Exhibit 10.24




 





EXECUTION COPY


 


 


SECURITYHOLDERS AGREEMENT


 


 


Among


 


 


AGRILINK HOLDINGS LLC


 


 


AND


 


 


THE OTHER PARTIES HERETO


 


 


August 19, 2002




 





 

















 


Table of Contents


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I REPRESENTATIONS
  AND WARRANTIES OF THE PARTIES

  	
  1

  
	
   

  	
  1.1

  	
  Representations and
  Warranties of the Company

  	
  1

  
	
   

  	
  1.2

  	
  Representations and
  Warranties of the Securityholders

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II VOTING
  AGREEMENTS

  	
  2

  
	
   

  	
  2.1

  	
  Election of Management
  Committee Members and Directors

  	
  2

  
	
   

  	
  2.2

  	
  Other Voting Matters

  	
  4

  
	
   

  	
  2.3

  	
  Proxy

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III TRANSFERS OF
  SECURITIES

  	
  4

  
	
   

  	
  3.1

  	
  Restrictions on Transfer of
  Securities

  	
  4

  
	
   

  	
  3.2

  	
  Restrictions on Transfers
  of Vestar Securities

  	
  5

  
	
   

  	
  3.3

  	
  Securities Act Compliance

  	
  7

  
	
   

  	
  3.4

  	
  Certain Transferees Bound
  by Agreement

  	
  7

  
	
   

  	
  3.5

  	
  Class C and D Units

  	
  7

  
	
   

  	
  3.6

  	
  Transfers in Violation of
  Agreement

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV TAKE-ALONG
  RIGHTS ON APPROVED SALE

  	
  8

  
	
   

  	
  4.1

  	
  Take-Along Rights

  	
  8

  
	
   

  	
  4.2

  	
  Holdings Preferred Stock

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REGISTRATION
  RIGHTS

  	
  10

  
	
   

  	
  5.1

  	
  Demand Registrations

  	
  10

  
	
   

  	
  5.2

  	
  Incidental Registration

  	
  12

  
	
   

  	
  5.3

  	
  Holdback Agreements

  	
  14

  
	
   

  	
  5.4

  	
  Registration Procedures

  	
  15

  
	
   

  	
  5.5

  	
  Shelf Registration

  	
  18

  
	
   

  	
  5.6

  	
  Registration Expenses

  	
  18

  
	
   

  	
  5.7

  	
  Indemnification;
  Contribution

  	
  18

  
	
   

  	
  5.8

  	
  Rule 144

  	
  21

  
	
   

  	
  5.9

  	
  Underwritten Registrations

  	
  21

  
	
   

  	
  5.10

  	
  Company Public Offering

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI PRE-EMPTIVE RIGHTS

  	
  22

  
	
   

  	
  6.1

  	
  Issuance of New Securities
  to Affiliates

  	
  22

  
	
   

  	
  6.2

  	
  Issuance of New Securities

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII AMENDMENT AND
  TERMINATION

  	
  24

  
	
   

  	
  7.1

  	
  Amendment and Waiver

  	
  24

  
	
   

  	
  7.2

  	
  Termination of Certain
  Provisions

  	
  24

  
	
   

  	
  7.3

  	
  Termination of Agreement

  	
  24

  
	
   

  	
  7.4

  	
  Termination as to a Party

  	
  24

  
	
   

  	
  7.5

  	
  Issuers

  	
  25

  



 

















 


	
  ARTICLE VIII MISCELLANEOUS

  	
  25

  
	
   

  	
  8.1

  	
  Certain Defined Terms

  	
  25

  
	
   

  	
  8.2

  	
  Legends

  	
  31

  
	
   

  	
  8.3

  	
  Severability

  	
  32

  
	
   

  	
  8.4

  	
  Entire Agreement

  	
  32

  
	
   

  	
  8.5

  	
  Successors and Assigns

  	
  32

  
	
   

  	
  8.6

  	
  Counterparts

  	
  33

  
	
   

  	
  8.7

  	
  Remedies

  	
  33

  
	
   

  	
  8.8

  	
  Notices

  	
  33

  
	
   

  	
  8.9

  	
  Governing Law

  	
  34

  
	
   

  	
  8.10

  	
  Descriptive Headings

  	
  34

  
	
   

  	
  8.11

  	
  Waiver of Jury Trial

  	
  34

  



 


ii














 


SECURITYHOLDERS AGREEMENT


 


THIS
SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of August 19,
2002 among (i) Agrilink Holdings LLC, a Delaware limited liability company
(the “Company”), (ii) Vestar/Agrilink Holdings LLC, a Delaware limited
liability company, Vestar/Agrilink Associates Holdings LLC, a Delaware limited
liability company, Vestar/Agrilink Associates II Holdings LLC, a Delaware
limited liability company, Randolph Street Partners V, an Illinois general
partnership, and any other entity or investment fund managed or controlled by
Vestar Capital Partners, a general partnership, that at any time acquires
Securities and executes a counterpart of this Agreement or otherwise agrees to
be bound by this Agreement (collectively, “Vestar”), (iii) Pro-Fac
Cooperative, Inc., a New York corporation (“Pro-Fac”), (iv) the
initial parties to this Agreement who are identified as Employees on the
signature pages hereto (each, an “Employee,” and, collectively, the “Employees”),
and (v) each other holder of Securities who hereafter executes a separate
agreement to be bound by the terms hereof (which holder (unless such holder is
an employee of the Company or its Affiliates in which case such holder, after
executing a separate agreement to be bound by the terms hereof, shall be
treated as a holder of Employee Securities hereunder) shall be treated similar
to a holder of Pro-Fac Securities, except that such holder shall not be
entitled to demand registration rights) (Vestar, Pro-Fac, the Employees and each
other Person that is or may become a party to this Agreement as contemplated
hereby are sometimes referred to herein collectively as the “Securityholders”
and individually as a “Securityholder”). Certain capitalized terms used herein
are defined in Section 8.1.


 


The
parties hereto agree as follows:


 


ARTICLE I


REPRESENTATIONS AND WARRANTIES OF THE PARTIES


 


1.1
Representations and Warranties of the Company. The Company hereby represents
and warrants to the Securityholders that as of the date of this Agreement:


 


(a) it
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware, it has full power and
authority to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby, and the execution, delivery and performance
by it of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary limited liability company
action;


 


(b) this
Agreement has been duly and validly executed and delivered by the Company and
constitutes a legal and binding obligation of the Company, enforceable against
the Company in accordance with its terms; and


 


(c) the
execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby will not,
with or without the giving of notice or lapse of time, or both (i) violate
any provision of law, statute, rule or regulation to which the Company is
subject, (ii) violate any order, judgment or decree applicable to the
Company or (iii) conflict with, or result in a breach or default under,
any


 

















 


term or condition of the
Company’s organizational documents or any agreement or instrument to which the
Company is a party or by which it is bound.


 


1.2
Representations and Warranties of the Securityholders. Each Securityholder (as
to himself or itself only) represents and warrants to the Company and the other
Securityholders that, as of the time such Securityholder becomes a party to
this Agreement:


 


(a) this
Agreement (or the separate joinder agreement executed by such Securityholder)
has been duly and validly executed and delivered by such Securityholder, and
this Agreement constitutes a legal and binding obligation of such Securityholder,
enforceable against such Securityholder in accordance with its terms; and


 


(b) the
execution, delivery and performance by such Securityholder of this Agreement
(or any joinder to this Agreement, if applicable) and the consummation by such
Securityholder of the transactions contemplated hereby (and thereby, if
applicable) will not, with or without the giving of notice or lapse of time, or
both, (i) violate any provision of law, statute, rule or regulation
to which such Securityholder is subject, (ii) violate any order, judgment
or decree applicable to such Securityholder or (iii) conflict with, or
result in a breach or default under, any term or condition of any agreement or
other instrument to which such Securityholder is a party or by which such
Securityholder is bound.


 


ARTICLE II


VOTING AGREEMENTS


 


2.1         Election of
Management Committee Members and Directors.


 


(a) Each Person, other than the Company, that is a party to this
Agreement hereby agrees that such Person will vote, or cause to be voted, all
voting securities of the Company over which such Person has the power to vote
or direct the voting, and will take all other necessary or desirable action
within such Person’s control, and the Company will take all necessary and
desirable actions within its control, to cause the authorized number of members
or directors for each of the respective management committees or boards of
directors of the Company, Holdings and Agrilink to be established at nine
directors and of each other Subsidiary of the Company at such number of
directors as the management committee of the Company shall from time to time
determine, and to elect or cause to be elected to the respective management
committees or boards of directors of the Company, Holdings and Agrilink and cause
to be continued in office, the following individuals (and, in the case of each
other Subsidiary of the Company, such individuals as the management committee
of the Company shall from time to time determine):


 


(i) five (5) members/directors designated
by the Vestar Majority Holders (the “Vestar Directors”);


 


 


(ii) two (2) members/directors designated by the Pro-Fac
Majority Holders (the “Pro-Fac Directors”);


 


2

















 


(iii) one (1) member/director, who shall be the chief executive
officer of Agrilink (the “Management Director”), and, for so long as Dennis M.
Mullen is the Management Director, who shall serve as the chairman of the board
of directors of Agrilink; and


 


(iv) one (1) member/director designated by the Vestar Majority
Holders; provided, that such member/director is neither a member, or former
member, of the Company’s or its Subsidiaries’ management or an employee or
officer or former employee or officer of the Company or its Subsidiaries nor a
principal or former principal of Vestar (the “Independent Director”).


 


(b) If
at any time either the Vestar Majority Holders or the Pro-Fac Majority Holders,
as the case may be, shall notify the other parties to this Agreement of their
desire to remove, with or without cause, any individual from a Company or
Subsidiary membership/directorship for which such Person or Persons have
designation rights pursuant to paragraph (a) above, all such parties so
notified will vote, or cause to be voted, all voting securities of the Company
and its Subsidiaries over which they have the power to vote or direct the
voting, and shall take all such other actions promptly as shall be necessary or
desirable to cause the removal of such member/director. If the Management
Director ceases to be employed by the Company or its Subsidiaries, such
Management Director shall be removed promptly after such time from each board
and management committee.


 


(c) If
at any time any Vestar Director, any Pro-Fac Director or the Independent
Director ceases to serve on the management committee or board of directors of
the Company or any Subsidiary of the Company (whether due to resignation,
removal or otherwise), the Securityholders entitled to designate the Vestar
Directors, the Pro-Fac Directors or the Independent Director as appropriate,
shall be entitled to designate a successor member/director to fill the vacancy
created thereby on the terms and subject to the conditions of paragraph (a) above,
and if the Management Director is removed pursuant to paragraph (b) above,
then the new chief executive officer of Agrilink shall be designated to fill
the vacancy created thereby or, if the position of chief executive officer
shall be vacant, the chief operating officer or other most senior executive
officer shall be designated to fill such vacancy. Each Person that is a party
hereto agrees to vote, or cause to be voted, all voting securities of the
Company and its Subsidiaries over which such Person has the power to vote or
direct the voting, and shall take all such other actions as shall be necessary
or desirable to cause the designated successor to be elected to fill such
vacancy.


