EXHIBIT 1 SHARE RIGHTS AGREEMENT INTERNATIONAL MULTIFOODS CORPORATIONRights Agreement • September 22nd, 2000 • International Multifoods Corp • Wholesale-groceries & related products • Delaware
EXHIBIT 4.1 CREDIT AGREEMENT DATED AS OF OCTOBER 24, 2000Credit Agreement • December 22nd, 2000 • International Multifoods Corp • Wholesale-groceries & related products • Illinois
INDEX OF DEFINED TERMS vi 1. Purchase and Sale of the Shares 1 2. Closing; Purchase Price Adjustment 1 (a) Closing and Adjustment 1 (b) Determination of Closing Net Assets 2 3. Conditions to Closing 4 (a) Buyer's Obligation 4 (b) Seller's Obligation 6...Stock Purchase Agreement • August 27th, 1999 • International Multifoods Corp • Wholesale-groceries & related products • New York
Exhibit 10.21 SEPARATION AGREEMENT This Agreement is made and entered into as of this 31st day of December, 1996 by and between International Multifoods Corporation, a Delaware corporation (the "Company"), and Duncan H. Cocroft ("Cocroft"). WHEREAS,...Separation Agreement • May 15th, 1997 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
EXHIBIT 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment") is made as of the 13th day of November, 2001, by and between International Multifoods Corporation, a Delaware corporation (the...Employment Agreement • January 14th, 2002 • International Multifoods Corp • Wholesale-groceries & related products
EXHIBIT 2.1 AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG GENERAL MILLS, INC., THE PILLSBURY COMPANY AND INTERNATIONAL MULTIFOODS CORPORATION DATED AS OF OCTOBER 24, 2001 TABLE OF CONTENTSAsset Purchase and Sale Agreement • November 28th, 2001 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
EXHIBIT 4.2 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 17, 2000Credit Agreement • December 22nd, 2000 • International Multifoods Corp • Wholesale-groceries & related products • Ontario
U.S. $150,000,000 INTERNATIONAL MULTIFOODS CORPORATION Medium-Term Notes, Series B DISTRIBUTION AGREEMENTPurchase Agreement • February 1st, 1996 • International Multifoods Corp • Grain mill products • New York
EXHIBIT 4.2 FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 14th, 2002 • International Multifoods Corp • Wholesale-groceries & related products • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 1st day of November, 1996, by and between International Multifoods Corporation, a Delaware corporation (the "Company"), and Gary E. Costley, a resident of...Employment Agreement • January 13th, 1997 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
CREDIT AGREEMENTCredit Agreement • January 14th, 2002 • International Multifoods Corp • Wholesale-groceries & related products • New York
Exhibit 10.24 RELEASE, CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETITION AGREEMENT NOTE: MULTIFOODS HEREBY ADVISES KEAN TO CONSULT WITH AN ATTORNEY- AT- LAW OF KEAN'S CHOICE BEFORE KEAN SIGNS AND DELIVERS THIS AGREEMENT. THIS AGREEMENT (hereinafter...Agreement • May 14th, 1998 • International Multifoods Corp • Wholesale-groceries & related products • Colorado
INTERNATIONAL MULTIFOODS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 12th, 2003 • International Multifoods Corp • Wholesale-groceries & related products • Delaware
THIS AGREEMENT, dated as of July 1, 1998, is entered into between International Multifoods Corporation, a Delaware corporation (the "Company"), and Daryl Schaller (the "Consultant").
BY EMAIL (RWRIGHT@MULTIFOODS.COM) AND BY U.S. REGULAR MAIL Robert S. Wright Parker, CO 80134 Subject: Amendment to Letter Agreement, dated August 2, 2002, betweenLetter Agreement • October 9th, 2002 • International Multifoods Corp • Wholesale-groceries & related products
Per our telephone conversations on Friday, August 2, 2002 and Monday, August 5, 2002, effective upon the date of your countersignature to this letter, the Letter Agreement shall be amended, as follows:
CLOSING AGREEMENTClosing Agreement • November 28th, 2001 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
SEVERANCE AGREEMENT (TERMINATION OF EMPLOYMENT)Severance Agreement • May 21st, 2002 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
THIS AGREEMENT (the "Agreement") is made and entered into as of the 13th, day of November, 2001, by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation (the "Company"), having its principal offices at 110 Cheshire Lane, Minnetonka, Minnesota 55305 and DAN C. SWANDER, whose office address is at 110 Cheshire Lane, Minnetonka, Minnesota 55305 ("Executive").
AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL MULTIFOODS CORPORATION, MIX ACQUISITION CORPORATION and THE J. M. SMUCKER COMPANY Dated as of March 7, 2004Agreement and Plan of Merger • March 11th, 2004 • International Multifoods Corp • Wholesale-groceries & related products • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 7, 2004, by and among The J. M. Smucker Company, an Ohio corporation (“Parent”), MIX Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and International Multifoods Corporation, a Delaware corporation (the “Company”).
