1 EXHIBIT 4.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made this 20th day of March, 1998, by and among FLEET CAPITAL CORPORATION (together with its successors and assigns, "Lender"), a Rhode Island corporation with an office at...Loan and Security Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
1 EXHIBIT 2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated this 6th day of March, 1998, by and among POTTER'S ACQUISITION CORP., a Delaware corporation ("PURCHASER"), J. C. POTTER SAUSAGE COMPANY, an Oklahoma...Asset Purchase Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Oklahoma
AMONGAgreement and Plan of Reorganization • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Delaware
1 EXHIBIT 4.24 ATLANTIC PREMIUM BRANDS, LTD. AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
EXHIBIT 99.3 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT is dated as of November 20, 2002 among ATLANTIC PREMIUM BRANDS, LTD., CARLTON FOODS CORP., PREFCO CORP., RICHARDS CAJUN FOODS CORP. and POTTER'S SAUSAGE...Security Agreement • November 26th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
RECITALS:Loan and Security Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
RECITALSEmployment Agreement • March 29th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
1 EXHIBIT 4.11 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT is made and entered into this 20th day of March, 1998, by and between ATLANTIC PREMIUM BRANDS, LTD., a Delaware corporation (hereinafter referred to as "Pledgor"), and FLEET CAPITAL...Stock Pledge Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
RECITALS:Loan and Security Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
AMONG ATLANTIC PREMIUM BRANDS, LTD., CARLTON FOODS CORP., PREFCO CORP., RICHARDS CAJUN FOODS CORP., AND POTTER SAUSAGE CO.,Credit Agreement • November 26th, 2002 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
RECITALSEmployment Agreement • November 14th, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Illinois
2 3 2.1 Amendment of Interest Provisions of Note. The Note is amended to provide that, as of January 17, 2001, the Stated Interest Rate shall be 15% per annum and the Default Interest Rate shall be 18% per annum. At all times on and after January 17,...Warrant Purchase Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
AMONGAsset Purchase Agreement • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated the 2ND day of February, 1999 by and between ATLANTIC PREMIUM BRANDS, LTD, a Delaware corporation ("SELLER") and Master Distributors, Inc., a Maryland...Asset Purchase Agreement • February 16th, 1999 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Maryland
DATE OF NOTE MARCH 20, 1998 MADE AT COLUMBUS, OHIO MATURITY DATE MARCH 31, 2005Atlantic Premium Brands LTD • March 31st, 1998 • Wholesale-groceries & related products • Ohio
1 EXHIBIT 4.17 ATLANTIC PREMIUM BRANDS, LTD. REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 20, 1998 TABLE OF CONTENTS SECTION 1. DEFINITIONS. .....................................1 SECTION 2. DEMAND REGISTRATION RIGHTS.........................1...Registration Rights Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
1 Exhibit 4.16 PAYMENT OF THIS NOTE IS SUBORDINATED SUBJECT TO THE TERMS AND CONDITIONS OF DEBT AND LIEN SUBORDINATION AGREEMENTS DATED AS OF MARCH 20, 1998 (AS AMENDED) BY AND BETWEEN THE PAYEE AND FLEET CAPITAL CORPORATION. THIS NOTE HAS NOT BEEN...Atlantic Premium Brands LTD • April 17th, 2001 • Wholesale-groceries & related products • Ohio
AMONGReal Estate Purchase Agreement • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Kentucky
i 3 AMENDED AND RESTATED PUT OPTION AGREEMENTPut Option Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
EXHIBIT 99.2 PAYMENT OF THIS NOTE IS SUBORDINATED SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED OF EVEN DATE HEREWITH (AS THE SAME MAY BE AMENDED FROM TIME TO TIME, THE "SUBORDINATION AGREEMENT") BY AND AMONG THE...Atlantic Premium Brands LTD • November 26th, 2002 • Wholesale-groceries & related products • Illinois
EXHIBIT 4.12 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKERS HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF...Atlantic Premium Brands LTD • March 31st, 2003 • Wholesale-groceries & related products • Illinois
1 EXHIBIT 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated this 23rd day of April, 1999, by and between among ATLANTIC PREMIUM BRANDS, LTD., a Delaware corporation ("BUYER"), BOBBY L. GROGAN and BETTY RUTH GROGAN,...Stock Purchase Agreement • May 24th, 1999 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Delaware
1 2 $5,850,000 due March 31, 2005 amending and substituting the Original Note (the "BOCP NOTE", and together with the Sterling Note, the "NOTES").Intercreditor and Collateral Agency Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
EXHIBIT 99.8 GROGAN'S SUB NOTE 111302 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKER HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION...Atlantic Premium Brands LTD • November 26th, 2002 • Wholesale-groceries & related products • Delaware
1 EXHIBIT 10.4 AMENDMENT TO CONSULTING AGREEMENT THIS AMENDMENT TO CONSULTING AGREEMENT (this "AMENDMENT") is made as of the 16th day of October, 1996, by and between Atlantic Beverage Company, Inc., a Delaware corporation (the "COMPANY"), STERLING...Consulting Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
RECITALSEmployment Agreement • May 15th, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
2 3 "CLOSING") (a) a 10% interest in the Note Agreement and the Security Documents (as defined in the Collateral Agency Agreement), together with the rights granted to Sterling under the Ancillary Documents and $650,000 in principal amount of the 1998...Note and Warrant Purchase Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Ohio
i 3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
WITNESSETH:Employment Agreement • November 16th, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Illinois
i 3 AMENDED AND RESTATED PREEMPTIVE RIGHTS AGREEMENTPreemptive Rights Agreement • April 17th, 2001 • Atlantic Premium Brands LTD • Wholesale-groceries & related products
1 EXHIBIT 4.8 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKER HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER...Asset Purchase Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Delaware
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("AGREEMENT") is made as of the 24th day of November, 1998, by and between Atlantic Premium Brands, Ltd. ("SELLER"), and Canada Dry Potomac Corporation ("PURCHASER"). W I T N E S S E...Asset Purchase Agreement • February 16th, 1999 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Maryland
RECITALS:Lien Subordination Agreement • March 31st, 1998 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Georgia
WITNESSETH:Employment Agreement • November 1st, 1996 • Atlantic Beverage Co Inc • Wholesale-groceries & related products • Kentucky
EXHIBIT 4.7 THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED TO CERTAIN INDEBTEDNESS (INCLUDING INTEREST AND FEES) OWED BY THE MAKER HEREOF, IN THE MANNER AND TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 15,...Stock Purchase Agreement • March 31st, 2003 • Atlantic Premium Brands LTD • Wholesale-groceries & related products • Delaware
