CREDIT AGREEMENT Dated as of June 27, 2005 amongCredit Agreement • May 12th, 2006 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TREEHOUSE FOODS, INC. UNDERWRITING AGREEMENT dated January 20, 2016 MERRILL LYNCH, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC BMO CAPITAL MARKETS CORP. SUNTRUST ROBINSON HUMPHREY, INC.Underwriting Agreement • January 26th, 2016 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 11,538,461 shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,730,769 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
TREEHOUSE FOODS, INC. (a Delaware corporation) 2,350,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • February 24th, 2010 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Morgan Stanley & Co. Incorporated are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 352,500 additional shares of Common Stock to cover overallotments, if any. The
CREDIT AGREEMENT Dated as of May 6, 2014 among TREEHOUSE FOODS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK,...Credit Agreement • May 8th, 2014 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 6, 2014, among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 1, 2016 among TREEHOUSE FOODS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF AMERICA, N.A.,...Credit Agreement • February 1st, 2016 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 1, 2016, among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 1, 2017 among TREEHOUSE FOODS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF...Credit Agreement • December 5th, 2017 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2017, among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ContractCredit Agreement • February 15th, 2022 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
AMENDMENT NO. 4, dated as of February 14, 2022 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019 and as further amended by Amendment No. 3 dated as of March 26, 2021, the “Existing 2021 Credit Agreement”, and as modified by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, each L/C Issuer from time to time party thereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Swing Line Lender and a L/C Issuer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Existing 2021 Credit Agreement, as amended by this Amendment.
TREEHOUSE FOODS, INC. and THE BANK OF NEW YORK, as Rights Agent RIGHTS AGREEMENT dated as of June 27, 2005Rights Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
AMENDMENT NO. 3, dated as of March 26, 2021 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (the “2017 Credit Agreement,” as amended by Amendment No. 1, dated as of June 11, 2018, and as further...Credit Agreement • April 1st, 2021 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2017, among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer (as defined below) from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:TreeHouse Foods, Inc. • March 3rd, 2010 • Canned, frozen & preservd fruit, veg & food specialties • New York
INDENTURE (herein called this “Indenture”), dated as of March 2, 2010, among TreeHouse Foods, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Two Westbrook Corporate Center, Suite 1070, Westchester, Illinois 60154, each Subsidiary Guarantor (as hereinafter defined) and Wells Fargo Bank, National Association, a national banking association, as Trustee (herein called the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2018 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 2, 2018 (the “Effective Date”), is made by and between TREEHOUSE FOODS, INC., a Delaware corporation (the “Company”), and STEVEN OAKLAND (the “Executive”).
TREEHOUSE FOODS, INC. UNDERWRITING AGREEMENT dated August 25, 2020Underwriting Agreement • August 27th, 2020 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TREEHOUSE FOODS, INC. PURCHASE AGREEMENT dated February 19, 2010 Banc of America Securities LLC Wells Fargo Securities, LLCPurchase Agreement • February 24th, 2010 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000.00 principal amount of its 7.750% Senior Notes due 2018 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of the Closing Time (as defined in Section 3 hereof) (the “Base Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Time (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indentu
TREEHOUSE FOODS, INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.00% SENIOR NOTES DUE 2024 NINTH SUPPLEMENTAL INDENTURE DATED AS OF January 29, 2016 TO THE INDENTURE DATED AS OF March...TreeHouse Foods, Inc. • February 1st, 2016 • Canned, frozen & preservd fruit, veg & food specialties • New York
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 27, 2005, by and between Dean Specialty Foods Holdings, Inc., a Delaware corporation (the “Company”), and David B. Vermylen (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN HARRY J. WALSH AND TREEHOUSE FOODS, INC.Employment Agreement • November 12th, 2008 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of November 7, 2008, is between TREEHOUSE FOODS, INC., a Delaware corporation (the “Company”), and HARRY J. WALSH (the “Executive”).
TREEHOUSE FOODS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 6th, 2015 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the attached Notice of Grant, is made and entered into by and between TreeHouse Foods, Inc., a Delaware corporation (the “Company”), and the individual named on the attached Notice of Grant (the “Participant”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN HARRY J. WALSH AND TREEHOUSE FOODS, INC.Employment Agreement • February 24th, 2014 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of February 24, 2014, is between TREEHOUSE FOODS, INC., a Delaware corporation (the “Company”), and HARRY J. WALSH (the “Executive”).
TAX SHARING AGREEMENTTax Sharing Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of June 27, 2005 by and among Dean Foods Company, a Delaware corporation (“Distributing”), TreeHouse Foods, Inc., a Delaware corporation and a subsidiary of Distributing (“Controlled”), and each Controlled Affiliate (as defined below), is entered into in connection with the Distribution (as defined below).
TREEHOUSE FOODS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • August 6th, 2015 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the attached Notice of Grant, is made and entered into by and between TreeHouse Foods, Inc., a Delaware corporation (the “Company”), and the individual named on the attached Notice of Grant (the “Participant”).
EXECUTIVE SEVERANCE PLAN SEVERANCE AND RELEASE AGREEMENTExecutive Severance Plan • February 15th, 2022 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
TREEHOUSE FOODS, INC., together with its subsidiary (Bay Valley Foods, LLC), and each of their subsidiaries, affiliates, predecessors, successors, directors, officers, fiduciaries, insurers, employees and agents (hereinafter collectively referred to as the “Company”), and Lori Roberts, for yourself, your spouse, family, assignees, heirs, agents and attorneys (individually or jointly, “You” or “Your”) agree and represent as follows:
STOCK PURCHASE AGREEMENT dated as of November 1, 2015 between CONAGRA FOODS, INC. and TREEHOUSE FOODS, INC.Stock Purchase Agreement • November 2nd, 2015 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
AGREEMENT (this “Agreement”) dated as of November 1, 2015 between ConAgra Foods, Inc., a Delaware corporation (“Seller”), and TreeHouse Foods, Inc., a Delaware corporation (“Buyer”).
