Smucker J M Co Sample Contracts

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 8th, 2004 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Delaware
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EXHIBIT 4.1 AMENDED AND RESTATED RIGHTS AGREEMENT DATED AS OF AUGUST 28, 2000 BY AND BETWEEN THE J. M. SMUCKER COMPANY
Rights Agreement • August 28th, 2000 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
January 24, 2005
Purchase Agreement • July 12th, 2005 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Minnesota
ARTICLE I DEFINITIONS
Restricted Stock Agreement • April 20th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies
The J. M. Smucker Company Strawberry Lane Orrville, Ohio 44667 October 9, 2001
Rights Agreement • October 22nd, 2001 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
BY AND AMONG
Purchase Agreement • July 12th, 2005 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Minnesota
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • New York

This REGISTRATION RIGHTS AGREEMENT dated March 20, 2015 (this “Agreement”) is entered into by and among The J.M. Smucker Company, an Ohio corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below).

ARTICLE I DEFINITIONS
Smucker J M Co • December 9th, 2004 • Canned, fruits, veg, preserves, jams & jellies • Ohio
THE J. M. SMUCKER COMPANY $500,000,000 2.375% Notes due 2030 $300,000,000 3.550% Notes due 2050 Underwriting Agreement
J M SMUCKER Co • March 9th, 2020 • Canned, fruits, veg, preserves, jams & jellies • New York

The J. M. Smucker Company, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 2.375% Notes due 2030 (the “2030 Notes”) and $300,000,000 principal amount of its 3.550% Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Securities”). The Securities will be issued pursuant to an indenture, dated as of March 20, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a third supplemental indenture (the “Third Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”) to be dated as of March 9, 2020 by and between the Company and the Trustee.

THE J. M. SMUCKER COMPANY $300,000,000 2.200% Notes due 2019 $500,000,000 3.375% Notes due 2027 Underwriting Agreement
Underwriting Agreement • December 7th, 2017 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • New York

The J. M. Smucker Company, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 2.200% Notes due 2019 (the “2019 Notes”) and $500,000,000 principal amount of its 3.375% Notes due 2027 (the “2027 Notes” and, together with the 2019 Notes, the “Securities”). The Securities will be issued pursuant to an indenture, dated as of March 20, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the a second supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”) to be dated as of December 7, 2017 by and between the Company and the Trustee.

DEED OF VARIATION - SHARE SALE AGREEMENT
Share Sale Agreement • September 9th, 2004 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
COMMERCIAL PAPER DEALER AGREEMENT between THE J. M. SMUCKER COMPANY, as Issuer and as Dealer
Commercial Paper Dealer Agreement • August 27th, 2014 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

This Commercial Paper Dealer Agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

BY AND AMONG
Agreement and Plan of Merger • October 12th, 2001 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
BRIDGE TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 2, 2015 AMONG THE J. M. SMUCKER COMPANY, THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT MERRILL...
Credit Agreement • March 3rd, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware

This Bridge Term Loan Credit Agreement is entered into as of March 2, 2015, by and among The J. M. Smucker Company, an Ohio corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of America, N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

RIGHTS AGREEMENT, Dated as of May 20, 2009, By and Between THE J. M. SMUCKER COMPANY and COMPUTERSHARE TRUST COMPANY, N.A., As Rights Agent
Rights Agreement • May 21st, 2009 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio

This Rights Agreement, dated as of May 20, 2009 (this “Agreement”), is made and entered into by and between The J. M. Smucker Company, an Ohio corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

ARTICLE I DEFINITIONS
Restricted Shares Agreement • June 9th, 2005 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
ARTICLE I DEFINITIONS
Tax Sharing Agreement • November 21st, 2001 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
TERM LOAN CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2023 AMONG THE J. M. SMUCKER COMPANY, AS BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND THE LENDERS FROM TIME TO TIME PARTIES HERETO BOFA SECURITIES, INC., RBC CAPITAL MARKETS,...
Term Loan Credit Agreement • September 28th, 2023 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware

This Term Loan Credit Agreement is entered into as of September 27, 2023, by and among The J. M. Smucker Company, an Ohio corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent and the several financial institutions from time to time party to this Agreement, as Lenders. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Term Loan Credit Agreement • November 15th, 2019 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware

from each of the Lenders in proportion to their respective Applicable Percentage. As provided in Section 1.6(a) hereof, the Borrower may elect that each Borrowing of Loans be either Base Rate Loans or LIBOR Loans. Loans borrowed under this Section 1.1 and repaid or prepaid may not be reborrowed.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • September 1st, 2017 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware

This AMENDMENT NO. 1, dated as of September 1, 2017 (this “Amendment”), to the Credit Agreement is by and among The J. M. Smucker Company, an Ohio corporation (the “Borrower”), Bank of America, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”) and as a Lender, and the other Lenders party hereto.

THE J. M. SMUCKER COMPANY RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 20th, 2023 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Ohio

WHEREAS, ______________ (the “Grantee”) is an employee of The J. M. Smucker Company, an Ohio corporation (the “Company”), or one of its Subsidiaries; and

AMONG
Contribution Agreement • October 12th, 2001 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
RIGHTS AGREEMENT, Dated as of May 20, 2009, By and Between THE J. M. SMUCKER COMPANY and COMPUTERSHARE TRUST COMPANY, N.A., As Rights Agent
Rights Agreement • May 21st, 2009 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio

This Rights Agreement, dated as of May 20, 2009 (this “Agreement”), is made and entered into by and between The J. M. Smucker Company, an Ohio corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

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 AGREEMENT
Guaranty 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).

TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 27, 2018 AMONG THE J. M. SMUCKER COMPANY, THE LENDERS FROM TIME TO TIME PARTIES HERETO, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE...
Term Loan Credit Agreement • May 1st, 2018 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware

This Note is one of the Notes referred to in the Term Loan Credit Agreement, dated as of April 27, 2018 (as amended, restated, amended and restated, extended, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The J. M. Smucker Company, an Ohio corporation (“Borrower”), Bank of America, N.A., as Administrative Agent and the several financial institutions from time to time party thereto as Lenders, and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement.

ARTICLE I DEFINITIONS
Deferred Shares Agreement • June 9th, 2005 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
THE J. M. SMUCKER COMPANY NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • June 20th, 2023 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Ohio

This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated _____, 20__ (the “Date of Grant”), is between The J. M. Smucker Company, an Ohio corporation (the “Company”), and _________ (the “Optionee”). The award hereunder is granted pursuant to the terms of the Company’s 2020 Equity and Incentive Compensation Plan (the “Plan”). Capitalized terms used herein but not defined shall have the respective meanings set forth in the Plan.

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, 2015
Note 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:

Amended and Restated Credit Agreement Dated as of January 31, 2011 among The J. M. Smucker Company Smucker Foods of Canada Corp., The Guarantors from time to time parties hereto, the Lenders from time to time parties hereto, and Bank of Montreal, as...
Credit Agreement • February 2nd, 2011 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

This Amended and Restated Credit Agreement is entered into as of January 31, 2011, by and among The J. M. Smucker Company, an Ohio corporation (the “U.S. Borrower”), Smucker Foods of Canada Corp., a federally incorporated Canadian corporation (the “Canadian Borrower” and, together with the U.S. Borrower, individually a “Borrower” and together the “Borrowers”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

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