SMUCKER J M CO (Form: 10-Q, Received: 12/09/2008 16:27:28)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2008


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-5111

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in its charter)


Ohio		34-0538550
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

One Strawberry Lane
Orrville, Ohio		44667-0280
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (330) 682-3000

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act of 1934.
Yes o No þ

The Company had 118,432,164 common shares outstanding on November 30, 2008.

The Exhibit Index is located at Page No. 26.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits
SIGNATURES
INDEX OF EXHIBITS
EX-3
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-10.19
EX-10.20
EX-10.21
EX-31.1
EX-31.2
EX-31.3
EX-32
EX-99

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)


	Three Months Ended						Six Months Ended
	October 31,						October 31,
	2008			2007			2008			2007
	(Dollars in thousands, except per share data)
Net sales	$	843,142		$	707,890		$	1,506,799		$	1,269,403
Cost of products sold		599,723			489,402			1,055,601			864,931

Gross Profit		243,419			218,488			451,198			404,472
Selling, distribution, and administrative expenses		151,292			131,361			283,176			248,111
Merger and integration costs		6,210			2,552			9,610			2,984
Restructuring costs		127			588			646			901
Other operating (income) expense — net		(507	)		313			(359	)		(1,373	)

Operating Income		86,297			83,674			158,125			153,849
Interest income		1,901			3,826			3,239			7,321
Interest expense		(11,314	)		(10,917	)		(22,058	)		(21,010	)
Other income (expense) — net		341			(707	)		1,366			(461	)

Income Before Income Taxes		77,225			75,876			140,672			139,699
Income taxes		25,772			25,710			46,928			48,772

Net Income	$	51,453		$	50,166		$	93,744		$	90,927


Earnings per common share:
Net Income	$	0.95		$	0.88		$	1.73		$	1.60

Net Income — Assuming Dilution	$	0.94		$	0.87		$	1.71		$	1.58


Dividends declared per common share	$	5.32		$	0.30		$	5.64		$	0.60

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


	October 31, 2008			April 30, 2008
	(Dollars in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	166,312		$	171,541
Trade receivables, less allowances		267,498			162,426
Inventories:
Finished products		335,647			280,568
Raw materials		164,961			99,040

		500,608			379,608
Other current assets		70,942			62,632

Total Current Assets		1,005,360			776,207
PROPERTY, PLANT, AND EQUIPMENT
Land and land improvements		45,765			45,461
Buildings and fixtures		208,160			202,564
Machinery and equipment		614,117			586,502
Construction in progress		47,362			39,516

		915,404			874,043
Accumulated depreciation		(401,402	)		(377,747	)

Total Property, Plant, and Equipment		514,002			496,296
OTHER NONCURRENT ASSETS
Goodwill		1,121,406			1,132,476
Other intangible assets, net		638,388			614,000
Other noncurrent assets		97,185			110,902

Total Other Noncurrent Assets		1,856,979			1,857,378

	$	3,376,341		$	3,129,881


LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	146,799		$	119,844
Current portion of long-term debt		75,000			—
Other current liabilities		245,532			119,553

Total Current Liabilities		467,331			239,397
NONCURRENT LIABILITIES
Long-term debt		1,113,205			789,684
Deferred income taxes		168,226			175,950
Other noncurrent liabilities		115,294			124,997

Total Noncurrent Liabilities		1,396,725			1,090,631
SHAREHOLDERS’ EQUITY
Common shares		13,715			13,656
Additional capital		1,189,170			1,181,645
Retained income		331,634			567,419
Amount due from ESOP Trust		(4,830	)		(5,479	)
Accumulated other comprehensive (loss) income		(17,404	)		42,612

Total Shareholders’ Equity		1,512,285			1,799,853

	$	3,376,341		$	3,129,881

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)


	Six Months Ended October 31,
	2008			2007
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income	$	93,744		$	90,927
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		30,043			28,651
Amortization		2,953			1,538
Share-based compensation expense		6,035			5,973
Changes in assets and liabilities, net of effect from businesses acquired:
Trade receivables		(111,932	)		(86,577	)
Inventories		(123,134	)		(61,975	)
Accounts payable and accrued items		108,759			62,835
Other adjustments		2,254			(2,060	)

Net cash provided by operating activities		8,722			39,312

INVESTING ACTIVITIES
Businesses acquired, net of cash acquired		(56,076	)		(163,494	)
Additions to property, plant, and equipment		(55,770	)		(36,319	)
Proceeds from sale of business		—			3,407
Purchases of marketable securities		—			(179,505	)
Sales and maturities of marketable securities		866			183,411
Disposals of property, plant, and equipment		2,009			590
Other — net		6,258			(144	)

Net cash used for investing activities		(102,713	)		(192,054	)

FINANCING ACTIVITIES
Proceeds from long-term debt		400,000			400,000
Repayments of long-term debt		—			(148,000	)
Dividends paid		(309,160	)		(34,243	)
Purchase of treasury shares		(3,356	)		(3,627	)
Proceeds from stock option exercises		1,850			16,655
Other — net		335			2,758

Net cash provided by financing activities		89,669			233,543
Effect of exchange rate changes		(907	)		5,090

Net (decrease) increase in cash and cash equivalents		(5,229	)		85,891
Cash and cash equivalents at beginning of period		171,541			199,541

Cash and cash equivalents at end of period	$	166,312		$	285,432


( )		Denotes use of cash

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

Note A – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six-month period ended October 31, 2008, are not necessarily indicative of the results that may be expected for the year ending April 30, 2009. For further information, reference is made to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2008. References to the Company in the financial statements include the accounts of wholly-owned subsidiaries and any majority-owned investment. Intercompany transactions and accounts are eliminated in consolidation.

Effective May 1, 2008, the Company adopted the financial statement presentation requirements of Financial Accounting Standards Board Staff Position No. FIN 39-1, An Amendment to FASB Interpretation No. 39 , (“FSP FIN 39-1”). Among other amendments, FSP FIN 39-1 requires the Company to make an accounting policy election to offset or not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value with the same counterparty under a master netting arrangement. The effects of FSP FIN 39-1 are to be applied retrospectively to all periods presented. The Company has elected to not offset fair value amounts recognized for derivative instruments and its cash margin accounts executed with the same counterparty. The Company has cash margin accounts of $26,193 and $12,634 at October 31, 2008 and April 30, 2008, respectively, that are included in other current assets in the Condensed Consolidated Balance Sheets. Prior to adoption, the Company’s cash margin accounts were included in cash and cash equivalents in the Condensed Consolidated Balance Sheets as they were not considered material. The retrospective application of FSP FIN 39-1 had no impact on the Company’s financial position or results of operations for all periods presented and resulted in a decrease of $1.1 million in cash provided by operating activities for the six months ended October 31, 2007.

Note B – Subsequent Event

On November 6, 2008, the Company merged The Folgers Coffee Company (“Folgers”), a subsidiary of The Procter & Gamble Company (“P&G”), with and into the Company. Under the terms of the agreement, P&G distributed the Folgers common shares to P&G shareholders in a tax-free transaction, which was immediately followed by the conversion of the Folgers common stock into Company common shares. In the merger, P&G shareholders received approximately 63.2 million common shares of the Company valued at approximately $3.4 billion based on the average closing price of the Company’s common shares for the period beginning two trading days before and concluding two trading days after the announcement of the transaction on June 4, 2008. Upon closing of the transaction on November 6, 2008, the Company had approximately 118 million common shares outstanding. As part of the transaction, the Company’s debt obligations increased by $350 million as a result of its guarantee of Folgers’ LIBOR-based variable rate notes. In addition, on October 23, 2008, the Company issued $400 million in Senior Notes with a weighted-average interest rate of 6.6 percent. A portion of the proceeds was used to fund the payment of the $5 per share one-time special dividend on the Company’s common shares, totaling approximately $274 million, on October 31, 2008.

The transaction with Folgers, the leading producer of retail packaged coffee products in the United States, is consistent with the Company’s strategy to own and market number one brands in North

America. For accounting purposes, the Company is the acquiring enterprise. The merger was accounted for as a purchase business combination. Accordingly, the results of the Folgers business will be included in the Company’s consolidated financial statements from the date of the merger.

The purchase price will be allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company will determine the estimated fair values with the assistance of independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess will be allocated to goodwill.

Had the acquisition occurred on May 1, 2007, unaudited, pro forma consolidated results would have been as follows:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
	2008		2007		2008		2007

Net sales	$	1,351,637	$	1,166,823	$	2,406,141	$	2,110,436
Net income	$	116,837	$	108,629	$	189,659	$	200,458
Net income per common share — assuming dilution	$	0.99	$	0.90	$	1.61	$	1.66

The unaudited, pro forma consolidated results are based on the Company’s historical financial statements and those of the acquired businesses and do not necessarily indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the applicable period presented, nor is it indicative of the results of operations in future periods.

Note C – Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 and related interpretations provide guidance for using fair value to measure assets and liabilities and only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not expand the use of fair value measurement. In February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP SFAS 157-2”). FSP SFAS 157-2 amends SFAS 157 to delay the effective date of the standard, as it relates to nonfinancial assets and nonfinancial liabilities, to fiscal years beginning after November 15, 2008, (May 1, 2009, for the Company). SFAS 157 for financial assets and financial liabilities was effective for fiscal years beginning after November 15, 2007. Effective May 1, 2008, the Company adopted the provisions of SFAS 157. The adoption of SFAS 157 did not have a material impact on the Company’s condensed consolidated financial statements.

SFAS 157 valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions. SFAS 157 classifies these inputs into the following hierarchy:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table is a summary of the fair values of the Company’s financial assets (liabilities).


								Fair Value at
								October 31,			Fair Value at
	Level 1			Level 2		Level 3		2008			April 30, 2008

Marketable securities ^(A)	$	—		$	14,150	$	—	$	14,150		$	16,043
Other investments and securities ^(B)		10,003			15,510		—		25,513			25,563
Derivatives ^(C)		(22,731	)		—		—		(22,731	)		1,269

Total	$	(12,728	)	$	29,660	$	—	$	16,932		$	42,875


^(A)		The Company’s marketable securities consist entirely of mortgage-backed securities. The securities are broker-priced, and valued by a third party using an evaluated pricing methodology. An evaluated pricing methodology is a valuation technique which uses inputs that are derived principally from or corroborated by observable market data.

^(B)		The Company maintains funds for the payment of benefits associated with nonqualified retirement plans. These funds consist of equity securities listed in active markets and municipal bonds. The municipal bonds are valued by a third party using an evaluated pricing methodology.

^(C)		The Company’s commodity derivatives are valued using quoted market prices.

Note D – Share-Based Payments

The Company provides for equity-based incentives to be awarded to key employees and nonemployee directors. These incentives are administered through various plans, and currently consist of restricted shares, restricted stock units, deferred shares, deferred stock units, performance units, and stock options.

During the six months ended October 31, 2008, the Company granted 9,565 deferred stock units and 204,595 restricted shares to employees, with 65,830 of these representing the conversion of performance units into restricted shares, all with a grant date fair value of $51.37 per share and a total fair value of $11,001. Also during the six months ended October 31, 2008, the Company granted performance units to certain executives. The performance units granted correspond to approximately 65,182 common shares with a grant date fair value of $51.37 per share and a total fair value of $3,348. During the six months ended October 31, 2008, 11,011 deferred stock units were granted to nonemployee directors with a grant date fair value of $50.89 per share and a total fair value of $560. The grant date fair value of these awards was the average of the high and low stock price on the date of grant.

Compensation expense related to share-based awards was $3,236 and $3,147 for the three months ended October 31, 2008 and 2007, and $6,035 and $5,973 for the six months ended October 31, 2008 and 2007, respectively. The related tax benefit recognized was $1,080 and $1,065 for the three months ended October 31, 2008 and 2007, and $2,013 and $2,085 for the six months ended October 31, 2008 and 2007, respectively.

As of October 31, 2008, total compensation cost related to nonvested share-based awards not yet recognized was approximately $19,017. The weighted-average period over which this amount is expected to be recognized is approximately 3.1 years.

Note E – Restructuring

In 2003, the Company announced its plan to restructure certain operations as part of its ongoing efforts to refine its portfolio, optimize its production capacity, improve productivity and operating efficiencies, and improve the Company’s overall cost base as well as service levels in support of its long-term strategy. To date, the Company has completed a number of transactions resulting in the rationalization or divestiture of manufacturing facilities and businesses in the United States, Europe, and Canada, including the September 2006 sale of the Canadian nonbranded businesses, which were acquired as part of International Multifoods Corporation, to Horizon Milling G.P., a subsidiary of Cargill and CHS Inc. The restructurings resulted in the reduction of approximately 410 full-time positions.

The Company expects to incur total restructuring costs of approximately $69 million related to these initiatives, of which $59.1 million has been incurred since the announcement of the initiatives in March 2003. The balance of the costs and remaining cash payments, estimated to be approximately $9.9 million and $1.9 million, respectively, are related to the Canadian restructuring and are anticipated to be incurred through 2009.

The following table summarizes the activity with respect to the restructuring and related asset impairment charges recorded and reserves established and the total amount expected to be incurred.


				Long-Lived
	Employee			Asset			Equipment
	Separation			Charges			Relocation			Other Costs			Total

Total expected restructuring charge	$	16,900		$	20,700		$	6,900		$	24,500		$	69,000

Balance at May 1, 2007	$	528		$	—		$	—		$	—		$	528
First quarter charge to expense		53			—			—			260			313
Second quarter charge to expense		—			—			—			588			588
Third quarter charge to expense		—			262			64			641			967
Fourth quarter charge to expense		—			1,248			48			1,583			2,879
Cash payments		(176	)		—			(112	)		(3,072	)		(3,360	)
Noncash utilization		—			(1,510	)		—			—			(1,510	)

Balance at April 30, 2008	$	405		$	—		$	—		$	—		$	405
First quarter charge to expense		—			—			—			519			519
Second quarter charge to expense		—			—			—			127			127
Cash payments		—			—			—			(646	)		(646	)

Balance at October 31, 2008	$	405		$	—		$	—		$	—		$	405

Remaining expected restructuring charge	$	400		$	—		$	—		$	9,500		$	9,900

Total restructuring charges were $127 and $588 for the three months ended October 31, 2008 and 2007, and $646 and $901 for the six months ended October 31, 2008 and 2007, respectively. Expected employee separation costs are being recognized over the estimated future service period of the related employees. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.

Long-lived asset charges include impairments and accelerated depreciation related to machinery and equipment that will be used at the affected production facilities until they close or are sold. Other costs include miscellaneous expenditures associated with the Company’s restructuring initiative and are expensed as incurred. These costs include employee relocation, professional fees, and other closed facility costs.

Note F – Common Shares

At October 31, 2008, 150,000,000 common shares were authorized. There were 54,861,343 and 54,622,612 shares outstanding at October 31, 2008 and April 30, 2008, respectively. Shares outstanding are shown net of 10,574,237 and 10,807,615 treasury shares at October 31, 2008 and April 30, 2008, respectively.

Note G – Operating Segments

The Company operates in one industry: the manufacturing and marketing of food products. The Company has two reportable segments: U.S. retail market and special markets. The U.S. retail market segment includes the consumer and consumer oils and baking strategic business areas. This segment primarily represents the domestic sales of Smucker’s ^® , Jif ^® , Crisco ^® , Pillsbury ^® , Eagle Brand ^® , Hungry Jack ^® , White Lily ^® , and Martha White ^® branded products to retail customers. The special markets segment is comprised of the international, foodservice, beverage, and Canada strategic business areas. Special markets segment products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (i.e., restaurants, schools and universities, health care operations), and health and natural foods stores and distributors.

The following table sets forth reportable segment information.


	Three Months Ended						Six Months Ended
	October 31,						October 31,
	2008			2007			2008			2007

Net sales:
U.S. retail market	$	634,988		$	535,224		$	1,107,129		$	953,379
Special markets		208,154			172,666			399,670			316,024

Total net sales	$	843,142		$	707,890		$	1,506,799		$	1,269,403

Segment profit:
U.S. retail market	$	98,960		$	98,407		$	186,821		$	177,165
Special markets		26,451			20,788			47,189			42,424

Total segment profit	$	125,411		$	119,195		$	234,010		$	219,589

Interest income		1,901			3,826			3,239			7,321
Interest expense		(11,314	)		(10,917	)		(22,058	)		(21,010	)
Amortization		(1,482	)		(1,417	)		(2,953	)		(1,538	)
Share-based compensation expense		(3,236	)		(3,147	)		(6,035	)		(5,973	)
Restructuring costs		(127	)		(588	)		(646	)		(901	)
Merger and integration costs		(6,210	)		(2,552	)		(9,610	)		(2,984	)
Corporate administrative expenses		(27,736	)		(27,249	)		(56,628	)		(55,380	)
Other unallocated income (expense)		18			(1,275	)		1,353			575

Income before income taxes	$	77,225		$	75,876		$	140,672		$	139,699

Note H – Long-Term Debt and Financing Arrangements

Long-term debt consists of the following:


	October 31, 2008		April 30, 2008

6.77% Senior Notes due June 1, 2009	$	75,000	$	75,000
6.60% Senior Notes due November 13, 2009		203,205		204,684
7.94% Series C Senior Notes due September 1, 2010		10,000		10,000
4.78% Senior Notes due June 1, 2014		100,000		100,000
6.12% Senior Notes due November 1, 2015		24,000		—
6.63% Senior Notes due November 1, 2018		376,000		—
5.55% Senior Notes due April 1, 2022		400,000		400,000

Total long-term debt	$	1,188,205	$	789,684
Current portion of long-term debt		75,000		—

Total long-term debt less current portion	$	1,113,205	$	789,684

On October 23, 2008, the Company issued $400 million in Senior Notes in two series with maturity dates of November 1, 2015 and November 1, 2018. A portion of the proceeds from the Notes was used to fund costs related to the Folgers merger and the payment of the $5 per share one-time special dividend, totaling approximately $274 million, on October 31, 2008. Additional proceeds will be used to finance other strategic and long-term initiatives as determined by the Company.

