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Subscribers | 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (235K)
Doc #920979: Click preview link for longer preview.
<DESCRIPTION>REORGANIZATION AGREEMENT
<TEXT>
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
<PAGE>
TABLE OF CONTENTS
------------- . . .
920979
|
Ralcorp
As referenced in this Agreement and Plan of Reorganization:
RALCORP HOLDINGS, INC. –
EX-2.1
2
0002.txt
REORGANIZATION AGREEMENT
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I. FORMATION OF HOLDING COMPANY AND SUBSIDIARIES 1
1.1. Organization of Holding
_____________
Ralcorp Holdings, Inc. – Takeover Statute 19
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
This Agreement and Plan of Reorganization (the "Agreement") is made and
---------
entered into as of August 7, 2000, by and between Ralcorp Holdings, Inc. , a
Missouri corporation ("Ralcorp") and Agribrands International, Inc., a Missouri
-------
corporation ("Agribrands").
----------
Recitals
--------
A. The respective Special Committees of the Boards of Directors of
Agribrands and Ralcorp have recommended
_____________
Ralcorp Holdings, Inc. – copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los
_____________
RALCORP HOLDINGS, INC. – and delivered by their respective duly authorized officers as of the date
first above written.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ W. P. Stiritz
-------------------
Name: William Stiritz
Title: Chief Executive Officer
RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto
---------------------
Name: J. R. Micheletto
Title: Chief Executive Officer and President
Schedule 1.2
-------------
DIRECTORS OF HOLDING COMPANY
William P. Stiritz - Chairman
David R.
_____________
/Ralcorp Holdings,
Inc. – Jay W. Brown
Martin K. Sneider
EXHIBIT A
---------
FORM OF
AGREEMENT AND PLAN OF MERGER
----------------------------
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated
_________, 2000, between [Agribrands International, Inc./Ralcorp Holdings,
Inc. ], a Missouri corporation (the "Company"), and Merger Sub ____, a Missouri
corporation ("Merger Sub ___").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as
_____________
dt 1335000
;
Ralcorp
As referenced in this Agreement and Plan of Reorganization:
RALCORP HOLDINGS, INC. –
EX-2.1
2
0002.txt
REORGANIZATION AGREEMENT
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I. FORMATION OF HOLDING COMPANY AND SUBSIDIARIES 1
1.1. Organization of Holding
_____________
Ralcorp Holdings, Inc. – Takeover Statute 19
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
This Agreement and Plan of Reorganization (the "Agreement") is made and
---------
entered into as of August 7, 2000, by and between Ralcorp Holdings, Inc. , a
Missouri corporation ("Ralcorp") and Agribrands International, Inc., a Missouri
-------
corporation ("Agribrands").
----------
Recitals
--------
A. The respective Special Committees of the Boards of Directors of
Agribrands and Ralcorp have recommended
_____________
Ralcorp Holdings, Inc. – copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los
_____________
RALCORP HOLDINGS, INC. – and delivered by their respective duly authorized officers as of the date
first above written.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ W. P. Stiritz
-------------------
Name: William Stiritz
Title: Chief Executive Officer
RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto
---------------------
Name: J. R. Micheletto
Title: Chief Executive Officer and President
Schedule 1.2
-------------
DIRECTORS OF HOLDING COMPANY
William P. Stiritz - Chairman
David R.
_____________
/Ralcorp Holdings,
Inc. – Jay W. Brown
Martin K. Sneider
EXHIBIT A
---------
FORM OF
AGREEMENT AND PLAN OF MERGER
----------------------------
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated
_________, 2000, between [Agribrands International, Inc./Ralcorp Holdings,
Inc. ], a Missouri corporation (the "Company"), and Merger Sub ____, a Missouri
corporation ("Merger Sub ___").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as
_____________
dt 1335014
;
 A.G. Edwards
As referenced in this Agreement and Plan of Reorganization:
A.G.
Edwards & Sons, Inc – any liability for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated hereby other
than pursuant to the agreements with Banc of America Securities LLC and A.G.
Edwards & Sons, Inc ., accurate and complete copies of which have been provided
to Agribrands.
5.14. MATERIAL CONTRACTS.
-------------------
Neither Ralcorp nor any Ralcorp Subsidiary is a party or is subject to any
_____________
A.G. Edwards & Sons, Inc – 18. FAIRNESS OPINION.
