have against the
Dealer with respect to any breach or alleged breach of fiduciary duty.
[Signatures Commence on the Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
THE J. M. SMUCKER COMPANY,
as Issuer
By:
Name: Debra A. Marthey
Title: Treasurer
[
],
as Dealer
By:
Name:
Title:
11
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are:
[
]
2. The following Section 3.8 is hereby added to the Agreement:
3.8 Without limiting any obligation of the Issuer pursuant to this Agreement to
provide the Dealer with credit and financial information, the Issuer hereby
acknowledges and agrees that the Dealer may share the Company Information and
any other information or matters relating to the Issuer or the transactions
contemplated hereby with affiliates of the Dealer, including, but not limited
to, [
], and that such affiliates may likewise share
information relating to the Issuer or such transactions with the Dealer.
3. The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:
For the Issuer:
Address:
One Strawberry Lane
Orrville, OH 44667
Attention:
Treasurer
Telephone number:
(330) 684-3000
Fax number:
(330) 684-3112
For the Dealer:
Address:
[
]
Attention:
[
]
Telephone number:
[
]
Fax number:
[
]
12
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT
(I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT
IS (1) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR") AND (2) EITHER (i) PURCHASING NOTES FOR
ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A
SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION
3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A
FIDUCIARY OR AGENT (OTHER THAN SUCH A BANK, SAVINGS AND LOAN ASSOCIATION OR
OTHER INSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH
ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED
INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT
IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF
WHICH ACCOUNTS IS A QIB; AND THE