All of the Company’s Senior Notes are unsecured and interest is paid annually on the 6.60 percent Senior Notes and semiannually on the other notes. The 6.60 percent Senior Notes are guaranteed by Diageo plc. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes. Among other restrictions, the note purchase agreements contain certain covenants relating to liens, consolidated net worth, and sale of assets as defined in the agreements. The Company is in compliance with all covenants.

In addition, as part of the Folgers merger on November 6, 2008, the Company’s debt obligations increased by $350 million as a result of its guarantee of Folgers’ LIBOR-based variable rate debt due November 7, 2009.

Note I – Earnings per Share

The following table sets forth the computation of earnings per common share and earnings per common share – assuming dilution.


	Three Months Ended				Six Months Ended
	October 31,				October 31,
	2008		2007		2008		2007

Numerator:
Net income	$	51,453	$	50,166	$	93,744	$	90,927


Denominator:
Weighted-average shares		54,385,025		57,104,442		54,333,865		56,875,027
Effect of dilutive securities:
Stock options		144,610		215,639		143,519		291,716
Restricted stock		247,567		211,735		245,005		231,731

Weighted-average shares — assuming dilution		54,777,202		57,531,816		54,722,389		57,398,474

Net income per common share	$	0.95	$	0.88	$	1.73	$	1.60

Net income per common share — assuming dilution	$	0.94	$	0.87	$	1.71	$	1.58

Note J – Pensions and Other Postretirement Benefits

The components of the Company’s net periodic benefit cost for defined benefit pension plans and other postretirement benefits are shown below.


	Three Months Ended October 31,
	Defined Benefit Pension Plans						Other Postretirement Benefits
	2008			2007			2008			2007

Service cost	$	1,475		$	1,731		$	242		$	282
Interest cost		6,642			6,456			641			592
Expected return on plan assets		(7,574	)		(8,851	)		—			—
Recognized net actuarial loss (gain)		344			253			(183	)		(135	)
Other		324			409			(122	)		(167	)

Net periodic benefit cost	$	1,211		$	(2	)	$	578		$	572


	Six Months Ended October 31,
	Defined Benefit Pension Plans						Other Postretirement Benefits
	2008			2007			2008			2007

Service cost	$	2,967		$	3,596		$	485		$	705
Interest cost		13,455			12,883			1,296			1,258
Expected return on plan assets		(15,357	)		(17,555	)		—			—
Recognized net actuarial loss (gain)		702			506			(366	)		(262	)
Other		648			749			(244	)		(218	)

Net periodic benefit cost	$	2,415		$	179		$	1,171		$	1,483

Note K – Comprehensive Income

The following table summarizes the components of comprehensive income.


	Three Months Ended					Six Months Ended
	October 31,					October 31,
	2008			2007		2008			2007

Net income	$	51,453		$	50,166	$	93,744		$	90,927
Other comprehensive income:
Foreign currency translation adjustments		(43,618	)		28,936		(48,113	)		36,053
Unrealized loss on available-for-sale securities		(1,264	)		447		(1,994	)		208
Unrealized loss on cash flow hedging derivatives		(3,847	)		3,152		(9,909	)		2,842
Pension and other postretirement liabilities		—			4,362		—			3,784

Comprehensive income	$	2,724		$	87,063	$	33,728		$	133,814

Note L – Commitments and Contingencies

The Company, like other food manufacturers, is from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. The Company is not currently party to any pending proceedings which could reasonably be expected to have a material adverse effect on the Company.

Note M – Income Taxes

During the three months ended October 31, 2008, the Company’s unrecognized tax benefits decreased by $7,096 to $13,222, primarily as a result of the release of a fully-indemnified reserve associated with a prior year acquisition. The release had no impact on the Company’s effective tax rate. Of the remaining unrecognized tax benefits, $7,751 would affect the effective tax rate, if recognized. Within the next twelve months, it is reasonably possible that the Company could decrease its unrecognized tax benefits by an

additional $3,313, primarily as a result of state settlement negotiations in process and expiring statute of limitations periods.

Note N – Recently Issued Accounting Standards

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141 (revised), Business Combinations (“SFAS 141R”). SFAS 141R continues to require the purchase method of accounting to be applied to all business combinations, but it significantly changes the accounting for certain aspects of business combinations. SFAS 141R establishes principles and requirements for how the Company recognizes the assets acquired and liabilities assumed, recognizes the goodwill acquired, and determines what information to disclose to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, (May 1, 2009, for the Company).

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 seeks to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, (February 1, 2009, for the Company).

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets . Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective for fiscal years beginning after December 15, 2008, (May 1, 2009, for the Company).

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States. This Statement is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles .

In June 2008, the FASB issued FSP Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method described in SFAS No. 128, Earnings Per Share . This FSP is effective for fiscal years beginning after December 15, 2008, (May 1, 2009, for the Company), and requires all presented prior period earnings per share data to be adjusted retrospectively.

The Company is currently assessing the impact, if any, of recently issued accounting standards on the consolidated financial statements.

Note O – Reclassifications

Certain prior year amounts have been reclassified to conform to current year classifications.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three-month and six-month periods ended October 31, 2008 and 2007, respectively.

Net Sales

Company net sales were $843.1 million in the second quarter of 2009, an increase of $135.3 million or 19 percent, compared to the second quarter of 2008. Net sales growth was broad based with all major brands and strategic business areas contributing. The Carnation ^® , Europe’s Best ^® and Knott’s Berry Farm ^® acquisitions contributed approximately $35.8 million in net sales to the quarter, or approximately five percent, while the foreign exchange impact of the weakening Canadian dollar reduced net sales by approximately $8.2 million.

Over the last year, the Company has implemented price increases necessary to offset rising costs. Pricing was the primary driver of the net sales increase and contributed approximately 12 percent to net sales, while volume gains and an improved mix of products sold contributed approximately three percent. Most categories experienced volume gains, including Smucker’s ^® fruit spreads, Pillsbury ^® baking mixes and frostings, Hungry Jack ^® potatoes and pancakes, Eagle Brand ^® sweetened condensed milk, and Crisco ^® shortening and oils, while volume declines were primarily limited to flour and industrial oils.

Company net sales for the first six months of 2009 were $1,506.8 million, an increase of 19 percent, compared to $1,269.4 million in the first six months of 2008 primarily due to the effect of pricing increases taken over the course of 2008. Acquisitions contributed approximately $66.8 million of the net sales increase.

Operating Income

The following table presents components of operating income as a percentage of net sales.


	Three Months Ended October 31,						Six Months Ended October 31,
	2008			2007			2008			2007

Gross profit		28.9	%		30.9	%		29.9	%		31.9	%
Selling, distribution, and administrative expenses:
Marketing and selling		9.6	%		9.7	%		9.9	%		10.1	%
Distribution		3.3	%		3.4	%		3.4	%		3.4	%
General and administrative		5.0	%		5.5	%		5.5	%		6.0	%

Total selling, distribution, and administrative expenses		17.9	%		18.6	%		18.8	%		19.5	%

Restructuring and merger and integration costs		0.8	%		0.4	%		0.6	%		0.4	%
Other operating expense (income)		0.0	%		0.1	%		0.0	%		(0.1	%)

Operating income		10.2	%		11.8	%		10.5	%		12.1	%

Overall, gross profit increased $24.9 million in the second quarter of 2009 compared to the second quarter of 2008, despite higher raw material costs for soybean oil, peanuts, wheat, fruit and, to a lesser extent, other commodities. Price increases taken to date, along with the impact of recent acquisitions and plant operating efficiencies, have offset these higher raw material costs and have contributed to the gross profit increase. However, the Company’s hedging activities resulted in mark-to-market charges of approximately $24.4 million on nonqualifying commodity hedges primarily reflecting the sharp decline in soybean oil and wheat commodity markets during the quarter. As a result, gross margin declined from 30.9 percent to 28.9 percent.

Selling, distribution, and administrative (“SD&A”) expenses increased 15 percent for the second quarter of 2009 compared to 2008. Marketing investment increased by 26 percent in the second quarter of 2009 compared to 2008 primarily in support of the national roll-out of Crisco ^® olive oil. Distribution expenses

increased in line with net sales growth over the same period. Most other SD&A expenses, particularly selling and corporate overhead, increased at a lesser rate than net sales resulting in an overall decrease in SD&A from 18.6 percent of net sales to 17.9 percent. This overall decrease in SD&A as a percent of net sales provided some offset to the decline in gross margin.

Operating income increased three percent compared to the second quarter of 2008 and decreased from 11.8 percent to 10.2 percent of net sales. Restructuring and merger and integration costs were $3.2 million higher in the second quarter of 2009 compared to 2008, reducing operating margin by 0.4 percentage points.

Year-to-date operating income increased $4.3 million, or three percent, from last year but decreased from 12.1 percent to 10.5 percent of net sales. Gross profit decreased from 31.9 percent of net sales to 29.9 percent due primarily to the impact of mark-to-market charges of approximately $24.2 million on nonqualifying commodity hedges. For the first six months of 2009, SD&A as a percentage of net sales decreased to 18.8 percent of net sales from 19.5 percent for the comparable period in 2008, primarily due to corporate overhead expenses increasing at a lesser rate than net sales.

Other

Interest income decreased $1.9 million and $4.1 million in the second quarter and first six months of 2009, respectively, compared to 2008, reflecting the use of cash during 2008 to fund acquisitions and the Company’s repurchase of treasury shares.

During the second quarter of 2009, the Company issued $400 million in Senior Notes with a weighted average interest rate of 6.6 percent. A portion of the proceeds from the Notes was used to fund the payment of the $5 per share one-time special dividend, totaling approximately $274 million, on October 31, 2008. There was essentially no impact on interest expense for the quarter since the financing closed on October 23, 2008.

Folgers Merger

On November 6, 2008, the Company completed the transaction with The Folgers Coffee Company (“Folgers”), a subsidiary of The Procter & Gamble Company (“P&G”). The value of the transaction was approximately $3.7 billion, including the issuance of Smucker common shares in connection with the merger and $350 million of Folgers debt. Under the terms of the transaction agreements, P&G distributed common shares of Folgers to P&G shareholders which were then automatically converted into the right to receive Smucker common shares in the merger. Immediately following the merger, P&G shareholders owned approximately 53.5 percent of the Company’s common shares and pre-merger Company shareholders owned approximately 46.5 percent of the Company’s common shares. Immediately after completion of the merger, the Company had approximately 118 million common shares outstanding. The Company expects to incur one-time costs related to the transaction over the next two fiscal years of approximately $100 million to $125 million, including amounts expected to be allocated to goodwill.

The merger will be accounted for as a purchase business combination. For accounting purposes, the Company will be treated as the acquiring entity.

Outlook

Results of Folgers will be included in the Company’s consolidated financial statements from November 6, 2008, the date of acquisition. As a result, the Company estimates net sales for 2009 will range from $3.8 billion to $4.0 billion. Interest expense in the second half of 2009 will increase as a result of the addition of $750 million to the Company’s overall debt as described above.

Relative to the Company’s base Smucker businesses excluding Folgers, cost increases of approximately $140 million for 2009 over 2008 levels are expected. While categories such as soybean oil and wheat have moderated from their recent high levels, they remain up over the same period last year. In addition, costs for certain raw materials, including peanuts, red raspberries, sweeteners and packaging, such as glass and steel cans, are all up for 2009 over 2008. The Company expects to realize some benefit from recent commodity cost declines in the last six months of 2009 while also addressing pricing in certain categories during the last four months of fiscal 2009. Marketing investment is expected to increase in the second half of 2009 compared to 2008 as the Company continues to support the national rollout of Crisco ^® olive oil.

Segment Results

U.S. Retail Market

U.S. retail market segment net sales for the second quarter of 2009 were $635.0 million, up 19 percent, compared to $535.2 million in the second quarter of 2008. While pricing accounted for the majority of the increase, volume was up three percent in tonnage and five percent in cases shipped for the period.

Net sales in the consumer strategic business area increased 16 percent for the second quarter of 2009, with Smucker’s ^® fruit spreads, toppings and Uncrustables ^® sandwiches, Jif ^® and Hungry Jack ^® all up. All major categories of the consumer business area were up in volume except for peanut butter which was equal to last year, despite ongoing competitive activity. Net sales in the consumer oils and baking strategic business area were up 21 percent primarily due to the effect of price increases taken over the course of 2008. Volume gains in baking mixes, frostings, shortening, canned milk, and retail oil also contributed to the increase in net sales. These increases more than offset volume declines in flour and industrial oils.

For the first six months of 2009, U.S. retail market segment net sales increased 16 percent compared to the first six months of 2008 with net sales up 14 percent in the consumer strategic business area, and up 19 percent in the consumer oils and baking strategic business area. Price increases taken over the course of 2008 were the primary contributor to the net sales increases with volume gains in most categories also contributing.

U.S. retail market segment profit increased one percent for the quarter and five percent for the first six months of 2009 compared to the same periods in 2008 reflecting a mark-to-market charge on nonqualified commodity hedges which primarily impacted the U.S. retail market segment. Excluding the impact of the mark-to-market charge, segment profit would have been comparable to the prior year.

Special Markets

Net sales for the second quarter of 2009 in the special markets segment increased 21 percent compared to the second quarter of 2008. Net sales in the Canada strategic business area were up 29 percent, with the impact of the Carnation ^® and Europe’s Best ^® acquisitions offsetting the impact of the weakening Canadian dollar. Pricing gains accounted for the remaining Canada net sales growth. The Company expects the negative impact of foreign exchange in the last half of 2009 to continue and reduce net sales during that time period by approximately $35 million as compared to the same period in 2008. Net sales increased 12 percent in the foodservice strategic business area, led by pricing gains. The Knott’s Berry Farm ^® brand acquisition also contributed to the foodservice increase. Net sales in the beverage and international strategic business areas were up 14 and 22 percent, respectively, primarily due to pricing. For the first six months of 2009, special market segment net sales increased 26 percent.

Special markets segment profit increased 27 percent for the quarter and 11 percent for the first six months of 2009 compared to the same periods in 2008 primarily resulting from the impact of acquisitions.

Financial Condition

Liquidity


	Six Months Ended October 31,
(Dollars in thousands)	2008		2007

Net cash provided by operating activities	$	8,722	$	39,312
Net cash used for investing activities	$	102,713	$	192,054
Net cash provided by financing activities	$	89,669	$	233,543

The Company’s principal source of funds is cash generated from operations, supplemented as needed by borrowings against the Company’s revolving credit facility. Total cash and cash equivalents at October 31, 2008, were $166.3 million compared to $171.5 million at April 30, 2008.

The Company’s working capital requirements are greatest during the first half of its fiscal year, primarily due to the need to build inventory levels in advance of the “fall bake” season, and the seasonal procurement of fruit and vegetables.

Cash provided by operating activities was approximately $8.7 million during the first six months of 2009. Cash provided by operating activities decreased $30.6 million in the first six months of 2009 compared to 2008, due to increased working capital needs, primarily inventory, resulting from increases in the Company’s cost for soybean oil, wheat, and fruit. The Company expects a decrease in inventory and accounts receivable balances related to its base business, excluding Folgers, during the third quarter of 2009 as fall bake is completed and cash collected. However, merger and integration expenses and working capital requirements for Folgers will require a significant use of cash during the last six months of 2009, reducing overall cash provided by operating activities.

Net cash used for investing activities was approximately $102.7 million in the first six months of 2009, compared to $192.1 million in the first six months of 2008, consisting of $56.1 million used for business acquisitions, primarily the Knott’s Berry Farm ^® brand, and capital expenditures of approximately $55.8 million. The Company expects capital expenditures of approximately $60 to $65 million in the second half of the year including amounts associated with Folgers, bringing the total for the year to approximately $115 to $120 million.

Cash provided by financing activities during the first six months of 2009 consisted primarily of the proceeds from the Company’s $400 million Senior Note placement. A portion of the proceeds was used to fund the payment of the $5 per share one-time special dividend, totaling approximately $274 million, on October 31, 2008. In addition, quarterly dividend payments of approximately $35.2 million were made in the first six months of 2009, resulting in total dividend payments of $309.2 million. At current quarterly dividend rates and considering the additional shares issued in connection with the Folgers merger, the Company expects dividend payments in the second half of 2009 of approximately $75 million.

Capital Resources

The following table presents the Company’s capital structure:


	October 31, 2008		April 30, 2008

Current portion of long-term debt	$	75,000	$	—
Long-term debt		1,113,205		789,684

Total debt	$	1,188,205	$	789,684
Shareholders’ equity		1,512,285		1,799,853

Total capital	$	2,700,490	$	2,589,537

In addition to borrowings outstanding, the Company has available a $180 million revolving credit facility with a group of three banks that expires in 2011.

