1 EXHIBIT 10.1 ================================================================ ================ SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 14, 2000Credit Agreement • February 11th, 2000 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
1 EXHIBIT 10(l)Employment Agreement • August 29th, 1997 • Hanover Foods Corp /Pa/ • Canned, fruits, veg, preserves, jams & jellies
R E C I T A L S ---------------Stock Purchase Agreement • July 16th, 2004 • Cardinal-UniMark Investors, L.P. • Canned, fruits, veg, preserves, jams & jellies • Delaware
Exhibt 4.2 B&G FOODS, INC. 9-5/8% SENIOR SUBORDINATED NOTES DUE 2007Indenture • April 11th, 2002 • B&g Foods Inc • Canned, fruits, veg, preserves, jams & jellies • New York
Recitals:Lease Agreement • November 13th, 1996 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies • Texas
ARTICLE 1 DEFINITIONSPledge Agreement • October 26th, 1999 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies
WITNESSETHFirst Supplemental Indenture • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
EXHIBIT 10.1 THE J. M. SMUCKER COMPANY NOTE PURCHASE AGREEMENT DATED AS OF MAY 27, 2004 $100,000,000 4.78% SENIOR NOTES DUE JUNE 1, 2014 THE HOLDERS OF THE NOTES ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REQUESTED, AS A COURTESY, BUT SHALL HAVE NO...Note Purchase Agreement • September 9th, 2004 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York
CONFORMED COPY SUPPLEMENTAL INDENTURE DATED AS OF APRIL 24, 1998Supplemental Indenture • May 18th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
EXHIBIT CStock Option Agreement • July 23rd, 1998 • Mexico Strategic Advisors LLC • Canned, fruits, veg, preserves, jams & jellies • Delaware
1 [*****] SHARES DEL MONTE FOODS COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated BancAmerica Robertson Stephens Bear, Stearns & Co. Inc. BT Alex. Brown Incorporated Donaldson, Lufkin & Jenrette...Underwriting Agreement • July 28th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
1 LOAN AGREEMENT made betweenLoan Agreement • November 14th, 1997 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies • New York
ARTICLE I The Top-Up OptionStock Option Agreement • November 2nd, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • New York
W I T N E S S E T H:Revolving Credit Agreement • May 9th, 2002 • Trappeys Fine Foods Inc • Canned, fruits, veg, preserves, jams & jellies • New York
January 24, 2005Purchase Agreement • July 12th, 2005 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Minnesota
W I T N E S S E T HLease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
Exhibit 2.16 AGREEMENT AND PLAN OF MERGER by and between THE HAIN CELESTIAL GROUP, INC.Merger Agreement • August 29th, 2005 • Spectrum Organic Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
AMENDMENT AND WAIVERCredit Agreement • May 18th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy STOCKHOLDERS' AGREEMENT This AGREEMENT is made as of this 18th day of April, 1997, by and among Del Monte Foods Company, a Maryland corporation (hereinafter referred to as the "Company"), and each of the following (hereinafter severally...Stockholders' Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • Maryland
1 Exhibit 4.1 ----------- RIGHTS AGREEMENT Dated as of April 22, 1999 By and Between THE J.M. SMUCKER COMPANYRights Agreement • April 23rd, 1999 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
Exhibit 2 --------- Agreement Relating to Joint Filing of Statement on Schedule 13D ---------------------------- This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this...Joint Filing Agreement • April 20th, 2000 • Carl Marks Management Co L P /Ny/ • Canned, fruits, veg, preserves, jams & jellies
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of shares of Class A common stock, $0.25 par value per share, and shares of Class B common stock, $0.25 par value per share, each of Seneca Foods Corporation, a New York corporation, is being filed on behalf of the undersigned.
AMONGAsset Purchase Agreement • September 18th, 2000 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies • Texas
Organic Food Products, a California corporation (the "Company"), hereby confirms its agreement (this "Agreement") with the several underwriters named in Schedule 1 hereto (the "Underwriters"), for whom Sentra Securities Corporation and Spelman & Co.,...Underwriting Agreement • July 10th, 1997 • Organic Food Products Inc • Canned, fruits, veg, preserves, jams & jellies • California
EXHIBIT 1 ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 12, 1999Asset Purchase Agreement • February 19th, 1999 • B&g Foods Inc • Canned, fruits, veg, preserves, jams & jellies • New York
WITNESSETH:License Agreement • September 18th, 2000 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies
FromSecurity Agreement • February 11th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
STATEMENTSTermination Agreement • April 16th, 2003 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies
THIS LIMITED LIABILITY COMPANY AGREEMENT of Samantha Investors, LLC is dated as of February 2, 2000, by and among Bain Capital Fund VI, L.P., BCIP Associates II, BCIP Associates II-B, BCIP Associates II-C, BCIP Trust Associates II, BCIP Trust...Limited Liability Company Agreement • July 14th, 2000 • Bain Capital Fund Vi Lp • Canned, fruits, veg, preserves, jams & jellies • Massachusetts
RECITALSSettlement Agreement • March 24th, 2000 • Maui Land & Pineapple Co Inc • Canned, fruits, veg, preserves, jams & jellies • Hawaii
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this ____ day of ___________, 2001, by and between Odwalla, Inc., a California corporation (the "Company"), and _____________________...Indemnification Agreement • November 29th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies • California
EXHIBIT 3 --------- AGREEMENT OF LIMITED PARTNERSHIP OF CARDINAL-UNIMARK INVESTORS, L.P. ----------------------------------- THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE...Limited Partnership Agreement • July 16th, 2004 • Cardinal-UniMark Investors, L.P. • Canned, fruits, veg, preserves, jams & jellies • Delaware
Exhibit 10.5 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "ASSIGNMENT AND ASSUMPTION AGREEMENT"), is dated as of the 17 day of December 2002, and is made by and between H.J. Heinz Company, a Pennsylvania...Assignment and Assumption Agreement • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
BY AND AMONGShareholder Agreement • July 9th, 1998 • Seneca Foods Corp /Ny/ • Canned, fruits, veg, preserves, jams & jellies • New York
GUARANTY Effective as of October 2, 1999 WHEREAS, Sam Perricone, a resident of Orange County, California ("Guarantor") desires that The UniMark Group, Inc., a Texas corporation ("UniMark") enter into that certain Asset Purchase Agreement (the "Asset...Guaranty • November 18th, 1999 • Unimark Group Inc • Canned, fruits, veg, preserves, jams & jellies • Texas
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of December 17, 1997Registration Rights Agreement • March 4th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