 


(d) Nothing
in this Agreement shall be construed to impair any rights that the unitholders
or stockholders of the Company or any Subsidiary of the Company may have to
remove any director for cause under applicable law, the LLC Agreement of the
Company or the organizational documents of such Subsidiary, as the case may be.
No such removal of an individual designated pursuant to this Section 2.1
for cause shall affect any of the Securityholders’ rights to designate a
different individual pursuant to this Section 2.1 to fill the position
from which such individual was removed.


 


3

















 


(e) Subject
to Section 7.2, the provisions of this Section 2.1 shall remain in
effect with respect to the voting of the securities of any Person that has
consummated an initial Public Offering of its securities.


 


2.2
Other Voting Matters. Each party to this Agreement hereby agrees that such
party will vote, or cause to be voted, all voting securities of the Company and
its Subsidiaries over which such party has the power to vote or direct the
voting, either in person or by proxy, whether at a securityholders meeting, or
by written consent, in the manner in which Vestar directs in connection with
the approval of any amendment or amendments to the LLC Agreement, the merger,
unit exchange, combination or consolidation of the Company with any other
Person or Persons, the sale, lease or exchange of all or substantially all of
the property and assets of the Company and its Subsidiaries on a consolidated
basis, and the reorganization, recapitalization, liquidation, dissolution or
winding-up of the Company; provided however that any such action (a) shall
not be inconsistent with the terms of this Agreement or the LLC Agreement and (b) shall
not have a material adverse effect on any Securityholder in its capacity as
such, if such effect would be borne disproportionately by such Securityholder
relative to other Securityholders holding Securities of the same class.


 


2.3
Proxy. In order to effectuate the provisions of Sections 2.1, 2.2 and 4.1, each
holder of Employee Securities hereby grants to Dennis M. Mullen, or if Dennis
M. Mullen shall cease to be the chief executive officer of Agrilink, to his
successor in such position with Agrilink, or if the chief executive officer of
Agrilink shall be unable to exercise this proxy due to illness or absence or if
the position of chief executive officer of Agrilink shall be vacant, to the
chief operating officer or other most senior executive officer of Agrilink, a
proxy to vote at any annual or special meeting of Securityholders, or to take
any action by written consent in lieu of such meeting with respect to, or to
otherwise take action in respect of, all of the Securities owned or held of
record by such holder in connection with the matters set forth in Sections 2.1,
2.2 and 4.1 in accordance with the provisions of Sections 2.1, 2.2 and 4.1.
EACH OF THE PROXIES GRANTED HEREBY IS IRREVOCABLE AND IS COUPLED WITH AN
INTEREST. To effectuate the provisions of this Section 2.3, the secretary
of each of the Company and each Subsidiary of the Company, or if there be no
secretary such other officer or employee of the Company or such Subsidiary as
the management committee or board of directors of the Company or such
Subsidiary may appoint to fulfill the duties of the Secretary, shall not record
any vote or consent or other action contrary to the terms of this Section 2.3.


 


ARTICLE III


TRANSFERS OF SECURITIES


 


3.1
Restrictions on Transfer of Securities. Without the consent of the Vestar
Majority Holders (which consent may be given or withheld in their sole and
absolute discretion), no holder of Pro-Fac Securities or Employee Securities
may Transfer any Pro-Fac Securities or Employee Securities, as the case may be,
except in an Exempt Transfer or as otherwise provided by this Agreement.


 


4

















 


3.2
Restrictions on Transfers of Vestar Securities.


 


(a) Tag-Along
Rights. Prior to making any Transfer of Vestar Securities (other than a
Transfer described in Section 3.2(b)) any holder of Vestar Securities
proposing to make such a Transfer (for purposes of this Section 3.2, a “Selling
Holder”) shall give at least 30 days prior written notice to each holder of
Pro-Fac Securities and Employee Securities (for purposes of this Section 3.2,
each an “Other Holder”) and the Company, which notice (for purposes of this Section 3.2,
the “Sale Notice”) shall identify the type and amount of Vestar Securities to
be sold (for purposes of this Section 3.2, the “Offered Securities”),
describe in reasonable detail the terms and conditions of such proposed
Transfer and identify each prospective Transferee. Any of the Other Holders
may, within 15 days of the receipt of the Sale Notice, give written notice
(each, a “Tag-Along Notice”) to the Selling Holder that such Other Holder
wishes to participate in such proposed Transfer upon the terms and conditions
set forth in the Sale Notice, which Tag-Along Notice shall specify the Pro-Fac
Securities or Employee Securities such Other Holder desires to include in such
proposed Transfer; provided, that (1) each Other Holder shall be required,
as a condition to being permitted to sell Pro-Fac Securities or Employee
Securities pursuant to this Section 3.2(a) in connection with a
Transfer of Offered Securities, to elect to sell Pro-Fac Securities or Employee
Securities of the same type and class and in the same relative proportions
(which proportions shall be determined on a unit for unit or, as the case may
be, share for share basis and on the basis of aggregate liquidation value with
respect to Preferred Units or Preferred Stock) as the Securities which comprise
the Offered Securities (it being understood that, for purposes of this Section 3.2(a) only,
Class A Units and Class B Units shall be considered the same type and
class of Unit and Section 3.5 shall apply), (2) no Employee Security
that is subject to vesting shall be entitled to be sold pursuant to this Section 3.2(a) unless
such Employee Security has fully vested and (3) to exercise its tag-along
rights hereunder, each Other Holder must agree to make to the Transferee the
same representations, warranties, covenants, indemnities and agreements as the
Selling Holder agrees to make in connection with the Transfer of the Offered
Securities (except that in the case of representations and warranties
pertaining specifically to, or covenants made specifically by, the Selling
Holder, the Other Holders shall make comparable representations and warranties
pertaining specifically to (and, as applicable, covenants by) themselves). Each
Securityholder will bear (x) its or his own costs of any sale of
Securities pursuant to this Section 3.2(a) and (y) its or his
pro-rata share (based upon the relative amount of Securities sold) of any of
the other costs of any sale of Securities pursuant to this Section 3.2(a) to
the extent such costs are incurred for the benefit of all Securityholders and
are not otherwise paid by the Transferee.


 


If
none of the Other Holders gives the Selling Holder a Tag-Along Notice prior to
the expiration of the 15-day period for giving Tag-Along notices with respect
to the Transfer proposed in the Sale Notice, then (notwithstanding the first
sentence of this Section 3.2(a)) the Selling Holder may Transfer such
Offered Securities to any Person on the terms and conditions set forth in the
Sale Notice at any time within 180 days after expiration of the 15-day period
for giving Tag-Along Notices with respect to such Transfer. Any such Offered
Securities not Transferred by the Selling Holder during such 180-day period
will again be subject to the provisions of this Section 3.2(a) upon
subsequent Transfer. If one or more Other Holders give the Selling Holder a
timely Tag-Along Notice, then the Selling Holder shall use all reasonable
efforts to obtain the agreement of the prospective Transferee(s) to the
participation of the Other


 


5

















 


Holders in any contemplated
Transfer, on the same terms and conditions as are applicable to the Offered
Securities. If the prospective Transferee(s) is unwilling or unable to
acquire all of the Offered Securities and all of the Pro-Fac Securities and
Employee Securities specified in a timely Tag-Along Notice upon such terms,
then the Selling Holder may elect either to cancel such proposed Transfer or to
allocate the maximum number of each class of Securities that the prospective Transferees
are willing to purchase (the “Allocable Shares”) among the Selling Holder and
the Other Holders giving timely Tag-Along Notices as follows (it being
understood that the prospective Transferees shall be required to purchase
Securities of the same class on the same terms and conditions taking into
account the provisions of clause (1) of the first paragraph of this Section 3.2(a),
and to consummate such Transfer on those terms and conditions):


 


(i) each participating Securityholder (including the Selling
Holder) shall be entitled to sell a number of shares of each class of
Securities (taking into account the provisions of clause (1) of the first
paragraph of this Section 3.2(a)) (not to exceed, for any Other Holder,
the number of shares of such class of Securities identified in such Other
Holder’s Tag-Along Notice) equal to the product of (A) the number of
Allocable Shares of such class of Securities and (B) a fraction, the
numerator of which is such Securityholder’s Ownership Percentage of such class
of Securities and the denominator of which is the aggregate Ownership
Percentage for all participating Securityholders of such class of Securities;
and 


(ii) if after allocating the Allocable Shares of any class of
Securities to such Securityholders in accordance with clause (i) above,
there are any Allocable Shares of such class that remain unallocated, then they
shall be allocated (in one or more successive allocations on the basis of the
allocation method specified in clause (i) above) among the Selling Holder
and each such Other Holder that has elected in its Tag-Along Notice to sell a
greater number of shares of such class of Securities than previously has been
allocated to it pursuant to clause (i) and this clause (ii) (all of
whom (but no others) shall, for purposes of clause (i) above, be deemed to
be the participating Securityholders) until all such Allocable Shares have been
allocated in accordance with this clause (ii).


(b) Excluded
Transfers. The rights and restrictions contained in Section 3.2(a) shall
not apply with respect to any of the following Transfers of Securities:


 


(i) any Transfer of Vestar Securities in a Public Sale;


 


(ii) any Transfer of Vestar Securities to and among the partners,
securityholders and employees of Vestar and the partners, securityholders and
employees of such securityholders and partners (subject to compliance with
Sections 3.3 and 3.4);


 


(iii) any Transfer of Vestar Securities in accordance with Section 4.1;


 


(iv) any Transfer of Vestar Securities incidental to the exercise,
conversion or exchange of such securities in accordance with their terms, any
combination of shares (including any reverse stock split) or any
recapitalization,


 


6

















 


reorganization
or reclassification of, or any merger or consolidation involving, the Company;


 


(v) any Transfer of Vestar Securities to employees or directors of,
or consultants to, any of the Company and its Subsidiaries; and


 


(vi) any Transfer constituting an Exempt Individual Transfer.


 


(c) Excluded
Securities. No Securities that have been transferred by the Selling Holder or
an Other Holder in a Transfer pursuant to the provisions of Section 3.2(a) (“Excluded
Securities”) shall be subject again to the restrictions set forth in Section 3.2(a),
nor shall any Securityholder holding Excluded Securities be entitled to
exercise any rights as an Other Holder under Section 3.2(a) with
respect to such Excluded Securities, and no Excluded Securities held by a
Selling Holder or any Other Holder shall be counted in determining the
respective participation rights of such Holders in a Transfer subject to Section 3.2(a).


 


3.3
Securities Act Compliance. No Securities may be transferred by a Securityholder
(other than pursuant to an effective registration statement under the
Securities Act) unless such Securityholder first delivers to the Company an
opinion of counsel, which opinion and counsel shall be reasonably satisfactory
to the Company, to the effect that such Transfer is not required to be registered
under the Securities Act.


 


3.4
Certain Transferees Bound by Agreement. Subject to compliance with the other
provisions of this Article III, any Securityholder may Transfer any
Securities held by such Securityholder in accordance with applicable law; provided,
that if the Transfer is not made pursuant to a Public Sale or a transaction the
consummation of which will cause the termination of this Agreement pursuant to Article VII,
then the Transferor of such Security shall first deliver to the Company a written
agreement of the proposed Transferee (excluding a Transferee that is a limited
partner of Vestar) to become a Securityholder and to be bound by the terms of
this Agreement (unless such proposed Transferee is already a Securityholder).
All Pro-Fac Securities and Employee Securities will continue to be Pro-Fac
Securities and Employee Securities in the hands of any Transferee (other than
the Company, Vestar or any Transferee in a Public Sale); provided, that Pro-Fac
Securities and Employee Securities Transferred pursuant to an exercise of
tag-along rights as an Other Holder under Section 3.2(a) shall not be
subject to the provisions of Section 3.1 in the hands of the Transferee or
any subsequent Transferee. All Vestar Securities will continue to be Vestar Securities
in the hands of any Transferee (other than the Company, Pro-Fac, the Employees
or a Transferee in a Public Sale).


 


3.5
Class C and D Units. Upon the occurrence of any event which gives rise to
a holder of Employee Securities’ ability or requirement to transfer (including
by operation of law or pursuant to Section 3.2(a) or Section 4.1,
provided that in no event may unvested Units be transferred) Securities to a
third party in exchange for consideration pursuant to this Agreement, if
Securities to be transferred by any Securityholder include Class A Units
and/or Class B Units, then, at the election of any such holder of Employee
Securities, the Company shall take all actions necessary to convert Class C
Units and/or Class D Units into Class B Units (or other


 


7

















 


appropriate type of
security), in the manner provided in the LLC Agreement, to permit such holder
of Employee Securities to participate in the Transfer to such third party.


 


3.6
Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any
Securities in violation of any provision of this Agreement shall be void, and
the Company shall not record such Transfer on its books or treat any purported
transferee of such Securities as the owner of such Securities for any purpose.


 


ARTICLE IV


TAKE-ALONG RIGHTS ON APPROVED SALE


 


4.1
Take-Along Rights.


 


(a) If
Vestar elects to consummate, or to cause the Company to consummate, a
transaction constituting a Sale of the Company, Vestar shall notify the Company
and the other Securityholders in writing of that election, the other
Securityholders will consent to and raise no objections to the proposed
transaction, and the Securityholders and the Company will take all other
actions reasonably necessary or desirable to cause the consummation of such
Sale of the Company on the terms proposed by Vestar. Without limiting the
foregoing, (i) if the proposed Sale of the Company is structured as a sale
of assets or a merger or consolidation, or otherwise requires equityholder
approval, the Securityholders and the Company will vote or cause to be voted
all Securities that they hold or with respect to which such Securityholder has
the power to direct the voting and which are entitled to vote on such transaction
in favor of such transaction and will waive any appraisal rights which they may
have in connection therewith and (ii) if the proposed Sale of the Company
is structured as or involves a sale or redemption of Securities, the
Securityholders will agree to sell their pro-rata share of the Securities being
sold in such Sale of the Company on the terms and conditions approved by
Vestar, and the Securityholders will execute any merger, asset purchase,
security purchase, recapitalization or other sale agreement approved by Vestar
in connection with such Sale of the Company.


 


(b) The
obligations of the Securityholders with respect to the Sale of the Company are
subject to the satisfaction of the following conditions: (i) upon the
consummation of the Sale of the Company, all of the holders of a particular
class or series of Securities shall receive the same form and amount of
consideration per share, unit or amount of Securities, or if any holders of a
particular class or series of Securities are given an option as to the form and
amount of consideration to be received, all holders of such class or series
will be given the same option (it being understood that, for purposes of this Section 4.1(b) only,
Class A Units, Class B Units and Class C Units shall be
considered the same type and class of Unit); (ii) the Company’s compliance
with Section 3.5, if applicable; and (iii) all holders of rights,
without regard to time vesting or exercise restrictions, to acquire a
particular class or series of Securities will be given an opportunity to either
(A) exercise such rights prior to the consummation of the Sale of the
Company and participate in such sale as holders of such Securities or (B) upon
the consummation of the Sale of the Company, receive in exchange for such
rights consideration equal to the amount determined by multiplying (1) the
same amount of consideration per share, unit or amount of Securities received
by the holders of such type and class of Securities in connection with the Sale
of the Company less the exercise price per share, unit or amount of such


 


8

















 


rights to acquire such
Securities by (2) the number of shares, units or aggregate amount of
Securities represented by such rights.


 


(c) Each
Securityholder will bear its or his pro-rata share (based upon the relative
amount of Securities sold) of the costs of any sale of Securities pursuant to a
Sale of the Company to the extent such costs are incurred for the benefit of
all Securityholders and are not otherwise paid by the Company or the acquiring
party. Costs incurred by or on behalf of a Securityholder for its or his sole
benefit will not be considered costs of the transaction hereunder. In the event
that any transaction that Vestar elects to consummate or cause to be
consummated pursuant to this Section 4.1 is not consummated for any
reason, the Company will reimburse Vestar for all actual and reasonable
expenses paid or incurred by Vestar in connection therewith and will reimburse
each other Securityholder for any expenses it previously paid pursuant to the
first sentence of this Section 4.1(c).


 


(d) Notwithstanding
any provision in this Agreement to the contrary, Vestar Capital Partners shall
be entitled to be paid customary and reasonable fees by the Company for any
investment banking services provided by it in connection with a Sale of the
Company.


 


(e) In
the event of a sale or exchange by the Securityholders of all or substantially
all of the Securities held by the Securityholders (whether by sale, merger, recapitalization,
reorganization, consolidation, combination or otherwise), each Securityholder
shall receive in exchange for the Securities held by such Securityholder the
same portion of the aggregate consideration from such sale or exchange that
such Securityholder would have received if such aggregate consideration had
been distributed by the Company in complete liquidation pursuant to the rights
and preferences set forth in the LLC Agreement as in effect immediately prior
to such sale or exchange. Each Securityholder shall take all necessary or
desirable actions in connection with the distribution of the aggregate
consideration from such sale or exchange as requested by the Company.


 


(f) Notwithstanding
anything contained herein to the contrary, upon the consummation of the Sale of
the Company, the Securityholders shall not receive any of the proceeds from
such Sale of the Company unless and until Agrilink’s payment obligations to
Pro-Fac contained in that certain letter agreement dated as of August 19,
2002 by and between Agrilink and Pro-Fac have been satisfied pursuant to the
terms of such letter agreement.


 


4.2
Holdings Preferred Stock.


 


(a) If,
after the Company has distributed the Preferred Stock of Holdings to holders of
Units, the holders of Vestar Securities (the “Electing Holders”) elect to
Transfer to any other Person or group of related Persons on an arm’s-length
basis all of the shares of Preferred Stock of Holdings held by them, then the
Electing Holders shall have the right to require each other Securityholder to
Transfer all of the shares of Preferred Stock of Holdings held by it. The
Electing Holders shall deliver to each such other Securityholder written notice
of the proposed Transfer at least 10 days prior to the consummation of the
Transfer, which notice shall describe in reasonable detail the terms and
conditions of such proposed Transfer and identify each prospective Transferee.
Each such other Securityholder will agree to sell its shares of Preferred


 


9

















 


Stock of Holdings and will
otherwise consent to and raise no objections to the proposed Transfer, and the
Securityholders will take all other actions reasonably necessary or desirable
to cause the consummation of such Transfer on the terms and conditions proposed
by the Electing Holders, and each Securityholder shall execute any security
purchase or other sale agreement approved by the Electing Holders in connection
with such Transfer.


 


(b) The
obligations of the Securityholders with respect to the Transfer of the shares
of Preferred Stock of Holdings are subject to all Securityholders receiving the
same form and amount of consideration per share of Preferred Stock of Holdings,
or if any Securityholder is given an option as to the form and amount of
consideration to be received, all Securityholders will be given the same
option.


 


(c) Each
Securityholder will bear its or his pro-rata share (based upon the relative
number of shares sold) of the costs of the Transfer to the extent such costs
are incurred for the benefit of all Securityholders and are not otherwise paid
by the Company or the acquiring party. Costs incurred by or on behalf of a
Securityholder for its or his sole benefit will not be considered costs of the
transaction hereunder.


 


ARTICLE V


REGISTRATION RIGHTS


 


5.1
Demand Registrations.


 


(a) Requests
for Registration. Subject to the provisions of this Article V, the holders
of a majority of Vestar Securities that constitute Registrable Securities shall
have the right (the “Vestar Demand Right”) and the holders of a majority of
Pro-Fac Securities that constitute Registrable Securities shall have the right
(the “Pro-Fac Demand Right”), in each case, to request registration under the
Securities Act of all or any portion of the Registrable Securities held by such
Securityholders (in each case, referred to herein as the “Requesting Holders”)
by delivering a written notice to the principal business office of the Issuer,
which notice identifies the Requesting Holders and specifies the number of Registrable
Securities to be included in such registration (the “Registration Request”).
Subject to the restrictions set forth in Section 5.1(d), the Issuer will
give prompt written notice of such Registration Request (the “Registration
Notice”) to all other holders of Registrable Securities and will thereupon use
its commercially reasonable efforts to effect the registration (a “Demand
Registration”) under the Securities Act on any form available to the Issuer of:


 


(i) the Registrable Securities requested to be registered by the
Requesting Holders;


 


(ii) all other Registrable Securities of the same type and class
which the Issuer has received a written request to register within 30 days
after the Registration Notice is given and any securities of the Issuer
proposed to be included in such registration by the Issuer for its own account;
and


 


10

















 


(iii) any securities of the Issuer proposed to be included in such
registration by the holders of registration rights granted other than pursuant
to this Agreement (“Other Registration Rights”).


 


(b) Preservation
of Demand Registration. A registration undertaken by the Issuer at the request
of the Requesting Holder will not count as a Demand Registration:


 


(i) if, pursuant to the Vestar Demand Right or the Pro-Fac Demand
Right, the Requesting Holders fail to register and sell at least 75% of the
Registrable Securities requested to be included in such registration by them,
unless such failure results from any act of, or failure to act by, any of the
Requesting Holders (provided, that if the Requesting Holders withdraw their
Registration Request prior to the time the registration statement therefor is
declared effective because the price payable for securities included in such
offering is not acceptable to the Requesting Holders, such Registration Request
shall not count as a Demand Registration); or 


 


(ii) if the Requesting Holders withdraw a Registration Request (A) upon
the determination of the management committee or, as the case may be, board of
directors of the Issuer to postpone the filing or effectiveness of a
Registration Statement pursuant to Section 5.1(d) or (B) within
10 days of receiving notice from the Issuer of its intent to exercise its
Priority Right in connection with such registration.


