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Form of Amended And Restated Transaction Services Agreement

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Exhibit 10.19


THIS AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT, made this _____ day of April, 2004, by and between Bruckmann, Rosser, Sherrill & Co., Inc., a Delaware corporation (" BRS" ), B&G Foods Holdings Corp., a Delaware corporation (" Holdings" ), and B&G Foods, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (" B&G" and together with Holdings, the " Company" ).

W I T N E S S E T H :

WHEREAS, BRS, Holdings and B&G are parties to the Transactions Services Agreement, dated as of August 11, 1997 (the " Existing Transaction Services Agreement" ), and desire to amend and restate the Existing Transaction Services Agreement in its entirety subject to and effective upon consummation of the contemplated initial public offering (the " Initial Public Offering" ) by Holdings of Enhanced Income Securities (" EISs" ), each initially representing one share of Holdings' Class A Common Stock, par value $0.01 per share (the " Class A Common Stock" ) and $6.00 aggregate principal amount of Holdings' Senior Subordinated Notes (the " Senior Subordinated Notes" ) pursuant to a registration statement on Form S-1 filed under the Securities Act of 1933, as amended.

WHEREAS, immediately prior to the Initial Public Offering, B&G will be merged with and into Holdings and Holdings will be renamed B&G Foods, Inc.

WHEREAS, the Company desires to retain BRS to provide business and organizational strategy, financial and investment management, and merchant and investment banking services to the Company, upon the terms and conditions hereinafter set forth, and BRS is willing to undertake such obligations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. Amendment and Restatement . Each party hereto agrees that effective upon the closing of the Initial Public Offering the Existing Transaction Services Agreement shall be amended and restated and replaced in its entirety with this Agreement provided that such closing occurs not later than June 30, 2004. 2. Appointment . The Company hereby engages BRS, and BRS hereby agrees under the terms and conditions set forth herein, to provide certain services to the Company as described in Section 4 hereof. 3. Term . The term of this Agreement shall commence on the date hereof and shall continue until the tenth anniversary of this Agreement (the " Term" ), provided , however , that the Term shall be automatically extended for successive one-year periods unless either the Company or BRS shall give written notice to the other at least ninety (90) days prior thereto that the Term shall not be so extended.

4. Duties of BRS . BRS shall provide the Company with business, management, financial, merchant and investment banking and strategic and corporate advisory services (collectively, the " Services" ) in connection with any acquisition, divestiture, financing or other transaction (each, a " Transaction" ) in which the Company or its subsidiaries may be, or may consider becoming, involved. The Services will be provided at such times and places as may reasonably be determined by BRS. 4.1. Exclusions from " Services" . Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definition of " Services" : (i) Independent Accounting Services . Accounting Services rendered to the Company or BRS, with prior notice and consultation with the Company' s management, by an independent accounting firm or accountant ( i.e. , an accountant who is not an employee of BRS); (ii) Legal Services . Legal services rendered to the Company, or BRS with prior notice and consultation with the Company' s management, by an independent law firm or attorney (i.e., an attorney who is not an employee of BRS); and (iii) Management Services . Management and other business and organizational strategy, financial and investment management, and merchant and investment banking services. 5. Power of BRS . So that it may properly perform its duties hereunder, BRS shall, subject to Section 8 hereof, have the authority and power to do all things necessary and proper to carry out the duties set forth in Section 4 . 6. Compensation . As consideration payable to BRS or any of its affiliates for providing the Services to the Company, the Company shall pay to BRS: (a) Upon the consummation of any Transaction, a transaction fee (" Transaction Fee" ) equal to one percent (1%) of the total Transaction value (which shall be equal to the enterprise
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