▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇-▇▇▇▇-▇,
▇-▇▇▇▇-▇, ▇-▇▇▇▇-▇, and S-6181-L
As of June 19, 1998
AGRILINK FOODS, INC.
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MODIFICATION OF
TERM LOAN, TERM LOAN FACILITY AND SEASONAL LOAN AGREEMENT
IT IS AGREED, That the Term Loan, Term Loan Facility and Seasonal Loan Agreement
dated as of November 3, 1994, entered into between Agrilink Foods, Inc.
(formerly known as ▇▇▇▇▇▇▇-▇▇▇▇▇ Foods, Inc. and successor to merger between PF
Acquisition Corp. and ▇▇▇▇▇▇▇-▇▇▇▇▇ Foods, Inc.) ("Borrower") and Springfield
Bank for Cooperatives, now known as CoBank, ACB ("Bank"),as amended, is hereby
further amended as follows:
(2) Section 2.4 entitled Term Loan Facility is deleted in its entirety and
therefor a new section is substituted reading as follows:
(a) The Bank agrees, upon the terms and subject to the conditions set
forth in this Agreement, to make, in addition to the Term Loan, one or
more term loans to the Borrower (the "Term Loan Facility"; the Loans
made under the Term Loan Facility are collectively referred herein as
the "Term Loan Facility Loans"), from time to time during the period
from the Closing Date up to but not including January 3, 2000, in an
aggregate principal amount up to Sixty-four Million Four Hundred
Ninety-four Thousand Three Hundred Ninety-five Dollars ($64,494,395).
Each Term Loan Facility Loan that shall not utilize the full amount of
the Commitment therefor shall be in an amount not less than One
Million Dollars ($1,000,000). Each Term Loan Facility Loan may be made
as a Prime Loan, LIBOR Loan or Treasury-Based Loan.
(b) Notwithstanding anything to the contrary contained in Section 2.4(a),
the Borrower shall be permitted to borrow amounts previously repaid
under the Term Loan Facility at any time, and from time to time during
the period from the Closing date up to but not including January 3,
2000, in an amount which, together with all amounts previously repaid
and re-borrowed pursuant to this Section 2.4(b) shall not exceed
Sixty-four Million Four Hundred Ninety-four Thousand Three Hundred
Ninety-five Dollars ($64,494,395).
(3) Section 2.6 entitled Amortization of Term Loan Facility Loans is modified
by changing all references to November 3, 1999 to January 3, 2000.
The Term Loan, Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.
All terms of the Term Loan, Term Loan Facility and Seasonal Loan Agreement and
any other related loan and collateral documents (collectively "Loan Documents")
remain in full force and effect and are hereby ratified and confirmed, except to
the extent modified by this Agreement, by Borrower.
Exhibit 10.24 (Continued) 2 All Financial Statements and disclosures submitted
to the Bank under the Loan Documents are true and accurate in all material
respects. Except as previously disclosed to the Bank, there has been no material
adverse change in the financial condition or operations of Borrower.
The Loan Documents are not subject to any offset, claim, or defense by Borrower.
All liens granted by Borrower to the Bank (i) remain in full force and effect,
(ii) are not subject to any claim or defense, and (iii) retain a first priority
lien position.
To the best of Borrower's knowledge, there are no liens, other than liens
granted under the Loan Documents, on any real or personal property of Borrower.
(The Borrower agrees to execute such additional documents and to take such other
action as may be reasonably requested by the Bank to give effect to this
Modification.
The Term Loan, Term Loan Facility and Seasonal Loan Agreement is hereby amended
accordingly but otherwise shall remain in full force and effect.
CoBANK, ACB (formerly known as Springfield
Bank for Cooperatives)
By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its Vice President
ACCEPTED AND AGREED TO: 6/22/98
(Date)
AGRILINK FOODS, INC. (formerly known as ▇▇▇▇▇▇▇-▇▇▇▇▇ Foods, Inc. and successor
to merger between PF Acquisition Corp. and ▇▇▇▇▇▇▇-▇▇▇▇▇ Foods, Inc.)
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Vice President
ACKNOWLEDGED AND AGREED TO: 6/22/98
(Date)
PRO-FAC COOPERATIVE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Vice President
ACKNOWLEDGED AND AGREED TO: 6/22/98
(Date)
▇▇▇▇▇▇▇-▇▇▇▇▇ EXPRESS, INC.
▇▇▇▇▇▇ SNACK FOODS COMPANY, INC.
▇▇▇▇▇▇▇ ENDEAVORS, INCORPORATED
SEASONAL EMPLOYERS, INC.
PRO-FAC HOLDING COMPANY OF IOWA, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its Vice President