 


(c) Priority
on Demand Registration. If the sole or managing underwriter of a Demand
Registration advises the Issuer in writing that in its opinion the number of
Registrable Securities and other securities requested to be included exceeds
the number of Registrable Securities and other securities which can be sold in
such offering without adversely affecting the distribution of the securities
being offered, the price that will be paid in such offering or the
marketability thereof, the Issuer will include in such registration the
greatest number of (i) Registrable Securities proposed to be registered by
the holders thereof, (ii) securities having Other Registration Rights that
are pari passu with the demand rights granted in respect of Registrable
Securities hereunder proposed to be registered by the holders thereof and (iii) securities
proposed to be registered by the Issuer for its own account which in the
opinion of such underwriters can be sold in such offering without adversely
affecting the distribution of the securities being offered, the price that will
be paid in such offering or the marketability thereof, ratably among the
holders of Registrable Securities, the holders of such Other Registration
Rights and the Issuer, based (A) as between the Issuer and such holders
requesting registration, on the respective amounts of securities requested to
be registered and (B) as among the holders requesting registration, on the
respective amounts of Registrable Securities (whether requested to be
registered pursuant to Section 5.1 or Section 5.2) and securities
subject to such Other Registration Rights, as the case may be, held by each
such holder; provided, that the Issuer and the Company shall have the right
(the “Priority Right”) to receive priority over all holders of Registrable
Securities in any Demand Registration to be effected under this Section 5.1
with respect to securities that the Company or the Issuer proposes to include
in such registration for its own account by giving written notice of its
election to exercise such Priority Right to the holders of Registrable
Securities requesting registration thereof.


 


11














 


(d) Restrictions on Demand
Registrations. Except as otherwise provided in this Section 5.1(d), the Issuer
shall be obligated to effect four “long form” and unlimited “short form” Demand
Registrations pursuant to a Vestar Demand Right. The Issuer shall not be
obligated to effect a Pro-Fac Demand Right until after the first anniversary of
the Issuer’s first Public Offering. Thereafter, the Issuer shall be obligated
to effect two Pro-Fac Demand Rights. Any “long form” Demand Registration
requested must be for a shelf registration pursuant to Section 5.5 or a firmly
underwritten public offering or a block sale of Registrable Securities with an
expected value of at least $15 million. If such Demand Registration is for a
firmly underwritten public offering, then it must be managed by an underwriter
or underwriters of recognized national standing selected by the Requesting
Holders and reasonably acceptable to the Issuer. The Issuer shall not be
obligated to effect a Demand Registration if after a request is made, the
Issuer has determined in good faith that the filing of a registration request
would require disclosure of material information which the Issuer has a bona
fide business purpose for preserving as confidential. In such event, the Issuer
shall not be obligated to effect the registration until the earlier of (A) the
date upon which such material information is disclosed to the public or is no
longer material or (B) 120 days after the Issuer first makes such good faith
determination.


 


(e) “Short Form” Registration
on Forms S-2 and S-3. Following its first Public Offering, the Issuer shall use
its commercially reasonable best efforts to qualify for registration on Forms
S-2 or S-3 or any comparable or successor form or forms. After the Issuer has
qualified for the use of Forms S-2 or S-3 or any comparable or successor form
of forms, the applicable Securityholders specified in Section 5.1(a) shall have
the right to request that a Demand Registration be on Form S-2 or S-3 or any
comparable or successor form or forms; provided, that the Issuer shall not be
obligated to effect a short form registration under this Section 5.1(e) if the
fair market value of the shares to be registered is less than $5 million;
provided further, that the Issuer shall not be obligated to effect more than
four (4) registrations on Form S-2 or S-3 or any comparable or successor form
or forms during any 12-month period.


 


(f) Stock Splits. In
connection with any Demand Registration pursuant to this Section 5.1, each
party to this Agreement will vote, or cause to be voted, all securities of the
Issuer over which it has the power to vote or direct the voting to effect any
stock split which, in the opinion of the sole or managing underwriter, is
necessary to facilitate the effectiveness of such Demand Registration.


 


(g) Other Registration
Rights. Except as provided in this Agreement, the Issuer shall not grant to any
Persons the right to request the Issuer to register any equity securities of
the Issuer, or any securities convertible or exchangeable into or exercisable
for such securities, without the prior written consent of the holders of at
least a majority of the Vestar Securities.


 


5.2 Incidental Registration.


 


(a) Requests for Incidental
Registration. At any time the Issuer proposes to register any shares of Common
Stock under the Securities Act (other than registrations on such form(s) solely
for registration of Common Stock in connection with any employee benefit plan


 


12

















 


or dividend reinvestment plan
or a merger or consolidation), including registrations pursuant to Section 5.1(a),
whether or not for sale for its own account, the Issuer will give written
notice to each holder of Registrable Securities at least 30 days prior to the
initial filing of such Registration Statement with the SEC of its intent to
file such registration statement and of such holder’s rights under this Section
5.2. Upon the written request of any holder of Registrable Securities made
within 20 days after any such notice is given (which request shall specify the
Registrable Securities intended to be disposed of by such holder), the Issuer
will use its commercially reasonable efforts to effect the registration (an “Incidental
Registration”) under the Securities Act of all Registrable Securities which the
Issuer has been so requested to register by the holders thereof; provided, that
if, at any time after giving written notice of its intention to register any
securities and prior to the effective date of the Registration Statement filed
in connection with such Incidental Registration (each an “Incidental
Registration Statement”), the Issuer shall determine for any reason not to
register or to delay registration of such securities, the Issuer may, at its
election, give written notice of such determination to each holder of
Registrable Securities and, thereupon, (a) in the case of a determination not
to register, the Issuer shall be relieved of its obligation to register any
Registrable Securities under this Section 5.2 in connection with such
registration (but not from its obligation to pay the expenses incurred in
connection therewith) and (b) in the case of a determination to delay
registration, the Issuer shall be permitted to delay registering any
Registrable Securities under this Section 5.2 during the period that the
registration of such other securities is delayed.


 


(b) Priority on Incidental
Registration. If the sole or managing underwriter of a registration advises the
Issuer in writing that in its opinion the number of Registrable Securities and
other securities requested to be included exceeds the number of Registrable
Securities and other securities which can be sold in such offering without
adversely affecting the distribution of the securities being offered, the price
that will be paid in such offering or the marketability thereof, the Issuer
will include in such registration the Registrable Securities and other
securities of the Issuer in the following order of priority:


 


(i)
first, the greatest number of securities of the Issuer proposed to be included
in such registration by the Issuer for its own account by the Company and by
holders of Other Registration Rights that have priority over the incidental
registration rights granted to holders of Registrable Securities under this
Agreement, which in the opinion of such underwriters can be so sold; and 


 


(ii)
second, after all securities that the Issuer proposes to register for its own
account, the Company or for the accounts of holders of Other Registration
Rights that have priority over the incidental registration rights under this
Agreement have been included, the greatest amount of Registrable Securities and
securities having Other Registration Rights that are pari passu with
Registrable Securities, in each case requested to be registered by the holders thereof
which in the opinion of such underwriters can be sold in such offering without
adversely affecting the distribution of the securities being offered, the price
that will be paid in such offering or the marketability thereof, ratably among
the holders of Registrable Securities (whether requested to be registered
pursuant to Section 5.1 or Section 5.2) and securities subject to such Other
Registration Rights


 


13

















 


based on the respective
amounts of Registrable Securities and securities subject to such Other
Registration Rights held by each such holder.


 


(c) Upon delivering a request
under this Section 5.2, a Securityholder (excluding Vestar and its Affiliates,
but including any other Permitted Transferee of any thereof) will, if requested
by the Issuer, execute and deliver a custody agreement and power of attorney in
form and substance reasonably satisfactory to the Issuer and one of the Vestar
Directors with respect to such Securityholder’s Securities to be registered
pursuant to this Section 5.2 (a “Custody Agreement and Power of Attorney”). The
Custody Agreement and Power of Attorney will provide, among other things, that
the Securityholder will deliver to and deposit in custody with the custodian
and attorney-in-fact named therein (who shall be reasonably satisfactory to one
of the Vestar Directors) a certificate or certificates representing such
Securities (duly endorsed in blank by the registered owner or owners thereof or
accompanied by duly executed stock powers in blank) and irrevocably appoint
said custodian and attorney-in-fact with full power and authority to act under
the Custody Agreement and Power of Attorney on such Securityholder’s behalf
with respect to the matters specified therein. Such Securityholder also agrees
to execute such other agreements as the Issuer may reasonably request to
further evidence the provisions of this Section 5.2.


 


5.3 Holdback Agreements.


 


(a) Each holder of
Registrable Securities agrees that if requested in connection with an
underwritten offering made pursuant to a Registration Statement for which such
Securityholder has registration rights pursuant to this Article V by the
managing underwriter or underwriters of such underwritten offering, such holder
will not effect any Public Sale or distribution of any of the securities being
registered or any securities convertible or exchangeable or exercisable for
such securities (except as part of such underwritten offering), during the period
beginning 10 days prior to, and ending 180 days after, the closing date of each
underwritten offering made pursuant to such Registration Statement (or for such
shorter period as to which the managing underwriter or underwriters may agree;
provided, that such shorter period applies equally to all holders of
Registrable Securities).


 


(b) The Issuer agrees (i) not
to effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 7 days prior to and during the 180-day period beginning on the
effective date of any underwritten Demand Registration (or for such shorter
period as to which the managing underwriter or underwriters may agree), except
as part of such Demand Registration or in connection with any employee benefit
or similar plan, any dividend reinvestment plan, or a business acquisition or
combination and (ii) to use all reasonable efforts to cause each holder of at
least 1% (on a fully-diluted basis) of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, which are
or may be purchased from the Issuer at any time after the date of this
Agreement (other than in a registered offering) to agree not to effect any sale
or distribution of any such securities during such period (except as part of
such underwritten offering, if otherwise permitted).


 


14

















 


5.4 Registration Procedures.
In connection with the registration of any Registrable Securities, the Issuer
shall effect such registrations to permit the sale of such Registrable
Securities in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Issuer shall as expeditiously as possible:


 


(a) Prepare and file with the
SEC a Registration Statement or Registration Statements on a form available for
the sale of the Registrable Securities by the holders thereof in accordance
with the intended method of distribution thereof, and use its commercially
reasonable efforts to cause each such Registration Statement to become
effective.


 


(b) Prepare and file with the
SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement continuously
effective for a period ending on the earlier of (i) 90 days from the effective
date and (ii) such time as all of such securities have been disposed of in
accordance with the intended method of disposition thereof, cause the related
prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then
in force) under the Securities Act, and comply with the provisions of the
Securities Act, the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such
prospectus as so supplemented.