-----------------
Ralcorp's Board of Directors and the Special Committee of the Ralcorp Board
of Directors received from their respective financial advisors, Banc of America
Securities LLC and A.G. Edwards & Sons, Inc ., opinions to the effect that the
Merger Consideration is fair to the holders of Ralcorp Common Stock from a
financial point of view.
5.19. TAKEOVER STATUTES AND CHARTER.
--------------------------------
_____________
dt 1323636
;
|
BofA Securities
As referenced in this Agreement and Plan of Reorganization:
Banc of America Securities LLC – any
broker or finder or incurred any liability for any brokerage fees, commissions
or finders' fees in connection with the transactions contemplated hereby other
than pursuant to the agreements with Banc of America Securities LLC and A.G.
Edwards & Sons, Inc., accurate and complete copies of which have been provided
to Agribrands.
5.14. MATERIAL CONTRACTS.
-------------------
Neither Ralcorp nor any Ralcorp Subsidiary is a
_____________
Banc of America
Securities LLC – a Ralcorp Material Adverse Effect.
5.18. FAIRNESS OPINION.
-----------------
Ralcorp's Board of Directors and the Special Committee of the Ralcorp Board
of Directors received from their respective financial advisors, Banc of America
Securities LLC and A.G. Edwards & Sons, Inc., opinions to the effect that the
Merger Consideration is fair to the holders of Ralcorp Common Stock from a
financial point of view.
_____________
dt 1355807
;
 Bryan Cave
As referenced in this Agreement and Plan of Reorganization:
Bryan Cave – Merger and the Ralcorp
Merger.
(c) Subject to the terms and conditions of this Agreement, the closing
of the Mergers (the "Closing") shall take place (a) at the offices of Bryan Cave
-------
LLP, One Metropolitan Square, Suite 3600, St. Louis, Missouri, at 10:00 a.m.
local time, on the fifth Business Day following the day on which the last to
_____________
Bryan Cave – PAGE>
with a copy to:
Latham & Watkins
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
Attention: Gary Olson, Esq.
Telecopy: (213) 891-8763
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
_____________
Bryan Cave – 7663
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071
Attention: Andrew E. Bogen, Esq.
Telecopy: (213) 229-7520
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
11.6. BINDING EFFECT; ASSIGNMENT.
----------------------------
This Agreement and all
_____________
Bryan Cave – Ralcorp and Agribrands shall pay
one-half of the expenses related to printing, filing and mailing the Form S-4
and the Proxy Statement/Prospectus, the fees and expenses of Bryan Cave LLP and
all SEC and other regulatory filing fees incurred in connection with the Mergers
or the issuance of the Holding Company Common Stock. Without limiting the
generality of
_____________
dt 1392536
;
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Agreement and Plan of Merger
Agreement and Plan of Merger (148K)
Doc #1577761: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
CARGILL, INCORPORATED
ABACUS ACQUISITION CORP.
and
AGRIBRANDS INTERNATIONAL, INC.
dated as of December 1, 2000
<PAGE>
TABLE OF CONTENTS
Page
AGREEMENT AND PLAN OF MERGER...................................................1
. . .
1577761
|
Ralcorp
As referenced in this Agreement and Plan of Merger:
Ralcorp Holdings, Inc. – do not or would not reasonably be expected to have a Company Material Adverse
Effect. The Agreement and Plan of Reorganization, dated as of August 7, 2000, by
and between Ralcorp Holdings, Inc. ("Ralcorp") and the Company and the
agreements ancillary thereto to which the Company is a party have been
terminated and the Company shall have no further obligations thereunder (other
_____________
dt 1641513
;
Ralcorp
As referenced in this Agreement and Plan of Merger:
Ralcorp Holdings, Inc. – do not or would not reasonably be expected to have a Company Material Adverse
Effect. The Agreement and Plan of Reorganization, dated as of August 7, 2000, by
and between Ralcorp Holdings, Inc. ("Ralcorp") and the Company and the
agreements ancillary thereto to which the Company is a party have been
terminated and the Company shall have no further obligations thereunder (other
_____________
dt 1641514
;
|
Bryan Cave
As referenced in this Agreement and Plan of Merger:
Bryan Cave – have the effects as set
forth in Section 351.450 of the Missouri Code.
(b) The closing of the Merger (the "Closing") shall take
place (a) at the offices of Bryan Cave LLP, One Metropolitan Square, Suite 3600,
1
St. Louis, Missouri, at 10:00 a.m. local time, on the fifth business day
following the day on which the
_____________
Bryan Cave – 0409
with a copy to:
Latham & Watkins
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
Attention: Gary Olson, Esq.
