THE J. M. SMUCKER COMPANY NOTE PURCHASE AGREEMENT Dated as of October 23, 2008 $376,000,000 6.63% Senior Notes Due November 1, 2018 $24,000,000 6.12% Senior Notes Due November 1, 2015Note Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THE J. M. SMUCKER COMPANY, an Ohio corporation (together with its successors and assigns as permitted hereunder the “Company”), agrees with the Purchasers as follows:
CREDIT AGREEMENT Dated as of October 31, 2008 among THE FOLGERS COFFEE COMPANY, as the Borrower, BANK OF MONTREAL, as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES...Credit Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 31, 2008, by and among THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (each individually, a “Lender” and, collectively, the “Lenders”), and BANK OF MONTREAL, as Administrative Agent.
GUARANTY AGREEMENTGuaranty Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
This GUARANTY AGREEMENT (as the same may hereafter be amended, supplemented or otherwise modified, this “Guaranty”), dated as of November 6, 2008, is by THE FOLGERS COFFEE COMPANY, a Delaware corporation (together with its successors and assigns, the “Guarantor,”) in favor of the Noteholders (defined below).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS SECOND AMENDMENT, dated as of November 6, 2008 (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 31, 2007 (as amended by that certain First Amendment to Note Purchase Agreement dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 5.55% Senior Notes due April 1, 2022 in the aggregate principal amount of $400,000,000 (collectively, the “Notes”).
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTSNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS FOURTH AMENDMENT, dated as of October 23, 2008 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its (i) 7.70% Series A Senior Notes due September 1, 2005 in the aggregate principal amount of $17,000,000, (ii) 7.87% Series B Senior Notes due September 1, 2007 in the aggregate pri
FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTSNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS FIFTH AMENDMENT, dated as of November 6, 2008 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 and that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 6.77% Senior Notes due June 1, 2009 in the aggregate principal amount of $75,000,000 (collectively
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS THIRD AMENDMENT, dated as of November 6, 2008 (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 27, 2004 (as amended by that certain First Amendment to Note Purchase Agreement dated as of May 31, 2007 and that certain Second Amendment to Note Purchase Agreement dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 4.78% Senior Notes due June 1, 2014 in the aggregate principal amount of $100,000,000 (collectively, the “Notes”).
TAX MATTERS AGREEMENT by and between The Procter & Gamble Company, The Folgers Coffee Company, and The J.M. Smucker Company Dated November 6, 2008Tax Matters Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2008 by and between The Procter & Gamble Company, an Ohio corporation (“P&G”), The Folgers Coffee Company, a Delaware corporation and, as of the date hereof, a wholly owned Subsidiary of P&G (“Folgers”), and The J.M. Smucker Company, an Ohio corporation (“RMT Partner”) (collectively, the “Companies”).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS SECOND AMENDMENT, dated as of October 23, 2008 (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 27, 2004 (as amended by that certain First Amendment to Note Purchase Agreement, dated as of May 31, 2007, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 4.78% Senior Notes due June 1, 2014 in the aggregate principal amount of $100,000,000 (collectively, the “Notes”).
GUARANTYGuaranty • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of the credit to be extended to THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “Borrower”) pursuant to the Credit Agreement (as defined below), the undersigned (each a “Guarantor” and, collectively, the “Guarantors”) hereby furnish this guaranty of the Guaranteed Obligations (as defined below) for the benefit of the Guaranteed Parties (as defined below) as follows:
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS FIRST AMENDMENT, dated as of October 23, 2008 (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 31, 2007 (the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 5.55% Senior Notes due April 1, 2022 in the aggregate principal amount of $400,000,000 (collectively, the “Notes”).
Transition Services Agreement by and between The Procter & Gamble Company and The Folgers Coffee Company Effective as of November 6, 2008Transition Services Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
This Transition Services Agreement (this “Agreement”) is entered into effective November 6, 2008 (the “Effective Date”) by and between The Folgers Coffee Company, a Delaware corporation (“Customer”) and The Procter & Gamble Company, an Ohio corporation (“Service Provider”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT BETWEEN THE PROCTER & GAMBLE COMPANY and THE FOLGERS COFFEE COMPANY dated as of November 6, 2008Intellectual Property Matters Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
This Intellectual Property Matters Agreement (this “Agreement”) is executed as of November 6, 2008, between The Procter & Gamble Company, an Ohio corporation (“Parent”) and The Folgers Coffee Company, a Delaware corporation (“Folgers”) (each a “Party,” and collectively, the “Parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 6, 2008, by and among THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “Borrower”), BANK OF MONTREAL, individually and as administrative agent (the “Administrative Agent”), and the other lenders signatory hereto.
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTSNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS FOURTH AMENDMENT, dated as of October 23, 2008 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 6.77% Senior Notes due June 1, 2009 in the aggregate principal amount of $75,000,000 (collectively, the “Notes”).
FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTSNote Purchase Agreement • December 9th, 2008 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS FIFTH AMENDMENT, dated as of November 6, 2008 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 and that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its (i) 7.70% Series A Senior Notes due September 1, 2005 in the aggregate principal amount of $17,0
