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EXHIBIT 4.19
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ATLANTIC PREMIUM BRANDS, LTD.
PREEMPTIVE RIGHTS AGREEMENT
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DATED AS OF MARCH 20, 1998
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TABLE OF CONTENTS
SECTION 1. DEFINITIONS...............................................1
SECTION 2. RIGHTS OFFERING...........................................1
2.1 NOTICE OF RIGHTS OFFERING........................1
2.2 MANNER OF EXERCISE...............................1
2.3 PARTICIPATION BY HOLDER..........................1
SECTION 3. PREEMPTIVE RIGHTS.........................................2
3.1 NOTICE OF PREEMPTION OFFERING....................2
3.2 MANNER OF EXERCISE...............................2
3.3 PARTICIPATION BY HOLDER..........................2
3.4 UNSOLD SECURITIES................................2
SECTION 4. TERMINATION OF RIGHTS.....................................2
SECTION 5. MISCELLANEOUS.............................................3
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PREEMPTIVE RIGHTS AGREEMENT
This is the PREEMPTIVE RIGHTS AGREEMENT dated as of March 20, 1998
("Agreement") by and between ATLANTIC PREMIUM BRANDS, LTD. ("Company"), a
Delaware corporation, and BANC ONE CAPITAL PARTNERS, LLC ("Holder"), a Delaware
limited liability company, provided for in and entered into pursuant to the
Senior Subordinated Note and Warrant Purchase Agreement, dated as of the date of
this Agreement, as amended, restated, supplemented or otherwise modified from
time to time ("Purchase Agreement") by and among the Holder, as purchaser, and
the Company and certain of its subsidiaries, as sellers. The Company and the
Holder are referred to collectively as the "Parties" and individually as a
"Party."
THIS AGREEMENT IS ONE OF THE "RELATED DOCUMENTS" REFERRED TO IN THE
PURCHASE AGREEMENT.
In consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as follows:
SECTION 1. DEFINITIONS
All capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Glossary of Defined Terms attached to the
Purchase Agreement, which definitions are, to the extent applicable,
incorporated in this Agreement by reference.
SECTION 2. RIGHTS OFFERING
At any time after the date hereof and until the termination of this
Agreement, the Holder shall have the right to participate in any Rights Offering
upon the terms and subject to the conditions set forth in this section.
2.1 NOTICE OF RIGHTS OFFERING. The Company shall give the
Holder at least 30 days' prior Notice of each Rights Offering. Such Notice shall
set forth: (i) the proposed commencement date for such Rights Offering; (ii) the
number and description of the securities to be offered pursuant to the Rights
Offering; (iii) the purchase price for such securities; and (iv) other material
terms of the Rights Offering.
2.2 MANNER OF EXERCISE. The Holder may, in the sole exercise of
its discretion, elect to participate in any such Rights Offering by giving
Notice of its irrevocable election to participate to the Company at least
fifteen days prior to the proposed commencement date of such Rights Offering.
2.3 PARTICIPATION BY HOLDER. If it elects to participate in
such Rights Offering, the Holder shall have the right to purchase, pursuant to
such Rights Offering, securities of each type
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issued in such Rights Offering in a maximum number or amount equal to the
Holder's Prorata Share of the total number or amount of each such type of
security offered pursuant to such Rights Offering.
SECTION 3. PREEMPTIVE RIGHTS
At any time after the Holder exercises the Warrant and until the
termination of this Agreement, the Holder shall have the right to participate in
any Preemption Offering upon the terms and subject to the conditions set forth
in this section.
3.1 NOTICE OF PREEMPTION OFFERING. The Company shall give the
Holder at least 30 days' prior Notice of each Preemption Offering. Such Notice
shall set forth: (i) the proposed commencement date for such Preemption
Offering; (ii) the number and description of the securities to be offered
pursuant to the Preemption Offering; (iii) the purchase price for such
securities; and (iv) other material terms of the Preemption Offering.
3.2 MANNER OF EXERCISE. The Holder may, in the sole exercise of
its discretion, elect to participate in any such Preemption Offering by giving
Notice of its election to participate to the Company at least 5 days prior to
the proposed commencement date of such Preemption Offering.
3.3 PARTICIPATION BY HOLDER. If it elects to participate in
such Preemption Offering, the Holder shall have the right to purchase, upon the
same terms and condition as those provided for in such Preemption Offering,
securities of each type issued in such Preemption Offering in a maximum number
or amount equal to the Holder's Prorata Share of the total number or amount of
each such type of security offered pursuant to such Preemption Offering.
3.4 UNSOLD SECURITIES. The Company may, for a period of not
more that 90 days after the commencement date for any Preemption Offering, offer
and sell the securities subject to such Preemption Offering which were not sold
to the Holder pursuant to this Agreement, to any Person or Persons upon the
terms and subject to the conditions of such Preemption Offering.
SECTION 4. TERMINATION OF RIGHTS.
The rights of the Holder under this Agreement and the obligations of
the Company hereunder shall terminate upon the earliest to occur of the
following events:
(a) the tenth anniversary of the date of this Agreement;
(b) exercise of the Put Option; and
(c) the Holder ceases to own Warrant Shares representing at
least 1% of the Outstanding Common Shares of the Company.
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SECTION 5. MISCELLANEOUS.
The provisions of Section 12 of the Purchase Agreement are applicable
to this Agreement and are incorporated by reference in this Agreement.
The parties have executed and delivered this Agreement effective as of
the day and year first above written.
COMPANY: HOLDER:
ATLANTIC PREMIUM BRANDS, LTD. BANC ONE CAPITAL PARTNERS, LLC
By: Banc One Capital Partners Holdings, Ltd.,
By: /s/ Merrick M. Elfman Manager
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Name: Merrick M. Elfman By: BOCP Holdings Corporation, Manager
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Its: Chairman By: /s/ Leonard Lilliard
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Name: Leonard Lilliard
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Its: Authorized Signer
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