Agreement Regarding Distribution of Assets
Category: 270 Legal Recent Posts, Asset Purchase, Purchase Agreement
AGREEMENT REGARDING DISTRIBUTION OF ASSETS
THIS AGREEMENT REGARDING DISTRIBUTION OF ASSETS (this “Agreement”) is made as of September 4, 2007, by and between United Country Brands, LLC (“UCB”), its parent organization, CHS Inc. (“CHS”) and Winfield Solutions, LLC (“WS”), and its parent organization, Land O’Lakes, Inc. (“LOL”).
***
II. GENERAL OVERVIEW OF DISTRIBUTION PROCESS
To clarify the intent of the parties, a general overview of the distribution process is as follows:
2.1 Retire Portions of Bank Debt of Agriliance; Additional Payment to CHS. The parties recognize that the assets to be distributed hereunder constitute collateral for the Bank Debt. Further, the parties recognize and agree that the value attributed to the CPP Business Assets exceeds the value attributed to the CN Business Assets. Because the parties intend to maintain their current membership interests in Agriliance after the distribution of assets hereunder, the parties agree that LOL shall, on the Distribution Date, make those payments against the Bank Debt on behalf of Agriliance as set forth in that certain Agreement to Pay Debt dated September 4, 2007, by and between LOL and Agriliance, a copy of which is attached hereto as Exhibit A. To the extent additional funds are necessary to bring into equal balance the value received by each party, LOL shall pay the requisite cash directly to CHS on the Distribution Date.
2.2 Distribution of Assets; Assumption of Certain Liabilities. On the Distribution Date, the parties shall cause the following to occur:
(a) Agriliance shall distribute the CN Business Assets to CHS and CHS shall assume the CN Business Obligations; and,
(b) Agriliance shall distribute the CPP Business Assets to WS and WS shall assume the CPP Business Obligations.
===
Click here for the complete Agreement Regarding Distribution of Assets