300,000,000 9 1/4% Senior Notes due 2015Registration Rights Agreement • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 23, 2009, among PINNACLE FOODS FINANCE LLC, a Delaware limited liability company (the “Company”), PINNACLE FOODS FINANCE CORP., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) the guarantors listed on Schedule I hereto (the “Guarantors”) and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Barclays Capital Inc. as the representatives of the Initial Purchasers named in Annex A to the Purchase Agreement (as defined below) (together, the “Representatives”).
ContractTransaction and Advisory Fee Agreement • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • New York
THIS AMENDED AND RESTATED TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of December 23, 2009 and is between Pinnacle Foods Finance LLC, a Delaware limited liability company (together with its successors, the “Company”) and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”). Capitalized terms used in this Agreement and not defined herein shall be as defined in the Stock Purchase Agreement, dated as of November 18, 2009 (the “Stock Purchase Agreement”), among Birds Eye Holdings LLC, a Delaware limited liability company (“Seller”), Birds Eye Foods, Inc., a Delaware corporation (“Birds Eye”), and Pinnacle Foods Group LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Pinnacle Opco”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products
This Second Amendment to Credit Agreement (this “Amendment”) is dated as of December 23, 2009 and is entered into by and among Pinnacle Foods Finance LLC, a Delaware limited liability company (the “Borrower’’), Peak Finance Holdings LLC, a Delaware limited liability company (“Holdings”), Barclays Bank PLC (“Barclays”), as Administrative Agent (“Administrative Agent”), the Revolving Commitment Increase Lenders (as defined below), the Tranche C Term Lenders (as defined below) and, for purposes of Sections IV and V hereof, the Guarantors listed on the signature papers hereto, and is made with reference to that certain Credit Agreement, dated as of April 2, 2007 (as amended by that certain First Amendment, Resignation, Waiver, Consent and Appointment Agreement, dated as of December 4, 2009, and as further amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, Holdings, the Lenders party thereto from time to time, the Administrative Agent,
ContractSupplemental Indenture • December 24th, 2009 • Pinnacle Foods Finance LLC • Food and kindred products • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2009, among Birds Eye Foods, Inc., a Delaware corporation, Birds Eye Holdings, Inc., a Delaware corporation, Birds Eye Group, Inc., a Delaware corporation, Kennedy Endeavors Incorporated, a Washington corporation, Seasonal Employers, Inc., a New York corporation, BEMSA Holding, Inc., a Delaware corporation, GLK Holdings, Inc., a Delaware corporation, GLK, LLC, a Delaware limited liability company and Rochester Holdco, LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the “Issuers”), and Wilmington Trust Company, as trustee (the “Trustee”).