 


(c) Notify the selling
holders of Registrable Securities promptly (but in any event within 2 business
days), and confirm such notice in writing, (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, (iii) if at any
time when a prospectus is required by the Securities Act to be delivered in
connection with sales of Registrable Securities the Issuer becomes aware that
the representations and warranties of the Issuer contained in any agreement
(including any underwriting agreement) contemplated by Section 5.4(h) below
cease to be true and correct in all material respects, (iv) of the receipt by
the Issuer of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Registrable Securities for offer or sale in any jurisdiction, (v) if
the Issuer becomes aware of the happening of any event that makes any statement
made in such Registration Statement or related prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires the making of any changes in such
Registration Statement, prospectus or documents so that, in the case of such
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case
of the prospectus, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


(d) Use its commercially
reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or


 


15

















 


suspending the use of a
prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, and, if any
such order is issued, to obtain the withdrawal of any such order at the
earliest possible moment.


 


(e) Deliver to each selling
holder of Registrable Securities and the underwriters, if any, without charge,
as many copies of the prospectus or prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such Persons may
reasonably request, and the Issuer hereby consents to the use of such
prospectus and each amendment or supplement thereto by each of the selling
holders of Registrable Securities and the underwriters or agents, if any, in
connection with the offering and sale of the Registrable Securities covered by
such prospectus and any amendment or supplement thereto.


 


(f) Prior to any public
offering of Registrable Securities, to use its commercially reasonable efforts
to register or qualify, and cooperate with the selling holders of Registrable
Securities, the underwriters, if any, the sales agents and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer
and sale under the securities or “blue sky” laws of such jurisdictions within
the United States as any selling holder or the managing underwriters reasonably
request in writing; provided, that the Issuer will not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action that would subject it to general service of process in
any such jurisdiction where it is not then so subject.


 


(g) Upon the occurrence of
any event contemplated by Section 5.4(c)(v) above, as promptly as practicable
prepare a supplement or post-effective amendment to the Registration Statement
or a supplement to the related prospectus or any document incorporated or
deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, such prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


(h) Enter into an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings and take all such other actions as are reasonably
requested by the managing or sole underwriter in order to expedite or
facilitate the registration or the disposition of such Registrable Securities,
and in such connection, (i) make such representations and warranties to the
underwriters, with respect to the business of the Issuer and its subsidiaries,
and the Registration Statement, prospectus and documents, if any, incorporated
or deemed to be incorporated by reference therein, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Issuer and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters), addressed to the underwriters covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by underwriters, (iii) obtain “cold
comfort” letters and updates thereof from the independent certified public
accountants of the Issuer (and, if necessary, any other independent


 


16

















 


certified public accountants
of any Subsidiary of the Issuer or of any business acquired by the Issuer for
which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of the underwriters,
such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the holders of
Registrable Securities than those set forth in Section 5.7 hereof (or such
other provisions and procedures acceptable to holders of a majority of the
Registrable Securities covered by such Registration Statement and the managing
underwriters or agents) with respect to all parties to be indemnified pursuant
to said Section. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.


 


(i) Comply with all
applicable rules and regulations of the SEC and make generally available to its
Securityholders earnings statements satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Issuer
after the effectiveness of a Registration Statement, which statements shall
cover said 12-month periods.


 


(j) Use its commercially
reasonable efforts to cause all such Registrable Securities covered by such
registration statement to be listed on the principal securities exchange on
which Common Stock is then listed (if any), if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or if no Common
Stock is then so listed, use its commercially reasonable efforts to, either (as
the Issuer may elect) (x) cause all such Registrable Securities to be listed on
a national securities exchange or (y) secure designation of all such
Registrable Securities as a NASDAQ “national market system security” within the
meaning of Rule 11Aa2-1 or, failing that, to secure NASDAQ authorization for
such shares and, without limiting the generality of the foregoing, to arrange for
at least two market makers to register as such with respect to such shares with
the National Association of Securities Dealers, Inc. (“NASD”).


 


The Issuer may require each
holder of Registrable Securities as to which any registration is being effected
to furnish to the Issuer such information regarding such holder and the
distribution of such Registrable Securities as the Issuer may, from time to
time, reasonably request in writing; provided, that such information shall be
used only in connection with such registration. The Issuer may exclude from
such registration the Registrable Securities of any holder who unreasonably
fails to furnish such information promptly after receiving such request. Each
holder agrees that, upon receipt of any notice from the Issuer of the happening
of any event of the kind described in Section 5.4(c)(ii), 5.4(c)(iv) or
5.4(c)(v), such holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or prospectus
until such holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by this Section 5.4, or until it is advised in writing
by the Issuer that the use of the


 


17

















 


applicable prospectus may be
resumed, and has received copies of any amendments or supplements thereto.


 


5.5 Shelf Registration.
Subject to the provisions set forth in Section 5.4, if the holders of a
majority of Vestar Securities that constitute Registrable Securities so specify
in the Registration Notice that they desire the Issuer to undertake a shelf
registration of some or all of such Registrable Securities, then the Issuer
shall file with the SEC a registration statement under the Securities Act on
the appropriate form pursuant to Rule 415 under the Securities Act (the “Required
Registration”). The Issuer shall use its best efforts to cause the Required
Registration to be declared effective under the Securities Act as soon as
practical after filing, and once effective, the Issuer shall cause such
Required Registration to remain effective for a period ending on the earlier of
(i) the second anniversary of the effectiveness thereof, (ii) the date on which
all Registrable Securities have been sold pursuant to the Required Registration
and (iii) the date as of which there are no longer any Registrable Securities
in existence.


 


5.6 Registration Expenses.
All fees and expenses incident to the performance of or compliance with this
Agreement by the Issuer shall be borne by the Issuer, whether or not any
Registration Statement is filed or becomes effective, including, without
limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or “blue sky” laws), (ii) reasonable
messenger, telephone and delivery expenses, (iii) fees and disbursements of
counsel for the Issuer, (iv) fees and disbursements of all independent
certified public accountants referred to in Section 5.4(h), (v) underwriters’
fees and expenses (excluding discounts, commissions, or fees of underwriters,
selling brokers, dealer managers or similar securities industry professionals
relating to the distribution of the Registrable Securities), (vi) Securities
Act liability insurance, if the Issuer so desires such insurance, (vii) internal
expenses of the Issuer, (viii) the expense of any annual audit, (ix) the fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange and (x) the fees and expenses of any
Person, including special experts, retained by the Issuer. In connection with
any Demand Registration or Incidental Registration hereunder, the Issuer shall
reimburse the holders of the Registrable Securities being registered in such
registration for the reasonable fees and disbursements of not more than one
counsel (together with appropriate local counsel) chosen by the Requesting Holders,
and other reasonable out-of-pocket expenses of the holders of Registrable
Securities incurred in connection with the registration of the Registrable
Securities.


 


5.7 Indemnification;
Contribution.


 


(a) Indemnification by the
Issuer. The Issuer shall, without limitation as to time, indemnify and hold
harmless, to the full extent permitted by law, each holder of Registrable
Securities, the officers, directors, agents and employees of each of them, each
Person who controls each such holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act), the officers, directors,
agents and employees of each such controlling person and any financial or
investment adviser (each, an “Indemnified Party”), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
actions or proceedings (whether commenced or threatened) reasonable costs
(including, without limitation,


 


18

















 


reasonable costs of
preparation and reasonable attorneys’ fees) and reasonable expenses (including
reasonable expenses of investigation) (collectively, “Losses”), as incurred,
arising out of or based upon (i) any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, prospectus or form of
prospectus or in any amendment or supplements thereto or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except to the extent that the same arise out
of or are based upon information furnished in writing to the Issuer by such
Indemnified Party or the related holder of Registrable Securities expressly for
use therein or (ii) any violation by the Issuer of any federal, state or common
law rule or regulation applicable to the Issuer and relating to action required
of or inaction by the Issuer in connection with any such registration;
provided, that the Issuer shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or any other
Person, if any, who controls such underwriters within the meaning of the
Securities Act to the extent that any such Losses arise out of or are based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any preliminary prospectus if (i) such Person failed to send
or deliver a copy of the prospectus with or prior to the delivery of written
confirmation of the sale by such Person to the Person asserting the claim from
which such Losses arise, (ii) the prospectus would have corrected such untrue
statement or alleged untrue statement or such omission or alleged omission, and
(iii) the Issuer has complied with its obligations under Section 5.4(c). Each
indemnity and reimbursement of costs and expenses shall remain in full force
and effect regardless of any investigation made by or on behalf of such
Indemnified Party.


 


(b) Indemnification by
Holders. In connection with any Registration Statement in which a holder of
Registrable Securities is participating, such holder, or an authorized officer
of such holder, shall furnish to the Issuer in writing such information as the
Issuer reasonably requests for use in connection with any Registration
Statement or prospectus and agrees, severally and not jointly, to indemnify, to
the full extent permitted by law, the Issuer, its directors, officers, agents
and employees, each Person who controls the Issuer (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling persons, from and
against all Losses arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement,
prospectus, or form of prospectus, or arising out of or based upon any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue or alleged untrue statement is contained
in, or such omission or alleged omission is required to be contained in, any
information so furnished in writing by such holder to the Issuer expressly for
use in such Registration Statement or prospectus and that such statement or
omission was relied upon by the Issuer in preparation of such Registration
Statement, prospectus or form of prospectus; provided, that such holder of
Registrable Securities shall not be liable in any such case to the extent that
the holder has furnished in writing to the Issuer within a reasonable period of
time prior to the filing of any such Registration Statement or prospectus or
amendment or supplement thereto information expressly for use in such
Registration Statement or prospectus or any amendment or supplement thereto
which corrected or made not misleading, information previously furnished to the
Issuer, and the Issuer failed to include such information therein. In no event
shall the liability of any selling holder of Registrable Securities hereunder
be greater in


 


19

















 


amount than the dollar amount
of the proceeds (net of payment of all expenses) received by such holder upon
the sale of the Registrable Securities giving rise to such indemnification
obligation. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such indemnified party.


