AGRILINK FOODS, INC., AS ISSUER THE GUARANTORS NAMED HEREIN AND IBJ SCHRODER BANK & TRUST COMPANY AS TRUSTEE 11-7/8% SENIOR SUBORDINATED NOTES DUE 2008Indenture • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
INDENTURE, dated as of November 18, 1998, is by and among Agrilink Foods, Inc., a New York corporation, as issuer (as further defined below, the “COMPANY”), the Guarantors (as defined below) and IBJ Schroder Bank & Trust Company, a New York banking corporation, as trustee (the “TRUSTEE”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 22, 2007 (amending and restating the Credit Agreement dated as of August 19, 2002, as amended) among BIRDS EYE FOODS, INC. as Borrower, BIRDS EYE HOLDINGS, INC., as Parent and THE SUBSIDIARIES OF...Credit Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 22, 2007 (as amended, modified, restated or supplemented from time to time, the “CREDIT AGREEMENT”), is by and among BIRDS EYE FOODS, INC., a Delaware corporation (the “BORROWER”), BIRDS EYE HOLDINGS, INC., a Delaware corporation (the “PARENT”), the Subsidiary Guarantors (as defined herein), the Lenders (as defined herein), BANK OF AMERICA, N.A and UBS SECURITIES LLC, as Co-Syndication Agents for the Lenders (in such capacity, the “CO-SYNDICATION AGENTS”), COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH and M&T BANK CORPORATION, as Co-Documentation Agents for the Lenders (in such capacity, the “CO-DOCUMENTATION AGENTS”), and JPMORGAN CHASE BANK, N.A. as Administrative Agent for the Lenders (in such capacity, the “ADMINISTRATIVE AGENT” and, together with the Co-Syndication Agents and the Co-Documentation Agents, the “AGENTS”).
CREDIT AGREEMENT Dated as of July 11, 2007 among BE FOODS INVESTMENTS, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, UBS AG, STAMFORD BRANCH, as Administrative Agent and UBS SECURITIES LLC, as Sole Lead Arranger and Sole Book Running...Credit Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS CREDIT AGREEMENT, dated as of July 11, 2007 (the “CREDIT AGREEMENT”), is by and among BE FOODS INVESTMENTS, INC., a Delaware corporation (the “BORROWER”), the Lenders (as defined herein), UBS SECURITIES LLC (“UBSS”), as Sole Lead Arranger (in such capacity, the “ARRANGER”) and Sole Book Running Manager, and UBS AG, STAMFORD BRANCH, as Administrative Agent for the Lenders (in such capacity, the “ADMINISTRATIVE AGENT” and, together with the Arranger, the “AGENTS”).
ContractSupplemental Indenture • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 22, 2002, to the Indenture (herein called the “Indenture”), dated as of November 18, 1998 by and among Agrilink Foods, Inc., a New York corporation (the “Issuer”), the Guarantors named therein (the “Guarantors”) and The Bank of New York (as successor trustee to IBJ Schroder Bank & Trust Company), as trustee (herein called the “Trustee”) with respect to the Issuer’s 11 7/8% Senior Subordinated Notes due 2008 (the “Notes”), is by and among the Issuer, the Guarantors and the Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
AGREEMENT, dated as of the 2nd day of September 2005, by and among Birds Eye Holdings, LLC, a Delaware limited liability company (“BE Holdings”), and Neil Harrison (the “Executive”).
AMENDMENT NO. 7 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIRDS EYE HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 7 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Birds Eye Holdings LLC (the “Company”), dated as of August 19, 2002, as amended by that certain Amendment No. 1 to the Agreement dated as of August 30, 2003, that certain Amendment No. 2 to the Agreement dated as of December 22, 2003, that certain Amendment No. 3 to the Agreement dated as of February 11, 2004, that certain Amendment No. 4 to the Agreement dated as of October 31, 2005, that certain Amendment No. 5 to the Agreement dated as of July 11, 2007, and that certain Amendment No. 6 to the Agreement dated as of August 14, 2007, is entered into as of August 14, 2007. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
AMENDMENT NO. 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIRDS EYE HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 4 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Birds Eye Holdings LLC (the “Company”), dated as of August 19, 2002, as amended by that certain Amendment No. 1 to the Agreement dated as of August 30, 2003, that certain Amendment No. 2 to the Agreement dated as of December 22, 2003, and that certain Amendment No. 3 to the Agreement dated as of February 11, 2004, is entered into as of October 31, 2005. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 19, 2002Limited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Agrilink Holdings LLC, dated and effective as of August 19, 2002 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Vestar/Agrilink Holdings LLC, a Delaware limited liability company (“Holdings”), Pro-Fac Cooperative, Inc., a New York cooperative corporation (“Pro-Fac”), the other Persons listed on Schedule A attached hereto as of the date hereof upon their execution of this Agreement, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to Holdings or any other Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substitute Members in accordance with the provisions of this Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AGRILINK HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Agrilink Holdings LLC (the “Company”), dated as of August 19, 2002 is entered into as of February 11, 2004. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AGRILINK HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Agrilink Holdings LLC (the “Company”), dated as of August 19, 2002, is entered into as of August 30, 2003. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
AMENDMENT NO. 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AGRILINK HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 3 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Agrilink Holdings LLC (the “Company”), dated as of August 19, 2002 is entered into as of February 11, 2004. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
Amendment to Supply AgreementSupply Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Amendment is entered into as of January 1, 2008, by and between Xtra Congelados S.A. de C.V., formerly known as Congelados Don Jose, S.P.R. de R.L., a Mexican limited liability company (“Processor”) and Birds Eye Foods, Inc., having its principal offices at 90 Linden Oaks, Rochester, New York 14625 (“Buyer”), in order to amend the Supply Agreement, dated as of August 23, 2005, by and between Processor and Buyer as previously amended (“Agreement”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
Excluded Information and (iii) the Assignee shall have no liability to it, and it hereby to the extent permitted by law waives and releases any claims it may have against Assignee under applicable laws or otherwise, with respect to the nondisclosure of the Assignee Excluded Information; provided that the Assignee Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties set forth below in Section 4; (d) attaches any Notes held by it evidencing the Loans and if the Assignor has retained any interest in the Loans, requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the NewCo Assignment Effective Date); and (e) will, upon request, execute and deliver any additional documents deemed by the Administrative Agent or the Assignee
SUPPLY AGREEMENTSupply Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This Agreement is entered into as of August 23, 2005 by and between Congelados Don Jose, S.P.R. de R.L., a Mexican limited liability company (“Processor”), and Birds Eye Foods, Inc., having its principal offices at 90 Linden Oaks, Rochester, New York 14625 (“Buyer”).