Telecopy: (213) 891-8763
and with a copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Parent or Merger Sub, to:
_____________
dt 1654550
;
Fried Frank
As referenced in this Agreement and Plan of Merger:
Fried, Frank – with the Company and SAB in reviewing drafts of the Second Supplemental
Ruling Request (which drafts shall be made available, when reasonably complete,
to Parent and its outside tax counsel, Fried, Frank , Harris, Shriver & Jacobson
("FF")), and in otherwise responding to any reasonable requests for information
that may be reasonably required in connection with the preparation or IRS
processing of the
_____________
Fried, Frank – P.O. Box 5624
Minneapolis, MN 55440
Attention: Linda L. Cutler, Esq.
Vice President, Assistant General Counsel and
Assistant Secretary
Telecopy: (952) 742-6349
36
with a copy to:
Fried, Frank , Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Gary P. Cooperstein, Esq.
Telecopy: (212) 859-4000
10.6. Binding Effect; Assignment. This Agreement and
_____________
dt 1680701
;
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Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (231K)
Doc #1577774: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
================================================================================
<PAGE>
Table of Contents
Page
ARTICLE . . .
1577774
|
Ralcorp
As referenced in this Agreement and Plan of Reorganization:
RALCORP HOLDINGS, INC. – DOCUMENT>
EX-2.1
2
0002.txt
AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 2.1
Execution Copy
================================================================================
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
================================================================================
Table of Contents
Page
ARTICLE I.FORMATION OF HOLDING COMPANY AND SUBSIDIARIES........................1
1.1. Organization of Holding
_____________
Ralcorp Holdings, Inc. – Statute..............................................................19
iii
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is made and
entered into as of August 7, 2000, by and between Ralcorp Holdings, Inc. , a
Missouri corporation ("Ralcorp") and Agribrands International, Inc., a Missouri
corporation ("Agribrands").
Recitals
A. The respective Special Committees of the Boards of Directors
of Agribrands and Ralcorp have recommended
_____________
Ralcorp Holdings, Inc. – copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
53
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand
_____________
RALCORP HOLDINGS, INC. – their respective duly authorized officers as of
the date first above written.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ W.P. Stiritz
---------------------------------------
Name: W.P. Stiritz
-------------------------------------
Title: Chief Executive Officer and President
--------------------------------------
RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto
-----------------------------------------
Name: J. R. Micheletto
---------------------------------------
Title: Chief Executive Officer and President
--------------------------------------
Schedule 1.2
DIRECTORS OF HOLDING COMPANY
William P. Stiritz - Chairman
David R.
_____________
/Ralcorp Holdings, Inc. – Jay W. Brown
Martin K. Sneider
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated _________, 2000,
between [Agribrands International, Inc./Ralcorp Holdings, Inc. ], a Missouri
corporation (the "Company"), and Merger Sub ____, a Missouri corporation
("Merger Sub ___").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as
_____________
dt 1335003
;
Ralcorp
As referenced in this Agreement and Plan of Reorganization:
RALCORP HOLDINGS, INC. – DOCUMENT>
EX-2.1
2
0002.txt
AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 2.1
Execution Copy
================================================================================
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
RALCORP HOLDINGS, INC.
AND
AGRIBRANDS INTERNATIONAL, INC.,
DATED AS OF
AUGUST 7, 2000
================================================================================
Table of Contents
Page
ARTICLE I.FORMATION OF HOLDING COMPANY AND SUBSIDIARIES........................1
1.1. Organization of Holding
_____________
Ralcorp Holdings, Inc. – Statute..............................................................19
iii
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is made and
entered into as of August 7, 2000, by and between Ralcorp Holdings, Inc. , a
Missouri corporation ("Ralcorp") and Agribrands International, Inc., a Missouri
corporation ("Agribrands").
Recitals
A. The respective Special Committees of the Boards of Directors
of Agribrands and Ralcorp have recommended
_____________
Ralcorp Holdings, Inc. – copy to:
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Attention: Don G. Lents, Esq.
