andLease Agreement • March 31st, 1997 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
REGISTRATION RIGHTS AGREEMENT, dated as of July 19, 1996 (this "Agreement"), between RECOVERY ENGINEERING, INC., a Minnesota corporation (the "Company"), and GS CAPITAL PARTNERS II, L.P., a Delaware limited partnership, GS CAPITAL PARTNERS II...Registration Rights Agreement • November 27th, 1996 • Recovery Engineering Inc • Refrigeration & service industry machinery • New York
EXHIBIT 10.12.2 SECOND AMENDMENT TO LEASE THIS AGREEMENT, made and entered into as of the 1st day of May, 1997, by and between RYAN RECOVERY, LLC, a Minnesota limited liability company ("Landlord"), and RECOVERY ENGINEERING, INC., a Minnesota...Lease • February 24th, 1998 • Recovery Engineering Inc • Refrigeration & service industry machinery
AMENDMENT NO. 2 EXHIBIT 4.1.2 RECOVERY ENGINEERING, INC. RIGHTS AGREEMENT This Amendment No. 2, dated as of April 29, 1999, between Recovery Engineering, Inc., a Minnesota corporation (the "Company"), and Norwest Bank Minnesota, N.A. (the "Rights...Rights Agreement • May 18th, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery
EXHIBIT 4.1.1 AMENDMENT NO. 1 RECOVERY ENGINEERING, INC. RIGHTS AGREEMENT This Amendment No. 1, dated as of February 3, 1998, between Recovery Engineering, Inc., a Minnesota corporation (the "Company"), and Norwest Bank Minnesota, National Association...Rights Agreement • February 24th, 1998 • Recovery Engineering Inc • Refrigeration & service industry machinery
Purpose: --------Non-Competition Agreement • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
ARTICLE I THE OFFER SECTION 1.1. The Offer........................................................2 SECTION 1.2. Actions by the Parent and Merger Sub.............................3 SECTION 1.3. Actions by the...Agreement and Plan of Merger • August 31st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
ARTICLE I DEFINITIONSAdoption Agreement • December 5th, 1997 • Recovery Engineering Inc • Refrigeration & service industry machinery
COMMON STOCKUnderwriting Agreement • February 24th, 1998 • Recovery Engineering Inc • Refrigeration & service industry machinery • New York
TENDER AND OPTION AGREEMENTTender and Option Agreement • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
RECITALSControl Severance Pay Agreement • August 17th, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
AMONGSecurities Purchase Agreement • November 27th, 1996 • Recovery Engineering Inc • Refrigeration & service industry machinery • New York
ARTICLE IFinancing Agreement • August 14th, 1997 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
November 16, 1998Financing Agreement • April 2nd, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery
Goldman Sachs PERSONAL & CONFIDENTIAL ----------------------- ----------------- --------------------------------------------------------------- August 26, 1999 Board of Directors Recovery Engineering, Inc. 9300 North 75th Avenue Minneapolis, MN 55428...Exhibit 99 • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery
You have requested our opinion as to the fairness from a financial point of view to the holders of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Recovery Engineering, Inc. (the "Company") of the $35.25 per Share in cash to be received by such holders in the Tender Offer and the Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of August 26, 1999, among The Procter & Gamble Company ("Parent"), an indirect wholly-owned subsidiary of Parent, Tenzing, Inc. ("Tenzing"), and the Company (the "Agreement"). Subject to the terms of the Agreement, Parent will cause Tenzing to commence a tender offer for all the Shares (the "Tender Offer") at a price equal to $35.25 per Share in cash for each Share accepted. The Agreement further provides that following purchase of the Shares pursuant to the Tender Offer, Tenzing shall be merged with and into the Company (the "Merger") and each outstanding Share (other than Shares owned by Pare
RECITALSFinancing Agreement • April 2nd, 1998 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENTRecovery Engineering Inc • December 5th, 1997 • Refrigeration & service industry machinery
Thermotech 1202 South 5th Street Hopkins, MN 55343Recovery Engineering Inc • February 24th, 1998 • Refrigeration & service industry machinery • Minnesota
EXECUTIVE RESTRICTION AGREEMENT, dated as of July 19, 1996, by and among RECOVERY ENGINEERING, INC., a Minnesota corporation (the "Company"), and GS CAPITAL PARTNERS II, L.P., a Delaware limited partnership, GS CAPITAL PARTNERS II OFFSHORE, L.P., a...Executive Restriction Agreement • November 27th, 1996 • Recovery Engineering Inc • Refrigeration & service industry machinery • New York
RECITALSExecutive Severance Pay Agreement • August 14th, 1997 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
EXHIBIT 10.12.1 FIRST AMENDMENT TO LEASE This First Amendment to Lease, dated as of December 20, 1996 (First Amendment), between Ryan Companies US, Inc., (Landlord) and Recovery Engineering, Inc., a Minnesota Corporation (Tenant). WITNESSETH, that:...Lease • February 24th, 1998 • Recovery Engineering Inc • Refrigeration & service industry machinery