Long-term debt at October 31, 2008, includes $400 million in Senior Notes with a weighted-average interest rate of 6.6 percent issued on October 23, 2008. Subsequent to the end of the quarter, the Company’s debt obligations increased by $350 million as a result of its guarantee of Folgers’ LIBOR-based variable rate note.

Absent any other material acquisitions or other significant investments, the Company believes that cash on hand, combined with cash provided by operations, and borrowings available under the revolving credit facility, will be sufficient to meet cash requirements for the next twelve months, including capital expenditures, the payment of quarterly dividends, and principle and interest on debt outstanding.

Contractual Obligations

The following table summarizes the Company’s contractual obligations at October 31, 2008.


			Less		One to		Three to
			Than		Three		Five		More Than
(Dollars in millions)	Total		One Year		Years		Years		Five Years

Long-term debt obligations	$	1,188.2	$	75.0	$	213.2	$	—	$	900.0
Operating lease obligations		30.5		2.0		7.5		7.1		13.9
Purchase obligations		596.9		344.3		242.7		3.3		6.6
Other long-term liabilities		283.5		—		—		—		283.5

Total	$	2,099.1	$	421.3	$	463.4	$	10.4	$	1,204.0

Purchase obligations in the above table include agreements to purchase goods or services that are enforceable and legally binding on the Company. Included in this category are certain obligations related to normal, ongoing purchase obligations in which the Company has guaranteed payment to ensure availability of raw materials and packaging supplies. The Company expects to receive consideration for these purchase obligations in the form of materials. The purchase obligations in the above table do not represent the entire anticipated purchases in the future, but represent only those items for which the Company is contractually obligated.

Subsequent to the end of the quarter, the Company’s debt obligations increased by $350 million as a result of its guarantee of Folgers’ LIBOR-based variable rate note due November 7, 2009.

The Company expects cash provided by operations combined, as necessary, with borrowings under existing and anticipated credit facilities will be sufficient to repay long-term debt obligations over the next 18 months.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risk related to changes in interest rates, commodity prices, and foreign currency exchange rates. For further information related to changes in interest rates and foreign currency exchange rates, reference is made to the Company’s Annual Report on Form 10-K for the year ended April 30, 2008.

Commodity Price Risk . Raw materials and other commodities used by the Company are subject to price volatility caused by supply and demand conditions, political and economic variables, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, the Company uses futures and options with maturities generally less than one year. Certain of these instruments are designated as cash flow hedges. The mark-to-market gains or losses on qualifying hedges are included in other comprehensive income to the extent effective, and reclassified into cost of products sold in the period during which the hedged transaction affects earnings. The mark-to-market gains or losses on nonqualifying, excluded, and ineffective portions of hedges are recognized in cost of products sold immediately.

The following sensitivity analysis presents the Company’s potential loss of fair value resulting from a hypothetical 10 percent decrease in market prices.


(Dollars in thousands)	October 31, 2008		April 30, 2008

Raw material commodities:
High	$	12,176	$	13,229
Low		5,847		3,289
Average		9,011		8,474

Fair value was determined using quoted market prices and was based on the Company’s net derivative position by commodity at each quarter end during the fiscal year. The calculations are not intended to represent actual losses in fair value that the Company expects to incur. In practice, as markets move, the Company actively manages its risk and adjusts hedging strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument; thus, the Company would expect that any gain or loss in fair value of its derivatives would generally be offset by an increase or decrease in the fair value of the underlying exposures.

Certain Forward-Looking Statements

This quarterly report contains forward-looking statements, such as projected operating results, earnings and cash flows, that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any future results, performance, or achievements expressed or implied by those forward-looking statements. The risks, uncertainties, factors and assumptions listed and discussed in this quarterly report, including the following important factors and assumptions, could affect the future results of the Company and could cause actual results to differ materially from those expressed in the forward-looking statements:

	•		volatility of commodity markets from which raw materials, particularly green coffee beans, wheat, soybean oil, milk, peanuts, are procured and the related impact on costs;

	•		the successful integration of the coffee business with the Company’s business, operations, and culture and the ability to realize synergies and other potential benefits of the merger within the time frames currently contemplated;

	•		crude oil price trends and their impact on transportation, energy, and packaging costs;

	•		the ability to successfully implement price changes;

	•		the success and cost of introducing new products and the competitive response;

	•		the success and cost of marketing and sales programs and strategies intended to promote growth in the Company’s businesses, which include the coffee business;

	•		general competitive activity in the market, including competitors’ pricing practices and promotional spending levels;

	•		the concentration of certain of the Company’s businesses, which include the coffee business, with key customers and the ability to manage and maintain key customer relationships;

	•		the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer;

	•		changes in consumer coffee preferences, and other factors affecting the coffee business, which will now represent a substantial portion of the Company’s business;

	•		the ability of the Company to obtain any required financing;

	•		the timing and amount of the Company’s capital expenditures, restructuring, and merger and integration costs;

	•		the outcome of current and future tax examinations and other tax matters, and their related impact on the Company’s tax positions;

	•		foreign currency and interest rate fluctuations;

	•		political or economic disruption due to the global credit crisis;

	•		other factors affecting share prices and capital markets generally; and

	•		the other factors described under “Risk Factors” in registration statements filed by the Company with the Securities and Exchange Commission and in the other reports and statements filed by the Company with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and proxy materials.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this quarterly report. The Company does not assume any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures . The Company’s management, including the Company’s principal executive officers and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of October 31, 2008, (the “Evaluation Date”). Based on that evaluation, the Company’s principal executive officers and principal financial officer have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Controls . There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended October 31, 2008, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors.

The Company’s business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended April 30, 2008, should be carefully considered, together with the other information contained or incorporated by reference in the Quarterly Report on Form 10-Q including risks related to the current credit crisis described below and risks specific to the Company’s coffee business incorporated by reference to Exhibit 99 of this filing and in the Company’s other filings with the SEC in connection with evaluating the Company, its business and the forward-looking statements contained in this Report. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may affect the Company. The occurrence of any of these known or unknown risks could have a material adverse impact on the Company’s business, financial condition, and results of operations.

	•		The Company faces risks related to the current credit crisis.

			Current uncertainty in global economic conditions resulting from the recent disruption in credit markets pose a risk to the overall economy that could impact consumer and customer demand for some of the Company’s products, as well as the Company’s ability to manage normal commercial relationships with its customers, suppliers, and creditors. If the current situation deteriorates significantly, the Company’s business could be negatively impacted, including such areas as reduced demand for some of its products from a slow down in the general economy, or supplier or customer disruptions resulting from tighter credit markets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.

(a)

(b)

(c)

(d)

Maximum

Number (or

Total Number

Approximate

of Shares

Dollar Value)

Purchased as

of Shares

Part of

That May Yet

Publicly

Be Purchased

Total Number

Average Price

Announced

Under the

of Shares

Paid Per

Plans or

Period

Purchased

Programs

August 1, 2008 – August 31, 2008

8,544

56.10

—

3,744,222

September 1, 2008 – September 30, 2008

4,504

54.40

—

3,744,222

October 1, 2008 – October 31, 2008

—

3,744,222

Total

13,048

55.51

—

3,744,222

Information set forth in the table above represents activity in the Company’s second fiscal quarter of 2009.

(a)		Shares in this column include shares repurchased as part of publicly announced plans as well as shares repurchased from stock plan recipients in lieu of cash payments.

(d)		Since August 2004, the Company’s Board of Directors has authorized management to repurchase up to 10 million common shares. Share repurchases will occur at management’s discretion with no established expiration date. The Company has repurchased a total of 6,255,778 common shares since November 2004 under the buyback program authorized by the Company’s Board of Directors. At October 31, 2008, 3,744,222 common shares remain available for repurchase under this program. Under the transaction agreement relating to the Folgers merger and related ancillary agreements, the Company may repurchase common shares only under specific conditions. As a result, the Company does not anticipate that it will repurchase shares for a period of at least two years following the closing of the merger on November 6, 2008.

Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of the Company was held on August 21, 2008. At the meeting, the names of Vincent C. Byrd, R. Douglas Cowan, and Elizabeth Valk Long were placed in nomination for the Board of Directors to serve three-year terms ending in 2011. All nominees were elected with the results as follows:


	Votes For		Votes Withheld		Broker Nonvotes

Vincent C. Byrd		46,541,567		2,262,626		—
R. Douglas Cowan		47,225,646		1,578,547		—
Elizabeth Valk Long		47,120,380		1,683,813		—

The shareholders also voted on the ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2009 fiscal year. The measure was approved as follows:


	Votes For		Votes Against		Votes Withheld		Broker Nonvotes

Appointment of Ernst & Young LLP		47,156,840		1,524,732		122,621		—

A special meeting of the shareholders of the Company was held on October 16, 2008, to consider and vote upon the following proposals:

	1)		A proposal relating to the issuance of common shares in a merger of The Folgers Coffee Company with a wholly-owned subsidiary of the Company and to authorize the transactions relating to the merger.

	2)		Subject to approval of the first proposal, a proposal to approve the adoption of amended articles of incorporation of the Company in connection with the merger to change the date applicable to determining whether a share entitles the holder to one vote per share or 10 votes per share under the Company’s time phase voting rights to the closing date of the merger.

	3)		A proposal to approve adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the above proposals.

Giving effect to the 10 votes per share provisions stated in the Company’s Amended Articles of Incorporation, the proposals were approved as follows:


	Votes For		Votes Against		Votes Withheld		Broker Nonvotes

Approve the issuance of common shares		181,791,654		3,182,575		452,756		—
Adoption of amended articles of incorporation		153,485,320		31,002,548		938,769		348
Approve adjournments or postponements		165,123,899		19,454,473		848,265		348

In connection with the financing of the Folgers transaction, the Company solicited consents from the holders of the notes issued pursuant to the Note Purchase Agreements in order to amend the agreements to accommodate the financing of the transaction. The amendments were consented to as follows:


	Consents		Consents
	Given		Withheld		Abstentions

Fourth amendment to Note Purchase Agreement (dated as of June 16, 1999)		17		—		—

Fifth amendment to Note Purchase Agreement (dated as of June 16, 1999)		17		—		—

Fourth amendment to Note Purchase Agreement (dated as of August 23, 2000)		2		—		—

Fifth amendment to Note Purchase Agreement (dated as of August 23, 2000)		2		—		—

Second amendment to Note Purchase Agreement (dated as of May 27, 2004)		13		—		—

Third amendment to Note Purchase Agreement (dated as of May 27, 2004)		13		—		—

First amendment to Note Purchase Agreement (dated as of May 31, 2007)		39		—		1

Second amendment to Note Purchase Agreement (dated as of May 31, 2007)		38		—		2

First amendment to Note Purchase Agreement (dated as of October 23, 2008)		42		—		—

Item 6. Exhibits.

See the Index of Exhibits that appears on Page No. 26 of this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


December 9, 2008		THE J. M. SMUCKER COMPANY

		/s/ Timothy P. Smucker

		BY TIMOTHY P. SMUCKER
		Chairman of the Board and Co-Chief Executive Officer

		/s/ Richard K. Smucker

		BY RICHARD K. SMUCKER
		Executive Chairman, President and Co-Chief Executive Officer

		/s/ Mark R. Belgya

		BY MARK R. BELGYA
		Vice President and Chief Financial Officer

INDEX OF EXHIBITS


Assigned
Exhibit No.
*		Description

3		Amended Articles of Incorporation of The J. M. Smucker Company (Commission File 001-5111).

10.1		Fourth amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of June 16, 1999 (Commission File 001-5111).

10.2+		Fifth amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of June 16, 1999 (Commission File 001-5111).

10.3		Fourth amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of August 23, 2000 (Commission File 001-5111).

10.4+		Fifth amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of August 23, 2000 (Commission File 001-5111).

10.5		Second amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of May 27, 2004 (Commission File 001-5111).

10.6+		Third amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of May 27, 2004 (Commission File 001-5111).

10.7		First amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of May 31, 2007 (Commission File 001-5111).

10.8+		Second amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of May 31, 2007 (Commission File 001-5111).

10.9+		Note Purchase Agreement, dated as of October 23, 2008, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto (Commission File 001-5111).

10.10+		First amendment, dated November 6, 2008, to Note Purchase Agreement, dated as of October 23, 2008 (Commission File 001-5111).

10.11+		Credit Agreement, dated October 31, 2008, by and among The Folgers Coffee Company as Borrower, the lenders named therein, as lenders, Bank of Montreal as Administrative Agent, and Bank of America, N.A. as Syndication Agent (Commission File 001-5111).

10.12		Amendment No. 1, dated November 6, 2008, to Credit Agreement, dated as of October 31, 2008 (Commission File 001-5111).

10.13+		Guaranty, dated November 6, 2008, furnished by The J. M. Smucker Company and J.M. Smucker LLC for the benefit of the Guaranteed Parties defined therein (Commission File 001-5111).

10.14		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of June 16, 1999, as amended (Commission File 001-5111).

10.15		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of August 23, 2000, as amended (Commission File 001-5111).

10.16		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of May 27, 2004, as amended (Commission File 001-5111).

10.17		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of May 31, 2007, as amended (Commission File 001-5111).

10.18		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of October 23, 2008, as amended (Commission File 001-5111).

10.19+		Transition Services Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 (Commission File 001-5111).

10.20		Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and The J. M. Smucker Company, dated November 6, 2008 (Commission File 001-5111).

10.21+		Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 (Commission File 001-5111).

31.1		Certification of Timothy P. Smucker pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act.

31.2		Certification of Richard K. Smucker pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act.

31.3		Certification of Mark R. Belgya pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

99		Risk Factors Relating to the Coffee Business and the Coffee Industry.


*		Exhibits 2, 11, 15, 18, 19, 22, 23, 24, and 99 are either inapplicable to the Company or require no answer. + Contains a list briefly identifying the contents of all omitted schedules and exhibits. The Company undertakes to furnish supplementally a copy of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.

Exhibit 3

AMENDED
ARTICLES OF INCORPORATION
OF
THE J. M. SMUCKER COMPANY

FIRST. The name of the Company is The J. M. Smucker Company.

SECOND. The place in Ohio where its principal office is located is the City of Orrville, in Wayne County.

THIRD. The purpose or purposes of the Company are:

(a) To manufacture, preserve, can, pack, purchase, sell, import, export, store, hold, use, distribute, transport; and deal in and with food products, food by-products, and containers therefor;

(b) To manufacture, to purchase, lease, or otherwise acquire, to hold and use, to sell, lease, or otherwise dispose of, and to deal in or with personal property of any description and any interest therein;

(c) To purchase, lease, or otherwise acquire, to invest in, hold, use, and encumber, to sell, lease, exchange, transfer, or otherwise dispose of, and to construct, develop, improve, equip, maintain, and operate structures and real property of any description and any interest therein;

(d) To borrow money, to issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and to guarantee and secure obligations of any person, all to the extent necessary, useful, or conducive to carrying out any of the purposes of the Company;

(e) To invest its funds in any shares or other securities of another corporation, business, or undertaking or of a government, governmental authority, or governmental subdivision; and

(f) To do whatever is deemed necessary, useful, or conducive to carrying out any of the purposes of the Company and to exercise all other authority enjoyed by corporations generally by virtue of the provisions of Chapter 1701 of the Ohio Revised Code.

FOURTH. The authorized number of shares of the Company is 156,000,000 consisting of 6,000,000 serial preferred shares without par value (“Serial Preferred Shares”) and 150,000,000 common shares without par value (“Common Shares”). This Article Fourth may be amended by the Board of Directors without shareholder approval as permitted by Chapter 1701 of the Ohio Revised Code; as it may be amended from time to time.

DIVISION I
Express Terms of Serial Preferred Shares

The Serial Preferred Shares may be issued front time to time in series. Each Serial Preferred Share of any one series shall be identical with each other share of the same series in all respects, except as to the date from which dividends thereon shall be cumulative; and all Serial Preferred Shares of all series shall rank equally and shall be identical, except that there may be variations in respect of the dividend rate, the dates of payment of dividends and the dates from which they are cumulative, redemption rights and price, sinking fund requirements, conversion rights, liquidation price, and restrictions on the issuance of shares of the same series or of any other class or series. Subject to the requirement that all Serial Preferred Shares shall be identical in respect of voting rights and rights of alteration of express terms, the Board of Directors, without any further action by the shareholders, may, at any time and from time to time, adopt an amendment or amendments to these Amended Articles of Incorporation, or adopt further Amended Articles of Incorporation, in respect of any Serial Preferred Shares that constitute unissued or treasury shares at the time of such adoption for the purpose of dividing any or all of such Serial Preferred Shares into such series as the Board of Directors shall determine and fix the express terms of any such series of Serial Preferred Shares, which may include statements specifying:

(a) Dividend rights, which may be cumulative or non-cumulative, at a specified rate, amount, or proportion, with or without further participation rights, and in preference to, junior to, or on a parity in whole or in part with dividend rights of shares of any other class or series;

(b) Redemption rights and price;

(c) Sinking fund requirements, which may require the Company to provide a sinking fund out of earnings or otherwise for the purchase or redemption of such shares or for dividends thereon;

(d) Voting rights, which may be full, limited or denied, except as otherwise required by law;

(e) Conversion rights;

(f) Liquidation rights, preferences, and price; and

(g) Restrictions on the issuance of shares of any class or series of the Company.