Telecopy: (314) 259-2020
and
(ii) if to Ralcorp, to:
Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Attention: Chief Executive Officer
and President
Telecopy: (314) 877-7663
53
with a copy to:
Gibson, Dunn & Crutcher
333 South Grand
_____________
RALCORP HOLDINGS, INC. – their respective duly authorized officers as of
the date first above written.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ W.P. Stiritz
---------------------------------------
Name: W.P. Stiritz
-------------------------------------
Title: Chief Executive Officer and President
--------------------------------------
RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto
-----------------------------------------
Name: J. R. Micheletto
---------------------------------------
Title: Chief Executive Officer and President
--------------------------------------
Schedule 1.2
DIRECTORS OF HOLDING COMPANY
William P. Stiritz - Chairman
David R.
_____________
/Ralcorp Holdings, Inc. – Jay W. Brown
Martin K. Sneider
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated _________, 2000,
between [Agribrands International, Inc./Ralcorp Holdings, Inc. ], a Missouri
corporation (the "Company"), and Merger Sub ____, a Missouri corporation
("Merger Sub ___").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated as
_____________
dt 1335017
;
|
A.G. Edwards
As referenced in this Agreement and Plan of Reorganization:
A.G. Edwards & Sons, Inc – any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated hereby other than pursuant to the agreements
with Banc of America Securities LLC and A.G. Edwards & Sons, Inc ., accurate and
complete copies of which have been provided to Agribrands.
5.14. Material Contracts. Neither Ralcorp nor any Ralcorp Subsidiary
is a party or is subject to any
_____________
A.G. Edwards & Sons,
Inc – 18. Fairness Opinion. Ralcorp's Board of Directors and the Special
Committee of the Ralcorp Board of Directors received from their respective
financial advisors, Banc of America Securities LLC and A.G. Edwards & Sons,
Inc ., opinions to the effect that the Merger Consideration is fair to the
holders of Ralcorp Common Stock from a financial point of view.
5.19. Takeover Statutes and Charter.
_____________
dt 1323673
;
BofA Securities
As referenced in this Agreement and Plan of Reorganization:
Banc of America Securities LLC – any broker or finder or incurred any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated hereby other than pursuant to the agreements
with Banc of America Securities LLC and A.G. Edwards & Sons, Inc., accurate and
complete copies of which have been provided to Agribrands.
5.14. Material Contracts. Neither Ralcorp nor any Ralcorp Subsidiary
is a
_____________
Banc of America Securities LLC – a Ralcorp Material Adverse Effect.
5.18. Fairness Opinion. Ralcorp's Board of Directors and the Special
Committee of the Ralcorp Board of Directors received from their respective
financial advisors, Banc of America Securities LLC and A.G. Edwards & Sons,
Inc., opinions to the effect that the Merger Consideration is fair to the
holders of Ralcorp Common Stock from a financial point of view.
_____________
dt 1357621
;
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Subscribers | 2004 |
Agreement of Sale
Agreement of Sale (164K)
Doc #334502: Click preview link for longer preview.
AGREEMENT OF SALE
by and between
ST. LOUIS PT 800 MARKET STREET
ASSOCIATES LIMITED LIABILITY COMPANY,
a Delaware limited liability company,
as Seller
and
FIRST STATES GROUP, L.P.,
a Delaware limited partnership,
as Buyer
Re: Bank of America Plaza
St. Louis, Missouri
Date: As of October 23, 2003
Table of Contents
Paragraph
Caption
Page
1.
Sale . . .
334502
|
Ralcorp
As referenced in this Agreement of Sale:
Ralcorp Holdings, Inc. – The Market Street Associates of St. Louis, a Missouri general partnership, as Landlord, and International Business Machines Corporation, a New York corporation, as Tenant, and acknowledged and agreed to by Ralcorp Holdings, Inc. , (f/k/a Ralston Foods, Inc.) a Missouri corporation, as Prime Subtenant, and Marsh & McLennan Incorporated, a Delaware corporation, and William M. Mercer, Incorporated, a Delaware corporation, collectively,
_____________
Ralcorp Holdings, Inc. – Louis, a Missouri general partnership, Original Landlord, and International Business Machines, a New York corporation, as Tenant.
F.
Notice of Election of 23rd Floor letter dated June 25, 2002 from Ralcorp Holdings, Inc. (f/k/a Ralston Foods, Inc.), as Subtenant to International Business Machines, as Tenant.
III. Office Lease dated July 1, 1982 by and between The Market Street Associates of
_____________
Ralcorp Holdings, Inc. – corporation, as Tenant.
C.