 


(c) Conduct of Indemnification
Proceedings. If any Person shall be entitled to indemnity hereunder (an “indemnified
party”), such indemnified party shall give prompt notice to the party or
parties from which such indemnity is sought (the “indemnifying parties”) of the
commencement of any action, suit, proceeding or investigation or written threat
thereof (a “Proceeding”) with respect to which such indemnified party seeks
indemnification or contribution pursuant hereto; provided, that the failure to
so notify the indemnifying parties shall not relieve the indemnifying parties
from any obligation or liability except to the extent that the indemnifying
parties have been prejudiced by such failure. The indemnifying parties shall
have the right, exercisable by giving written notice to an indemnified party
promptly after the receipt of written notice from such indemnified party of
such Proceeding, to assume, at the indemnifying parties’ expense, the defense
of any such Proceeding, with counsel reasonably satisfactory to such
indemnified party; provided, that an indemnified party or parties (if more than
one such indemnified party is named in any Proceeding) shall have the right to
employ separate counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such indemnified party or parties unless: (i) the indemnifying
parties agree to pay such fees and expenses; (ii) the indemnifying parties fail
promptly to assume the defense of such Proceeding or fail to employ counsel
reasonably satisfactory to such indemnified party or parties; or (iii) the
named parties to any such Proceeding (including any impleaded parties) include
both such indemnified party or parties and the indemnifying parties or an
affiliate of the indemnifying parties or such indemnified parties, and there
may be one or more defenses available to such indemnified party or parties that
are different from or additional to those available to the indemnifying
parties, in which case, if such indemnified party or parties notifies the
indemnifying parties in writing that it elects to employ separate counsel at
the expense of the indemnifying parties, the indemnifying parties shall not
have the right to assume the defense thereof and such counsel shall be at the
expense of the indemnifying parties, it being understood, however, that, unless
there exists a conflict among indemnified parties, the indemnifying parties
shall not, in connection with any one such Proceeding or separate but
substantially similar or related Proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for such indemnified party or parties.
Whether or not such defense is assumed by the indemnifying parties, such
indemnifying parties or indemnified party or parties will not be subject to any
liability for any settlement made without its or their consent (but such consent
will not be unreasonably withheld). The indemnifying parties shall not consent
to entry of any judgment or enter into any settlement which (i) provides for
other than monetary damages without the consent of the indemnified party or
parties (which consent shall not be unreasonably withheld or delayed) or (ii) does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party or parties of a release, in form and
substance satisfactory to the indemnified party or parties, from all liability
in respect of such Proceeding for which such indemnified party would be
entitled to indemnification hereunder.


 


20

















 


(d) Contribution. If the
indemnification provided for in this Section 5.7 is unavailable to an
indemnified party or is insufficient to hold such indemnified party harmless
for any Losses in respect of which this Section 5.7 would otherwise apply by
its terms, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall have a joint and several obligation to contribute
to the amount paid or payable by such indemnified party as a result of such
Losses, in such proportion as is appropriate to reflect the relative fault of
the indemnifying party, on the one hand, and such indemnified party, on the
other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party, on the one hand, and indemnified
party, on the other hand, shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any Proceeding, to the
extent such party would have been indemnified for such expenses if the
indemnification provided for in Section 5.7(a) or 5.7(b) was available to such
party. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5.7(d) were determined by pro-rata allocation
or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section 5.7(d). Notwithstanding
the provisions of this Section 5.7(d), an indemnifying party that is a selling
holder of Registrable Securities shall not be required to contribute any amount
in excess of the amount by which the net proceeds received by such indemnifying
party exceeds the amount of any damages that such indemnifying party has
otherwise been required to pay by reasons of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


5.8 Rule 144. At all times
after the Issuer effects its first Public Offering, the Issuer shall file the
reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations promulgated thereunder, and will take such
further action as any holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144. Upon the request of any
holder of Registrable Securities, the Issuer shall deliver to such holder a
written statement as to whether it has complied with such requirements.


 


5.9 Underwritten
Registrations. No holder of Registrable Securities may participate in any
underwritten registration hereunder unless such holder (a) agrees to sell such
holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


21














 


5.10 Company Public Offering.
The Company shall not consummate a Public Offering of its securities.


 


ARTICLE
VI


PRE-EMPTIVE
RIGHTS


 


6.1 Issuance of New
Securities to Affiliates.


 


(a) If at any time after the
date of this Agreement the Company or any of its Subsidiaries proposes to issue
or sell any Units, Preferred Units, Preferred Stock, Common Stock, or Common
Stock Equivalents of the Company or such Subsidiary (collectively, “New
Securities”), in each case to Vestar or any Affiliate of Vestar (provided that,
for the purposes of this Section 6.1, neither the Company nor its Subsidiaries
shall be deemed an Affiliate of Vestar), the Company shall, and in the case of
a proposed issuance of securities of a Subsidiary, the Company will cause such
Subsidiary to, first offer to sell to the holders of Pro-Fac Securities and
Employee Securities a portion of each type of such New Securities:


 


(i)
in the event such New Securities are Common Units or Common Stock, equal to the
quotient determined by dividing (x) the number of Fully-Diluted Common Units
held or beneficially owned by such holder of Pro-Fac Securities or Employee
Securities, by (y) the total number of Fully-Diluted Common Units outstanding
immediately prior to such issuance or sale; and


 


(ii)
in the event such New Securities are not Common Units or Common Stock, equal to
the quotient determined by dividing (x) the Capital Contributions to the
Company of such holder of Pro-Fac Securities or Employee Securities, by (y) the
aggregate Capital Contributions to the Company.


 


The holders of Pro-Fac
Securities and Employee Securities shall be entitled to purchase all or any
portion of their respective portions (as determined in (i) or (ii) above, as
the case may be) of such New Securities at the most favorable price and on the
most favorable terms as such New Securities are to be offered to Vestar or any
Affiliate of Vestar. No Employee Security that is subject to vesting shall be
counted for purposes of making the calculation described above in either (x) or
(y) of (i) above unless such Employee Security has fully vested.


 


(b) In order to exercise its
purchase rights hereunder, each holder of Pro-Fac Securities and Employee
Securities must, within 30 days after receipt of written notice from the
Company describing in reasonable detail the New Securities being offered, the
purchase price thereof, the payment terms and the percentage of the New
Securities available to such holder pursuant to Section 6.1(a), deliver a
written notice to the Company describing its election to exercise its purchase
rights hereunder.


 


(c) Upon the expiration of
the offering periods described above, the Company (or any such Subsidiary)
shall be entitled to sell such New Securities which the holders of Pro-Fac
Securities and Employee Securities have not elected to purchase during the 180
days following such expiration on terms and conditions no more favorable to the
purchasers thereof


 


22

















 


than those offered to the
holders of Pro-Fac Securities and Employee Securities. Any New Securities to be
sold by the Company or any of its Subsidiaries to Vestar or any Affiliate of
Vestar after such 180-day period must be reoffered to the holders of Pro-Fac
Securities and Employee Securities pursuant to the terms of this Section 6.1.


 


(d) The provisions of this Section
6.1 will not apply to the following issuances of New Securities:


 


(i)
any New Securities issued upon the conversion or exercise
of any Common Stock Equivalents not issued in violation of this Section 6.1;


 


(ii)
any issuance of New Securities incident to the exercise, conversion or exchange
of any securities of the Company or any of its Subsidiaries that were not
issued in violation of this Section 6.1, a subdivision of shares (including any
stock dividend or stock split), any combination of shares (including any
reverse stock split) or any recapitalization, reorganization or
reclassification of the Company or any of its Subsidiaries; or


 


(iii)
any New Securities issued to a seller in connection with the acquisition by the Company
or any of its Subsidiaries of another Person that is not an Affiliate of Vestar
(whether by acquisition of stock or by merger or consolidation, or the acquisition
of all or substantially all of such Person’s assets).


 


(e) Nothing in this Section 6.1
shall be deemed to prevent Vestar or any Affiliate of Vestar from purchasing
for cash any New Securities without first complying with the provisions of this
Section 6.1; provided, that in connection with such purchase, (a) the Company’s
(or applicable Subsidiary’s) management committee or board of directors has
determined in good faith (1) that the Company (or applicable Subsidiary) needs
an immediate cash investment, (2) that no alternative financing on terms no
less favorable to the Company (or applicable Subsidiary) in the aggregate than
such purchase is available which is of a type that could be obtained without
having to comply with this Section 6.1 and (3) that the delay caused by
compliance with the provisions of this Section 6.1 in connection with such
investment would be reasonably likely to cause severe and immediate harm to the
Company (or applicable Subsidiary), (b) the Company (or applicable Subsidiary)
gives prompt notice to the holders of Pro-Fac Securities and Employee
Securities of the Purchasing Holder’s investment, which notice shall describe
in reasonable detail the New Securities being purchased by the Person making
such purchase (for purposes of this Section 6.1, the “Purchasing Holder”) and
the purchase price thereof and (c) the Purchasing Holder and the Company (or
applicable Subsidiary) take all steps necessary to enable the holders of
Pro-Fac Securities and Employee Securities to effectively exercise their
respective rights under this Section 6.1 with respect to their purchase of a
pro-rata share of the New Securities issued to the Purchasing Holder after such
purchase by the Purchasing Holder on the terms specified in Section 6.1(a).


 


23

















 


6.2 Issuance of New Securities.


 


If at any time after the date
of this Agreement the Company or any of its Subsidiaries proposes to issue or
sell any New Securities, the Company shall, and in the case of a proposed
issuance of securities of a Subsidiary, the Company will cause such Subsidiary
to, first offer to sell to the holders of Vestar Securities such New
Securities. The holders of Vestar Securities shall be entitled to purchase all
or any portion of such New Securities. The provisions of Section 6.1 shall
apply if Vestar elects to purchase any of such New Securities.


 


ARTICLE
VII


AMENDMENT
AND TERMINATION


 


7.1 Amendment and Waiver.
Except as otherwise provided herein, no modification, amendment or waiver of
any provision of this Agreement shall be effective against the Company or the
Securityholders unless such modification, amendment or waiver is approved in
writing by each of the Company, the Vestar Majority Holders, the Pro-Fac
Majority Holders and the Employee Majority Holders; provided that the Vestar
Majority Holders may modify or amend this Agreement without the consent of any
other Securityholder or the Company, and such modification or amendment shall
be binding upon all of the parties hereto if (i) it is set forth in a document
duly executed by the Vestar Majority Holders and (ii) if either (x) it could
not reasonably be expected to have a material adverse effect on any
Securityholder, in its capacity as such, that would be borne disproportionately
by such Securityholder relative to other Securityholders holding Securities of
the same class, provided that Class A Units, Class B Units, Class C Units and Class
D Units shall all be deemed the same class for the purposes of this Section 7.1
(unless such Securityholder consents in writing thereto) or (y) it does not
adversely affect any Securityholder or the Company in any material respect and
it is in connection with a change that cures any ambiguity or corrects or
supplements any provision of this Agreement. The failure of any party to
enforce any of the provisions of this Agreement shall in no way be construed as
a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.


 


7.2 Termination of Certain
Provisions. The provisions of Article II shall terminate with respect to an
Issuer upon the consummation of the first Public Offering of such Issuer, if,
and only to the extent, required by the managing underwriter of such Public
Offering. The provisions of Article VI shall terminate with respect to an
Issuer upon the consummation of the first Public Offering of such Issuer.


 


7.3 Termination of Agreement.
This Agreement will terminate in respect of all Securityholders (a) with the
written consent of the Company, the Vestar Majority Holders, the Pro-Fac
Majority Holders and the Employee Majority Holders, (b) upon the dissolution,
liquidation or winding-up of the Company, or (c) upon the consummation of a
Sale of the Company (except with respect to the rights to Incidental Registration
under Article V, which shall survive). The termination of this Agreement will
not affect any indemnification or contribution obligations under Section 5.7,
which shall survive such termination.


 


7.4 Termination as to a
Party. Any Person who ceases to hold any Securities shall cease to be a
Securityholder and shall have no further rights or obligations under this


 


24

















 


Agreement (except with
respect to any indemnification and contribution obligations under Section 5.7,
which shall survive).


