Chesapeake Corp /Va/ Sample Contracts

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OPERATING AGREEMENT OF GEORGIA-PACIFIC TISSUE, LLC
Operating Agreement • October 15th, 1999 • Chesapeake Corp /Va/ • Paperboard mills • Delaware
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Credit Agreement • August 2nd, 2000 • Chesapeake Corp /Va/ • Paperboard mills
10 3/8% Senior Subordinated Notes Due 2011
Indenture • December 17th, 2001 • Chesapeake Corp /Va/ • Paperboard containers & boxes • New York
Exhibit 4.2 (Pounds)115,000,000 CHESAPEAKE CORPORATION 10 3/8% Senior Subordinated Notes due 2001 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • December 17th, 2001 • Chesapeake Corp /Va/ • Paperboard containers & boxes • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • November 30th, 1999 • Chesapeake Corp /Va/ • Paperboard mills

In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Shorewood Packaging Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 29th day of November, 1999.

EX 4.1 CREDIT AGREEMENT, dated as of February 23, 2000,
Credit Agreement • March 8th, 2000 • Chesapeake Corp /Va/ • Paperboard mills
Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture, Dated as of , 200 *
Chesapeake Corp /Va/ • December 22nd, 2003 • Paperboard containers & boxes • Virginia

INDENTURE, dated as of , 200 , between CHESAPEAKE CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company”), having its principal office at James Center II, 1021 East Cary Street, Box 2350, Richmond, Virginia 23219-2350, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).

SECTION ONE PURCHASE AND SALE OF STOCK; AGREEMENT TO TENDER
Stock Purchase Agreement • November 30th, 1999 • Chesapeake Corp /Va/ • Paperboard mills • Virginia
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This Agreement • March 22nd, 2000 • Chesapeake Corp /Va/ • Paperboard mills
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Service Agreement • May 15th, 2000 • Chesapeake Corp /Va/ • Paperboard mills
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 25th, 2003 • Chesapeake Corp /Va/ • Paperboard containers & boxes • Virginia

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of April 22, 2003, is between CHESAPEAKE CORPORATION, a Virginia corporation (the "Company") and Andrew J. Kohut (the "Executive").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 23, 2004 (amending and restating the Amended and Restated Credit Agreement, dated as of February 8, 2001, as amended), among CHESAPEAKE CORPORATION, as the U.S. Borrower, CHESAPEAKE...
Credit Agreement • February 27th, 2004 • Chesapeake Corp /Va/ • Paperboard containers & boxes

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 23, 2004 (amending and restating the Credit Agreement, dated as of June 15, 2000 (the “Original Credit Agreement”), as amended and restated by the Amended and Restated Credit Agreement, dated as of February 8, 2001, as amended), is among CHESAPEAKE CORPORATION, a Virginia corporation (the “U.S. Borrower”), CHESAPEAKE U.K. HOLDINGS LIMITED, a limited liability company incorporated under the laws of England and Wales (“U.K. Holdings”), CHESAPEAKE U.K. ACQUISITIONS PLC, a public limited company incorporated under the laws of England and Wales (“U.K. Acquisitions”), BOXMORE INTERNATIONAL LIMITED, a limited liability company incorporated under the laws of Northern Ireland (“Boxmore”), FIELD GROUP PLC, a public limited company incorporated under the laws of England and Wales (“Field”; each of U.K. Holdings, U.K. Acquisitions, Boxmore and Field is sometimes referred to herein as a “U.K. Borrower” and collectively sometime

UNDERWRITING AGREEMENT Chesapeake Corporation (a Virginia corporation) Underwriting Agreement
Underwriting Agreement • March 16th, 2004 • Chesapeake Corp /Va/ • Paperboard containers & boxes • New York

Chesapeake Corporation, a corporation organized under the laws of Virginia (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of Common Stock, $1.00 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company has also granted to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Section 2(b) hereto to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the document

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EX-2.1 JOINT VENTURE AGREEMENT
Joint Venture Agreement • October 15th, 1999 • Chesapeake Corp /Va/ • Paperboard mills • Delaware
FORM OF UNDERWRITING AGREEMENT FOR EQUITY SECURITIES Chesapeake Corporation (a Virginia corporation) Underwriting Agreement
Chesapeake Corp /Va/ • February 19th, 2004 • Paperboard containers & boxes • New York

Chesapeake Corporation, a corporation organized under the laws of Virginia (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of [Common Stock, $ par value (“Common Stock”)] [TITLE OF PREFERRED STOCK ($ par value) (“Preferred Stock”)], of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). [The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule II hereto to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).] To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as

FIRST AMENDMENT TO WRITTEN STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT
Chesapeake Corp /Va/ • January 6th, 2005 • Paperboard containers & boxes

FIRST AMENDMENT TO WRITTEN STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT dated 3 January, 2005 between Field Group plc ("Company") and Neil Rylance.