DIVISION I-A
SERIES A JUNIOR PARTICIPATING PREFERRED SHARES

SECTION 1. There is established hereby a series of Serial Preferred Shares that shall be designated Series A Junior Participating Preferred Shares (hereinafter sometimes called this “Series” or the “Series A Junior Participating Preferred Shares”) and that shall have the terms set forth in this Division I-A.

Page 2

SECTION 2. The number of shares of this Series shall be 1,500,000.

SECTION 3. (a) The holders of record of Series A Junior Participating Preferred Shares shall be entitled to receive, when and as declared by the Directors in accordance with the terms hereof, out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on the first day of March, June, September, and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. Such quarterly dividend payments shall be in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 per share or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in Common Shares, or a subdivision of the outstanding Common Shares (by reclassification or otherwise)), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. In the event the Company shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(b) Dividends shall begin to accrue and be cumulative on outstanding Series A Junior Participating Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Junior Participating Preferred Shares, unless (i) the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. No dividends shall be paid upon or declared and set apart for any Series A Junior Participating Preferred Shares for any dividend period unless at the same time a dividend for the same dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon or declared and set apart for all Serial Preferred Shares of all series then outstanding and entitled to receive such dividend. The Directors may fix a record date for the determination of holders of Series A Junior Participating Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 40 days prior to the date fixed for the payment thereof.

Page 3

SECTION 4. The Series A Junior Participating Preferred Shares are not redeemable.

SECTION 5. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (hereinafter referred to as a “Liquidation”), no distribution shall be made to the holders of shares ranking junior (either as to dividends or upon Liquidation) to the Series A Junior Participating Preferred Shares, unless, prior thereto, the holders of Series A Junior Participating Preferred Shares shall have received at least an amount per share equal to one hundred times the then applicable Purchase Price as defined in the Amended and Restated Rights Agreement, dated as of August 28, 2000, between the Company and Computershare Investor Services, LLC, successor to Harris Trust and Savings Bank, as the same may be from time to time amended in accordance with its terms (which Purchase Price is $90.00 as of August 28, 2000), subject to adjustment from time to time as provided in the Rights Agreement, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment; provided that the holders of Series A Junior Participating Preferred Shares shall be entitled to receive at least an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Shares (the “Series A Junior Participating Preferred Shares Liquidation Preference”).

(b) In the event, however, that the net assets of the Company are not sufficient to pay in full the amount of the Series A Junior Participating Preferred Shares Liquidation Preference and the liquidation preferences of all other series of Serial Preferred Shares, if any, which rank on a parity with the Series A Junior Participating Preferred Shares as to distribution of assets in Liquidation, all shares of this. Series and of such other series of Serial Preferred Shares shall share ratably in the distribution of assets (or proceeds thereof) in Liquidation in proportion to the full amounts to which they are respectively entitled.

(c) In the event the Company shall at any time declare or pay any dividend on the Common Shares payable in consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event pursuant to the proviso set forth in paragraph (a) above, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(d) The merger or consolidation of the Company into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Company, shall not be deemed to be a Liquidation for the purpose of this Section 5.

SECTION 6. The Series A Junior Participating Preferred Shares shall not be convertible into Common Shares.

Page 4

DIVISION II
Express Terms of Common Shares

SECTION 1. Except as expressly set forth in Section 2 of this Division II, each outstanding Common Share shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action, including any vote or consent for the election or removal of directors.

SECTION 2. (a) Notwithstanding Section 1 of this Division II, each outstanding Common Share shall entitle the holder thereof to ten votes on each of the following matters properly submitted to the shareholders to the extent such matters (x) are required under the Ohio Revised Code, any provisions of these Amended Articles of Incorporation or the Regulations of the Company or applicable stock exchange rules, to be submitted to the shareholders for their vote, consent, waiver or other action or (y) are submitted or presented to the shareholders for their vote, consent waiver or other action: (1) any matter that relates to or would result in the dissolution or liquidation of the Company, whether voluntary or involuntary, and whether pursuant to Section 1701.86 or 1701.91 of the Ohio Revised Code or otherwise, (2) the adoption of any amendment to these Amended Articles of Incorporation, or the Regulations of the Company, or the adoption of Amended Articles of Incorporation, other than the adoption of any amendment or Amended Articles of Incorporation that increases the number of votes to which holders of Common Shares are entitled or expand the matters to which this Section 2(a) applies, (3) any proposal or other action to be taken by the shareholders of the Company, whether or not proposed by the shareholders of the Company, and whether proposed by authority of the Board of Directors or otherwise, relating to the Amended and Restated Rights Agreement, dated as of August 28, 2000, as it may be amended from time to time pursuant to its terms, or any successor plan, (4) any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement or agreement, (5) adoption of any agreement or plan of or for the merger, consolidation, or majority share acquisition of the Company or any subsidiary with or into any other person, whether domestic or foreign, corporate, or noncorporate, or the authorization of the lease, sale, exchange, transfer or other disposition of all, or substantially all, of the Company’s assets, (6) any matter submitted to the shareholders pursuant to Article Fifth or Article Seventh of these Amended Articles of Incorporation, as they may be further amended, or any issuance of shares of the Company for which shareholder approval is required by applicable stock exchange rules or (7) any matter relating to the issuance of shares of the Company, or the repurchase of shares of the Company that the Board of Directors determines is required or appropriate to be submitted to the shareholders under the Ohio Revised Code or applicable stock exchange rules, except that:

(i) no holder of Common Shares shall be entitled to exercise more than one vote on any such matter in respect of any Common Share with respect to which there has been a change in beneficial ownership following the Effective Time of the Merger (as such terms are defined in the Transaction Agreement, dated as of June 4, 2008, as it may be amended from time to time (the “Transaction Agreement”), by and among The Procter & Gamble Company, The Folgers Coffee Company, Moon Merger Sub, Inc. and the Company) and during the four years immediately preceding the date on which a determination is made of the shareholders who are entitled to take any such action; and

Page 5

(ii) no holder shall be entitled to exercise more than one vote on any such matter in respect of any Common Share if the aggregate voting power such holder otherwise would be entitled to exercise as of the date of such a determination (disregarding the voting power of any Common Shares held by such holder on August 20, 1985 or acquired by such holder in a transaction not involving any change in beneficial ownership by reason of Section 2(c) of this Division II) would constitute one-fifth or more of the voting power of the Company and the holders of the Common Shares have not authorized the ownership of Common Shares by such person as and to the extent contemplated by Article Seventh hereof.

(b) A change in beneficial ownership of an outstanding Common Share shall be deemed to have occurred whenever a change occurs in any person or group of persons who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such Common Share, (2) investment power, which includes the power to direct the sale or other disposition of such Common Share, (3) the right to receive or retain the proceeds of any sale or other disposition of such Common Share, or (4) the right to receive any distributions, including cash dividends, in respect of such Common Share.

(A) In the absence of proof to the contrary provided in accordance with the procedures referred to in Section 2(d) of this Division II, a change in beneficial ownership shall be deemed to have occurred whenever a Common Share is transferred of record into the name of any other person.

(B) In the case of a Common Share held of record in the name of a corporation, general partnership, limited partnership, voting trustee, bank, trust company, broker, nominee or clearing agency, if it has not been established pursuant to the procedures referred to in Section 2(d) of this Division II that there has been no change in the person or persons who direct the exercise of the rights referred to in clauses (b)(1) through (b)(4) of Section 2 of this Division II with respect to such Common Share during the period of four years immediately preceding the date on which a determination is made of the shareholders who are entitled to take any action, then a change in beneficial ownership shall be deemed to have occurred during such period.

(C) In the case of a Common Share held of record in the name of any person as a trustee, agent, guardian or custodian under the Uniform Gifts to Minors Act as in effect in any state, a change in beneficial ownership shall be deemed to have occurred whenever there is a change in the beneficiary of such trust, the principal of such agent, the ward of such guardian or the minor for whom such custodian is acting or in such trustee, agent, guardian or custodian.

(D) In the case of Common Shares beneficially owned by a person or group of persons who, after acquiring directly or indirectly the beneficial ownership of five percent of the outstanding Common Shares, failed to notify the Company of such ownership, a change in beneficial ownership of such Common Shares shall be deemed to occur on each day while such failure continues.

Page 6

(c) Notwithstanding anything in this Section 2 of this Division II to the contrary, no change in beneficial ownership shall be deemed to have occurred solely as a result of:

(1) any event that occurred prior to August 20, 1985 or pursuant to the terms of any contract (other than a contract for the purchase and sale of Common Shares contemplating prompt settlement), including contracts providing for options, rights of first refusal and similar arrangements in existence on such date to which any holder of Common Shares is a party;

(2) any transfer of any interest in a Common Share pursuant to a bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including a gift that is made in good faith and not for. the purpose of circumventing this Article Fourth;

(3) any change in the beneficiary of any trust, or any distribution of a Common Share from trust, by reason of the birth, death, marriage or divorce of any natural person, the adoption of any natural person prior to age 18 or the passage of a given period of time or the attainment by any natural person of a specific age, or the creation or termination of any guardianship or custodial arrangement;

(4) any appointment of a successor trustee, agent, guardian or custodian with respect to a Common Share if neither such successor has nor its predecessor had the power to vote or to dispose of such Common Share without further instructions from others;

(5) any change in the person to whom dividends or other distributions in respect of a Common Share are to be paid pursuant to the issuance or modification of a revocable dividend payment order; or

(6) any issuance of a Common Share by the Company or any transfer by the Company of a Common Share held in treasury unless otherwise determined by the Board of Directors at the time of authorizing such issuance, or transfer, including without limitation those Common Shares issued pursuant to the Transaction Agreement.

(d) For purposes of Section 2 of this Division II, all determinations concerning changes in beneficial ownership, or the absence of any such change, shall be made by the Company or, at any time when a transfer agent is acting with respect to the Common Shares, by such transfer agent on the Company’s behalf. Written procedures designed to facilitate such determinations shall be established by the Company and refined from time to time. Such procedures shall provide, among other things, the manner of proof of facts that will be accepted and the frequency with which such proof may be required to be renewed. The Company and any transfer agent shall be entitled to rely on all information concerning beneficial ownership of the Common Shares coming to their attention from any source and in any manner reasonably deemed by them to be reliable, but neither the Company nor any transfer agent shall be charged with any other knowledge concerning the beneficial ownership of the Common Shares.

(e) In the event of any stock split or stock dividend with respect to the Common Shares, each Common Share acquired by reason of such split or dividend shall be deemed to

Page 7

have been beneficially owned by the same person continuously from the same date as that on which beneficial ownership of the Common Share, with respect to which such Common Share was distributed, was acquired.

SECTION 3. No reference to any matter in this Division II shall be deemed to entitle any shareholder of the Company the right to vote thereon, consent thereto, grant a waiver or release in respect thereof, or take any other action with respect thereto.

SECTION 4. Each Common Share, whether at any particular rime the holder thereof is entitled to exercise ten votes or one vote pursuant to Section 2 of this Division II, shall be identical to all other Common Shares in all respects, and together the Common Shares shall constitute a single class of shares of the Company.

FIFTH. (a) Unless the conditions set forth in clauses (1) through (4) of this paragraph (a) are satisfied, the affirmative vote of the holders of 85% of all shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class, shall be required for the adoption or authorization of a business combination (as hereinafter defined) with any other entity (as hereinafter defined) if, as of the record date for the determination of shareholders entitled to notice thereof and to vote thereon, the other entity is the beneficial owner, directly or indirectly, of more than 30% of the outstanding shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class. The 85% voting requirement set forth in the foregoing sentence shall not be applicable if:

(1) The cash, or fair market value of other consideration, to be received per share by holders of Common Shares of the Company in the business combination is at least an amount equal to (A) the highest per share price paid by the other entity in acquiring any of its holdings of the Common Shares of the Company plus (B) the aggregate amount, if any, by which 5% per annum of the per share price exceeds the aggregate amount of all dividends paid in cash, in each case since the date on which the other entity acquired the 30% interest;

(2) After the other entity has acquired a 30% interest and prior to the consummation of the business combination: (A) the other entity shall have taken steps to ensure that the Company’s Board of Directors included at all times representation by continuing director(s) (as hereinafter defined) proportionate to the shareholdings of the public holders of Common Shares of the Company not affiliated with the other entity (with a continuing director to occupy any resulting fractional board position); (B) the other entity shall not have acquired any newly issued shares, directly or indirectly, from the Company (except upon conversion of convertible securities acquired by it prior to obtaining a 30% interest or as a result of a pro rata share dividend or share split); and (C) the other entity shall not have acquired any additional outstanding Common Shares of the Company or securities convertible into Common Shares except as a part of the transaction that resulted in the other entity’s acquiring its 30% interest;

(3) The other entity shall not have (A) received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or tax credits provided by the Company or (B) made

Page 8

any major change in the Company’s business or equity capital structure without in either case the approval of at least a majority of all the directors and at least two-thirds of the continuing directors, in either case prior to the consummation of the business combination; and

(4) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall have been mailed to public shareholders of the Company for the purpose of soliciting shareholder approval of the business combination and shall have contained at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the business combination that the continuing directors, or any of them, may choose to state and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the terms of the business combination, from the point of view of the remaining public shareholders of the Company (the investment banking firm to be selected by a majority of the continuing directors and to be paid a reasonable fee for their services by the Company upon receipt of the opinion).

The provisions of this Article Fifth shall also apply to a business combination with any other entity that at any time has been the beneficial owner, directly or indirectly, of more than 30% of the outstanding shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class, notwithstanding the fact that the other entity has reduced its shareholdings below 30% if, as of the record date for the determination of shareholders entitled to notice of and to vote on the business combination, the other entity is an “affiliate” of the Company (as hereinafter defined).

(b) As used in this Article Fifth, (1) the term “other entity” shall include any corporation, person, or other entity and any other entity with which it or its “affiliate” or “associate” (as defined below) has any agreement, arrangement, or understanding, directly or indirectly, for the purpose of acquiring, holding, voting, or disposing of shares of the Company, or that is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, together with the successors and assigns of those persons in any transaction or series of transactions not involving a public offering of the Company’s shares within the meaning of the Securities Act of 1933; (2) another entity shall be deemed to be the beneficial owner of any shares of the Company that the other entity (as defined above) has the right to acquire pursuant to any agreement or upon exercise of conversion rights, warrants, or options, or otherwise; (3) the outstanding shares of any class of the Company shall include shares deemed owned through application of clause (2) above but shall not include any other shares that may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants, or options, or otherwise; (4) the term “business combination” shall include (A) the sale, exchange, lease, transfer, or other disposition by the Company of all, or substantially all, of its assets or business to any other entity, (B) the consolidation of the Company with or its merger into any other entity, (C) the merger into the Company of any other entity, and (D) a “combination” or “majority share acquisition” in which the Company is the “acquiring corporation” (as those terms are defined in Section 1701.01 of the Ohio Revised Code or any similar provision hereafter enacted) and its voting shares are issued or transferred to any other entity or to shareholders of any other entity, and the term “business combination” shall also include any agreement, contract, or other arrangement with another

Page 9

entity providing for any of the transactions described in (A) through (D) of this clause (4); (5) the term “continuing director” shall mean either a person who was a member of the Board of Directors of the Company elected by the public shareholders prior to the time when the other entity acquired in excess of 5% of the shares of the Company entitled to vote in the election of Directors, considered for the purposes of this Article Fifth as one class, or a person recommended to succeed a continuing director or by a majority of the continuing directors; and (6), for the purposes of clause (a)(1) of this Article Fifth, the term “other consideration to be received” shall mean Common Shares of the Company retained by its existing public shareholders in the event of a business combination with the other entity in which the Company is the surviving corporation.

(c) A majority of the continuing directors shall have the power and duty to determine for the purposes of this Article Fifth, on the basis of information known to them, whether (1) the other entity beneficially owns more than 30% of the outstanding shares of the Company entitled to vote in the election of Directors, (2) another entity is an “affiliate” or “associate” (as defined above) of another, or (3) another entity has an agreement, arrangement, or understanding with another.

(d) No amendment to the Articles of Incorporation of the Company shall amend; alter, change, or repeal any of the provisions of this Article Fifth unless the amendment effecting such amendment, alteration, change, or repeal receives the affirmative vote of the holders of 85% of all shares of the Company entitled to vote in the election of Directors, considered for the purposes of this Article Fifth as one class, except that this paragraph (d) shall not apply to, and the 85% vote shall not be required for, any amendment, alteration, change, or repeal recommended to the shareholders by the Board of Directors of the Company if the recommendation has been approved by at least a majority of all of the directors and by at least two-thirds of the continuing directors.

(e) Nothing contained in this Article Fifth shall be construed to relieve any other entity from any fiduciary obligation imposed by law.

SIXTH. Section 1701.831 of the Ohio Revised Code shall not apply to “control share acquisitions” of shares of the Company so long as Article Seventh hereof is in effect.

SEVENTH. The Control Share Acquisition provisions applicable to the shares of the Company, in lieu of those contained in Section 1701.831 of the Ohio Revised Code, are set forth in this Article Seventh.