 


7.5 Issuers. Prior to
distributing to the holders of Units all or substantially all of the securities
of any direct or indirect Subsidiary of the Company, the Company shall cause
such Subsidiary to execute and deliver a Stockholders Agreement complying with
this Section 7.5 (the “Stockholders Agreement”), and each Person, other than
the Company, that is a party to this Agreement shall execute and deliver the
Stockholders Agreement. The Stockholders Agreement shall be substantially
identical to this Agreement, including the provisions that are applicable to an
Issuer hereunder, except that it shall be revised so that such Issuer replaces
the Company hereunder with respect to provisions that are applicable to the Company
hereunder, and such other revisions shall be made as are necessary or desirable
to reflect the fact that the Issuer is a corporation rather than a limited
liability company. In addition, if the Issuer has consummated its first Public
Offering, then any provision of this Agreement that, pursuant to the terms of
this Agreement, terminates upon a first Public Offering shall be excluded from
the Stockholders Agreement, and, in any event, Section 5.10 and this Section 7.5
shall not be included in the Stockholders Agreement.


 


ARTICLE
VIII


MISCELLANEOUS


 


8.1 Certain Defined Terms. As
used in this Agreement, the following terms shall have the meanings set forth
or as referenced below:


 


“Affiliate” of any particular
Person means any other Person Controlling, Controlled by or under common
Control with such particular Person or, in the case of a natural Person, any
other member of such Person’s Family Group.


 


“Agreement” has the meaning
set forth in the preamble.


 


“Agrilink” means Agrilink
Foods, Inc., a New York corporation, and any successor thereto.


 


“Allocable Shares” has the
meaning set forth in Section 3.2(a).


 


“Call Option” means the call
option described in Section 5.1 of the Management Unit Subscription Agreements.


 


“Capital Contribution” has
the meaning set forth in the LLC Agreement.


 


“Class A Units” has the
meaning set forth in the LLC Agreement.


 


“Class B Units” has the
meaning set forth in the LLC Agreement.


 


“Class C Units” has the
meaning set forth in the LLC Agreement.


 


“Class D Units” has the
meaning set forth in the LLC Agreement.


 


25

















 


“Common Stock” means,
collectively, the common stock of any Subsidiary of the Company or of an
Issuer, and any other class or series of authorized capital stock of such Subsidiary
or Issuer which is not limited to a fixed sum or percentage of par or stated
value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of such Subsidiary or Issuer.


 


“Common Stock Equivalents”
means (without duplication with any Units, Common Stock or other Common Stock
Equivalents) rights, warrants, options, convertible securities, or exchangeable
securities or indebtedness, or other rights, exercisable for or convertible or
exchangeable into, directly or indirectly, Units, Common Stock or securities
exercisable for or convertible or exchangeable into Units or Common Stock, as
the case may be, whether at the time of issuance or upon the passage of time or
the occurrence of some future event.


 


“Common Units” means the Class
A Units, Class B Units, Class C Units and Class D Units.


 


“Company” has the meaning set
forth in the preamble.


 


“Control” (including, with
correlative meaning, all conjugations thereof) means with respect to any
Person, the ability of another Person to control or direct the actions or
policies of such first Person, whether by ownership of voting securities, by
contract or otherwise.


 


“Custody Agreement and Power
of Attorney” has the meaning given to such term in Section 5.2(c).


 


“Demand Registration” has the
meaning given to such term in Section 5.1(a).


 


“Employee(s)” has the meaning
given to such term in the preamble.


 


“Employee Majority Holders”
means the Person or Persons having beneficial ownership of a majority of the
securities constituting Employee Securities.


 


“Employee Securities” means (a)
the Units acquired by the Employees on or after the date of this Agreement
under the Management Unit Subscription Agreements, (b) any Units, Common Stock
(including, for the purpose of this definition, any common stock of any other
company distributed by the Company), Common Stock Equivalents or Preferred
Stock hereafter acquired by any holder of Employee Securities and (c) any
securities of the Company (or any other such company) issued with respect to
the securities referred to in clauses (a) or (b) above by way of a
payment-in-kind, stock dividend or stock split or in connection with a
combination of shares, exchange, conversion, recapitalization, merger,
consolidation or other reorganization.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.


 


“Excluded Securities” has the
meaning set forth in Section 3.2(c).


 


26

















 


“Exempt Transfer” means a
Transfer of Pro-Fac Securities or Employee Securities (a) pursuant to an
exercise of tag-along rights as an Other Holder under Section 3.2, (b) pursuant
to a Sale of the Company under Section 4.1 or other transaction approved under Section
2.2, (c) in the case of Employee Securities, to the Company pursuant to a Call
Option under a Management Unit Subscription Agreement, (d) pursuant to a Public
Sale (including pursuant to the provisions of Article V hereof), (e) upon the
death of the holder pursuant to the applicable laws of descent and
distribution, (f) solely to or among such Person’s Family Group, (g) incidental
to the exercise, conversion or exchange of such securities in accordance with
their terms, any combination of shares (including any reverse stock split) or
any recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Company, (h) in the case of the Pro-Fac Securities,
the pledge of such securities pursuant to the Pledge Agreement dated as of the
date hereof between Pro-Fac and Agrilink, or (i) to Vestar.


 


“Exempt Individual Transfer”
means a Transfer of Vestar Securities held by a natural person (a) upon the
death of the holder pursuant to the applicable laws of descent and
distribution, (b) solely to or among such Person’s Family Group or (c) incidental
to the exercise, conversion or exchange of such securities in accordance with
their terms, any combination of shares (including any reverse stock split) or
any recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Company.


 


“Family Group” means, with
respect to any individual, such individual’s spouse and descendants (whether
natural or adopted) and any trust, partnership, limited liability company or
similar vehicle established and maintained solely for the benefit of (or the
sole members or partners of which are) such individual, such individual’s
spouse and/or such individual’s descendants.


 


“Fully-Diluted Common Units”
means, as of any date of determination, (i) with respect to the Company, the
number of Common Units outstanding or, following the conversion of the Company
into a corporation or the Company being merged into, or otherwise succeeded by,
a corporation, the number of shares of its Common Stock outstanding, plus
(without duplication) all Common Units or shares of its Common Stock, as the
case may be, issuable, whether at such time or upon the passage of time or the
occurrence of future events, upon the exercise, conversion or exchange of all
then-outstanding Common Stock Equivalents.


 


“Holdings” means Agrilink
Holdings Inc., a Delaware corporation.


 


“Incidental Registration” has
the meaning given such term in Section 5.2(a).


 


“Incidental Registration
Statement” has the meaning given to such term in Section 5.2(a).


 


“Indemnified Party” has the
meaning given to such term in Section 5.7(a).


 


“Independent Director” has
the meaning given such term in Section 2.1(a)(i).


 


“Issuer” means any direct or
indirect Subsidiary of the Company, any of the capital stock of which the
Company distributes to the holders of Units.


 


27

















 


“LLC Agreement” means the
Amended and Restated Limited Liability Company Agreement of the Company, as
amended and in effect from time to time.


 


“Losses” has the meaning
given such term in Section 5.7(a).


 


“Management Director” has the
meaning given to such term in Section 2.1(a)(iii).


 


“Management Unit Subscription
Agreements” mean the management unit subscription agreements between the
Company and the respective Employees.


 


“NASD” has the meaning given
such term in Section 5.4(j).


 


“NASDAQ” means the National
Association of Securities Dealers Automated Quotation System.


 


“New Securities” has the
meaning given to such term in Section 6.1(a).


 


“Offered Securities” has the
meaning given to such term in Section 3.2(a).


 


“Other Holder” has the
meaning given such term in Section 3.2(a).


 


“Other Registration Rights”
has the meaning given such term in Section 5.1(a)(iii).


 


“Ownership Percentage” means,
for each Securityholder and with respect to a type and class of Security, the
percentage obtained by dividing the number of units or shares of such Security
held by such Securityholder (including all Common Stock Equivalents convertible
or exchangeable into such Security) by the total number of units or shares of
such Security (other than Excluded Securities but including all Common Stock
Equivalents convertible or exchangeable into such Security) outstanding. For
purposes of this definition, Class A Units, Class B Units and Class C Units
shall be deemed to be one class of Security.


 


“Person” means an individual,
a partnership, a joint venture, a corporation, an association, a joint stock
company, a limited liability company, a trust, an unincorporated organization
or a government or any department or agency or political subdivision thereof.


 


“Preferred Stock” means
collectively, the classes or series of authorized capital stock of any
Subsidiary of the Company or of an Issuer that is limited to a fixed sum or
percentage of par value or stated value in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the voluntary
or involuntary liquidation, dissolution or winding up of such Subsidiary or
Issuer.


 


“Preferred Units” has the
meaning set forth in the LLC Agreement.


 


“Priority Right” has the
meaning given such term in Section 5.1(c)(i).


 


“Proceeding” has the meaning
given such term in Section 5.7(c).


 


28

















 


“Pro-Fac” has the meaning
given such term in the preamble.


 


“Pro-Fac Demand Right” has
the meaning given such term in Section 5.1(a).


 


“Pro-Fac Director” has the meaning
given such term in Section 2.1(a)(ii).


 


“Pro-Fac Majority Holders”
means the Person or Persons holding a majority of the securities constituting
Pro-Fac Securities.


 


“Pro-Fac Securities” means (a)
the Units issued to Pro-Fac by the Company on or prior to the date hereof in
return for Pro-Fac’s contribution to the Company of all of the capital stock of
Agrilink, (b) Units, Common Stock (including, for the purpose of this
definition, any common stock of any other company distributed by the Company),
Common Stock Equivalents or Preferred Stock hereafter acquired by Pro-Fac and (c)
any securities of the Company (or any other such company) issued with respect
to the securities referred to in clauses (a) or (b) above by way of a
payment-in-kind, stock dividend or stock split or in connection with a
combination of shares, exchange, conversion, recapitalization, merger,
consolidation or other reorganization.


 


“Public Offering” means a
sale of Common Stock to the public in an offering pursuant to an effective registration
statement filed with the SEC pursuant to the Securities Act, as then in effect,
provided, that a Public Offering shall not include an offering made in
connection with a business acquisition or combination or an employee benefit
plan.


 


“Public Sale” means a sale of
Securities pursuant to a Public Offering or a Rule 144 Sale.


 


“Purchasing Holder” has the
meaning given such term in Section 6.1(e).


 


“Registrable Securities”
means any Securities of an Issuer that the Company distributes in respect of
Units and any Securities of such Issuer held by the Company after such Issuer’s
first Public Offering. As to any particular Registrable Securities, such
securities will cease to be Registrable Securities when they have been (i) Transferred
in a Public Sale, (ii) unless Vestar otherwise elects, have been distributed to
the limited partners of Vestar or (iii) otherwise Transferred and new
certificates not bearing the legend set forth in Section 8.2(b) hereof shall
have been delivered by the Issuer and subsequent disposition of such securities
shall not require registration or qualification of such securities under the
Securities Act or such state securities or blue sky laws then in force. For
purposes of this Agreement, a Person will be deemed to be a holder of
Registrable Securities whenever such Person has the right to acquire such
Registrable Securities (upon conversion or exercise in connection with a
Transfer of securities or otherwise), whether or not such acquisition has
actually been effected.


