EXECUTION COPY MANAGEMENT AGREEMENT 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...Management Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
SUBSCRIPTION AGREEMENT FOR SHARES OF CLASS B COMMON STOCK AND SPECIAL MEMBERSHIP INTERESTS (Social Security of Employer Identification No.) (Name) (Address) PRO-FAC COOPERATIVE, INC. 90 LINDEN OAKS, ROCHESTER, NEW YORK 14625 I hereby express my desire...Subscription Agreement • November 18th, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
Exhibit 10.26 THIRD SUPPLEMENTAL INDENTURE dated as of September 24, 1998, among Agrilink Foods, Inc. (formerly Curtice-Burns Foods, Inc., the successor by merger to PF Acquisition Corp.), a New York corporation (the "Company"), and IBJ Schroder Bank...Supplemental Indenture • September 22nd, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
AGRILINK FOODS, INC. 90 Linden Oaks Rochester, NY 14625 August 19, 2002Termination Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
EXECUTION COPY AGRILINK HOLDINGS LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of August 19, 2002 THE COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY...Limited Liability Company Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Delaware
EXECUTION DRAFT ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 10th, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
CoBANK, ACB LOAN AGREEMENT NO. T-6184-B, T-6186-B, S-6183-B, and S-6181-BLoan Agreement • September 21st, 1995 • Pro Fac Cooperative Inc • Wholesale-groceries & related products
Exhibit 10.13 SALARY CONTINUATION AGREEMENT This Agreement, dated the 18th day of August, 1999, between Agrilink Foods, Inc., a New York corporation (the "Employer"), with offices at 90 Linden Place, Rochester, New York 14625, and Dennis M. Mullen...Salary Continuation Agreement • September 22nd, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
AGRILINK FOODS, INC. SECOND AMENDMENT TO CREDIT AGREEMENT To the Agents and Lenders Party to the Credit Agreement referred to below Gentlemen: We refer to the Credit Agreement dated as of September 23, 1998 among Agrilink Foods, Inc. as Borrower,...Credit Agreement • July 12th, 2000 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Illinois
CREDIT AGREEMENTCredit Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Agreement is entered into effective July 1, 2000 by and between Agrilink Foods, Inc. with offices at 90 Linden Oaks, Rochester, New York 14625 and Dennis M. Mullen residing at 15 Merry Creek Crossing,...Supplemental Executive Retirement Agreement • February 5th, 2001 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
AGRILINK FOODS, INC. THIRD AMENDMENT TO CREDIT AGREEMENT To the Agents and Lenders Party to the Credit Agreement referred to below Gentlemen: We refer to the Credit Agreement dated as of September 23, 1998 among Agrilink Foods, Inc. as Borrower,...Credit Agreement • July 12th, 2000 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Illinois
SERVICE AGREEMENTService Agreement • May 10th, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
EXHIBIT 10.7 AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT 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...Securityholders Agreement • September 26th, 2003 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 99.5Transitional Services Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
BY AND BETWEENAsset Transfer Agreement • October 5th, 1998 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Illinois
AGRILINK FOODS, INC. SIXTH AMENDMENT TO CREDIT AGREEMENT To the Agents and Lenders Party to the Credit Agreement referred to below Gentlemen: We refer to the Credit Agreement dated as of September 23, 1998 among Agrilink Foods, Inc. as Borrower,...Credit Agreement • October 5th, 2000 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Illinois
andSenior Subordinated Credit Agreement • November 6th, 1998 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AGRILINK HOLDINGS LLC This Amendment No. 3 (this "Amendment") to the Amended and Restated Limited Liability Company Agreement (the "Agreement") of Agrilink Holdings LLC...Limited Liability Company Agreement • September 20th, 2006 • Pro-Fac Cooperative Inc • Wholesale-groceries & related products • Delaware
Exhibit 99.1 [EXECUTION COPY] FORM OF MANAGEMENT UNIT SUBSCRIPTION AGREEMENT THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of August 19, 2002, by and among Agrilink Holdings LLC, a Delaware limited liability company...Management Unit Subscription Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 10.10 AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AGRILINK HOLDINGS LLC This Amendment No. 1 (this "Amendment") to the Amended and Restated Limited Liability Company Agreement (the "Agreement") of Agrilink...Limited Liability Company Agreement • September 26th, 2003 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Delaware
BY AND AMONGUnit Purchase Agreement • June 21st, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
LETTER HEAD] March 23, 2006 Mr. Peter Call 7885 Lewiston Road Batavia, New York 14020 Mr. Stephen R. Wright Exhibit 10.1 Pro-Fac Cooperative, Inc. 350 Linden Oaks Rochester, New York 14625 Re: Employment Agreement Extension Dear Pete and Steve: In my...Employment Agreement • May 8th, 2006 • Pro-Fac Cooperative Inc • Wholesale-groceries & related products
GRID NOTE New YorkGrid Note • May 15th, 2003 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
ANDSecurityholders Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Delaware
GENERAL SECURITY AGREEMENT New YorkGeneral Security Agreement • May 13th, 2003 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
EXHIBIT 10.22 RAW PRODUCT SUPPLY AGREEMENT THIS AGREEMENT is effective as of May 5, 1997 by and between Curtice Burns Foods, Inc., acting through its Comstock Michigan Fruit Division ("CMF") and Seneca Foods Corporation ("Seneca"). Seneca cans...Raw Product Supply Agreement • August 27th, 1997 • Pro Fac Cooperative Inc • Wholesale-groceries & related products
DEFINITIONS.................................................................... ....................2 MARKETING................................................ ..........................................2 2. Supply of Product Under the 2002 Raw Product...Marketing and Facilitation Agreement • September 3rd, 2002 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • New York
EXHIBIT 10.23 RECIPROCAL CO-PACK AGREEMENT This Agreement is effective as of May 5, 1997 by and between Curtice Burns Foods, Inc., acting through its Comstock Michigan Fruit Division ("CMF") and Seneca Foods Corporation, a New York corporation having...Reciprocal Co-Pack Agreement • August 27th, 1997 • Pro Fac Cooperative Inc • Wholesale-groceries & related products
SECOND AMENDATORY AGREEMENT THIS SECOND AMENDATORY AGREEMENT (this "Second Amendatory Agreement") is entered into on September 23, 1998, by and between Dean Foods Company, a Delaware corporation ("Dean"), and Agrilink Foods, Inc., a New York...Second Amendatory Agreement • October 5th, 1998 • Pro Fac Cooperative Inc • Wholesale-groceries & related products
AMENDMENT TO THE MARKETING AND FACILITATION AGREEMENT This Amendement dated as of September 23, 1998 between Pro-Fac Cooperative, ("Pro-Fac") and Agrilink Foods, Inc. ("Agrilink"). WHEREAS, Pro-Fac entered into the Marketing and Facilitation Agreement...Marketing and Facilitation Agreement • May 10th, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products
1 EXHIBIT 10.20 SECOND MODIFICATION OF GUARANTY This Modification of Guaranty dated October 8, 1996 made by Pro-Fac Cooperative, Inc. ("Guarantor") modifies the Guaranty dated as of November 3, 1994, as amended, made by Guarantor in favor of the...Modification of Guaranty • August 27th, 1997 • Pro Fac Cooperative Inc • Wholesale-groceries & related products
PF ACQUISITION II, INC. SUBORDINATED NOTE AGREEMENT Dated as of February 22, 1999 TABLE OF CONTENTSSubordinated Note Agreement • May 10th, 1999 • Pro Fac Cooperative Inc • Wholesale-groceries & related products • Colorado
Re: Amendment to Agreements Dear Lisa:Credit Agreement, Termination Agreement • March 29th, 2007 • Pro-Fac Cooperative Inc • Wholesale-groceries & related products
Once accepted, this letter serves to amend two agreements between Pro-Fac Cooperative, Inc. (the “Cooperative”) and Birds Eye Foods, Inc. (“Birds Eye”), formerly known as Agrilink Foods, Inc. (“Agrilink”).
ContractEmployment Agreement • September 25th, 2008 • Pro-Fac Cooperative Inc • Wholesale-groceries & related products
February 5, 2008 Mr. Peter Call 7885 Lewiston Road Batavia, New York 14020 99 GARNSEY ROAD PITTSFORD, NY 14534 (585) 419-8800 DAVID M. MEHALICK DIRECT: (585) 419-8657 FAX: (585) 419-8817 DMEHALICK@HARRISBEACH.COM
