Common use of Shortfall Adjustments Clause in Contracts

Shortfall Adjustments. (i) AMENDED AND RESTATED MARKETING AND FACILITATION AGREEMENT This Amended and Restated Marketing and Facilitation Agreement (this "Agreement") is dated as of August 19, 2002 between Pro-Fac Cooperative, Inc. ("Pro-Fac") and Agrilink Foods, Inc. ("Agrilink"). The members and patrons of Pro-Fac are active growers who have joined together in their cooperative to market their crops at a fair price and to try to achieve as much stability and continuity as is possible in agriculture. Agrilink and its predecessors have long been engaged in the processing, distribution and sale of processed foods, now on a diversified geographical basis. Pro-Fac and Agrilink came together in 1961 because of Pro-Fac's need to find a stable market for crops grown by its members and patrons and because of Agrilink's need for a reliable supply of such crops. Since 1994, Agrilink has been a wholly-owned subsidiary of Pro-Fac. Following the closing of the transactions (the "Transactions") contemplated by the Unit Purchase Agreement dated as of June 20, 2002, by and among Pro-Fac, Agrilink and Vestar/Agrilink Holdings LLC (the "Unit Purchase Agreement"), Agrilink will no longer be a wholly-owned subsidiary of Pro-Fac. Agrilink and Pro-Fac desire to continue their long standing supply relationship with Pro-Fac serving as Agrilink's preferred supplier of crops hereunder, so that Pro-Fac will have the ability to continue to market its members' crops through Agrilink without being subject to the economic risk-sharing arrangements that were previously part of their relationship. It is therefore agreed as follows:

Shortfall Adjustments. (i) AMENDED AND RESTATED MARKETING AND FACILITATION AGREEMENT This Amended and Restated Marketing and Facilitation Agreement (this "Agreement") is dated as of August 19[_____], 2002 between Pro-Fac Cooperative, Inc. ("Pro-Fac") and Agrilink Foods, Inc. ("Agrilink"). The members and patrons of Pro-Fac are active growers who have joined together in their cooperative to market their crops at a fair price and to try to achieve as much stability and continuity as is possible in agriculture. Agrilink and its predecessors have long been engaged in the processing, distribution and sale of processed foods, now on a diversified geographical basis. Pro-Fac and Agrilink came together in 1961 because of Pro-Fac's need to find a stable market for crops grown by its members and patrons and because of Agrilink's need for a reliable supply of such crops. Since 1994, Agrilink has been a wholly-owned subsidiary of Pro-Fac. Following the closing of the transactions (the "Transactions") contemplated by the Unit Purchase Agreement dated as of June 20, 2002, by and among Pro-Fac, Agrilink and Vestar/Agrilink Holdings LLC (the "Unit Purchase Agreement"), Agrilink will no longer be a wholly-owned subsidiary of Pro-Fac. Agrilink and Pro-Fac desire to continue their long standing supply relationship with Pro-Fac serving as Agrilink's preferred supplier of crops hereunder, so that Pro-Fac will have the ability to continue to market its members' crops through Agrilink without being subject to the economic risk-sharing arrangements that were previously part of their relationship. It is therefore agreed as follows: