AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • California
THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 9, 2012 is entered into by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This Amended and Restated Fee and Reimbursement Agreement (“Agreement”) is entered into as of April 15, 2013 by and among Professor Connor’s, Inc., a Delaware corporation (the “Company”), (i) MidOcean Partners III, L.P. (“MidOcean III”), MidOcean Partners III-A, L.P. (“MidOcean III-A”), MidOcean Partners III-D, L.P (together with MidOcean III and MidOcean III-A, “MidOcean”), (ii) each of the members of Freshpet Investors, LLC, a Delaware limited liability company (“FPI”) that are identified as such on Exhibit A (the “FPI Guarantors”), (iii) each of the other Persons listed on Exhibit B hereto (the “Other Guarantors” and together with the FPI Guarantors and MidOcean, each a “Guarantor” and collectively the “Guarantors”), and solely for purposes of Section 4(c), Freshpet Investors, LLC, a Delaware limited liability company (“FPI”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
THIS AGREEMENT is dated as of October 25, 2006, by and between Professor Connor’s, Inc., a Delaware corporation (the “Company”), and Scott Morris (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of January 6, 2009, by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Company”), and Scott Morris (“Executive”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This Amendment No. 1 to Amended and Restated Fee and Reimbursement Agreement (“Amendment”) is entered into as of October 9, 2013 with an effective date as of September 30, 2013 by and among Professor Connor’s, Inc., a Delaware corporation (the “Company”) and each of the other parties hereto. Capitalized terms used in this Amendment without separate definition shall have the respective meanings assigned to them in the Amended Fee Agreement (as defined below).
AMENDMENT NO. 2 TO AMENDED AND RESTATED FEE AND REIMBURSEMENT AGREEMENTFee and Reimbursement Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This Amendment No. 2 to Amended and Restated Fee and Reimbursement Agreement (“Amendment”) is entered into as of April 7, 2014 by Freshpet, Inc., a Delaware corporation (formerly known as Professor Connor’s, Inc.) (the “Company”) and each of the other parties hereto. Capitalized terms used in this Amendment without separate definition shall have the respective meanings assigned to them in the Amended Fee Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 2, 2013 (the “Second Amendment Effective Date”), among (1) PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Agreement (the “Lenders”) and (3) ONEWEST BANK, FSB (“OneWest Bank”), as administrative agent for the Lenders (in such capacity, the “Agent”).
September 30, 2013Freshpet, Inc. • September 12th, 2014 • Grain mill products
We refer to that certain Amended and Restated Credit Agreement dated as of April 15, 2013, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2013 and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of July 3, 2013 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (1) Professor Connor’s, Inc., a Delaware corporation, (“Borrower”), (2) the lenders party thereto from time to time (the “Lenders”) and (3) OneWest Bank, FSB, as administrative agent to the Lenders (the “Agent”). Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2013 (the “First Amendment Effective Date”), among (1) PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Borrower”) (2) the several banks and other lenders from time to time parties to this Agreement (the “Lenders”) and (3) ONEWEST BANK, FSB (“OneWest Bank”), as administrative agent for the Lenders (in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • New York
THIS AGREEMENT is dated as of December 23, 2010, by and between Professor Connor’s, Inc., a Delaware corporation (the “Company”), and Richard Thompson (the “Executive”).
PROFESSOR CONNOR’S, INC. COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • Delaware
This COMMON STOCK WARRANT AGREEMENT (the “Agreement”) is dated as of October 5, 2007, and entered into by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (the “Company”), and CITY NATIONAL BANK, a national banking association (“CNB” or the “Warrant Holder”). (The Warrant (as hereinafter defined) may be transferred to one or more transferees in whole or in part from time to time; accordingly in the event of such a transfer, “Warrant Holder” shall mean each and every holder of the Warrant, or any part thereof, from time to time). Capitalized terms not otherwise defined shall have the meaning ascribed to them in the Loan Agreement (as defined below).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between PROFESSOR CONNOR’S, INC. as Borrower, and CITY NATIONAL BANK as Lender Dated as of December 23, 2010Loan and Security Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of December 23, 2010, by and between CITY NATIONAL BANK, a national banking association (“Lender”) and PROFESSOR CONNOR’S, INC., a Delaware corporation (“Borrower”).
AMENDMENT NUMBER THREE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • California
THIS AMENDMENT NUMBER THREE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 8, 2012 is entered into by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 12th, 2014 • Freshpet, Inc. • Grain mill products • California
THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 3, 2013 is entered into by and between PROFESSOR CONNOR’S, INC., a Delaware corporation (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
