Exhibit 10(b)(ii)
AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED
ALLIANCE AGREEMENT
This Amendment (the "Amendment") is entered into as of the
25th day of February 1997, by and among THE PILLSBURY COMPANY, having its
principal offices at Pillsbury Center, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000 ("Pillsbury"), SENECA FOODS CORPORATION, having its principal
offices at 0000 Xxxxxxxxx-Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Seneca") and,
solely for the purposes set forth in Section 23.8 of the Alliance Agreement as
hereinafter defined, GRAND METROPOLITAN INCORPORATED, having its principal
offices at Pillsbury Center, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx
00000 ("GMI") and GRAND METROPOLITAN PUBLIC LIMITED COMPANY, having its
principal offices in Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxxx ("GrandMet").
W I T N E S S E T H
WHEREAS, Pillsbury and Seneca are parties to a FIRST AMENDED
AND RESTATED ALLIANCE AGREEMENT entered into December 8, 1994 (the "Agreement"),
and GMI is a party to that Agreement solely for the purposes set forth in
Section 23.8 thereof, and
WHEREAS, to meet the requirements of the lenders which finance
Seneca's production of goods and other operations under the Agreement,
Pillsbury, Seneca, GMI and GrandMet desire to amend Section 23.8 of the
Agreement to provide that GrandMet will assume certain obligations and be
entitled to certain rights, as specified in said Section.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree as follows:
1. The following definition shall be added, in
alphabetical placement, to the part of the Agreement designated DEFINITIONS.
"GrandMet" means Grand Metropolitan Public Limited
Company, a United Kingdom limited company."
2. Section 23.8 of the Agreement is hereby amended to read in
its entirety as follows:
"23.8 GrandMet, the ultimate parent company
of Pillsbury, hereby agrees, during the term
of this Agreement, to be obligated, to the
same degree and in the same manner as
Pillsbury, to make all payments due to
Seneca under Sections 3.6, 4.3, 6.2, 6.3,
7.4, 8.1 and 19.2 of this Agreement, and to
be entitled to the same rights as Pillsbury
under such Sections."
3. All other provisions of the Agreement are hereby affirmed.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers or representatives.
SENECA FOODS CORPORATION THE PILLSBURY COMPANY
By: ________________________ By: ________________________
ADDRESS FOR NOTICES:
Seneca Foods Corporation The Pillsbury Company
0000 Xxxxxxxxx-Xxxxxx Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
with a copy to:
The Pillsbury Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
GRAND METROPOLITAN GRAND METROPOLITAN
PUBLIC LIMITED COMPANY INCORPORATED
By: ________________________ By: ________________________
ADDRESS FOR NOTICES:
Grand Metropolitan PLC Grand Metropolitan Incorporated
0 Xxxxxxxxx Xxxxx x/x Xxx Xxxxxxxxx Xxxxxxx
Xxxxxx X0X 0XX Pillsbury Center
England 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
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