JMS SHAREHOLDERS AGREEMENT AND IRREVOCABLE PROXYJMS Shareholders Agreement and Irrevocable Proxy • March 11th, 2004 • International Multifoods Corp • Wholesale-groceries & related products • Delaware
RETAIL TRADEMARK LICENSE AGREEMENTRetail Trademark License Agreement • January 14th, 2002 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
RELEASE AGREEMENT THIS RELEASE AGREEMENT (hereinafter "the Agreement" or "this Agreement"), dated as of August 31, 1996, by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation ("Multifoods"), and JOHN E. SAMPSON, a resident of...Release Agreement • October 10th, 1996 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
BY AND AMONGAsset Purchase and Sale Agreement • May 29th, 2001 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
Exhibit 10.18 AMENDMENT TO AGREEMENT THIS AMENDMENT is made and entered into as the 23rd day of March, 2000, by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation (the "Company"), having its principal offices at 200 East Lake...To Agreement • May 16th, 2000 • International Multifoods Corp • Wholesale-groceries & related products • Colorado
Exhibit 10.2 CONSULTING AGREEMENT CONSULTING AGREEMENT dated and effective as of May 1, 1997, by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation ("Multifoods"), and RFM Enterprises, Inc. an Illinois corporation ("Contractor"),...Consulting Agreement Consulting Agreement • July 11th, 1997 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2004 • International Multifoods Corp • Wholesale-groceries & related products
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT ("Third Amendment") is made as of the 28th day of February, 2004, by and between International Multifoods Corporation, a Delaware corporation (the "Corporation") and Gary E. Costley, a resident of Wayzata, Minnesota (the "Executive").
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 11th, 2004 • International Multifoods Corp • Wholesale-groceries & related products • Delaware
Amendment, dated as of March 7, 2004, between International Multifoods Corporation, a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A. as Rights Agent (the "Rights Agent"), to the Rights Agreement dated as of September 15, 2000 (the "Rights Agreement").
STOCK PURCHASE AGREEMENT between INTERNATIONAL MULTIFOODS CORPORATION (Seller) and WELLSPRING DISTRIBUTION CORP. (Buyer)Stock Purchase Agreement • July 30th, 2002 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 29, 2002, between International Multifoods Corporation, a Delaware corporation (“Seller”), and Wellspring Distribution Corp., a Delaware corporation (“Buyer”).
AMENDMENT TO RETAIL TRADEMARK LICENSE AGREEMENTRetail Trademark License Agreement • May 12th, 2003 • International Multifoods Corp • Wholesale-groceries & related products
This is an AMENDMENT TO RETAIL TRADEMARK LICENSE AGREEMENT (this "AMENDMENT") by and between The Pillsbury Company, a Delaware Corporation, having a principal place of business at Number One General Mills Boulevard, Minneapolis, Minnesota 55426 ("TPC") and International Multifoods Corporation, a Delaware corporation having a principal place of business at 110 Cheshire Lane, Suite 300, Minnetonka, Minnesota 55305 ("LICENSEE").
LEAVE OF ABSENCE AGREEMENTAbsence Agreement • April 29th, 2004 • International Multifoods Corp • Wholesale-groceries & related products
This LEAVE OF ABSENCE AGREEMENT, by and between International Multifoods Corporation, a Delaware corporation (the "Company"), and Dan C. Swander (the "Executive"), is executed as of this 23rd day of December, 2004.
AGREEMENTAgreement • May 15th, 1997 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
August 2, 2002Release and Confidentiality Agreement • October 9th, 2002 • International Multifoods Corp • Wholesale-groceries & related products
MULTIFOODS LETTERHEAD] Memo DATE: September 20, 1996 TO: Frank W. Bonvino FROM: Robert F. Maddocks Executive Vice President SUBJECT: SUPPLEMENTAL RETIREMENT AGREEMENT The intent of this memorandum is to set forth the terms of a supplemental benefit...International Multifoods Corp • May 13th, 1999 • Wholesale-groceries & related products • Minnesota
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • October 9th, 2002 • International Multifoods Corp • Wholesale-groceries & related products • New York
FIRST AMENDMENT AND CONSENT, dated as of August 20, 2002 (this “Amendment”), to and under the Credit Agreement, dated as of September 28, 2001 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among International Multifoods Corporation (the “U.S. Borrower”), Robin Hood Multifoods Inc. (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), Rabobank International, as documentation agent, U.S. Bank National Association and UBS Warburg LLC, as syndication agents, and Canadian Imperial Bank of Commerce (“CIBC”), as U.S. administrative agent and Canadian administrative agent (the “Administrative Agents”).
Exhibit 4.7 AMENDING AGREEMENT This Agreement is made as of the 1st day of November, 1999 among Robin Hood Multifoods Inc., Canadian Imperial Bank of Commerce, as Agent, and the parties named as Lenders on the execution pages hereof. WHEREAS the...Amending Agreement • May 16th, 2000 • International Multifoods Corp • Wholesale-groceries & related products
CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of the first day of September, 1996 (hereinafter referred to as the "Agreement" or this "Agreement"), by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation ("Multifoods"), having...Consulting Agreement • October 10th, 1996 • International Multifoods Corp • Wholesale-groceries & related products • Minnesota
Exhibit 10.22 AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT THIS AMENDMENT is made and entered into as of the 23rd day of March, 2000, by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation (the "Company"), having its principal...Supplemental Retirement Agreement • May 16th, 2000 • International Multifoods Corp • Wholesale-groceries & related products
