Participant”).

PARENT GUARANTY dated as of April 29, 2013 between PINNACLE FOODS INC., and BARCLAYS BANK PLC, as Administrative Agent
Parent Guaranty • November 26th, 2013 • Pinnacle Foods Inc. • Food and kindred products • New York

PARENT GUARANTY dated as of April 29, 2013, among PINNACLE FOODS INC. (“Parent”), certain Subsidiaries of Parent from time to time party hereto and BARCLAYS BANK PLC, as Administrative Agent.

AGREEMENT AND PLAN OF MERGER AMONG PINNACLE FOODS INC., CONAGRA BRANDS, INC. AND PATRIOT MERGER SUB INC.
Agreement and Plan of Merger • June 27th, 2018 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of June 26, 2018, is by and among Pinnacle Foods Inc., a Delaware corporation (the “Company”), Conagra Brands, Inc., a Delaware corporation (“Parent”), and Patriot Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each referred to herein as a “Party” and collectively, the “Parties.”

PINNACLE FOODS INC. (a Delaware corporation) 17,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2013 • Pinnacle Foods Inc. • Food and kindred products • New York
TERMINATION AGREEMENT
Termination Agreement • April 3rd, 2013 • Pinnacle Foods Inc. • Food and kindred products • New York

This TERMINATION AGREEMENT (this “Agreement”) is dated as of April 3, 2013, by and between Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Company”), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 29, 2013 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent,...
Credit Agreement • April 30th, 2013 • Pinnacle Foods Inc. • Food and kindred products

This Second Amendment to Amended and Restated Credit Agreement (this “Amendment”) is dated as of April 29, 2013 and is entered into by and among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower”), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Barclays Bank PLC (“Barclays”), as Administrative Agent (the “Administrative Agent”), each of the Revolving Credit Lenders (immediately after the Refinancing Effective Date (as defined below) and immediately prior to the Amendment Effective Date (as defined below)), the Tranche G Term Lenders (as defined below), the Required Lenders (immediately after the Refinancing Effective Date and immediately prior to the Amendment Effective Date), the Swing Line Lender (immediately after the Refinancing Effective Date and immediately prior to the Amendment Effective Date), the L/C Issuer (immediately after the Refinancing Effective Date and immediately prior to the Amendment Effective Date) and,

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2018 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative...
Credit Agreement • March 16th, 2018 • Pinnacle Foods Inc. • Food and kindred products

This First Amendment to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of March 15, 2018 and is entered into by and among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower’’), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Barclays Bank PLC (“Barclays”), as Administrative Agent (the “Administrative Agent”), each of the Initial B Term Lenders (as defined below), each of the Revolving Credit Lenders (as defined below), each Swing Line Lender, each L/C Issuer, each of the Initial A Term Lenders (as defined below) and, for purposes of Sections VII and VIII hereof, the Guarantors listed on the signature pages hereto, and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of February 7, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among the Borrower, Holdings, the Le

TERMINATION AGREEMENT
Termination Agreement • April 3rd, 2013 • Pinnacle Foods Inc. • Food and kindred products • New York

This TERMINATION AGREEMENT (this “Agreement”) is entered into as of April 3, 2013 (and effective as set forth in Section 7 of this Agreement), by and among Peak Holdings LLC, a Delaware limited liability company (“Holdings”), Pinnacle Foods Inc. (f/k/a Crunch Holding Corp.), a Delaware corporation (the “Corporation”), and the employees listed on the signature pages hereto (collectively, the “Employees”).

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 26, 2016 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative...
Credit Agreement • February 23rd, 2017 • Pinnacle Foods Inc. • Food and kindred products

This Fourth Amendment (this “Refinancing Amendment”) dated as of July 26, 2016, to the Second Amended and Restated Credit Agreement, dated as of April 29, 2013 (as amended by the First Amendment to the Second Amended and Restated Credit Agreement, dated as of October 1, 2013, the Second Amendment to the Second Amended and Restated Credit Agreement, dated as of January 15, 2016, the Third Amendment to the Second Amended and Restated Credit Agreement, dated as of July 19, 2016 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) among, inter alios, Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower”), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”) is made pursuant to Section 2.17 of the Credit Agreement. Capitalized terms used herein without definition shall have the

Offer to Purchase for Cash All Outstanding Shares of Common Stock of
Confidentiality Agreement • December 9th, 2015 • Pinnacle Foods Inc. • Food and kindred products

The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at its address set forth below:

THIRD AMENDMENT TO LEASE
Lease • February 25th, 2016 • Pinnacle Foods Inc. • Food and kindred products

THIS THIRD AMENDMENT (the “Amendment”) made as May 2, 2012, by and between JEFFROAD GREEN, LLC, a Delaware limited liability company (“Landlord”), having an address c/o Prism Capital Partners, LLC, at 50 Grand Avenue, Englewood, New Jersey 07631-3506, Attn: Eugene Diaz, and PINNACLE FOODS GROUP LLC, a Delaware limited liability company (“Tenant”), having an address at 399 Jefferson Road, Parsippany, New Jersey 07054.

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