**First Amendment to Office Lease dated August 8, 1997, by and between The Market Street Associates of St. Louis, a Missouri general partnership, as Landlord, and Ralcorp Holdings, Inc. (f/k/a Ralston Foods, Inc.) a Missouri corporation, as Tenant.
V. Retail Lease dated February 24, 2000 by and between The Market Street Associates of St. Louis, as
_____________
dt 1334991
;
Ralcorp
As referenced in this Agreement of Sale:
Ralcorp Holdings, Inc. – The Market Street Associates of St. Louis, a Missouri general partnership, as Landlord, and International Business Machines Corporation, a New York corporation, as Tenant, and acknowledged and agreed to by Ralcorp Holdings, Inc. , (f/k/a Ralston Foods, Inc.) a Missouri corporation, as Prime Subtenant, and Marsh & McLennan Incorporated, a Delaware corporation, and William M. Mercer, Incorporated, a Delaware corporation, collectively,
_____________
Ralcorp Holdings, Inc. – Louis, a Missouri general partnership, Original Landlord, and International Business Machines, a New York corporation, as Tenant.
F.
Notice of Election of 23rd Floor letter dated June 25, 2002 from Ralcorp Holdings, Inc. (f/k/a Ralston Foods, Inc.), as Subtenant to International Business Machines, as Tenant.
III. Office Lease dated July 1, 1982 by and between The Market Street Associates of
_____________
Ralcorp Holdings, Inc. – corporation, as Tenant.
C.
**First Amendment to Office Lease dated August 8, 1997, by and between The Market Street Associates of St. Louis, a Missouri general partnership, as Landlord, and Ralcorp Holdings, Inc. (f/k/a Ralston Foods, Inc.) a Missouri corporation, as Tenant.
V. Retail Lease dated February 24, 2000 by and between The Market Street Associates of St. Louis, as
_____________
dt 1312791
;
AFRT
As referenced in this Agreement of Sale:
American Financial Realty Trust. – consummate the transactions described herein.
(c) ERISA. General Electric Company and affiliates thereof do not own, in the aggregate, a five percent (5%) or greater interest in Buyer or in American Financial Realty Trust.
(d) OFAC. Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees,
- 10 -
officers,
_____________
American Financial Realty Trust
– 14 -
Stutzman, Bromberg, Esserman & Plifka
A Professional Corporation
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Attention: John E. Bromberg
Fax: (214) 969-4999
As to Buyer:
c/o American Financial Realty Trust
1725 The Fairway
Jenkinstown, Pennsylvania 19046
Attention: Glenn Blumenthal,
Chief Operating Officer and
Senior Vice President
Fax: (215) 887-2585
with a copy at
the same time to:
c/
_____________
American Financial Realty Trust
– 1725 The Fairway
Jenkinstown, Pennsylvania 19046
Attention: Glenn Blumenthal,
Chief Operating Officer and
Senior Vice President
Fax: (215) 887-2585
with a copy at
the same time to:
c/o American Financial Realty Trust
1725 The Fairway
Jenkinstown, Pennsylvania 19046
Attention: Edward J. Matey Jr.,
Senior Vice President and General Counsel
Fax: (215) 887-9856
or to such other address as the respective
_____________
dt 1373619
;
|
BofA
As referenced in this Agreement of Sale:
Bank of America, N.A. – Office Lease dated June 8, 1999 by and between The Market Street Associates of St. Louis, a Missouri general partnership, as Landlord, and Bank of America, N.A. , a national banking association, successor by merger to NationsBank, N.A., as Tenant.
A.
First Amendment to Amended and Restated Office Lease
_____________
Bank of America, N.A. – limited liability company, as Landlord, successor-in-interest to The Market Street Associates of St. Louis, a Missouri general partnership, Original Landlord, and Bank of America, N.A. , a national banking association, as Tenant, successor-by- merger to NationsBank, N.A., as Original Tenant.
B.
Second Amendment to Amended and
_____________
Bank of America, N.A. – limited liability company, as Landlord, successor-in-interest to The Market Street Associates of St. Louis, a Missouri general partnership, Original Landlord, and Bank of America, N.A. , a national banking association, as Tenant, successor-by-merger to NationsBank, N.A., as Original Tenant.