TREEHOUSE FOODS, INC.Based Restricted Share Unit Award Agreement • May 18th, 2022 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), is pleased to grant you this Performance-Based Restricted Share Unit Award (the “Award”) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the “Plan”). This Award is subject to the terms and conditions as set forth in this Performance-Based Restricted Share Unit Award Agreement (the “Agreement”) and the Plan, which is incorporated by reference herein in its entirety. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 7th, 2023 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of April 4, 2023, among RUSHMORE INVESTMENT II LLC, a Delaware limited liability company (“Holdings”), RUSHMORE INVESTMENT III LLC, a Delaware limited liability company (the “Borrower”), the Term Lenders party hereto (constituting the Required Lenders) and TREEHOUSE FOODS, INC., as administrative agent (in such capacity, the “Administrative Agent”).
ContractCredit Agreement • May 8th, 2023 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
AMENDMENT NO. 6, dated as of February 17, 2023 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019, as further amended by Amendment No. 3 dated as of March 26, 2021, as further amended by Amendment No. 4, dated as of February 14, 2022, and as further amended by Amendment No. 5, dated as of August 10, 2022, the “Existing Credit Agreement”, and as modified by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TREEHOUSE FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, each L/C Issuer from time to time party thereto, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and a L/C Issuer. Capitalized ter
CO-PACK AGREEMENTCo-Pack Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS CO-PACK AGREEMENT (“Agreement”) is dated and effective as of June 27, 2005 (“Effective Date”), by and between Dean Foods Company (“Dean”), a corporation organized and existing under the laws of the State of Delaware, and TreeHouse Foods, Inc. (“TreeHouse”), a corporation organized and existing under the laws of the State of Delaware.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Employee Matters Agreement, dated as of June 27, 2005, is between Dean Foods Company (“Dean”), a Delaware corporation, and TreeHouse Foods, Inc. (“TreeHouse”), a Delaware corporation (the “Agreement”).
Matthew Foulston Re: 2017 Special Bonus Agreement (“Agreement”)2017 Special Bonus Agreement • December 29th, 2017 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
TreeHouse Foods, Inc. would like to offer you a Special Bonus that is payable in two parts according to the terms and conditions described below.
TREEHOUSE FOODS, INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.000% SENIOR NOTES DUE 2028 TWELFTH SUPPLEMENTAL INDENTURE DATED AS OF September 9, 2020 TO THE INDENTURE DATED AS OF...TreeHouse Foods, Inc. • September 9th, 2020 • Canned, frozen & preservd fruit, veg & food specialties • New York
This TWELFTH SUPPLEMENTAL INDENTURE, dated as of September 9, 2020 (this “Supplemental Indenture”), is by and among TreeHouse Foods, Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture and herein, the “Company”), the Guarantors (as defined below) and Wells Fargo Bank, National Association, a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
Form of Distribution Agreement Dated as of [_________], 2005 Between Dean Foods Company and TreeHouse Foods, Inc.Distribution Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS DISTRIBUTION AGREEMENT is made on [___], 2005 by and between Dean Foods Company, a Delaware corporation (“Dean”), and TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”).
COOPERATION AGREEMENTCooperation Agreement • March 2nd, 2021 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This cooperation agreement, dated March 2, 2021 (this “Agreement”), is by and between JANA Partners LLC, a Delaware limited liability company (“JANA”) and TreeHouse Foods, Inc., a Delaware corporation (the “Company”). The Company and JANA are each herein referred to as a “party” and, collectively, the “parties.” In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 14th, 2010 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of September 13, 2010 by and among (i) STSF Holdings LLC, a Delaware limited liability company (the “Seller”), (ii) STSF Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Seller (“Holdings”), (iii) S.T. Specialty Foods, Inc., a Minnesota corporation and a wholly owned subsidiary of Holdings (“Opco” and, together with Holdings, the “Company”), and (iv) TreeHouse Foods, Inc., a Delaware corporation (the “Buyer”).
TREEHOUSE FOODS, INC.2023 Performance Unit Agreement • May 8th, 2023 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
TreeHouse Foods, Inc., a Delaware corporation (the “Company”), is pleased to grant you this Performance Share Unit Award (the “Award”) under the TreeHouse Foods Inc, Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the “Plan”). This Award is subject to the terms and conditions as set forth in this Performance Share Unit Award Agreement (the “Agreement”) and the Plan, which is incorporated by reference herein in its entirety. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
ADVISORY AGREEMENTAdvisory Agreement • June 29th, 2021 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Advisory Agreement (this “Agreement”) is entered into this 28th day of June, 2021 (the “Effective Date”) by and between TreeHouse Foods, Inc., a Delaware corporation (together with any successor, the “Company”), and Thomas E. O’Neill (“Advisor”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 31st, 2015 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois
THIS CONSULTING SERVICES AGREEMENT (hereinafter “Agreement”), is effective as of the 1st day of August, 2015 (“Effective Date”), by and between TreeHouse Foods, Inc., with its principal place of business at 2021 Spring Road, Suite 600, Oak Brook, IL 60523 (“Company”) and Harry J. Walsh (“Consultant”).
