SECOND SUPPLEMENTAL INDENTURE dated as of November 10, 1997,
between Agrilink Foods, Inc. (formerly Xxxxxxx-Xxxxx Foods, Inc.), a New York
corporation (the "Issuer"), and IBJ Xxxxxxxx Bank & Trust Company, a New York
banking corporation, as trustee (the "Trustee").
The parties to this Supplemental Indenture entered into an
Indenture dated as of November 3, 1994, as supplemented by the First
Supplemental Indenture dated as of November 3, 1994 (as supplemented, the
"Indenture"), among such parties, Pro-Fac Cooperative, Inc., a New York
cooperative corporation (the "Guarantor"), and the subsidiary guarantors named
therein, providing, among other things, for the authentication, delivery and
administration of the Issuer's 12 1/4% Senior Subordinated Notes due 2005 (the
"Securities").
Pursuant to certain provisions of the Indenture, the Issuer is
entitled to extend loans to the Guarantor up to the amounts and for the purposes
set forth in such provisions. The Issuer desires to amend such provisions of the
Indenture, to increase to $20,000,000 the amount which the Issuer may lend to
the Guarantor for working capital purposes.
Pursuant to Section 9.2 of the Indenture, the Holders (as
defined in the Indenture) of at least a majority of the outstanding principal
amount of the Securities currently outstanding have approved such amendment, as
described in this Supplemental Indenture.
The Issuer has directed the Trustee to execute and deliver
this Supplemental Indenture in accordance with the terms of the Indenture.
In consideration of the premises, the parties mutually agree
as follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the Securities:
SECTION 1. Amendments to Indenture. The Indenture is hereby
amended as follows:
1.1. Clause (vi) of the definition of "Permitted Investment"
in Section 1.1 of the Indenture is amended by deleting the references to "$10.0
million" and "15 consecutive days" set forth therein and replacing such
references with "$20.0 million" and "45 consecutive days," respectively.
1.2. Section 4.8(c) of the Indenture is amended by deleting
the references to "$10.0 million" and "15 consecutive days" set forth therein
and replacing such references with "$20.0 million" and "45 consecutive days,"
respectively.
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SECTION 2. Notification to Holders. The Issuer shall notify
the Holders (as defined in the Indenture) in accordance with Section 9.2 of the
Indenture of the execution of this Supplemental Indenture.
SECTION 3. Receipt by Trustee. In accordance with Section 7.2
of the Indenture, the parties acknowledge that the Trustee has received an
Officers' Certificate (as defined in the Indenture) as conclusive evidence that
this Supplemental Indenture complies with the applicable requirements of the
Indenture.
SECTION 4. No Other Changes. Except as amended by this
Supplemental Indenture, all of the provisions of the Indenture shall remain in
full force and effect. The Indenture, as amended hereby, shall remain in full
force and effect, in accordance with its terms.
SECTION 5. Miscellaneous. All agreements of the Company and
the Trustee, as amended hereby, shall bind the Company and the Trustee,
respectively, and their respective successors. The parties may sign any number
of counterparts of this Supplemental Indenture. Each such counterpart shall be
an original, but all of them together represent the same agreement. The internal
laws of the State of New York shall govern this Supplemental Indenture, without
regard to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written above.
AGRILINK FOODS, INC.
By /s/Xxxxxxx X. Xxxx
Name: X. X. Xxxx
Title: Senior Vice President
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Assistant Vice President