II. Amended and Restated Office Lease
_____________
dt 659893
;
Cigna
As referenced in this Agreement of Sale:
CIGNA Investments – General Electric Asset Management Incorporated
3003 Summer Street
P.O. Box 7900
Stamford, CT 06905 (Seller)
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
c/o CIGNA Investments
900 Cottage Grove Road
Hartford, CT 06152-2319
Attn: Investment Services, S-319 (Lender)
Re:
Lease dated , (the Lease) executed between (Landlord),
_____________
dt 650593
;
Keybank
As referenced in this Agreement of Sale:
KeyBank Na – St. Louis PT 800 Market Street Associates Limited Liability Company, Landlord, in favor of Conning Asset Management Company, a Missouri corporation, Tenant, and KeyBank Na tional Association, a national banking association, Lender.
VII. Lease dated December 12, 2001, between St. Louis PT 800 Market Street Limited Liability Company,
_____________
dt 685794
|
| Preview
Subscribers | 2006 |
Bylaws
Bylaws (37K)
Doc #920251: Click preview link for longer preview.
Amended Bylaws
Exhibit
99.1
BYLAWS
OF
RALCORP
HOLDINGS, INC.
(As
Amended February 2, 2006)
*
* *
ARTICLE
I - . . .
920251
|
Ralcorp
As referenced in this Bylaws:
RALCORP
HOLDINGS, INC. – Ralcorp Holdings Inc
EX-99.1
2
by-laws.htm
AMENDED BYLAWS
Amended Bylaws
Exhibit
99.1
BYLAWS
OF
RALCORP
HOLDINGS, INC.
(As
Amended February 2, 2006)
*
* *
ARTICLE
I - SHAREHOLDERS
SECTION
1. ANNUAL
MEETING:
The
annual meeting of shareholders shall be held at the principal office of the
Company, or
_____________
"RALCORP
HOLDINGS, INC. – meeting and any adjournment of the meeting.
ARTICLE
V - SEAL, BOOKS, FISCAL YEAR
SECTION
1. SEAL:
The
corporate seal of the Company shall be a circular seal; the words "RALCORP
HOLDINGS, INC. , ST. LOUIS, MO." shall be embossed in the outer margin; and
the
words "SEAL 1996" shall be embossed in the central circular field; an impression
of the same is
_____________
dt 1334995
;
|
Ralcorp
As referenced in this Bylaws:
RALCORP
HOLDINGS, INC. – Ralcorp Holdings Inc
EX-99.1
2
by-laws.htm
AMENDED BYLAWS
Amended Bylaws
Exhibit
99.1
BYLAWS
OF
RALCORP
HOLDINGS, INC.
(As
Amended February 2, 2006)
*
* *
ARTICLE
I - SHAREHOLDERS
SECTION
1. ANNUAL
MEETING:
The
annual meeting of shareholders shall be held at the principal office of the
Company, or
_____________
"RALCORP
HOLDINGS, INC. – meeting and any adjournment of the meeting.
ARTICLE
V - SEAL, BOOKS, FISCAL YEAR
SECTION
1. SEAL:
The
corporate seal of the Company shall be a circular seal; the words "RALCORP
HOLDINGS, INC. , ST. LOUIS, MO." shall be embossed in the outer margin; and
the
words "SEAL 1996" shall be embossed in the central circular field; an impression
of the same is
_____________
dt 1335009
|
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Bylaws
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Credit Agreement
Credit Agreement (230K)
Doc #920240: Click preview link for longer preview.
Exhibit 10.4
EXECUTION
COPY
$150,000,000
CREDIT
AGREEMENT
AMONG
RALCORP
HOLDINGS, INC.
as
Borrower,
THE
LENDERS NAMED HEREIN,
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent,
CITIBANK,
N.A.,
as
Syndication Agent,
and
WACHOVIA
BANK, NATIONAL ASSOCIATION,
U.S.
BANK
NATIONAL ASSOCIATION,
SUNTRUST
BANK,
and
PNC
. . .
920240
|
Ralcorp
As referenced in this Credit Agreement:
RALCORP
HOLDINGS, INC. – Ralcorp Holdings Inc
EX-10.4
5
credit_agreement.htm
CREDIT AGREEMENT
Credit Agreement
Exhibit 10.4
EXECUTION
COPY
$150,000,000
CREDIT
AGREEMENT
AMONG
RALCORP
HOLDINGS, INC.
as
Borrower,
THE
LENDERS NAMED HEREIN,
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent,
CITIBANK,
N.A.,
as
Syndication Agent,
and
WACHOVIA
BANK, NATIONAL
_____________
RALCORP HOLDINGS,
INC. – 160;- Investments
Schedule
6.17 - Liens
CREDIT
AGREEMENT
This
Credit Agreement, dated as of December 27, 2005, is among RALCORP HOLDINGS,
INC. , a Missouri corporation, the Lenders, JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent, CITIBANK, N.A., individually and
as
Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, individually and
_____________
Ralcorp Holdings, Inc. – sections 1 et seq.,
as the
same may be amended from time to time, and any successor thereto or
replacement
therefor which may be hereafter enacted.
