EXECUTION COPY
Dennis M. Mullen
c/o Agrilink Foods, Inc.
90 Linden Oaks
ROCHESTER, NY 14625
June 19, 2002
PRIVATE & CONFIDENTIAL
Vestar Capital Partners IV, L.P.
Attn: David M. Hooper
245 Park Avenue - 41st Floor
New York, NY 10167
Agrilink Foods, Inc.
Attn: David M. Mehalick
90 Linden Oaks
Rochester, NY 14625
Gentlemen:
In reference to the Unit Purchase Agreement by and among Vestar/Agrilink
Holdings LLC, Agrilink Foods, Inc. (the "Company") and Pro-Fac Cooperative,
Inc., dated June 20, 2002 (the "Unit Purchase Agreement"), and further reference
to the Supplemental Executive Retirement Agreement between the Company and
Dennis M. Mullen ("Mullen"), dated July 1, 2000 (the "SERP"), each of the
parties hereto hereby mutually agrees as follows:
Conditioned only upon the Closing (as defined in the Unit Purchase Agreement) of
the Unit Purchase (as defined in the Unit Purchase Agreement), (i) the parties
agree and stipulate that the Closing of the Unit Purchase shall not constitute a
Change of Control (as defined in the SERP), and, thus, Section VII of the SERP
shall not be applicable to the agreements and transactions contemplated by the
Unit Purchase Agreement, including, without limitation, the Unit Purchase, and
(ii) Mullen and the Company agree to amend the SERP, effective as of the
Closing, by amending and restating Section 7.2 of the SERP in its entirety as
follows:
"For purposes of this Section 7, a Change of Control shall be deemed to
have occurred if (i) anyone other than Vestar Capital Partners IV, L.P.
or any of its affiliates, including a "group" (as defined in Section
13(d)(3) of the Securities and Exchange Act of 1934 (the "1934 Act"))
becomes, directly or indirectly, the "beneficial owner" (within the
meaning of Section 13(d)(3) under the 1934 Act) of equity securities of
the Company representing a majority of the voting power of all equity
securities of the Company; or (ii) the Company sells or transfers all
or substantially all of its assets to any person other than a person
controlled by, controlling, or under common control with, the Company
(any of the foregoing constituting a "Business Combination"); or (iii)
as a result of, or in connection with, any cash tender or exchange
offer, purchase of stock, Business Combination, or contested election,
or any combination of the foregoing transactions (a "Transaction"), the
persons who were directors of the Company before the Transaction shall
cease to constitute a majority of the Board of Directors of the Company
or any Successor Corporation. "Successor Corporation" means the
surviving, resulting or transferee corporation in a Business
Combination, or if such corporation is a direct or indirect subsidiary
of another corporation, the parent corporation of such surviving,
resulting or transferee corporation."
The parties intend that this letter be construed and enforced in accordance with
the substantive laws (and not the laws of conflicts) of the State of New York.
This letter may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one agreement. 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 letter or
any course of conduct, course of dealing, verbal or written statement or action
of any party hereto.
If the foregoing correctly sets forth our mutual understanding and intentions,
please sign the enclosed counterpart originals of this letter and return one of
the counterparts to me. This letter becomes effective as of the date of our
receipt of a signed counterpart of this letter.
[Signature Page to follow]
Very truly yours,
/s/ Dennis M. Mullen
-------------------------
Dennis M. Mullen
Accepted and Agreed to
this 19th day of June 2002
---- ---------
VESTAR CAPITAL PARTNERS IV, L.P.
By: Vestar Associates IV, L.P.
Its: General Partner
By: Vestar Associate Corporation IV
Its: General Partner
By: /s/ David Hooper
--------------------------------
Name: David Hooper
Title: Managing Director
Accepted and Agreed to
this 19th day of June 2002
---- ---------
AGRILINK FOODS, INC.
By: /s/ David M. Mehalick
--------------------------------
Name: David M. Mehalick
Title: VP and General Counsel
[Signature Page to Waiver Letter]