RE: SEPARATION AGREEMENT, WAIVER AND RELEASE
Chesapeake Corp /Va/ • March 14th, 2002 • Paperboard containers & boxes

As has been discussed with you, your employment with Chesapeake Corporation ("Chesapeake") is being terminated as a result of the elimination of your position. Your last day of work will be December 31, 2001 (the "Last Day Worked"), and you will be paid through April 2, 2002 (the "Termination Date"), which is the effective date of your termination of employment.

COMPROMISE AGREEMENT Pursuant to section 203 of the Employment Rights Act 1996
Compromise Agreement • March 6th, 2008 • Chesapeake Corp /Va/ • Paperboard containers & boxes

The Executive’s employment with the Company will terminate on 31 August 2007 (the “Termination Date”) by reason of redundancy. Salary and benefits will be paid by the Company in the normal way up to the Termination Date but thereafter will cease. During the period from the date of this Agreement until the Termination Date the Executive shall be on garden leave in accordance with clause 20 of his contract of employment but shall remain available to provide the Company or any Associated Company with such assistance as it may reasonably require on a transitional basis other than on days on which he is on holiday as agreed with the Company.

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 14th, 2001 • Chesapeake Corp /Va/ • Paperboard mills

AMENDMENT NUMBER 1, dated as of July 1, 2001 ("Amendment No. 1"), to the Asset Purchase Agreement, made as of April 20, 2001 (the "Purchase Agreement"), by and between CORRFLEX GRAPHICS, LLC, a North Carolina limited liability company ("Buyer") and CHESAPEAKE DISPLAY AND PACKAGING COMPANY, an Iowa corporation ("Seller").

SECTION ONE PURCHASE AND SALE OF STOCK; AGREEMENT TO TENDER
Stock Purchase Agreement • December 3rd, 1999 • Chesapeake Corp /Va/ • Paperboard mills • Virginia
Service Agreement Amendment
Service Agreement Amendment • March 16th, 2001 • Chesapeake Corp /Va/ • Paperboard mills

This agreement between Boxmore International Plc and Mark Ennis dated 23 January 2001 (the "Amendment") amends the Service Agreement between Boxmore International Plc and Mark Ennis dated 8 March 2000 (the "Agreement"). Unless otherwise defined herein, capitalized terms in this Amendment shall have the same meaning as in the Agreement. The Agreement is hereby amended as follows:

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 22nd, 2008 • Chesapeake Corp /Va/ • Paperboard containers & boxes • New York

WHEREAS, the U.S. Borrower, the U.K. Borrowers, the Lenders, the Administrative Agent, Bank of America, N.A. and Citicorp North America, Inc., as syndication agents, HSBC Bank plc, as documentation agent, Wachovia Capital Markets, LLC, as a co-lead arranger and the sole bookrunner, and Banc of America Securities LLC and Citicorp North America, Inc., as co-lead arrangers have entered into a Second Amended and Restated Credit Agreement dated as of February 23, 2004, as amended by Amendment No. 1 dated as of June 10, 2004, Amendment No. 2 dated as of February 23, 2006, the Letter Waiver and Amendment No. 3 dated as of August 4, 2006 and Amendment No. 4 dated as of June 18, 2007 (as so amended, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement); and

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 8th, 2009 • Chesapeake Corp /Va/ • Paperboard containers & boxes • New York

THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), effective as of the 3rd day of April, 2009, by and among Baltimore US Inc., a Delaware corporation (“U.S. Purchaser”), Baltimore Acquisition (Cayman Islands) Limited, an exempted company incorporated in the Cayman Islands (“Foreign Purchaser”, together with the U.S. Purchaser, the “Purchasers”), Chesapeake Corporation, a Virginia corporation (the “Company”), and the U.S. Operating Subsidiaries (as defined in the Agreement, and together with the Company, the “Sellers”), recites and provides as follows:

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2005 • Chesapeake Corp /Va/ • Paperboard containers & boxes • Virginia

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of April 22, 2003, is between CHESAPEAKE CORPORATION, a Virginia corporation (the "Company") and Joel K. Mostrom (the "Executive").

THIRD AMENDMENT TO EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
Employment and Severance Benefits Agreement • July 25th, 2003 • Chesapeake Corp /Va/ • Paperboard containers & boxes

THIRD AMENDMENT TO EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT (the "Agreement"), dated as of April 22, 2003, between CHESAPEAKE CORPORATION, a Virginia corporation (the "Company"), and THOMAS H. JOHNSON (the "Executive").

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