"Borrower"
means Ralcorp Holdings, Inc. , a Missouri corporation.
"Borrowing
Date" means a date on which an Advance is made or a Facility Letter
of Credit is
issued hereunder.
"
_____________
Ralcorp Holdings, Inc. – rate is not such a multiple.
"Existing
Credit Agreement" means that certain credit agreement among JPMorgan
Chase Bank,
N.A., as administrative agent, the financial institutions party thereto,
and
Ralcorp Holdings, Inc. dated as of October 15, 2004, as amended.
"Facility
Letter of Credit" means a Letter of Credit issued pursuant to Section
2.19.
"Facility
Letter of Credit
_____________
RALCORP
HOLDINGS, INC. – 160;
IN
WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have
executed this Agreement as of the date first above written.
RALCORP
HOLDINGS, INC.
By:
/s/ Scott
Monette
Print
_____________
dt 1334994
;
Ralcorp
As referenced in this Credit Agreement:
RALCORP
HOLDINGS, INC. – Ralcorp Holdings Inc
EX-10.4
5
credit_agreement.htm
CREDIT AGREEMENT
Credit Agreement
Exhibit 10.4
EXECUTION
COPY
$150,000,000
CREDIT
AGREEMENT
AMONG
RALCORP
HOLDINGS, INC.
as
Borrower,
THE
LENDERS NAMED HEREIN,
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent,
CITIBANK,
N.A.,
as
Syndication Agent,
and
WACHOVIA
BANK, NATIONAL
_____________
RALCORP HOLDINGS,
INC. – 160;- Investments
Schedule
6.17 - Liens
CREDIT
AGREEMENT
This
Credit Agreement, dated as of December 27, 2005, is among RALCORP HOLDINGS,
INC. , a Missouri corporation, the Lenders, JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent, CITIBANK, N.A., individually and
as
Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, individually and
_____________
Ralcorp Holdings, Inc. – sections 1 et seq.,
as the
same may be amended from time to time, and any successor thereto or
replacement
therefor which may be hereafter enacted.
"Borrower"
means Ralcorp Holdings, Inc. , a Missouri corporation.
"Borrowing
Date" means a date on which an Advance is made or a Facility Letter
of Credit is
issued hereunder.
"
_____________
Ralcorp Holdings, Inc. – rate is not such a multiple.
"Existing
Credit Agreement" means that certain credit agreement among JPMorgan
Chase Bank,
N.A., as administrative agent, the financial institutions party thereto,
and
Ralcorp Holdings, Inc. dated as of October 15, 2004, as amended.
"Facility
Letter of Credit" means a Letter of Credit issued pursuant to Section
2.19.
"Facility
Letter of Credit
_____________
RALCORP
HOLDINGS, INC. – 160;
IN
WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have
executed this Agreement as of the date first above written.
RALCORP
HOLDINGS, INC.
By:
/s/ Scott
Monette
Print
_____________
dt 1335008
;
Citibank
As referenced in this Credit Agreement:
CITIBANK,
N.A. – 000,000
CREDIT
AGREEMENT
AMONG
RALCORP
HOLDINGS, INC.
as
Borrower,
THE
LENDERS NAMED HEREIN,
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent,
CITIBANK,
N.A. ,
as
Syndication Agent,
and
WACHOVIA
BANK, NATIONAL ASSOCIATION,
U.S.
