Property Schedule
Real Estate Schedule
Litigation Schedule
Employee Benefits Schedule
Affiliate Transactions Schedule
Insurance Schedule
Employees Schedule
Contracts Schedule
iv
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is made as of May 7, 2003, by and among McCormick
& Company, Incorporated, a Maryland corporation (the "Purchaser"), Zatarain's
Brands, Inc., a Delaware corporation (the "Company"), and the stockholders and
warrant holders listed on the stockholder signature pages attached hereto (each
a "Seller" and collectively, the "Sellers").
The Purchaser, the Sellers and the
Company are sometimes referred to collectively herein as the "Parties."
Certain
capitalized terms which are used herein are defined in Section 8 below.
WHEREAS, as of the date hereof, the Sellers collectively own 100% of the
Outstanding Capital Stock of the Company (the "Zatarain Stock");
WHEREAS, the parties desire to enter into this Agreement pursuant to which the
Sellers agree to sell to the Purchaser and the Purchaser agrees to purchase from
the Sellers all of the Zatarain Stock;
NOW, THEREFORE, in consideration of the premises and the mutual promises made
herein, and in consideration of the representations, warranties, and covenants
herein contained, the Parties hereby agree as follows:
SECTION 1.
THE CLOSING:
PURCHASE AND SALE OF STOCK.
1.1
PURCHASE AND SALE.
AT THE CLOSING, SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN SECTIONS 7.1 AND 7.2 BELOW, AS APPLICABLE, THE PURCHASER
SHALL PURCHASE FROM THE SELLERS AND THE SELLERS SHALL SELL, CONVEY, ASSIGN,
TRANSFER, AND DELIVER TO THE PURCHASER, ALL OF THE ZATARAIN STOCK.
1.2
PURCHASE PRICE.
THE CASH PURCHASE PRICE (THE "PURCHASE PRICE") FOR
THE ZATARAIN STOCK SHALL CONSIST OF $180,000,000, TO BE PAID BY THE PURCHASER AS
DESCRIBED IN SECTION 1.4 BELOW, AS ADJUSTED, IF AT ALL, PURSUANT TO SECTION 1.5
BELOW.
1.3
THE CLOSING.
THE CLOSING OF THE PURCHASE AND SALE OF THE ZATARAIN
STOCK (THE "SALE"), AND THE TRANSACTIONS RELATING THERETO (COLLECTIVELY, THE
"CLOSING") SHALL TAKE PLACE AT THE OFFICES OF KIRKLAND & ELLIS, 153 EAST 53RD
STREET, NEW YORK, NEW YORK (OR AT SUCH OTHER LOCATION AS THE PARTIES MAY AGREE),
COMMENCING AT 10:00 A.M. LOCAL TIME ON JUNE 2, 2003 OR, SUBJECT TO SECTION 9.1
BELOW, ON THE SECOND BUSINESS DAY FOLLOWING THE SATISFACTION OR WAIVER OF ALL
CONDITIONS TO THE OBLIGATIONS OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY (OTHER THAN CONDITIONS WITH RESPECT TO ACTIONS THE
RESPECTIVE PARTIES SHALL TAKE AT THE CLOSING ITSELF).
THE DATE AND TIME OF THE
CLOSING ARE REFERRED TO AS THE "CLOSING DATE."
1.4
PAYMENT OF THE PURCHASE PRICE.
AT THE CLOSING, SUBJECT TO THE
SATISFACTION OR WAIVER OF EACH OF THE CONDITIONS SPECIFIED IN SECTIONS 7.1 AND
7.2 BELOW:
(A)
THE PURCHASER SHALL PAY $3,600,000 (THE "INDEMNITY ESCROW FUND")
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO BANK ONE, N.A., ESCROW AGENT
(THE "ESCROW AGENT"), AS SECURITY FOR ANY AMOUNTS OWED TO THE PURCHASER PURSUANT
TO THE INDEMNIFICATION
PROVISIONS SET FORTH IN SECTION 6.2.
THE INDEMNITY ESCROW FUND SHALL BE HELD BY
THE ESCROW AGENT PURSUANT TO THE TERMS AND