ARTICLE I. DEFINITIONSRevolving Credit Agreement • February 13th, 2003 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
CREDIT AGREEMENTCredit Agreement • January 28th, 1998 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
AMENDMENT NO. 5 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 12th, 2002 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
PURCHASE AGREEMENTPurchase Agreement • October 10th, 1995 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
PURCHASE AGREEMENTLifecore Biomedical Inc • October 10th, 1995 • Biological products, (no disgnostic substances) • Minnesota
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made effective as of October 16, 2003, by and between James W. Bracke ("Executive"), an individual resident of the State of Minnesota, and Lifecore Biomedical, Inc.,...Employment Agreement • November 10th, 2003 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
EXHIBIT 10.1 WAIVER AND AMENDMENT AGREEMENT WHEREAS, the City of Chaska, Minnesota (the "Municipality") and Lifecore Biomedical, Inc., a Minnesota corporation (the "Borrower") entered into a certain Loan Agreement dated as of September 1, 1990 (the...Waiver and Amendment Agreement • September 26th, 2003 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
RECITALSSecurity Agreement • January 28th, 1998 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 27th, 1998 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Agreement") is made and entered into to be effective as of November 9, 1998, by and between LIFECORE BIOMEDICAL, INC., a Minnesota corporation ("Borrower")...Credit Agreement • November 10th, 1998 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER by and among SBT HOLDINGS INC., SBT ACQUISITION INC. and LIFECORE BIOMEDICAL, INC. Dated as of January 15, 2008Agreement and Plan of Merger • January 15th, 2008 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) is entered into as of January 15, 2008, by and among SBT Holdings Inc. (“Parent”), a Delaware corporation, SBT Acquisition Inc. (“Purchaser”), a Minnesota corporation and direct wholly-owned subsidiary of Parent, and Lifecore Biomedical, Inc., a Minnesota corporation (the “Company”).
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • September 13th, 2006 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Minnesota
This Noncompetition and Nonsolicitation Agreement (“Agreement”) is made effective as of January 3, 2006, by and between Ben Beckham (“Executive”), an individual resident of the State of Texas, and Lifecore Biomedical, Inc., (“Lifecore”), a corporation organized under the laws of the State of Minnesota.
LIFECORE BIOMEDICAL, INC. 3515 Lyman Boulevard Chaska, MN 55318 November 14, 1996 James W. Bracke, Ph.D. 3947 Huntington Drive Minnetonka, MN 55343 Dear Jim: Reference is made to the Employment Agreement as of June 1, 1991, between Lifecore...Employment Agreement • January 28th, 1998 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
AIA DOCUMENT A131/CMC AND AGC DOCUMENT 566 STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONSTRUCTION MANAGER WHERE THE CONSTRUCTION MANAGER IS ALSO THE CONSTRUCTOR; AND WHERE THE BASIS OF PAYMENT IS THE COST OF THE WORK PLUS A FEE AND THERE IS NO...Agreement • August 28th, 1997 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
5,630,000 City of Chaska, Minnesota Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project), Series 2004 TAX EXEMPTION AGREEMENT Dated as of August 1, 2004 By and Between CITY OF CHASKA, MINNESOTA and WELLS FARGO BANK, NATIONAL...Tax Exemption Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
still be required to be rebated. In some cases, the payment of rebate may assist in compliance with the yield restriction requirements. Thus, rebate compliance and yield restriction may, in certain circumstances, operate together rather than independently. In any case, rebate compliance is essential to the maintenance of the tax exemption of interest on the Bonds even if no amounts are subject to yield restriction. Terms not defined herein shall have the meanings set forth in the Tax Agreement. Yield is defined in Article VII of the Tax Agreement.
SECURITY AGREEMENTSecurity Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
THIS SECURITY AGREEMENT (this “Agreement”) is made as of this 1st day of August, 2004, by LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Debtor”), in favor of M&I MARSHALL & ILSLEY BANK, a Wisconsin state banking corporation (the “Secured Party”).
c) "Borrowing Base Certificate" means a certificate signed by the chief financial officer of the Borrower that shows as of the date of determination the Value of Eligible Accounts and is delivered to the Bank pursuant to Section 5.1(a).Lifecore Biomedical Inc • September 26th, 2003 • Biological products, (no disgnostic substances)
5,630,000 CITY OF CHASKA, MINNESOTA VARIABLE RATE DEMAND PURCHASE REVENUE BONDS (LIFECORE BIOMEDICAL, INC. PROJECT), SERIES 2004 BOND PURCHASE AGREEMENT August 19, 2004 Between CITY OF CHASKA, MINNESOTA, LIFECORE BIOMEDICAL, INC. and NORTHLAND...Bond Purchase Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
We (sometimes referred to as the “Underwriter”) hereby offer to purchase, upon the terms and conditions hereinafter specified, $5,630,000 aggregate principal amount of Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project), Series 2004 (the “Bonds”), to be issued by City of Chaska, Minnesota (referred to as the “City” or the “Issuer”). The Bonds are described in the Official Statement prepared in connection with the issuance of the Bonds (together with the respective Appendices thereto, the “Official Statement”). If and when accepted by all of you, this document shall constitute our Bond Purchase Agreement.