BANK
NATIONAL ASSOCIATION,
SUNTRUST
BANK,
and
PNC
BANK,
NATIONAL ASSOCIATION,
as
Documentation Agents
DATED
AS
OF
December
_____________
CITIBANK, N.A. – 160;
This
Credit Agreement, dated as of December 27, 2005, is among RALCORP HOLDINGS,
INC., a Missouri corporation, the Lenders, JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent, CITIBANK, N.A. , individually and
as
Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, individually and
as
Documentation Agent, U.S. BANK NATIONAL ASSOCIATION, individually and as
Documentation Agent, PNC BANK, NATIONAL ASSOCIATION, individually
_____________
CITIBANK,
N.A. – 160;
Chicago, IL 60670
Attn:
Telecopy:
(312)
325-3235
Telephone: (312)
325-3239
CITIBANK,
N.A. ,
Individually
and as Syndication Agent
By:
/s/ Wajeeh
Faheem
_____________
CITIBANK,
N.A. – 160;
Address:
Phone:
Fax:
CITIBANK,
N.A. ,
Individually
and as Syndication Agent
By:
/s/ Chris
Conway &#
_____________
dt 1478856
;
|
Vail Resorts, Inc.
As referenced in this Credit Agreement:
Vail
Resorts, Inc – occurred
on the first day of such period, and (ii) in the event that the Borrower
sells
or otherwise disposes of all or any portion of the capital stock of Vail
Resorts, Inc . during such period, then Adjusted EBITDA shall be calculated
by
subtracting (adding) all equity earnings (losses) attributable to such divested
interest for such period.
"Adjusted
Net Income" means,
_____________
Vail Resorts, Inc – for any computation period (a) Net Income for such period,
minus
(plus)
(b)
earnings (losses) during such period attributable to the equity investment
by
the Borrower and its Subsidiaries in Vail Resorts, Inc . and included in the
computation of Net Income for such period, plus
(c) to
the extent not included in the computation of Net Income for such period,
the
sum
_____________
Vail Resorts, Inc – related costs, expenses,
fees and taxes) received by the Borrower or any Subsidiary of the Borrower
during such period from the sale or other disposition of the capital stock
of
Vail Resorts, Inc .
"Administrative
Agent" means JPMorgan Chase Bank, N.A. in its capacity as administrative
agent
for the Lenders pursuant to Article
X,
and not
in its individual capacity as
_____________
Vail Resorts,
Inc – such period attributable to equity investments
by
the Borrower and its Subsidiaries in the capital stock or other equity
interests
in any Person which is not a Subsidiary (other than Vail Resorts,
Inc .).
"Environmental
Claims" means all claims, investigations, litigation, administrative
proceedings, notices, requests for information, whether pending or
threatened,
or judgements or orders, however asserted, by any Governmental Authority
or
_____________
Vail Resorts, Inc – c) the
amount of cash held by the Borrower in excess of $10,000,000, minus
(d) 50%
of the market value of the Borrower’s equity interests in Vail Resorts, Inc . as
of the end of the most recently ended Fiscal Quarter.
"Net
Income" means, for any computation period, with respect to the Borrower on
a
consolidated basis with
_____________
dt 1531797
;
BNY
As referenced in this Credit Agreement:
Bank of
New York, – federal funds brokers
on such
day, as published for such day (or, if such day is not a Business Day,
for the
immediately preceding Business Day) by the Federal Reserve Bank of
New York, or,
if such rate is not so published for any day which is a Business Day,
the
average of the quotations at approximately 10 a.m. (Chicago time) on
_____________
dt 1585168
;
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Subscribers | 2004 |
Credit Agreement
Credit Agreement (247K)
Doc #920479: Click preview link for longer preview.
EXHIBIT 99.1
$150,000,000
CREDIT AGREEMENT
AMONG
RALCORP HOLDINGS, INC.
as Borrower,
THE LENDERS NAMED HEREIN,
JPMORGAN CHASE BANK,
as Administrative Agent,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent,
and
U.S. BANK NATIONAL ASSOCIATION,
PNC BANK, N.A.
and
SUNTRUST BANK,
as Documentation Agents
DATED AS OF
October 15, 2004
J.P. MORGAN SECURITIES INC.
and
WACHOVIA SECURITIES, INC.
as Co-Lead Arrangers
. . .
920479
|
Ralcorp
As referenced in this Credit Agreement:
RALCORP HOLDINGS, INC. – 2004 Credit Agreement
EXHIBIT 99.1
$150,000,000
CREDIT AGREEMENT
AMONG
RALCORP HOLDINGS, INC.
as Borrower,
THE LENDERS NAMED HEREIN,
JPMORGAN CHASE BANK,
as Administrative Agent,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent,
and
U.S. BANK NATIONAL ASSOCIATION,
PNC BANK, N.A.
_____________
RALCORP HOLDINGS, INC. – Schedule 5.16
-
Properties
Schedule 5.17
-
Indebtedness
Schedule 6.15
-
|