ContractSecond Supplemental Indenture and Note Guarantee • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS SECOND SUPPLEMENTAL INDENTURE AND NOTE GUARANTEE, dated as of March 1, 2003, to the Indenture dated as of November 18, 1998 by and among Agrilink Foods, Inc., a New York corporation n/k/a Birds Eye Foods, Inc., a Delaware corporation (the “Issuer”), the Guarantors named therein (the “Guarantors”) and The Bank of New York (as successor trustee to IBJ Schroder Bank & Trust Company), as trustee (herein called the “Trustee”) as supplemented by a First Supplemental Indenture dated as of July 22, 2002 (collectively the “Indenture”), with respect to the Issuer’s 11 7/8% Senior Subordinated Notes due 2008 (the “Notes”), is made by the Issuer, the Trustee, and GLK Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of the Issuer (the “Additional Note Guarantor”).
AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 1 (this “Amendment”) to the Securityholders Agreement (the “Agreement”) among Agrilink Holdings LLC (the “Company”) and the other parties listed on the signature pages thereto, dated as of August 19, 2002, is entered into as of August 30, 2003. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
Amended and Restated Marketing and Facilitation AgreementMarketing and Facilitation Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
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”).
MANAGEMENT AGREEMENTManagement Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This Management Agreement is made as of August 19, 2002, among Agrilink Foods, Inc., a New York corporation (the “Company”), Agrilink Holdings Inc., a Delaware corporation (“Holdings Inc.”) and Vestar Capital Partners (“Vestar”).
AMENDMENT NO. 6 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIRDS EYE HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 6 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Birds Eye Holdings LLC (the “Company”), dated as of August 19, 2002, as amended by that certain Amendment No. 1 to the Agreement dated as of August 30, 2003, that certain Amendment No. 2 to the Agreement dated as of December 22, 2003, that certain Amendment No. 3 to the Agreement dated as of February 11, 2004, that certain Amendment No. 4 to the Agreement dated as of October 31, 2005 and that certain Amendment No. 5 to the Agreement dated as of July 11, 2007, is entered into as of July 11, 2007. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
AGRILINK FOODS, INC. Rochester, NY 14625 August 19, 2002Termination Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This letter agreement (this “Agreement”) is entered into in connection with the termination of the Marketing and Facilitation Agreement dated as of November 3, 1994, (the “MFA”), by and between Pro-Fac Cooperative, Inc. (“Pro-Fac”) and Curtice-Burns Foods, Inc., predecessor in interest to Agrilink Foods, Inc. (“Agrilink”). The MFA is the latest in the series of substantially similar agreements dating back to 1961 which evidence the symbiotic relationship between Pro-Fac and 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. While Pro-Fac and its members and patrons have considerable expertise in the growing of crops, they do not have such expertise in the processing and sale of the crops in the form of commercially viable processed food products. Agrilink has long been engaged in the processing, distributi
SECURITYHOLDERS AGREEMENT Among AGRILINK HOLDINGS LLC AND THE OTHER PARTIES HERETO August 19, 2002Securityholders Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of August 19, 2002 among (i) Agrilink Holdings LLC, a Delaware limited liability company (the “Company”), (ii) Vestar/Agrilink Holdings LLC, a Delaware limited liability company, Vestar/Agrilink Associates Holdings LLC, a Delaware limited liability company, Vestar/Agrilink Associates II Holdings LLC, a Delaware limited liability company, Randolph Street Partners V, an Illinois general partnership, and any other entity or investment fund managed or controlled by Vestar Capital Partners, a general partnership, that at any time acquires Securities and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (collectively, “Vestar”), (iii) Pro-Fac Cooperative, Inc., a New York corporation (“Pro-Fac”), (iv) the initial parties to this Agreement who are identified as Employees on the signature pages hereto (each, an “Employee,” and, collectively, the “Employees”), and (v) each other holder
AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIRDS EYE HOLDINGS LLCLimited Liability Company Agreement • November 10th, 2009 • Birds Eye Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Birds Eye Holdings LLC (the “Company”), dated as of August 19, 2002, as amended by that certain Amendment No. 1 to the Agreement dated as of August 30, 2003, that certain Amendment No. 2 to the Agreement dated as of December 22, 2003, that certain Amendment No. 3 to the Agreement dated as of February 11, 2004 and that certain Amendment No. 4 to the Agreement dated as of October 31, 2005, is entered into as of July 11, 2007. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.