LIMITED GUARANTEELimited Guarantee • January 15th, 2008 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Delaware
LIMITED GUARANTEE, dated as of January 15, 2008 (this “Limited Guarantee”), by Warburg Pincus Private Equity IX, L.P. (the “Guarantor”) in favor of Lifecore Biomedical, Inc., a Minnesota corporation (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
LIFECORE BIOMEDICAL, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 1st, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
LIFECORE BIOMEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 13th, 2007 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus
THIS OPTION AGREEMENT is made as of the _____ of ______, 20_____ between Lifecore Biomedical, Inc., a Minnesota corporation (hereinafter called the “Company”), and ____________ an employee of the Company or one or more of its subsidiaries (hereinafter called the “Optionee”).
REIMBURSEMENT AGREEMENT BY AND BETWEEN LIFECORE BIOMEDICAL, INC. AND M&I MARSHALL & ILSLEY BANK IN CONNECTION WITH $5,699,411.00 LETTER OF CREDIT Dated As Of: August 1, 2004Reimbursement Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
THIS REIMBURSEMENT AGREEMENT, made as of the 1st day of August, 2004, by and between LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Borrower”), and M&I MARSHALL & ILSLEY BANK, a Wisconsin state banking corporation with its banking house located in Milwaukee, Wisconsin (the “Lender”).
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENTMortgage, Security Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT (this “Mortgage”) is made as of the 1st day of August, 2004, by LIFECORE BIOMEDICAL, INC., a Minnesota corporation (“Borrower”), having its principal office at 3515 Lyman Boulevard, Chaska, Minnesota 55318, in favor of M&I MARSHALL & ILSLEY BANK, a Wisconsin state banking corporation (“Lender”), having its principal office at 651 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Scott D. Thorson, or its assignee.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
THIS PLEDGE AND SECURITY AGREEMENT is made as of the 1st day of August, 2004, among LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Pledgor”), M&I MARSHALL & ILSLEY BANK, a Wisconsin state banking corporation (the “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Agent”).
INDEMNIFICATION AGREEMENT (OFFICER)Indemnification Agreement • November 19th, 2007 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT is made and entered into as of this ___day of November, 2007, by and between Lifecore Biomedical, Inc., a Minnesota corporation (the “Company”), and (“Indemnitee”).
5,630,000 City of Chaska, Minnesota Variable Rate Demand Purchase Revenue Bonds (Lifecore Biomedical, Inc. Project) Series 2004 REMARKETING AGREEMENT Dated as of August 1, 2004 Between LIFECORE BIOMEDICAL, INC. and NORTHLAND SECURITIES, INC. This...Remarketing Agreement • September 13th, 2004 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
This REMARKETING AGREEMENT dated as of August 1, 2004, between LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Borrower”) and NORTHLAND SECURITIES, INC., acting as remarketing agent (the “Remarketing Agent”);
AMENDMENT TO MANUFACTURING AGREEMENTManufacturing Agreement • February 11th, 2008 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus
The Manufacturing Agreement between Alcon Pharmaceuticals Ltd. (“Alcon”) and Lifecore Biomedical, Inc. dated effective on January 1, 2006, is hereby amended as follows:
MANUFACTURING AGREEMENTManufacturing Agreement • February 11th, 2008 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus • Delaware
THIS MANUFACTURING AGREEMENT (the “Agreement”), effective as of the 1st day of January, 2006, (the “Effective Date”), is by and between ALCON PHARMACEUTICALS LTD., a Swiss corporation with its principal offices at Bösch 69, P.O. Box 62, 6331 Hünenberg, Switzerland (hereinafter referred to as “ALCON”) and LIFECORE BIOMEDICAL, INC., a Minnesota corporation with its principal offices at 3515 Lyman Blvd., Chaska, MN 55318 (hereinafter referred to as “SELLER”).
AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • September 15th, 2000 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
This AMENDMENT No. 1 TO CREDIT AND SECURITY AGREEMENT, dated as of July 21, 2000 (the "Amendment"), between Lifecore Biomedical, Inc. (the "Borrower") and U.S. Bank National Association (the "Lender").
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT AND CONSENTCredit and Security Agreement and Consent • September 15th, 2000 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
This AMENDMENT No. 1 TO CREDIT AND SECURITY AGREEMENT AND CONSENT, dated as of February 7, 2000 (the "Amendment"), between Lifecore Biomedical, Inc. (the "Borrower") and U.S. Bank National Association (the "Lender").
LIFECORE BIOMEDICAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (FOR DIRECTORS) AMENDMENT NO. 1Option Agreement • November 22nd, 2006 • Lifecore Biomedical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 (the “Amendment”) to the OPTION AGREEMENT (the “Agreement”) dated as of June 15, 2006 between the parties hereto, is made as of November 20, 2006 between LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the “Company”), and Martin J. Emerson, a director of the Company (the “Optionee”).
SEPARATION AGREEMENTSeparation Agreement • September 13th, 2005 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.3 NONCOMPETITION AND NONSOLICITATION AGREEMENT This Noncompetition and Nonsolicitation Agreement ("Agreement") is made effective as of January 7, 2005, by and between Kipling Thacker ("Executive"), an individual resident of the State of...Noncompetition and Nonsolicitation Agreement • February 9th, 2005 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances) • Minnesota
RECITALSCustodial Pledge and Security Agreement • January 28th, 1998 • Lifecore Biomedical Inc • Biological products, (no disgnostic substances)
LETTER AMENDMENT NO. 3Lifecore Biomedical Inc • December 22nd, 2006 • Surgical & medical instruments & apparatus
We refer to the Revolving Credit Agreement dated as of December 18, 2002, as amended (the “Credit Agreement”) between you and us. Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used in this letter amendment as defined in the Credit Agreement.