(A) As used in this Article Seventh:

(1) (a) “Control Share Acquisition” means the acquisition, directly or indirectly, by any Person (as hereinafter defined) of shares of the Company (other than in accordance with the provisions of paragraph (1)(b) of this Section (A)) that, when added to all other shares of the Company in respect of which that person, directly or indirectly, may exercise or direct the exercise of voting power as provided herein, would entitle such Person, immediately after the acquisition, directly or indirectly, to exercise or direct the exercise of the voting power in the election of Directors of the Company of a number of

Page 10

the outstanding shares of the Company (as distinguished from the number of votes to which the holder of such shares is entitled) within any of the following ranges (each a “Range”):

(i) One-fifth or more but less than one-third of such outstanding shares,

(ii) One-third or more but less than a majority of such outstanding shares, and

(iii) A majority or more of such outstanding shares.

For the purposes of this definition, a bank, broker, nominee, trustee, or other person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this Article Seventh shall, however, be deemed to have voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others on the proposed Control Share Acquisition at the meeting of shareholders called under this Article Seventh.

(b) The acquisition of any shares of the Company does not constitute a Control Share Acquisition for the purposes of this Article Seventh if the acquisition is consummated:

(i) Prior to August 28, 1991;

(ii) Pursuant to a contract existing prior to August 28, 1991;

(iii) Under such circumstances that the acquisition does not result in the Person’s being entitled, immediately thereafter and for the first time, to exercise or direct the exercise of voting power in the election of Directors of a number of outstanding shares within the Range of one-fifth or more but less than one-third of such outstanding shares or within a Range higher than the Range applicable prior to the acquisition;

(iv) By bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including a gift that is made in good faith and not for the purpose of circumventing this Article Seventh;

(v) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this Article Seventh; or

(vi) Pursuant to a merger, consolidation, combination, or majority share acquisition adopted or authorized by shareholder vote in compliance with the provisions of Section 1701.78 or 1701.79 of the Ohio Revised Code if the Company is the surviving or new corporation in the merger or consolidation or is the acquiring corporation in a combination or majority share acquisition.

The acquisition by any Person of shares of the Company in a manner described under this paragraph (1)(b) of this Section (A) shall be deemed a Control Share Acquisition authorized pursuant to this Article Seventh within the Range applicable after the acquisition, provided, in the case of an acquisition in a manner described under clause (1)(b)(iv) or (v) of this Section (A), the transferor of shares to that Person had previously obtained any authorization of shareholders

Page 11

required under this Article Seventh or under Section 1701.831 of the Ohio Revised Code in connection with that transferor’s acquisition of shares of the Company.

(c) The acquisition of shares of the Company in good faith and not for the purpose of circumventing this Article Seventh from any Person whose Control Share Acquisition had previously been authorized by shareholders, or from any Person whose previous acquisition of shares would have constituted a Control Share Acquisition but for paragraph (1)(b) of this Section (A), does not constitute a Control Share Acquisition unless that acquisition entitles the acquiring Person, directly or indirectly, to exercise or direct the exercise of voting power in the election of Directors of the Company of a number of shares in excess of the Range authorized by the shareholders or defined to be authorized under paragraph (1)(b) of this Section (A).

(2) “Person” includes, without limitation, a natural person, a corporation (whether nonprofit or for profit), a partnership, a limited liability company, an unincorporated society or association, and two or more persons having a joint or common interest.

(3) “Acquiring Person” means any Person who has delivered an Acquiring Person Statement to the Company pursuant to Section (B) of this Article Seventh.

(4) “Acquiring Person Statement” means a written statement that complies with Section (B) of this Article Seventh.

(5) “Interested Shares” means the shares of the Company in respect of which any of the following persons may exercise or direct the exercise of the voting power of the Company in the election of Directors;

(a) An Acquiring Person;

(b) Any officer of the Company elected or appointed by the Directors, provided, however, that shares which, as of the record date of any special meeting held pursuant to this Article Seventh, have been owned beneficially by such person for four or more years shall not be deemed to be “Interested Shares” for purposes of any vote at such meeting;

(c) Any employee of the Company who is also a Director, provided, however, that shares which, as of the record date of any special meeting held pursuant to this Article Seventh, have been owned beneficially by such person for four or more years shall not be deemed to be “Interested Shares” for purposes of any vote at such meeting; and

(d) Any Person that acquires such shares for valuable consideration during the period beginning with the date of the first public disclosure of a proposed Control Share Acquisition of the Company or any proposed merger, consolidation, or other transaction that would result in a change in control of the Company or all or substantially all of its assets, and ending on the record date established by the directors pursuant to Section 1701.45 of the Ohio Revised Code and Section (D) of this Article Seventh, if either of the following applies:

Page 12

(i) The aggregate consideration paid or given by the Person who acquired the shares, and any other Persons acting in concert with the Person, for all such shares exceeds two hundred fifty thousand dollars;

(ii) The number of shares acquired by the Person who acquired the shares, and any other Persons acting’ in concert with the Person, exceeds one-half of one per cent of the outstanding shares of the Company entitled to vote in the election of Directors.

(e) Any Person that transfers such shares for valuable consideration after the record date described in paragraph 5(d) of this Section (D) as to shares so transferred, if accompanied by the voting power in the form of a blank proxy, an agreement to vote as instructed by the transferee, or otherwise.

(2) If any part of this division is held to be illegal or invalid in application, the illegality or invalidity does not affect any legal and valid application thereof or any other provision or application of this Article Seventh that can be given effect without the invalid or illegal provision, and the parts and applications of this Article Seventh are severable.

(B) Any Person who proposes to make a Control Share Acquisition, or seeks to exercise one-fifth or more of the voting power of the Company under paragraph (a) of Division II of Article Fourth hereof, shall deliver an Acquiring Person Statement to the Company’s principal executive offices. The Acquiring Person Statement shall set forth all of the following to the extent appropriate to the authorization such Person is seeking:

(1) The identity of the Acquiring Person;

(2) A statement that the Acquiring Person Statement is given pursuant to this Article Seventh;

(3) The number and class of shares of the Company owned, directly or indirectly, by the Acquiring Person and the date or dates when such shares were acquired;

(4) The Range under which the proposed Control Share Acquisition would; if consummated, fall;

(5) A description in reasonable detail of the terms of the proposed Control Share Acquisition; and

(6) Representations of the Acquiring Person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed Control Share Acquisition, if consummated, will not be contrary to law and that the Acquiring Person has the financial capacity to make the proposed Control Share Acquisition.

(C) Within ten days after receipt of an Acquiring Person Statement that complies with Section (B) of this Article Seventh, the Directors of the Company shall call a special meeting of shareholders of the Company for the purpose of voting on the proposed Control Share Acquisition. Unless the Acquiring Person agrees in writing to another date, the special meeting

Page 13

of shareholders shall be held within fifty days after receipt by the Company of the Acquiring Person Statement. If the Acquiring Person so requests in writing at the time of delivery of the Acquiring Person Statement, the special meeting shall be held no sooner than thirty days after receipt by the Company of the Acquiring Person Statement. The special meeting of shareholders shall not be held later than any other special meeting that is called, after receipt by the Company of the Acquiring Person Statement, in compliance with Section 1701.76, 1701.78, 1701.79 or 1701.83 of the Ohio Revised Code or this Article Seventh.

(D) Notice of the special meeting of shareholders shall be given, as promptly as reasonably practicable, to all shareholders of record, whether or not entitled to vote thereat, as of the record date fixed for the meeting. The notice shall include or be accompanied by the following:

(1) A copy of the Acquiring Person Statement delivered to the Company pursuant to this Article Seventh; and

(2) A statement by the Company, authorized by its Directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed Control Share Acquisition.

(E) The Acquiring Person may make the proposed Control Share Acquisition if both of the following occur:

(1) The shareholders of the Company who hold shares entitling them to vote in the election of Directors authorize the acquisition at the special meeting held for that purpose at which a quorum is present by an affirmative vote of a majority of the voting power of the Company in the election of Directors represented at such meeting in person or by proxy and a majority of the portion of such voting power excluding the voting power of Interested Shares represented at the meeting in person or by proxy. A quorum shall be deemed to be present at such meeting if at least a majority of the voting power of the Company in the election of Directors is represented at the meeting in person or by proxy.

(2) The acquisition is consummated, in accordance with the terms so authorized, not later than three hundred sixty days following shareholder authorization of the Control Share Acquisition.

(F) As provided in Section 1701.48 of the Ohio Revised Code, no proxy appointed by or in connection with a shareholder authorization of a Control Share Acquisition is valid if it (1) provides that it is irrevocable or (2) is sought, appointed, and received other than (a) in accordance with all applicable requirements of the laws of the State of Ohio and of the United States and (b) separate and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for sale of purchase, of shares of the Company.

(G) Shares acquired in violation of this Article Seventh shall be subject to restrictions on transfer of such shares and such other provisions as may be contained in the Regulations of the Company.

Page 14

EIGHTH. No holder of shares of the Company of any class, as such, shall have any pre-emptive right to purchase or subscribe for shares of the Company, of any class, or other securities of the Company, of any class, whether now or hereafter authorized.

NINTH. The Company, by action of its directors and without action by its shareholders, may purchase its own shares in accordance with the provisions of Chapter 1701 of the Ohio Revised Code. Such purchases may be made either in the open market or at public or private sale, in such manner and amounts of any one class or any combination of classes, from such holder or holders of outstanding shares of the Company, and at such prices as the directors shall from time to time determine without regard to differences among the classes in price and other terms under which shares may be purchased or in relative number of shares that may be available for purchase.

TENTH. These Amended Articles of Incorporation supersede the existing Amended Articles of Incorporation of the Company.

Page 15

Exhibit 10.1

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTS

THIS FOURTH AMENDMENT , dated as of October 23, 2008 (this “ Amendment ”) to those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its 6.77% Senior Notes due June 1, 2009 in the aggregate principal amount of $75,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 9.8 (Financial Covenant Standards).

Section 9.8 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 9.8 is hereby inserted in its place, to read as follows:

9.8 Financial Covenant Standards.

If at any time and from time to time on or after the Fourth Amendment Effective Date, any Primary Senior Debt shall contain (whether on the Fourth Amendment Effective Date or subsequent thereto as the result of an amendment or modification thereof) one or more Financial Covenants that are either not contained in this Agreement or are contained in this Agreement but are more favorable to the lender or lenders under such Primary Senior Debt than are the terms of this Agreement to the holders of the Notes, this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically (effective simultaneously with the effectiveness of such Primary Senior Debt or such modification) to include each such additional or more favorable Financial Covenant, unless the Required Holders provide written notice to the Company to the contrary within 30 days after having received written notice from the Company of the effectiveness of such additional or more favorable Financial Covenant (in which event such Financial Covenant shall be deemed not to

have been included in this Agreement at any time). No modification or amendment of any Primary Senior Debt that results in any Financial Covenant becoming less restrictive on the Company shall be effective as a modification, amendment or waiver under this Agreement. The Company further covenants promptly to execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders to reflect such additional or more favorable Financial Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such additional or more favorable Financial Covenant as provided for in this Section 9.8. The provisions of this Section 9.8 shall apply successively to each change in a Financial Covenant contained in any Primary Senior Debt.

“ Financial Covenant ” means any covenant or equivalent provision (including, without limitation, any default or event of default provision and definitions of defined terms used therein) requiring the Company:

(a) to maintain any level of financial performance (including, without limitation, a specified level of net worth, total assets, cash flow or net income),

(b) not to exceed any maximum level of indebtedness,

(c) to maintain any relationship of any component of its capital structure to any other component thereof (including, without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth), or

(d) to maintain any measure of its ability to service its indebtedness (including, without limitation, falling below any specified ratio of revenues, cash flow or net income to interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness).

1.2. Amendment to Section 10.3 (Consolidated Net Worth).

Section 10.3 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.3 is hereby inserted in its place, to read as follows:

10.3 Consolidated Net Worth.

The Company will not, at any time, permit Consolidated Net Worth to be less than (a) prior to the Folgers Acquisition Date, One Billion Dollars ($1,000,000,000) and (b) on and after the Folgers Acquisition Date, Three Billion Five Hundred Million Dollars ($3,500,000,000).

1.3. Amendment to Section 10.4.

Section 10.4 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.4 is hereby inserted in its place, to read as follows:

10.4 Leverage Ratio.

-2-

The Company will not permit, as of the end of each fiscal quarter, Consolidated Debt determined as of such date to exceed 55% of the sum of (a) Consolidated Debt and (b) Consolidated Net Worth, each determined as of such date.

1.4. Amendment to Section 10.5 (Incurrence of Current Debt).

Section 10.5 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.5 is hereby inserted in its place, to read as follows:

10.5 Intentionally Omitted.

1.5. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.7(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and such Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.6. Amendment to Section 10.7 (Liens)

Section 10.7(g) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.7(g) is hereby inserted in its place, to read as follows:

(g) other Liens not otherwise permitted by paragraphs (a) through (f) of this Section 10.7, so long as the Debt secured thereby can be

-3-

(i) incurred and remain outstanding in accordance with the requirements of Section 10.4, and

(ii) incurred and remain outstanding in accordance with the requirements of Section 10.6.

1.7. Amendment to Section 11 (Events of Default).

Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

(f) the Company or any Significant Subsidiary

(i) is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or Make-Whole Amount or interest on any Indebtedness (other than Indebtedness under this Agreement and the Notes) that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto (after giving effect to any consents or waivers in respect thereof); or

(ii) is in default in the performance of or compliance with any term of any evidence of any Indebtedness under the Bank Credit Agreement or the Folgers Bank Credit Agreement or any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled at such time to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment; or

(iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or such Significant Subsidiary has become obligated to purchase or repay Indebtedness under the Bank Credit Agreement or the Folgers Bank Credit Agreement or any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or

1.8. Deletion of Defined Terms.

The definitions of “Consolidated Current Debt”, “Consolidated Senior Funded Debt”, “Current Debt”, “Current Maturities of Funded Debt”, “2000 Note Agreement”, “2004 Note

-4-

Agreement”, and “2007 Note Agreement”, are each hereby deleted from Schedule B to the Existing Note Purchase Agreement.

1.9. Amendments to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definitions into such Schedule, in their proper alphabetical order, to read as follows:

“ Consolidated Debt ” means, as of any date of determination, the total of all Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

“ Consolidated Funded Debt ” means, as of any date of determination, the total of all Funded Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

“ Folgers Acquisition Date ” means the date on which The Folgers Coffee Company becomes a Subsidiary of the Company pursuant to that certain Transaction Agreement dated as of June 4, 2008 among The Proctor & Gamble Company, The Folgers Coffee Company, the Company and Moon Merger Sub, Inc.

“ Folgers Bank Credit Agreement ” means that certain Credit Agreement by and among The Folgers Coffee Company, Bank of Montreal as administrative agent, Bank of America, N.A. as syndication agent and the lenders party thereto to be entered into on or prior to the Folgers Acquisition Date, as such agreement may be amended or restated from time to time.

“ Foreign Subsidiary ” means any Subsidiary of the Company which is not organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Fourth Amendment ” means that certain Fourth Amendment to Note Purchase Agreement, dated as of the Fourth Amendment Effective Date, among the Company and each of the holders of Notes signatory thereto, amending certain provisions of this Agreement.

“ Fourth Amendment Effective Date ” means the date upon which the Fourth Amendment is executed and delivered by the Company and the holders of Notes and becomes effective pursuant to the terms thereof.

“ Primary Senior Debt ” means (a) the Bank Credit Agreement and (b) any other credit, loan or borrowing facility or note purchase agreement by the Company or any Subsidiary providing, in each case, for the incurrence of Senior Funded Debt in a principal amount equal to or greater than $120,000,000, in each case under clauses (a) and (b) as amended, restated, supplemented or otherwise modified and together with increases, refinancings and replacements thereof; provided that for purposes of compliance with Section 9.8 only, “Primary Senior Debt”

-5-

shall exclude the Folgers Bank Credit Agreement (but it shall include any refinancings, extensions or replacements of the Folgers Bank Credit Agreement).

2. NO OTHER MODIFICATIONS; CONFIRMATION.

All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreement, are and shall remain in full force and effect. As of the Effective Date (defined below), all references in the Notes to the “Note Purchase Agreements” shall be references to the Existing Note Purchase Agreement, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(a) all of the representations and warranties contained in Section 5 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date);

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(c) this Amendment and the Guaranty Agreement of Smucker LLC have been duly authorized, executed and delivered by the Company and Smucker LLC, respectively, and this Amendment and the Guaranty Agreement of Smucker LLC each constitute a legal, valid and binding obligation, contract and agreement of the Company and Smucker LLC, respectively, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(d) the Existing Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

-6-

or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (e);

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

(g) neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person; and

(h) neither the Company nor any Subsidiary is in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 of the United States of America.

4. EFFECTIVENESS.

The amendments set forth in this Amendment shall become effective only upon the date of the satisfaction in full of the following conditions precedent (which date shall be the “ Effective Date ”).

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

The representations and warranties of the Company made in Section 3 of this Amendment and of Smucker LLC in the Guaranty Agreement shall remain true and correct in all respects as of the Effective Date.

4.3. No Injunction, Etc.

No injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority.

