Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Contribution Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Contribution Agreement

Entities:

Northland Cranberries Inc.; U.S. Bank, NA; Schulte Roth & Zabel LLP

Date:

2005

Size:

40KB total

Price:

$34

ID:

#879070

 

 

► Financing ► Contribution Agreements
► Consumer
► Financial
► Services ► Legal

 

 

Start of Preview



CONTRIBUTION AGREEMENT

By and Among

SUN NORTHLAND, LLC

FIRST GENERATION LLC

WELLS FARGO FOOTHILL, INC.

ABLECO HOLDING LLC

ARK CLO 2000-1 LIMITED

JOHN SWENDROWSKI

and

NEW HARVEST, INC.

Dated as of September 26, 2005



TABLE OF CONTENTS

Page

 
ARTICLE I DEFINITIONS 2 
          1.1      Definitions

ARTICLE II CAPITAL CONTRIBUTIONS
4 
          2.1      Capital Contribution
          2.2      Additional Capital Contributions

ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
4 
          3.1      Organization and Good Standing
          3.2      Authority Relative to this Agreement
          3.3      Validly Issued and Authorized
          3.4      Capitalization of the Company
          3.5      No Violation

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS
5 
          4.1      Organization and Good Standing
          4.2      Authority Relative to this Agreement
          4.3      No Violation
          4.4      Investment Intent

ARTICLE V CONDITIONS PRECEDENT TO CONTRIBUTORS' OBLIGATIONS
6 
          5.1      Representations and Warranties True of the Closing Date
          5.2      Absence of Litigation
          5.3      Dissemination of Schedule 13E-3
          5.4      Shareholders' Agreement

ARTICLE VI CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
7 
          6.1      Representations and Warranties True of the Closing Date
          6.2      Absence of Litigation
          6.3      Dissemination of Schedule 13E-3
          6.4      Shareholders' Agreement

ARTICLE VII COVENANTS AND CONDITIONS
7 
          7.1      Authorized Shares
          7.2      Termination of Registration Agreement
          7.3      Exercise of Warrant

ARTICLE VIII CLOSING
8 
          8.1      Time and Place of Closing
          8.2      Closing Deliveries
          8.3      Section 351 Statements

i


          8.4      Further Assurances

ARTICLE IX TERMINATION
9 
          9.1      Right of Termination Without Breach
          9.2      Termination for Breach

ARTICLE X GENERAL PROVISIONS
10 
          10.1      Notices 10 
          10.2      Survival 10 
          10.3      Expenses 10 
          10.4      Complete Agreement 10 
          10.5      GOVERNING LAW 10 
          10.6      Severability 11 
          10.7      Section Headings; Construction 11 
          10.8      Further Assurances 11 
          10.9      Assignability and Parties in Interest 11 
          10.10    Counterparts 11 
          10.11    Amendment and Modification 12 


ii


CONTRIBUTION AGREEMENT

        THIS CONTRIBUTION AGREEMENT, dated as of September 26, 2005 (this Agreement), is made and entered into by and among by and among Sun Northland, LLC (Sun Northland), First Generation LLC (First Generation), Wells Fargo Foothill, Inc. (f/k/a Foothill Capital Corporation) (Wells Fargo), Ableco Holding LLC (Ableco), ARK CLO 2000-1 Limited (ARK CLO), John Swendrowski (Sun Northland, First Generation, Wells Fargo, Ableco, ARK CLO and John Swendrowski sometimes being referred to herein individually as a Contributor and collectively as the Contributors), and New Harvest, Inc., a Wisconsin corporation (Company).

RECITALS

        A.            (i) Sun Northland owns 78,844,820 shares of class A common stock, $0.01 par value per share (Northland Common Stock), of Northland Cranberries, Inc., a Wisconsin corporation (Northland); (ii) First Generation owns 100 shares of Northlands Series B Preferred Stock, $0.01 par value per share (Northland Preferred Stock); (iii) Wells Fargo owns 2,543,053 shares of Northland Common Stock; (iv) Ableco owns a warrant to purchase 2,543,053 shares of Northland Common Stock at an exercise price of $0.01 per share; (v) ARK CLO owns 2,115,820 shares of Northland Common Stock; and (vi) John Swendrowski, in his individual capacity, owns 100,370 shares of Northland Common Stock.

        B.            (i) Sun Northland desires to contribute its shares of Common Stock to Company in return for an equal number of shares of Companys common stock, $0.01 par value per share (Company Common Stock); (ii) First Generation desires to contribute its shares of Preferred Stock to Company in return for an equal number of shares of Companys Series A Preferred Stock, $0.01 par value per share (Company Preferred Stock); (iii) Wells Fargo desires to contribute its shares of Common Stock to Company in return for an equal number of shares of Company Common Stock; (iv) Ableco desires to exercise its warrant and contribute the shares of Common Stock received upon such exercise to the Company in return for an equal number of shares of Company Common Stock; (v) ARK CLO desires to contribute its shares of Common Stock to Company in return for an equal number of shares of Company Common Stock; and (vi) John Swendrowski desires to contribute his shares of Common Stock to Company in return for an equal number of shares of Company Common Stock (such transactions being referred to collectively as the Capital Contributions); and

        C.            On the date hereof, the parties to this Agreement are entering into a Shareholders Agreement in the form attached hereto as Exhibit A (the Shareholders Agreement) to provide for certain rights and obligations with respect to their holdings of shares of Company Common Stock following the Capital Contributions; and

        D.            On the date hereof, Company is entering into a Stock Purchase Agreement (the Stock Purchase Agreement) with (i) U.S. Bank National Association (U.S. Bank); and (ii) Mid America Bank, f.s.b. (successor in interest to Mid America Bank, F.S.B.) (Mid America) (U.S. Bank, ARK CLO and Mid America sometimes being referred to herein collectively as the Bank Group), pursuant to which Company will purchase an aggregate of 5,503,167 shares of Northland Common Stock held by the Bank Group at a price of $0.21 cash per share (the Bank Group Purchase).


        E.            It is intended by the parties that the Capital Contributions occur pursuant to the terms of this Agreement in a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the Code), on the Closing Date (as such term is defined herein), immediately prior to the Bank Group Purchase;

        F.            Promptly following the Capital Contributions and the Bank Group Purchase, Company will own in excess of 90% of each class of capital stock of Northland and intends to merge into Northland in a short-form merger pursuant to Section 180.1104 of the Wisconsin Business Corporation Law (the Merger).


 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC