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 • Agrilink 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...Supplemental Indenture • September 26th, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
SECOND AMENDMENT SECOND AMENDMENT (this "Second Amendment"), dated as of October 19, 2004 to the CREDIT AGREEMENT, dated as of August 19, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Birds Eye...Credit Agreement • November 8th, 2004 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
AGRILINK FOODS, INC. 90 Linden Oaks Rochester, NY 14625 August 19, 2002Termination Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • 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 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
AMONGCredit Agreement • November 6th, 1998 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
THE LENDERS FROM TIME TO TIME PARTY HERETO,Credit Agreement • September 26th, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
Exhibit 10.31 EMPLOYMENT AGREEMENT 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"). WHEREAS, the BE Holdings desires...Employment Agreement • September 23rd, 2005 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
THIRD AMENDMENTCredit Agreement • September 23rd, 2005 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
CoBANK, ACB LOAN AGREEMENT NO. T-6184-B, T-6186-B, S-6183-B, and S-6181-BLoan Agreement • September 21st, 1995 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
AGRILINK FOODS, INC. FIFTH 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 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
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 20th, 1999 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
CREDIT AGREEMENTCredit Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
BY AND BETWEENStock Purchase Agreement • October 5th, 1998 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
CONFORMED COPY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A...Note Purchase Agreement • November 6th, 1998 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
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 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
SERVICE AGREEMENTService Agreement • May 10th, 1999 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
June 19, 2002 PRIVATE & CONFIDENTIAL Vestar Capital Partners IV, L.P. Attn: David M. Hooper 245 Park Avenue - 41st Floor New York, NY 10167 Agrilink Foods, Inc. Attn: David M. Mehalick 90 Linden Oaks Rochester, NY 14625 Gentlemen: In reference to the...Unit Purchase Agreement • September 26th, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 10.22 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 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
Exhibit 10.4 AMENDMENT NO. 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIRDS EYE HOLDINGS LLC This Amendment No. 4 (this "Amendment") to the Amended and Restated Limited Liability Company Agreement (the "Agreement") of Birds Eye...Limited Liability Company Agreement • February 3rd, 2006 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
EXHIBIT 99.4Transitional Services Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
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 • November 6th, 2000 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
AMENDMENT NO. 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AGRILINK HOLDINGS LLCLimited Liability Company Agreement • February 3rd, 2006 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
AGRILINK FOODS, INC. SEVENTH 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 • September 10th, 2001 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
AMENDMENT NO. 2Limited Liability Company Agreement • May 7th, 2004 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
AMENDATORY AGREEMENT THIS AMENDATORY AGREEMENT (this "Amendatory Agreement") is entered into on September 10, 1998, by and between Dean Foods Company, a Delaware corporation ("Dean"), and Agrilink Foods, Inc., a New York corporation ("Agrilink"), with...Amendatory Agreement • October 5th, 1998 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
MODIFICATION OFLoan Agreement • August 21st, 1998 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 10.24 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 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
BY AND AMONGUnit Purchase Agreement • June 21st, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
ANDSecurityholders Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
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 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
Exhibit 10.1 Separation and General Release Agreement ---------------------------------------- This Separation and General Release Agreement (the "Agreement") is made as of this 30th day of September, effective as of September 7, 2005, by and among...Separation and General Release Agreement • November 4th, 2005 • Birds Eye Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • 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 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
DEFINITIONS.................................................................... ....................2 MARKETING................................................ ..........................................2 2. Supply of Product Under the 2002 Raw Product...Marketing and Facilitation Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
2) The other party becomes insolvent within the meaning of any bankruptcy or insolvency law, or makes an assignment for the benefit of its creditors. (3) An attachment, execution or lien is levied against vegetables under this Agreement and such...Reciprocal Co-Pack Agreement • August 27th, 1997 • Curtice Burns Foods Inc • Canned, frozen & preservd fruit, veg & food specialties
