REGISTRATION RIGHTS AGREEMENT Dated as of April 2, 2007 Among PINNACLE FOODS FINANCE LLC, PINNACLE FOODS FINANCE CORP., the Guarantors listed herein and LEHMAN BROTHERS INC. and GOLDMAN, SACHS & CO. 9.250% Senior Notes due 2015 10.625% Senior...Registration Rights Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 2, 2007, among PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (the “Company”), PINNACLE FOODS FINANCE CORP., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) the guarantors listed on Schedule I hereto (the “Guarantors”) and LEHMAN BROTHERS INC. and GOLDMAN, SACHS & CO. (together, the “Initial Purchasers”).
CREDIT AGREEMENT Dated as of April 2, 2007 among PEAK FINANCE LLC (to be merged with and into PINNACLE FOODS FINANCE LLC), as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, Collateral...Credit Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 2, 2007, among PEAK FINANCE LLC (“Finance Sub” and, prior to the Merger (as defined below), the “Borrower”), a Delaware limited liability company to be merged with and into PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (“New Crunch” and, after the Merger, the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, MIZUHO CORPORATE BANK, Ltd. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENT (Jeffrey P. Ansell; Chief Executive Officer)Employment Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated April 2, 2007 by and between Crunch Holding Corp. (the “Company”) and Jeffrey P. Ansell (the “Executive”).
SECURITY AGREEMENT dated as of April 2, 2007 among PEAK FINANCE LLC (to be merged with and into PINNACLE FOODS FINANCE LLC), as Borrower PEAK FINANCE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS IDENTIFIED HEREIN and LEHMAN...Security Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
SECURITY AGREEMENT dated as of April 2, 2007, among PEAK FINANCE LLC (“Finance Sub” and, prior to the Merger, the “Borrower”), a Delaware limited liability company to be merged with and into PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (“New Crunch” and, after the Merger, the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Collateral Agent for the Secured Parties (as defined below).
FORM OF AWARD MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-2 Units, B-1 Units, B-2 Units and B-3 Units)Management Unit Subscription Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [DATE], by and between Peak Holdings LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Executive”).
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 2, 2007 among PEAK FINANCE LLC (TO BE MERGED WITH AND INTO PINNACLE FOODS FINANCE LLC), as Borrower PEAK FINANCE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS...Intellectual Property Security Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 2, 2007, among PEAK FINANCE LLC (“Finance Sub” and, prior to the Merger, the “Borrower”), a Delaware limited liability company to be merged with and into PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (“New Crunch” and, after the Merger, the “Borrower”), PEAK FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Collateral Agent for the Secured Parties (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT of PINNACLE FOODS GROUP LLCLimited Liability Company Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
The undersigned is executing this Limited Liability Company Agreement (the “Agreement”) as of September 21, 2007, for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the “Act”), and does hereby agree as follows:
ContractTransaction and Advisory Fee Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
THIS TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of April 2, 2007 and is between Peak Finance LLC, a Delaware limited liability company (together with its successors, the “Company”) and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Illinois
This Agreement is made and entered into on this 9th day of July, 1996 by and between The Quaker Oats Company, a New Jersey corporation with its principal place of business at 321 North Clark Street, Chicago, Illinois 60610, The Quaker Oats Company of Canada Limited, an Ontario limited company with its principal place of business at Quaker Park, Hunter Street East, Peterborough, Ontario K9J 7B2 (to be referred to collectively or individually, as the context may require, as “Licensor”) and Van de Kamp’s, Inc., a Delaware corporation with its principal place of business at 1000 St. Louis Union Station, Suite 200, Saint Louis, Missouri 63103 (hereinafter “Licensee”).
GUARANTY dated as of April 2, 2007 among PEAK FINANCE HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS IDENTIFIED HEREIN and LEHMAN COMMERCIAL PAPER INC., as Administrative AgentGuaranty • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
GUARANTY dated as of April 2, 2007, among PEAK FINANCE HOLDINGS LLC (“Holdings”), certain Subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent.
SECURITYHOLDERS AGREEMENT DATED AS OF APRIL 2, 2007 AMONG PEAK HOLDINGS LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
This Securityholders Agreement (this “Agreement”) is entered into as of April 2, 2007 by and among (i) Peak Holdings LLC, a Delaware limited liability company (the “Company”), (ii) Blackstone Capital Partners V L.P., a Delaware limited partnership (“BCP”), (iii) Blackstone Capital Partners V-AC L.P., a Delaware limited partnership (“BCP V-AC”), (iv) Blackstone Family Investment Partnership V L.P., a Delaware limited partnership (“BFIP V”), (v) Blackstone Family Investment Partnership V-A L.P., a Delaware limited partnership (“BFIP V-A”), (vi) Blackstone Participation Partnership V L.P., a Delaware limited partnership (“BPP V” and, together with BCP, BCP V-AC, BFIP V and BFIP V-A, “Blackstone”), (vii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and (viii) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Blackstone, the Employees
AGREEMENT AND PLAN OF MERGER BY AND AMONG CRUNCH HOLDING CORP., PEAK HOLDINGS LLC, PEAK ACQUISITION CORP AND PEAK FINANCE LLC DATED AS OF FEBRUARY 10, 2007Merger Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 10, 2007, by and among Crunch Holding Corp., a Delaware corporation (“Company”), Peak Holdings LLC, a Delaware limited liability company (“Parent”), Peak Acquisition Corp, a Delaware corporation and a wholly-owned subsidiary of Parent (“Buyer”) and Peak Finance LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Buyer (“Finance Sub”). Unless defined herein, capitalized terms used in this Agreement are defined in Exhibit A.
STOCK INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of , 2007 (the “Date of Grant”), between Crunch Holding Corp. (the “Company”) and (the “Participant”).
TAX SHARING AGREEMENTTax Sharing Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • New York
TAX SHARING AGREEMENT, made as of November 25, 2003, by and among Crunch Holding Corp., a Delaware corporation having its principal place of business at 1221 Avenue of the Americas, 39th Floor, New York, New York 10020 (“Holding”), and those corporations that have executed this Agreement and whose names and principal places of business are set forth on Exhibit A hereto (all of which are direct or indirect domestic subsidiaries of Holding and are includible in the consolidated Federal income tax return of the affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”)) of which Holding is the common parent corporation (hereinafter, the “Holding Group”) for the fiscal year ended June 30, 2003), and such other parties as may become members of the Holding Group in subsequent fiscal years for which Holding files a consolidated Federal income tax return as the common parent corporation of an affiliated group, and who execute this Agreeme
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PINNACLE FOODS FINANCE LLCLimited Liability Company Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
The undersigned is executing this Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Pinnacle Foods Finance LLC (the “Company”) as of April 2, 2007.
DIRECTOR SERVICE AGREEMENT (Roger Deromedi, Chairman)Director Service Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
DIRECTOR AGREEMENT (the “Agreement”) dated April 2, 2007 by and between Crunch Holding Corp. (the “Company”) and Roger Deromedi (the “Director”).
SECURITYHOLDERS AGREEMENT DATED AS OF AUGUST [ ], 2007 AMONG CRUNCH HOLDING CORP. AND THE OTHER PARTIES HERETOSecurityholders Agreement • December 21st, 2007 • Pinnacle Foods Finance LLC • Delaware
This Securityholders Agreement (this “Agreement”) is entered into as of August [ ], 2007 by and among Crunch Holding Corp., a Delaware corporation (the “Company”), Peak Holdings LLC, a Delaware limited liability company (“Holdings”), parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Holdings, the Employees and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityholder”). Certain capitalized terms used herein are defined in Section 6.1.