4.4. Amendment to 2000 Note Purchase Agreements.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Fourth Amendment to Note Purchase Agreements, dated as of October 23, 2008, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of August 23, 2000, together with each of the

-7-

other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.5. Amendment to 2004 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Second Amendment to Note Purchase Agreement, dated as of October 23, 2008, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 27, 2004, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.6. Amendment to 2007 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain First Amendment to Note Purchase Agreement, dated as of October 23, 2008, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 31, 2007, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.7. 2008 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Note Purchase Agreement, dated as of October 23, 2008, by and among the Company and each of the Persons listed on Schedule A thereto, pursuant to which the Company has issued to such Persons its (a) 6.63% Senior Notes due November 1, 2018 in the aggregate principal amount of $376,000,000 and (b) its 6.12% Senior Notes due November 1, 2015 in the aggregate principal amount of $24,000,000, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.8. Amendment and Restatement of Intercreditor Agreement.

The Company shall have delivered to each Noteholder a fully-executed original of a Second Amended and Restated Intercreditor Agreement, dated as of October 23, 2008, by and among the Noteholders, the 2000 Noteholders, the 2004 Noteholders, the 2007 Noteholders, the 2008 Noteholders and the Agent (each as defined therein) and acknowledged and agreed to by the Company and Smucker LLC.

4.9. Payment of Special Counsel Fees.

The Company shall have paid on or before the Effective Date the reasonable fees, charges and disbursements of Bingham McCutchen LLP, the Noteholders’ special counsel, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Effective Date.

-8-

5. EXPENSES.

Whether or not this Amendment shall become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of the Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiations and delivery of this Amendment and any other documents related thereto. In addition, the Company will pay all such fees, expenses and costs set forth in any subsequent statement within 30 days of its receipt thereof. Nothing in this Section 5 shall limit the Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase Agreement.

6. MISCELLANEOUS.

6.1. This Amendment constitutes a contract between the Company and the Noteholders for the uses and purposes hereinabove set forth, and may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

6.2. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the promises and agreements contained in this Amendment by or on behalf of the Company and the Noteholders shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

6.4. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally left blank. Next page is signature page.]

-9-

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.


THE J. M. SMUCKER COMPANY
By:	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Vice President and Treasurer


Accepted and Agreed to:

HARTFORD LIFE INSURANCE COMPANY
By:		Hartford Investment Management Company
		Its Agent and Attorney-in-Fact


By:	/s/ Robert Mills
	Name:	Robert Mills
	Title:	Vice President


PHYSICIANS LIFE INSURANCE COMPANY
By:		Hartford Investment Management Company,
		Its Investment Manager


By:	/s/ Robert Mills
	Name:	Robert Mills
	Title:	Vice President


NATIONWIDE LIFE INSURANCE COMPANY
By:	/s/ Mary Beth Cadle
	Name:	Mary Beth Cadle
	Title:	Authorized Signatory


NATIONWIDE INDEMNITY COMPANY
By:	/s/ Mary Beth Cadle
	Name:	Mary Beth Cadle
	Title:	Authorized Signatory


AMCO INSURANCE COMPANY
By:	/s/ Mary Beth Cadle
	Name:	Mary Beth Cadle
	Title:	Authorized Signatory


NATIONWIDE INSURANCE COMPANY OF FLORIDA
By:	/s/ Mary Beth Cadle
	Name:	Mary Beth Cadle
	Title:	Authorized Signatory


PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

By:		Prudential Investment Management, Inc., as investment manager


By:	/s/ David Quackenbush
	Name:	David Quackenbush
	Title:	Vice President



MTL INSURANCE COMPANY
By:		Prudential Private Placement Investors, L.P. (as Investment Advisor)

By:		Prudential Private Placement Investors, Inc. (as its General Partner)



By:	/s/ David Quackenbush
	Name:	David Quackenbush
	Title:	Vice President


METLIFE INSURANCE COMPANY OF CONNECTICUT
By:	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director

EQUITRUST LIFE INSURANCE COMPANY
(formerly held by NATIONAL TRAVELERS LIFE COMPANY)
By: Advantus Capital Management, Inc.



By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

THE CATHOLIC AID ASSOCIATION
By: Advantus Capital Management, Inc.



By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

THE RELIABLE LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.



By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

GREAT WESTERN INSURANCE COMPANY
By: Advantus Capital Management, Inc.



By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

INDUSTRIAL ALLIANCE PACIFIC LIFE INSURANCE COMPANY
(formerly THE NORTH WEST LIFE ASSURANCE COMPANY OF CANADA)
By: Advantus Capital Management, Inc.



By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President


MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Pannier
	Name:	Douglas A. Pannier
	Title:	Portfolio Manager — Private Placements


NATIONAL GUARDIAN LIFE INSURANCE COMPANY
By:	/s/ R.A. Mucci
	Name:	R.A. Mucci
	Title:	Senior Vice President & Treasurer

PIONEER MUTUAL LIFE INSURANCE COMPANY
By: American United Life Insurance Company (authorized agent)



By:	/s/ Michael Bullock
	Name:	Michael Bullock
	Title:	V.P. Private Placements

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Fourth Amendment to Note Purchase Agreements, dated as of October 23, 2008 (the “ Fourth Amendment ”), amending those certain separate Note Purchase Agreements, each dated as of June 16, 1999 as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Fourth Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of October 23, 2008


	J.M. SMUCKER LLC
	By:
		Name:
		Title:

Exhibit 10.2

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTS

THIS FIFTH AMENDMENT , dated as of November 6, 2008 (this “ Amendment ”) to those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 and that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its 6.77% Senior Notes due June 1, 2009 in the aggregate principal amount of $75,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt (excluding (A) the Smucker LLC Debt and (B) the Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.2. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by amending and restating the definition of “Primary Senior Debt” to read as follows:

1.3. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

“ Smucker LLC Debt ” means the $200,000,000 in principal amount of 6.60% Senior Notes issued by Smucker LLC due November 13, 2009.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(e) the execution, delivery and performance by each of the Company and Smucker LLC of this Amendment, and the Guaranty Agreement of Smucker LLC, respectively, (i) have been duly authorized by all requisite corporate or limited liability company, as applicable, action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (e);

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

(g) neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office

of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person; and

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 2000 Note Purchase Agreements.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of August 23, 2000, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.5. Amendment to 2004 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Third Amendment to Note Purchase Agreement, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 27, 2004, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.6. Amendment to 2007 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Second Amendment to Note Purchase Agreement, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 31, 2007, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.7. Amendment to 2008 Note Purchase Agreement.

The Company shall have delivered to the Noteholders a fully executed copy of that certain First Amendment to Note Purchase Agreement, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of October 23, 2008, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.8. Guaranty of The Folgers Coffee Company.

The Folgers Coffee Company shall have executed and delivered to the Noteholders a guaranty agreement in the form attached as Exhibit A hereto.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.


		THE J. M. SMUCKER COMPANY

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya
		Title:		Vice President, CFO and Treasurer


Accepted and Agreed to:

HARTFORD LIFE INSURANCE COMPANY

By:	Hartford Investment Management Company
	Its Agent and Attorney-in-Fact

	By:	/s/ Matthew J. Poznar

	Name:	Matthew J. Poznar
	Title:	Senior Vice President


PHYSICIANS LIFE INSURANCE COMPANY

By:	Hartford Investment Management Company,
	Its Investment Manager

	By:	/s/ Matthew J. Poznar

	Name:	Matthew J. Poznar
	Title:	Senior Vice President


NATIONWIDE LIFE INSURANCE COMPANY

By:		/s/ Mary Beth Cadle

Name:		Mary Beth Cadle
Title:		Authorized Signatory


NATIONWIDE INDEMNITY COMPANY

By:		/s/ Mary Beth Cadle

Name:		Mary Beth Cadle
Title:		Authorized Signatory

AMCO INSURANCE COMPANY

By:		/s/ Mary Beth Cadle

Name:		Mary Beth Cadle
Title:		Authorized Signatory

NATIONWIDE INSURANCE COMPANY OF FLORIDA

By:		/s/ Mary Beth Cadle

Name:		Mary Beth Cadle
Title:		Authorized Signatory


PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

		By:	/s/ David S. Quackenbush

		Name:	David S. Quackenbush
		Title:	Vice President


MTL INSURANCE COMPANY

By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)

	By: Prudential Private Placement Investors, Inc.
	(as its General Partner)

	By:	/s/ David S. Quackenbush

	Name:	David S. Quackenbush
	Title:	Vice President


METLIFE INSURANCE COMPANY OF CONNECTICUT

By:		/s/ Judith A. Gulotta

Name:		Judith A. Gulotta
Title:		Managing Director


EQUITRUST LIFE INSURANCE COMPANY
(formerly held by NATIONAL TRAVELERS LIFE COMPANY)

By:	Advantus Capital Management, Inc.

		By:	/s/ James F. Geiger

		Name:	James F. Geiger
		Title:	Vice President

THE CATHOLIC AID ASSOCIATION

By:	Advantus Capital Management, Inc.

		By:	/s/ James F. Geiger

		Name:	James F. Geiger
		Title:	Vice President


THE RELIABLE LIFE INSURANCE COMPANY

By:	Advantus Capital Management, Inc.

	By:	/s/ James F. Geiger

	Name:	James F. Geiger
	Title:	Vice President

GREAT WESTERN INSURANCE COMPANY

By:	Advantus Capital Management, Inc.

	By:	/s/ James F. Geiger

	Name:	James F. Geiger
	Title:	Vice President

INDUSTRIAL ALLIANCE PACIFIC LIFE INSURANCE COMPANY
(formerly THE NORTH WEST LIFE ASSURANCE COMPANY OF CANADA)

By:	Advantus Capital Management, Inc.

	By:	/s/ James F. Geiger

	Name:	James F. Geiger
	Title:	Vice President


MODERN WOODMEN OF AMERICA

By:		/s/ Douglas A. Pannier

Name:		Douglas A. Pannier
Title:		Portfolio Manager — Private Placements

NATIONAL GUARDIAN LIFE INSURANCE COMPANY

By:		/s/ R.A. Mucci

Name:		R.A. Mucci
Title:		Vice President & Treasurer


PIONEER MUTUAL LIFE INSURANCE COMPANY

By:	American United Life Insurance Company (authorized agent)

	By:	/s/ Kent R. Adams

	Name:	Kent R. Adams
	Title:	V.P. Fixed Income Securities

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008 (the “ Fifth Amendment ”), amending those certain separate Note Purchase Agreements, each dated as of June 16, 1999, as amended by that certain First Amendment to Note Purchase Agreements dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 and that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Fifth Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of November 6, 2008


		J.M. SMUCKER LLC

		By:

		Name:
		Title:

Exhibit A
Form of The Folgers Coffee Company Guaranty Agreement

[omitted]

Exhibit 10.3

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTS

THIS FOURTH AMENDMENT , dated as of October 23, 2008 (this “ Amendment ”) to those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its (i) 7.70% Series A Senior Notes due September 1, 2005 in the aggregate principal amount of $17,000,000, (ii) 7.87% Series B Senior Notes due September 1, 2007 in the aggregate principal amount of $33,000,000, and (iii) 7.94% Series C Senior Notes due September 1, 2010 in the aggregate principal amount of $10,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 9.7 (Financial Covenant Standards).

Section 9.7 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 9.7 is hereby inserted in its place, to read as follows:

9.7 Financial Covenant Standards.

such modification) to include each such additional or more favorable Financial Covenant, unless the Required Holders provide written notice to the Company to the contrary within 30 days after having received written notice from the Company of the effectiveness of such additional or more favorable Financial Covenant (in which event such Financial Covenant shall be deemed not to have been included in this Agreement at any time). No modification or amendment of any Primary Senior Debt that results in any Financial Covenant becoming less restrictive on the Company shall be effective as a modification, amendment or waiver under this Agreement. The Company further covenants promptly to execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders to reflect such additional or more favorable Financial Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such additional or more favorable Financial Covenant as provided for in this Section 9.7. The provisions of this Section 9.7 shall apply successively to each change in a Financial Covenant contained in any Primary Senior Debt.

(a) to maintain any level of financial performance (including, without limitation, a specified level of net worth, total assets, cash flow or net income),

(b) not to exceed any maximum level of indebtedness,

1.2. Amendment to Section 10.3 (Consolidated Net Worth).

Section 10.3 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.3 is hereby inserted in its place, to read as follows:

10.3 Consolidated Net Worth.

1.3. Amendment to Section 10.4.

Section 10.4 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.4 is hereby inserted in its place, to read as follows:

10.4 Leverage Ratio.

1.4. Amendment to Section 10.5 (Incurrence of Current Debt).

Section 10.5 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.5 is hereby inserted in its place, to read as follows:

10.5 Intentionally Omitted.

1.5. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

1.6. Amendment to Section 10.7 (Liens)

Section 10.7(g) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.7(g) is hereby inserted in its place, to read as follows:

(g) other Liens not otherwise permitted by paragraphs (a) through (f) of this Section 10.7, so long as the Debt secured thereby can be

(i) incurred and remain outstanding in accordance with the requirements of Section 10.4, and

(ii) incurred and remain outstanding in accordance with the requirements of Section 10.6.

1.7. Amendment to Section 11 (Events of Default).

Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

(f) the Company or any Significant Subsidiary

scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or

1.8. Deletion of Defined Terms.

The definitions of “Consolidated Current Debt”, “Consolidated Senior Funded Debt”, “Current Debt”, “Current Maturities of Funded Debt”, “1999 Note Agreement”, “2004 Note Agreement”, and “2007 Note Agreement”, are each hereby deleted from Schedule B to the Existing Note Purchase Agreement.

1.9. Amendments to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definitions into such Schedule, in their proper alphabetical order, to read as follows:

“ Foreign Subsidiary ” means any Subsidiary of the Company which is not organized under the laws of the United States of America, any State thereof or the District of Columbia.

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(d) the Existing Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the

Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

4.5. Amendment to 2004 Note Purchase Agreement.

4.6. Amendment to 2007 Note Purchase Agreement.

4.7. 2008 Note Purchase Agreement.

4.8. Amendment and Restatement of Intercreditor Agreement.

The Company shall have delivered to each Noteholder a fully-executed original of a Second Amended and Restated Intercreditor Agreement, dated as of October 23, 2008, by and

among the Noteholders, the 1999 Noteholders, the 2004 Noteholders, the 2007 Noteholders, the 2008 Noteholders and the Agent (each as defined therein) and acknowledged and agreed to by the Company and Smucker LLC.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.


THE J. M. SMUCKER COMPANY
By:	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Vice President and Treasurer

Accepted and Agreed to :


METLIFE INSURANCE COMPANY OF CONNECTICUT
By:	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director

MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Pannier
	Name:	Douglas A. Pannier
	Title:	Portfolio Manager — Private Placements

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Fourth Amendment to Note Purchase Agreements, dated as of October 23, 2008 (the “ Fourth Amendment ”), amending those certain separate Note Purchase Agreements, each dated as of August 23, 2000 as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Fourth Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of October 23, 2008


	J.M. SMUCKER LLC
	By:
		Name:
		Title:

Exhibit 10.4

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTS

THIS FIFTH AMENDMENT , dated as of November 6, 2008 (this “ Amendment ”) to those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 and that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its (i) 7.70% Series A Senior Notes due September 1, 2005 in the aggregate principal amount of $17,000,000; (ii) 7.87% Series B Senior Notes due September 1, 2007 in the aggregate principal amount of $33,000,000; and (iii) 7.94% Series C Senior Notes due September 1, 2010 in the aggregate principal amount of $10,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

Notes are equally and ratably secured by all property subject to such Lien and (y) (i) no Subsidiary shall guaranty or otherwise be or become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt (excluding (A) the Smucker LLC Debt and (B) the Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.2. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by amending and restating the definition of “Primary Senior Debt” to read as follows:

1.3. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

“ Smucker LLC Debt ” means the $200,000,000 in principal amount of 6.60% Senior Notes issued by Smucker LLC due November 13, 2009.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of June 16, 1999, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.5. Amendment to 2004 Note Purchase Agreement.

agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.6. Amendment to 2007 Note Purchase Agreement.

4.7. Amendment to 2008 Note Purchase Agreement.

4.8. Guaranty of The Folgers Coffee Company.

The Folgers Coffee Company shall have executed and delivered to the Noteholders a guaranty agreement in the form attached as Exhibit A hereto.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.

Accepted and Agreed to :

METLIFE INSURANCE COMPANY OF CONNECTICUT


By: Name:		/s/ Judith A. Gulotta Judith A. Gulotta
Title:		Managing Director

MODERN WOODMEN OF AMERICA

By: Name:		/s/ Douglas A. Pannier Douglas A. Pannier
Title:		Portfolio Manager — Private Placements

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008 (the “ Fifth Amendment ”), amending those certain separate Note Purchase Agreements, each dated as of August 23, 2000, as amended by that certain First Amendment to Note Purchase Agreements dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 and that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Fifth Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of November 6, 2008

Exhibit A
Form of The Folgers Coffee Company Guaranty Agreement

[omitted]

Exhibit 10.5

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS SECOND AMENDMENT , dated as of October 23, 2008 (this “ Amendment ”) to that certain Note Purchase Agreement, dated as of May 27, 2004 (as amended by that certain First Amendment to Note Purchase Agreement, dated as of May 31, 2007, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its 4.78% Senior Notes due June 1, 2014 in the aggregate principal amount of $100,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 9.7 (Financial Covenant Standards).