 


“Registration Expenses” means
all amounts payable by the Issuer pursuant to Section 5.6.


 


“Registration Notice” has the
meaning given such term in Section 5.1(a).


 


“Registration Request” has
the meaning given such term in Section 5.1(a).


 


29














 


“Registration Statement”
means any registration statement of the Issuer under which any of the
Registrable Securities are included therein pursuant to the provisions of this
Agreement, including the prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.


 


“Requesting Holder” has the
meaning given such term in Section 5.1(a).


 


“Rule 144” means Rule 144
adopted under the Securities Act (or any successor rule or regulation).


 


“Rule 144 Sale” means a sale
of Securities to the public through a broker, dealer or market-maker pursuant
to the provisions of Rule 144 (other than Rule 144(k) prior to a Public
Offering) adopted under the Securities Act (or any successor rule or
regulation).


 


“Sale of the Company” means
the consummation of a transaction, whether in a single transaction or in a
series of related transactions that are consummated contemporaneously (or
consummated pursuant to contemporaneous agreements), with any other Person or
group of related Persons on an arm’s-length basis, pursuant to which such
Person or group of related Persons (a) acquire (whether by merger, stock purchase,
recapitalization, reorganization, redemption, issuance of capital stock or
otherwise) more than 50% of the Fully-Diluted Common Units or (b) acquire
assets constituting all or substantially all of the assets of the Company and
its Subsidiaries on a consolidated basis; provided, that in no event shall a
Sale of the Company be deemed to include any transaction effected for the
purpose of (i) changing, directly or indirectly, the form of organization or
the organizational structure of the Company or any of its Subsidiaries or (ii) contributing
stock to entities controlled by the Company.


 


“Sale Notice” has the meaning
given such term in Section 3.2(a).


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities” means,
collectively, the Vestar Securities, the Pro-Fac Securities and the Employee
Securities.


 


“Securityholder(s)” has the
meaning given such term in the preamble.


 


“Securities Act” means the
Securities Act of 1933, as amended from time to time.


 


“Selling Holder” has the
meaning given such term in Section 3.2(a).


 


“Stockholders Agreement” has
the meaning given such term in Section 7.5.


 


“Subsidiary” means, with
respect to any Person, any corporation, limited liability company, partnership,
association or other business entity of which (i) if a corporation, a majority
of the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other


 


30

















 


Subsidiaries of that Person
or a combination thereof, or (ii) if a limited liability company, partnership,
association or other business entity, a majority of the partnership or other
similar ownership interests thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that
Person or a combination thereof.


 


“Tag-Along Notice” has the
meaning given such term in Section 3.2(a).


 


“Transfer” means (in either
the noun or the verb form, including with respect to the verb form, all
conjugations thereof within their correlative meanings) with respect to any
security, the gift, sale, assignment, transfer, pledge, hypothecation or other
disposition (whether for or without consideration, whether directly or
indirectly, and whether voluntary, involuntary or by operation of law) of such
security or any interest therein.


 


“Units” means the Company’s
Preferred Units, Class A Units, Class B Units, Class C Units and Class D Units,
and any other class of unit that the Company issues after the date of this
Agreement.


 


“Vestar” has the meaning
given such term in the preamble.


 


“Vestar Demand Right” has the
meaning given such term in Section 5.1(a).


 


“Vestar Directors” has the
meaning given such term in Section 2.1(a)(i).


 


“Vestar Majority Holders”
means the Person or Persons holding a majority of the securities constituting
Vestar Securities (other than Preferred Units and Preferred Stock).


 


“Vestar Securities” means (a)
the Units issued to Vestar on the date hereof, (b) Units, Common Stock
(including, for the purpose of this definition, any common stock of any other
company distributed by the Company), Common Stock Equivalents or Preferred
Stock hereafter acquired by Vestar and (c) any securities of the Company (or
any other such company) issued with respect to the securities referred to in
clauses (a) or (b) above by way of a payment-in-kind, stock dividend or stock
split or in connection with a combination of shares, exchange, conversion,
recapitalization, merger, consolidation or other reorganization.


 


8.2 Legends.


 


(a) Securityholders
Agreement. Each certificate or instrument evidencing Securities and each
certificate or instrument issued in exchange for or upon the Transfer of any
such Securities (if such securities remain subject to this Agreement after such
Transfer) shall be stamped or otherwise imprinted with a legend (as
appropriately completed under the circumstances) in substantially the following
form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE CONSTITUTE [“VESTAR SECURITIES”], [“PRO-FAC SECURITIES”], [“EMPLOYEE
SECURITIES”] UNDER A CERTAIN SECURITYHOLDERS AGREEMENT DATED AS OF AUGUST 19,
2002 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE
COMPANY’S


 


31

















 


SECURITYHOLDERS AND, AS SUCH,
ARE SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND RESTRICTIONS ON
TRANSFER SET FORTH IN THE SECURITYHOLDERS AGREEMENT. A COPY OF SUCH SECURITYHOLDERS
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF
UPON WRITTEN REQUEST.”


 


(b) Restricted Securities.
Each instrument or certificate evidencing Securities and each instrument or
certificate issued in exchange or upon the Transfer of any Securities shall be
stamped or otherwise imprinted with a legend substantially in the following
form:


 


“THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES
ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE,
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED
TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE
REGISTERED UNDER THE SECURITIES ACT).”


 


(c) Removal of Legends.
Whenever in the opinion of the Company and counsel reasonably satisfactory to
the Company (which opinion shall be delivered to the Company in writing) the
restrictions described in any legend set forth above cease to be applicable to
any Securities, the holder thereof shall be entitled to receive from the
Company, without expense to the holder, a new instrument or certificate not
bearing a legend stating such restriction.


 


8.3 Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


8.4 Entire Agreement. Except
as otherwise expressly set forth herein, this document embodies the complete agreement
and understanding among the parties hereto with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.


 


8.5 Successors and Assigns.
Except as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by the Company and its successors and assigns and
the Securityholders and any subsequent holders of Securities and the respective
successors and assigns of each of them, so long as they hold Securities.


 


32

















 


8.6 Counterparts. This
Agreement may be executed in separate counterparts (including by means of
telecopied signature pages) each of which shall be an original and all of which
taken together shall constitute one and the same agreement.


 


8.7 Remedies. The Company and
the Securityholders shall be entitled to enforce their rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of
this Agreement (including costs of enforcement) and to exercise all other
rights existing in their favor. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that the Company or any Securityholder may in its or his
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance or injunctive relief (without posting a bond or other
security) in order to enforce or prevent any violation of the provisions of
this Agreement.


 


8.8 Notices. Any notice
provided for in this Agreement shall be in writing and shall be either
personally delivered, or mailed first class mail (postage prepaid) or sent by
reputable overnight courier service (charges prepaid) to the Company at the
address set forth below and to any other recipient at the address indicated on
the Company’s records, or at such address or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party. Notices will be deemed to have been given hereunder when sent by
facsimile (receipt confirmed), delivered personally, five days after deposit in
the U.S. mail and one day after deposit with a reputable overnight courier
service. The Company’s address is:


 


Agrilink Holdings LLC


c/o Vestar Capital Partners
IV, L.P.


245 Park Avenue, 41st Floor


New York, NY  10167


Attention: David M. Hooper


Facsimile: (212) 808-4922


 


with copies (which shall not
constitute notice to the Company) to:


 


Vestar Capital Partners IV,
L.P.


245 Park Avenue


41st Floor


New York, NY  10167


Attention: David M. Hooper
and General Counsel


Facsimile: (212) 808-4922


 


33

















 


and


 


Kirkland & Ellis


153 East 53rd Street


New York, NY  10022


Attention: Michael Movsovich,
Esq.


Facsimile: (212) 446-4900


 


8.9 Governing Law. The
Delaware Limited Liability Company Act (and, following the conversion of the
Company into a corporation or the Company being merged into, or otherwise
succeeded by, a corporation, the relevant state corporation law) shall govern
all questions arising under this Agreement concerning the relative rights of
the Company and its equityholders. All other questions concerning the
construction, validity and interpretation of this Agreement shall be governed
by and construed in accordance with the domestic laws of the State of Delaware
applicable to contracts made and to be performed in the State of Delaware,
without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
State of Delaware. The parties hereto hereby irrevocably and unconditionally
submit to the exclusive jurisdiction of any State or Federal court sitting in
Wilmington, Delaware over any suit, action or proceeding arising out of or
relating to this Agreement. The parties hereby agree that service of any
process, summons, notice or document by U.S. registered mail addressed to any
such party shall be effective service of process for any action, suit or
proceeding brought against a party in any such court. The parties hereto hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. The parties hereto agree that a final
judgment in any such suit, action or proceeding brought in any such court shall
be conclusive and binding upon any party and may be enforced in any other
courts to whose jurisdiction any party is or may be subject, by suit upon such
judgment.


 


8.10 Descriptive Headings.
The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a part of this Agreement.


 


8.11 Waiver of Jury Trial.
Each of the parties hereto waives any right it may have to trial by jury in
respect of any litigation based on, arising out of, under or in connection with
this Agreement or any course of conduct, course of dealing, verbal or written
statement or action of any party hereto.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


[SIGNATURE
PAGES FOLLOW]


 


34

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Securityholders Agreement on the day and year
first above written.


 


	
   

  	
  AGRILINK HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Mehalick

  
	
   

  	
   

  	
  Name: David M. Mehalick

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VESTAR/AGRILINK HOLDINGS
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Capital Partners IV,
  L.P.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates IV, L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates
  Corporation IV,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
   

  	
  Name: David Hooper

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRO-FAC COOPERATIVE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Earl L. Powers

  
	
   

  	
   

  	
  Name: Earl L. Powers

  
	
   

  	
   

  	
  Title: Vice President and
  Chief Financial 

  
	
   

  	
   

  	
  Officer

  



 


[SIGNATURE
PAGES CONTINUE BELOW]


 


[Signature
Page of Securityholders Agreement]


 

















 


	
   

  	
  VESTAR/AGRILINK ASSOCIATES
  HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates IV, L.P.,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates
  Corporation IV,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
   

  	
  Name: David Hooper

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VESTAR/AGRILINK ASSOCIATES
  II HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates IV, L.P.,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates
  Corporation IV,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
   

  	
  Name: David Hooper

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RANDOLPH STREET PARTNERS V

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederick Tanne

  
	
   

  	
   

  	
  Name: Frederick Tanne

  
	
   

  	
   

  	
  Title: Managing Director

  



 


[Signature
Page of Securityholders Agreement]