AMENDMENT TO THE MARKETING AND FACILITATION AGREEMENT
This Amendement dated as of September 23, 1998 between Pro-Fac Cooperative,
("Pro-Fac") and Agrilink Foods, Inc. ("Agrilink").
WHEREAS, Pro-Fac entered into the Marketing and Facilitation Agreement (the
"Agreement"), dated November 3, 1994 with Xxxxxxx-Xxxxx Foods, Inc., and
WHEREAS, Xxxxxxx-Xxxxx Foods, Inc. amended its Certificate of Incorporation
to change its name to Agrilink, and
WHEREAS, Pro-Fac and Agrilink are now desirous of amending the Agreement,
it is agreed as follows:
1. Section 7 of the Agreement is hereby amended to read as follows:
7. Borrowings by Pro-Fac. Agrilink shall to the extent requested by
Pro-Fac lend to Pro-Fac funds for use as Pro-Fac Working Capital in amounts
not exceeding $40,000,000 at any time outstanding, on which Pro-Fac shall pay
the interest to Agrilink at the same rate paid by Agrilink for seasonal
financing. Pro-Fac shall for a period of not less than 15 consecutive days
during each fiscal year repay the entire amount of Pro-Fac Working Capital.
2. Section 25 of the Agreement is hereby amended to read as follows:
25. Term. This agreement shall remain in effect until terminated by
the parties; provided, however, this agreement shall not be terminated so long
as either (a) any indebtedness remains outstanding under the Senior Subordinated
Credit Agreement (the "Credit Agreement") dated September 23, 1998 by and among
Agrilink, Pro-Fac, other Guarantors (as defined in the Credit Agreement),
Warburg Dillon Read LLC, UBS AG, Stamford Branch, and the Lenders (as defined in
the Credit Agreement) or (b) any indebtedness remains outstanding pertaining to
the Refinancing Securities (as defined in the Credit Agreement).
IN WITNESS WHEREOF, the parties have each caused this Amendment to be
entered into and executed as of the date first above written.
PRO-FAC COOPERATIVE, INC. AGRILINK FOODS, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice-President Title: President and CEO
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