Section 9.7 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 9.7 is hereby inserted in its place, to read as follows:

9.7 Financial Covenant Standards.

If at any time and from time to time on or after the Second Amendment Effective Date, any Primary Senior Debt shall contain (whether on the Second Amendment Effective Date or subsequent thereto as the result of an amendment or modification thereof) one or more Financial Covenants that are either not contained in this Agreement or are contained in this Agreement but are more favorable to the lender or lenders under such Primary Senior Debt than are the terms of this Agreement to the holders of the Notes, this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically (effective simultaneously with the effectiveness of such Primary Senior Debt or such modification) to include each such additional or more favorable Financial Covenant, unless the Required Holders provide written notice to the Company to the contrary within 30 days after having received written notice from the Company of the effectiveness of such additional or more favorable Financial Covenant (in which event such Financial Covenant shall be deemed not to

have been included in this Agreement at any time). No modification or amendment of any Primary Senior Debt that results in any Financial Covenant becoming less restrictive on the Company shall be effective as a modification, amendment or waiver under this Agreement. The Company further covenants promptly to execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders to reflect such additional or more favorable Financial Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such additional or more favorable Financial Covenant as provided for in this Section 9.7. The provisions of this Section 9.7 shall apply successively to each change in a Financial Covenant contained in any Primary Senior Debt.

(a) to maintain any level of financial performance (including, without limitation, a specified level of net worth, total assets, cash flow or net income),

(b) not to exceed any maximum level of indebtedness,

1.2. Amendment to Section 10.3 (Consolidated Net Worth).

Section 10.3 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.3 is hereby inserted in its place, to read as follows:

10.3 Consolidated Net Worth.

1.3. Amendment to Section 10.4.

Section 10.4 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.4 is hereby inserted in its place, to read as follows:

10.4 Leverage Ratio.

1.4. Amendment to Section 10.5 (Incurrence of Current Debt).

Section 10.5 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.5 is hereby inserted in its place, to read as follows:

10.5 Intentionally Omitted.

1.5. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

1.6. Amendment to Section 10.7 (Liens)

Section 10.7(g) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.7(g) is hereby inserted in its place, to read as follows:

(g) other Liens not otherwise permitted by paragraphs (a) through (f) of this Section 10.7, so long as the Debt secured thereby can be

(i) incurred and remain outstanding in accordance with the requirements of Section 10.4, and

(ii) incurred and remain outstanding in accordance with the requirements of Section 10.6.

1.7. Amendment to Section 11 (Events of Default).

Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

(f) the Company or any Significant Subsidiary

1.8. Deletion of Defined Terms.

The definitions of “Consolidated Current Debt”, “Consolidated Senior Funded Debt”, “Current Debt”, “Current Maturities of Funded Debt”, and “2007 Note Agreement”, are each hereby deleted from Schedule B to the Existing Note Purchase Agreement.

1.9. Amendments to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definitions into such Schedule, in their proper alphabetical order, to read as follows:

“ Foreign Subsidiary ” means any Subsidiary of the Company which is not organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Second Amendment ” means that certain Second Amendment to Note Purchase Agreement, dated as of the Second Amendment Effective Date, among the Company and each of the holders of Notes signatory thereto, amending certain provisions of this Agreement.

“ Second Amendment Effective Date ” means the date upon which the Second Amendment is executed and delivered by the Company and the holders of Notes and becomes effective pursuant to the terms thereof.

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

4.5. Amendment to 2000 Note Purchase Agreements.

4.6. Amendment to 2007 Note Purchase Agreement.

4.7. 2008 Note Purchase Agreement.

4.8. Amendment and Restatement of Intercreditor Agreement.

The Company shall have delivered to each Noteholder a fully-executed original of a Second Amended and Restated Intercreditor Agreement, dated as of October 23, 2008, by and

among the Noteholders, the 1999 Noteholders, the 2000 Noteholders, the 2007 Noteholders, the 2008 Noteholders and the Agent (each as defined therein) and acknowledged and agreed to by the Company and Smucker LLC.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.


THE J. M. SMUCKER COMPANY
By:	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Vice President and Treasurer

Accepted and Agreed to :


METROPOLITAN LIFE INSURANCE COMPANY
By:	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director

METLIFE INSURANCE COMPANY OF CONNECTICUT
By:	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director

PRIMERICA LIFE INSURANCE COMPANY
By:	Conning Asset Management Company,
	its Investment Manager

By:	/s/ John H. DeMallie
	Name:	John H. DeMallie
	Title:	Director


NATIONAL BENEFIT LIFE INSURANCE COMPANY
By:	Conning Asset Management Company,
	its Investment Manager

By:	/s/ John H. DeMallie
	Name:	John H. DeMallie
	Title:	Director

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ David Quackenbush
	Name:	David Quackenbush
	Title:	Vice President

GENWORTH LIFE INSURANCE COMPANY
By:	/s/ Annette M. Teders
	Name:	Annette M. Teders
	Title:	Investment Officer

TRUSTMARK INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

AMERICAN FIDELITY ASSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President


THE LAFAYETTE LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

INDUSTRIAL-ALLIANCE PACIFIC LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

EASTERN LIFE AND HEALTH INSURANCE COMPANY (formerly EDUCATORS MUTUAL LIFE INSURANCE COMPANY)
By:	Advantus Capital Management, Inc.

By:	/s/ Merlin Erickson
	Name:	Merlin Erickson
	Title:	Vice President

GREAT WESTERN INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Theodore R. Hoxmeier
	Name:	Theodore R. Hoxmeier
	Title:	Vice President

MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Pannier
	Name:	Douglas A. Pannier
	Title:	Portfolio Manager — Private Placements

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Second Amendment to Note Purchase Agreement, dated as of October 23, 2008 (the “ Second Amendment ”), amending that certain Note Purchase Agreement, dated as of May 27, 2004 as amended by that certain First Amendment to Note Purchase Agreement, dated as of May 31, 2007 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Second Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of October 23, 2008


	J.M. SMUCKER LLC
	By:
		Name:
		Title:

Exhibit 10.6

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS THIRD AMENDMENT , dated as of November 6, 2008 (this “ Amendment ”) to that certain Note Purchase Agreement, dated as of May 27, 2004 (as amended by that certain First Amendment to Note Purchase Agreement dated as of May 31, 2007 and that certain Second Amendment to Note Purchase Agreement dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its 4.78% Senior Notes due June 1, 2014 in the aggregate principal amount of $100,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.2. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by amending and restating the definition of “Primary Senior Debt” to read as follows:

1.3. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

“ Smucker LLC Debt ” means the $200,000,000 in principal amount of 6.60% Senior Notes issued by Smucker LLC due November 13, 2009.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

(g) neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office

of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person; and

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of June 16, 1999, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.5. Amendment to 2000 Note Purchase Agreements.

other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.6. Amendment to 2007 Note Purchase Agreement.

4.7. Amendment to 2008 Note Purchase Agreement.

4.8. Guaranty of The Folgers Coffee Company.

The Folgers Coffee Company shall have executed and delivered to the Noteholders a guaranty agreement in the form attached as Exhibit A hereto.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.


Accepted and Agreed to :

METROPOLITAN LIFE INSURANCE COMPANY

By: Name:		/s/ Judith A. Gulotta Judith A. Gulotta
Title:		Managing Director

METLIFE INSURANCE COMPANY OF CONNECTICUT

By: Name:		/s/ Judith A. Gulotta Judith A. Gulotta
Title:		Managing Director

PRIMERICA LIFE INSURANCE COMPANY
By:		Conning Asset Management Company,
		its Investment Manager


NATIONAL BENEFIT LIFE INSURANCE COMPANY
By:		Conning Asset Management Company,
		its Investment Manager


		By: Name:		/s/ John H. DeMallie John H. DeMallie
		Title:		Director


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: Name:		/s/ David S. Quackenbush David S. Quackenbush
Title:		Vice President

GENWORTH LIFE INSURANCE COMPANY

By: Name:		/s/ Annette M. Teders Annette M. Teders
Title:		Investment Officer

TRUSTMARK INSURANCE COMPANY
By:		Advantus Capital Management, Inc.


		By: Name:		/s/ E.A. Bergsland E.A. Bergsland
		Title:		Vice President


AMERICAN FIDELITY ASSURANCE COMPANY
By:		Advantus Capital Management, Inc.


		By: Name:		/s/ E.A. Bergsland E.A. Bergsland
		Title:		Vice President


THE LAFAYETTE LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ E.A. Bergsland E.A. Bergsland
	Title:	Vice President

INDUSTRIAL-ALLIANCE PACIFIC LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ E.A. Bergsland E.A. Bergsland
	Title:	Vice President

EASTERN LIFE AND HEALTH INSURANCE COMPANY
(formerly EDUCATORS MUTUAL LIFE INSURANCE COMPANY)
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ E.A. Bergsland E.A. Bergsland
	Title:	Vice President

GREAT WESTERN INSURANCE COMPANY
	By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Robert W. Thompson Robert W. Thompson
	Title:	Vice President

MODERN WOODMEN OF AMERICA

By:	/s/ Douglas A. Pannier

Name:	Douglas A. Pannier
Title:	Portfolio Manager — Private Placements

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Third Amendment to Note Purchase Agreement, dated as of November 6, 2008 (the “ Third Amendment ”), amending that certain Note Purchase Agreement, dated as of May 27, 2004, as amended by that certain First Amendment to Note Purchase Agreement, dated as of May 31, 2007 and that certain Second Amendment to Note Purchase Agreement, dated as of October 23, 2008 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Third Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of November 6, 2008

Exhibit A
Form of The Folgers Coffee Company Guaranty Agreement

[omitted]

Exhibit 10.7

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT , dated as of October 23, 2008 (this “ Amendment ”) to that certain Note Purchase Agreement, dated as of May 31, 2007 (the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its 5.55% Senior Notes due April 1, 2022 in the aggregate principal amount of $400,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 9.7 (Financial Covenant Standards).

Section 9.7 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 9.7 is hereby inserted in its place, to read as follows:

9.7 Financial Covenant Standards.

If at any time and from time to time on or after the First Amendment Effective Date, any Primary Senior Debt shall contain (whether on the First Amendment Effective Date or subsequent thereto as the result of an amendment or modification thereof) one or more Financial Covenants that are either not contained in this Agreement or are contained in this Agreement but are more favorable to the lender or lenders under such Primary Senior Debt than are the terms of this Agreement to the holders of the Notes, this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically (effective simultaneously with the effectiveness of such Primary Senior Debt or such modification) to include each such additional or more favorable Financial Covenant, unless the Required Holders provide written notice to the Company to the contrary within 30 days after having received written notice from the Company of the effectiveness of such additional or more favorable Financial Covenant (in which event such Financial Covenant shall be deemed not to have been included in this Agreement at any time). No modification or amendment of any Primary Senior Debt that results in any Financial Covenant becoming less restrictive on the

Company shall be effective as a modification, amendment or waiver under this Agreement. The Company further covenants promptly to execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders to reflect such additional or more favorable Financial Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such additional or more favorable Financial Covenant as provided for in this Section 9.7. The provisions of this Section 9.7 shall apply successively to each change in a Financial Covenant contained in any Primary Senior Debt.

(a) to maintain any level of financial performance (including, without limitation, a specified level of net worth, total assets, cash flow or net income),

(b) not to exceed any maximum level of indebtedness,

1.2. Amendment to Section 10.3 (Consolidated Net Worth).

Section 10.3 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.3 is hereby inserted in its place, to read as follows:

10.3 Consolidated Net Worth.

1.3. Amendment to Section 10.4.

Section 10.4 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.4 is hereby inserted in its place, to read as follows:

10.4 Leverage Ratio.

1.4. Amendment to Section 10.5 (Incurrence of Current Debt).

Section 10.5 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.5 is hereby inserted in its place, to read as follows:

10.5 Intentionally Omitted.

1.5. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

1.6. Amendment to Section 10.7 (Liens)

Section 10.7(g) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.7(g) is hereby inserted in its place, to read as follows:

(g) other Liens not otherwise permitted by paragraphs (a) through (f) of this Section 10.7, so long as the Debt secured thereby can be

(i) incurred and remain outstanding in accordance with the requirements of Section 10.4, and

(ii) incurred and remain outstanding in accordance with the requirements of Section 10.6.

1.7. Amendment to Section 11 (Events of Default).

Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

(f) the Company or any Significant Subsidiary

1.8. Deletion of Defined Terms.

The definitions of “Consolidated Current Debt”, “Consolidated Senior Funded Debt”, “Current Debt” and “Current Maturities of Funded Debt”, are each hereby deleted from Schedule B to the Existing Note Purchase Agreement.

1.9. Amendments to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definitions into such Schedule, in their proper alphabetical order, to read as follows:

“ First Amendment ” means that certain First Amendment to Note Purchase Agreement, dated as of the First Amendment Effective Date, among the Company and each of the holders of Notes signatory thereto, amending certain provisions of this Agreement.

“ First Amendment Effective Date ” means the date upon which the First Amendment is executed and delivered by the Company and the holders of Notes and becomes effective pursuant to the terms thereof.

“ Foreign Subsidiary ” means any Subsidiary of the Company which is not organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Primary Senior Debt ” means (a) the Bank Credit Agreement and (b) any other credit, loan or borrowing facility or note purchase agreement by the Company or any Subsidiary

providing, in each case, for the incurrence of Senior Funded Debt in a principal amount equal to or greater than $120,000,000, in each case under clauses (a) and (b) as amended, restated, supplemented or otherwise modified and together with increases, refinancings and replacements thereof; provided that for purposes of compliance with Section 9.7 only, “Primary Senior Debt” shall exclude the Folgers Bank Credit Agreement (but it shall include any refinancings, extensions or replacements of the Folgers Bank Credit Agreement).

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(e) the execution, delivery and performance by each of the Company and Smucker LLC of this Amendment, and the Guaranty Agreement of Smucker LLC,

respectively, (i) have been duly authorized by all requisite corporate or limited liability company, as applicable, action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (e);

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

4.5. Amendment to 2000 Note Purchase Agreements.

4.6. Amendment to 2004 Note Purchase Agreement.

4.7. 2008 Note Purchase Agreement.

4.8. Amendment and Restatement of Intercreditor Agreement.

The Company shall have delivered to each Noteholder a fully-executed original of a Second Amended and Restated Intercreditor Agreement, dated as of October 23, 2008, by and among the Noteholders, the 1999 Noteholders, the 2000 Noteholders, the 2004 Noteholders, the 2008 Noteholders and the Agent (each as defined therein) and acknowledged and agreed to by the Company and Smucker LLC.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.


THE J. M. SMUCKER COMPANY
By:	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Vice President and Treasurer

Accepted and Agreed to :


METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY OF CONNECTICUT
By:	Metropolitan Life Insurance Company,
	its Investment Manager

By:	/s/ Judy A. Gulotta
	Name:	Judy A. Gulotta
	Title:	Managing Director (executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to MetLife Insurance Company of Connecticut as a Purchaser)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ David Quackenbush
	Name:	David Quackenbush
	Title:	Vice President

PRUCO LIFE INSURANCE COMPANY
By:	/s/ David Quackenbush
	Name:	David Quackenbush
	Title:	Vice President


STATE FARM LIFE INSURANCE COMPANY
By:	/s/ Julie Hoyer
	Name:	Julie Hoyer
	Title:	Senior Investment Officer

By:	/s/ David Quackenbush
	Name:	Jeffrey T. Attwood
	Title:	Investment Officer

STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
By:	/s/ Julie Hoyer
	Name:	Julie Hoyer
	Title:	Senior Investment Officer

By:	/s/ David Quackenbush
	Name:	Jeffrey T. Attwood
	Title:	Investment Officer

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser

By:	/s/ Mark B. Ackerman
	Name:	Mark B. Ackerman
	Title:	Managing Director

C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Sub-Adviser

By:	/s/ Mark B. Ackerman
	Name:	Mark B. Ackerman
	Title:	Managing Director


NEW YORK LIFE INSURANCE COMPANY
By:	/s/ Trinh Nguyen
	Name:	Trinh Nguyen
	Title:	Corporate Vice President

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	New York Life Investment Management LLC,
	its Investment Manager

By:	/s/ Trinh Nguyen
	Name:	Trinh Nguyen
	Title:	Director


AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY
By:	AIG Global Investment Corp., investment adviser

By:	/s/ Peter DeFazio
	Name:	Peter DeFazio
	Title:	Managing Director

MONY LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer

AXA EQUITABLE LIFE INSURANCE COMPANY
By:	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer

HORIZON BLUE CROSS BLUE SHIELD OF NEW JERSEY
By:	AllianceBernstein LP, Its Investment Advisor

By:	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Senior Vice President

HARTFORD FIRE INSURANCE COMPANY
By:	Hartford Investment Management Company Its Agent and Attorney-in-Fact

By:	/s/ Robert Mills
	Name:	Robert Mills
	Title:	Vice President


PHYSICIANS LIFE INSURANCE COMPANY
By:	Hartford Investment Management Company Its Investment Manager

By:	/s/ Robert Mills
	Name:	Robert Mills
	Title:	Vice President

NATIONWIDE LIFE INSURANCE COMPANY
By:	/s/ Mary Beth Cadle
	Name:	Mary Beth Cadle
	Title:	Authorized Signatory

BANKERS LIFE AND CASUALTY COMPANY CONSECO LIFE INSURANCE COMPANY CONSECO SENIOR HEALTH INSURANCE COMPANY CONSECO HEALTH INSURANCE COMPANY
By:	40\|86 Advisors, Inc. acting as Investment Advisor

By:	/s/ Timothy L. Powell
	Name:	Timothy L. Powell
	Title:	Vice President

MINNESOTA LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President


AMERICAN REPUBLIC INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President

BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
By:	Advantus Capital Management, Inc.

By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President

FORT DEARBORN LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President

COLORADO BANKERS LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

By:	/s/ Thomas B. Houghton
	Name:	Thomas B. Houghton
	Title:	Vice President

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By:	Allianz of America, Inc. as the authorized signatory and investment manager

By:	/s/ Gary Brown
	Name:	Gary Brown
	Title:	Assistant Treasurer


COUNTRY LIFE INSURANCE COMPANY
By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income

AMERICAN UNITED LIFE INSURANCE COMPANY
By:	/s/ Michael Bullock
	Name:	Michael Bullock
	Title:	V.P. Private Placements

THE STATE LIFE INSURANCE COMPANY
By:	American United Life Insurance Company, its Agent

By:	/s/ Michael Bullock
	Name:	Michael Bullock
	Title:	V.P. Private Placements

STATE OF WISCONSIN INVESTMENT BOARD
By:	/s/ Christopher P. Prestigiacomo
	Name:	Christopher P. Prestigiacomo
	Title:	Portfolio Manager

NATIONAL LIFE INSURANCE COMPANY
By:	/s/ R. Scott Higgins
	Name:	R. Scott Higgins
	Title:	Senior Vice President, Sentinel Asset Management


THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

AMERITAS LIFE INSURANCE CORP.
By:	Summit Investment Advisors, Inc., as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

ACACIA LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent

By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

TRAVELERS CASUALTY AND SURETY COMPANY
By:	/s/ David D. Rowland
	Name:	David D. Rowland
	Title:	Sr. Vice President

MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Pannier
	Name:	Douglas A. Pannier
	Title:	Portfolio Manager — Private Placements


NATIONAL GUARDIAN LIFE INSURANCE COMPANY
By:	/s/ R.A. Mucci
	Name:	R.A. Mucci
	Title:	Senior Vice President & Treasurer

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the First Amendment to Note Purchase Agreement, dated as of October 23, 2008 (the “ First Amendment ”), amending that certain Note Purchase Agreement, dated as of May 31, 2007 (the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the First Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of October 23, 2008


	J.M. SMUCKER LLC
	By:
		Name:
		Title:

Exhibit 10.8

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS SECOND AMENDMENT , dated as of November 6, 2008 (this “ Amendment ”) to that certain Note Purchase Agreement, dated as of May 31, 2007 (as amended by that certain First Amendment to Note Purchase Agreement dated as of October 23, 2008, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its 5.55% Senior Notes due April 1, 2022 in the aggregate principal amount of $400,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 10.6 (Priority Debt).

Section 10.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.6 is hereby inserted in its place, to read as follows:

10.6 Priority Debt.

or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.6 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.2. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by amending and restating the definition of “Primary Senior Debt” to read as follows:

1.3. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

“ Smucker LLC Debt ” means the $200,000,000 in principal amount of 6.60% Senior Notes issued by Smucker LLC due November 13, 2009.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

(g) neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office

of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person; and

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of June 16, 1999, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.5. Amendment to 2000 Note Purchase Agreements.

other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.6. Amendment to 2004 Note Purchase Agreement.

4.7. Amendment to 2008 Note Purchase Agreement.

4.8. Guaranty of The Folgers Coffee Company.

The Folgers Coffee Company shall have executed and delivered to the Noteholders a guaranty agreement in the form attached as Exhibit A hereto.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]

IN WITNESS WHEREOF , the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.

Accepted and Agreed to :


METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT
By:		Metropolitan Life Insurance Company,
		its Investment Manager

By: Name:		/s/ Judy A. Gulotta Judy A. Gulotta
Title:		Managing Director
(executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to MetLife Insurance Company of Connecticut as a Purchaser)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: Name:		/s/ David Quackenbush David Quackenbush
Title:		Vice President

PRUCO LIFE INSURANCE COMPANY

By: Name:		/s/ David Quackenbush David Quackenbush
Title:		Vice President


STATE FARM LIFE INSURANCE COMPANY

By: Name:		/s/ Julie Hoyer Julie Hoyer
Title:		Senior Investment Officer

By: Name: Title:		/s/ Jeffrey T. Attwood Jeffrey T. Attwood Investment Officer

STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY

By: Name:		/s/ Julie Hoyer Julie Hoyer
Title:		Senior Investment Officer

By: Name:		/s/ Jeffrey T. Attwood Jeffrey T. Attwood
Title:		Investment Officer


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser

	By: Name:	/s/ Elisabeth A. Perenick Elisabeth A. Perenick
	Title:	Managing Director

C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Sub-Adviser

	By: Name:	/s/ Elisabeth A. Perenick Elisabeth A. Perenick
	Title:	Managing Director


NEW YORK LIFE INSURANCE COMPANY

By: Name:		/s/ Trinh Nguyen Trinh Nguyen
Title:		Corporate Vice President


NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	New York Life Investment Management LLC,
	its Investment Manager

	By: Name:	/s/ Trinh Nguyen Trinh Nguyen
	Title:	Director


AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY

By:	AIG Global Investment Corp., investment adviser

	By: Name:	/s/ Peter DeFazio Peter DeFazio
	Title:	Managing Director


MONY LIFE INSURANCE COMPANY OF AMERICA

By: Name:		/s/ Amy Judd Amy Judd
Title:		Investment Officer

AXA EQUITABLE LIFE INSURANCE COMPANY

By: Name:		/s/ Amy Judd Amy Judd
Title:		Investment Officer


HARTFORD FIRE INSURANCE COMPANY
By:	Hartford Investment Management Company
	Its Agent and Attorney-in-Fact

	By: Name:	/s/ Matthew J. Poznar Matthew J. Poznar
	Title:	Senior Vice President

PHYSICIANS LIFE INSURANCE COMPANY
By:	Hartford Investment Management Company
	Its Investment Manager

	By: Name:	/s/ Matthew J. Poznar Matthew J. Poznar
	Title:	Senior Vice President


NATIONWIDE LIFE INSURANCE COMPANY

By: Name:		/s/ Mary Beth Cadle Mary Beth Cadle
Title:		Authorized Signatory


BANKERS LIFE AND CASUALTY COMPANY
CONSECO LIFE INSURANCE COMPANY
CONSECO SENIOR HEALTH INSURANCE COMPANY
CONSECO HEALTH INSURANCE COMPANY

By:	40\|86 Advisors, Inc. acting as Investment Advisor

	By: Name:	/s/ Timothy L. Powell Timothy L. Powell
	Title:	Vice President


MINNESOTA LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ John Leiviska John Leiviska
	Title:	Vice President

AMERICAN REPUBLIC INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ John Leiviska John Leiviska
	Title:	Vice President

BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ John Leiviska John Leiviska
	Title:	Vice President

FORT DEARBORN LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ John Leiviska John Leiviska
	Title:	Vice President

COLORADO BANKERS LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ John Leiviska John Leiviska
	Title:	Vice President


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By:	Allianz of America, Inc. as the authorized
	signatory and investment manager

	By: Name:	/s/ Gary Brown Gary Brown
	Title:	Assistant Treasurer


COUNTRY LIFE INSURANCE COMPANY

By: Name:		/s/ John Jacobs John Jacobs
Title:		Director — Fixed Income

AMERICAN UNITED LIFE INSURANCE COMPANY

By: Name:		/s/ Kent R. Adams Kent R. Adams
Title:		V.P. Fixed Income Securities


STATE OF WISCONSIN INVESTMENT BOARD

By: Name:		/s/ Christopher P. Prestigiacomo Christopher P. Prestigiacomo
Title:		Portfolio Manager


NATIONAL LIFE INSURANCE COMPANY

By: Name:		/s/ R. Scott Higgins R. Scott Higgins
Title:		Senior Vice President, Sentinel Asset Management


THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent

	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements

AMERITAS LIFE INSURANCE CORP.
By:	Summit Investment Advisors, Inc., as Agent

	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements

ACACIA LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent

	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements


TRAVELERS CASUALTY AND SURETY COMPANY

By: Name:		/s/ David D. Rowland David D. Rowland
Title:		SVP, Director Fixed Income Investments


MODERN WOODMEN OF AMERICA

By: Name:		/s/ Douglas A. Pannier Douglas A. Pannier
Title:		Portfolio Manager — Private Placements

NATIONAL GUARDIAN LIFE INSURANCE COMPANY

By: Name:		/s/ R.A. Mucci R.A. Mucci
Title:		Senior Vice President & Treasurer

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the Second Amendment to Note Purchase Agreement, dated as of November 6, 2008 (the “ Second Amendment ”), amending that certain Note Purchase Agreement, dated as of May 31, 2007, as amended by that certain First Amendment to Note Purchase Agreement, dated as of October 23, 2008 (as amended, the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Second Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of November 6, 2008

Exhibit A
Form of The Folgers Coffee Company Guaranty Agreement

[omitted]

Exhibit 10.9

THE J. M. SMUCKER COMPANY

NOTE PURCHASE AGREEMENT

Dated as of October 23, 2008

$376,000,000 6.63% Senior Notes Due November 1, 2018
$24,000,000 6.12% Senior Notes Due November 1, 2015

THE HOLDERS OF THE NOTES ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REQUESTED, AS A COURTESY, BUT SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT, TO PROVIDE THE COMPANY WITH NOTICE OF THEIR DISCLOSURE OF “ CONFIDENTIAL INFORMATION” (AS DEFINED IN THIS AGREEMENT) IN RESPONSE TO ANY SUBPOENA OR OTHER LEGAL PROCESS OR IN CONNECTION WITH CERTAIN REGULATORY DISCLOSURES.


1.	AUTHORIZATION OF NOTES		1

	1.1.	Notes	1
	1.2.	Certain Defined Terms	1

2.	SALE AND PURCHASE OF NOTES		1

3.	CLOSING		2

4.	CONDITIONS TO CLOSING		2

	4.1.	Representations and Warranties	2
	4.2.	Performance; No Default	2
	4.3.	Compliance Certificates	2
	4.4.	Opinions of Counsel	3
	4.5.	Purchase Permitted By Applicable Law, etc.	3
	4.6.	Sale of Other Notes	3
	4.7.	Payment of Special Counsel Fees	3
	4.8.	Private Placement Numbers	4
	4.9.	Changes in Corporate Structure	4
	4.10.	Subsidiary Guaranty Agreement	4
	4.11.	Second Amendment and Restatement of Intercreditor Agreement	4
	4.12.	Proceedings and Documents	4

5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		4

	5.1.	Organization; Power and Authority	4
	5.2.	Authorization, etc.	5
	5.3.	Disclosure	5
	5.4.	Organization and Ownership of Shares of Subsidiaries	5
	5.5.	Financial Statements	6
	5.6.	Compliance with Laws, Other Instruments, etc.	6
	5.7.	Governmental Authorizations, etc.	7
	5.8.	Litigation; Observance of Statutes and Orders	7
	5.9.	Taxes	7
	5.10.	Title to Property; Leases	7
	5.11.	Licenses, Permits, etc.	8
	5.12.	Compliance with ERISA	8
	5.13.	Private Offering by the Company	9
	5.14.	Use of Proceeds; Margin Regulations	9
	5.15.	Existing Indebtedness	9
	5.16.	Foreign Assets Control Regulations, etc.	10
	5.17.	Status Under Certain Statutes	10

6.	REPRESENTATIONS OF THE PURCHASERS		10

	6.1.	Purchase for Investment	10
	6.2.	Source of Funds	11
	6.3.	Authorization, etc.	12


7.	INFORMATION AS TO COMPANY		13

	7.1.	Financial and Business Information	13
	7.2.	Officer’s Certificate	15
	7.3.	Inspection	15

8.	PREPAYMENT OF THE NOTES		16

	8.1.	Required Prepayments; Payment of Notes at Maturity	16
	8.2.	Optional Prepayments with Make-Whole Amount	16
	8.3.	Change in Control	17
	8.4.	Allocation of Partial Prepayments	19
	8.5.	Maturity; Surrender, etc.	19
	8.6.	Purchase of Notes	19
	8.7.	Make-Whole Amount	19

9.	AFFIRMATIVE COVENANTS		21

	9.1.	Compliance with Law	21
	9.2.	Insurance	21
	9.3.	Maintenance of Properties	21
	9.4.	Payment of Taxes and Claims	22
	9.5.	Corporate Existence, etc.	22
	9.6.	Pari Passu Ranking	22
	9.7.	Financial Covenant Standards	22

10.	NEGATIVE COVENANTS		23

	10.1.	Transactions with Affiliates	23
	10.2.	Merger, Consolidation, etc.	24
	10.3.	Consolidated Net Worth	24
	10.4.	Leverage Ratio	24
	10.5.	Priority Debt	25
	10.6.	Liens	25
	10.7.	Asset Sales	27
	10.8.	Sale-and-Leaseback Transactions	28
	10.9.	Line of Business	28
	10.10.	Terrorism Sanctions Regulations	28

11.	EVENTS OF DEFAULT		28

12.	REMEDIES ON DEFAULT, etc.		31

	12.1.	Acceleration	31
	12.2.	Other Remedies	32
	12.3.	Rescission	32
	12.4.	No Waivers or Election of Remedies, Expenses, etc.	32
	12.5.	Notice of Acceleration or Rescission	33


13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES		33

	13.1.	Registration of Notes	33
	13.2.	Transfer and Exchange of Notes	33
	13.3.	Replacement of Notes	33

14.	PAYMENTS ON NOTES		34

	14.1.	Place of Payment	34
	14.2.	Home Office Payment	34

15.	EXPENSES, etc.		35

	15.1.	Transaction Expenses	35
	15.2.	Survival	35

16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		35

17.	AMENDMENT AND WAIVER		36

	17.1.	Requirements	36
	17.2.	Solicitation of Holders of Notes	36
	17.3.	Binding Effect, etc.	37
	17.4.	Notes held by Company, etc.	37

18.	NOTICES		37

19.	REPRODUCTION OF DOCUMENTS		38

20.	CONFIDENTIAL INFORMATION		38

21.	MISCELLANEOUS		40

	21.1.	Successors and Assigns	40
	21.2.	Payments Due on Non-Business Days	40
	21.3.	Severability	40
	21.4.	Construction	40
	21.5.	Counterparts	40
	21.6.	Accounting Terms	40
	21.7.	Governing Law	41
	21.8.	Jurisdiction and Process; Waiver of Jury Trial	41

iii

Schedules & Exhibits


Tab A:	Schedule A	—	Information Relating to Purchasers

Tab B:	Schedule B	—	Defined Terms

Tab C:	Schedule 4.9	—	Changes in Corporate Structure
	Schedule 5.3	—	Disclosure Materials
	Schedule 5.4	—	Organization and Ownership of Shares of Subsidiaries
	Schedule 5.5	—	Financial Statements
	Schedule 5.8	—	Certain Litigation
	Schedule 5.11	—	Licenses, Permits, etc.
	Schedule 5.14	—	Use of Proceeds
	Schedule 5.15	—	Existing Indebtedness

Tab D:	Exhibit 1(a)	—	Form of 6.63% Senior Note due November 1, 2018
	Exhibit 1(b)		Form of 6.12% Senior Note due November 1, 2015

Tab E:	Exhibit 4.4(a)	—	Form of Opinion of Counsel for the Company and Smucker LLC

Tab F:	Exhibit 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers

Tab G:	Exhibit 4.10	—	Form of Guaranty Agreement

Tab H:	Exhibit 5.13	—	Forms of Offeree Letters

THE J. M. SMUCKER COMPANY
1 Strawberry Lane
Orrville, Ohio 44667

$376,000,000 6.63% Senior Notes Due November 1, 2018
$24,000,000 6.12% Senior Notes Due November 1, 2015

Dated as of October 23, 2008

To each of the Purchasers listed
in the attached Schedule A (the “ Purchasers ”):

Ladies and Gentlemen:

THE J. M. SMUCKER COMPANY , an Ohio corporation (together with its successors and assigns as permitted hereunder the “ Company ”), agrees with the Purchasers as follows:

AUTHORIZATION OF NOTES.

1.1.

Notes.

The Company will authorize the issue and sale of (a) $376,000,000 aggregate principal amount of its 6.63% Senior Notes due November 1, 2018 (the “ Ten-Year Notes ”) and (b) $24,000,000 aggregate principal amount of its 6.12% Senior Notes due November 1, 2015 (the “ Seven-Year Notes ” and, collectively with the Ten Year Notes, the “ Notes, ” such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the forms set out in Exhibit 1(a) or Exhibit 1(b), respectively, with such changes therefrom, if any, as may be approved by the Purchasers and the Company.

1.2.

Certain Defined Terms.

Certain capitalized and other terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder.

CLOSING.

The sale and purchase of the Notes to be purchased by each of the Purchasers shall occur at the offices of Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103, at 10:00 a.m., local time, at a closing (the “ Closing ”) on October 23, 2008 or on such other Business Day thereafter on or prior to October 30, 2008 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note for each Series (or such greater number of Notes for each Series in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 7521841523 at Fifth Third Bank, Cleveland, Ohio, ABA number 042000314, Attn: The J. M. Smucker Company. If at the Closing the Company shall fail to tender such Notes to each Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to each Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights each such Purchaser may have by reason of such failure or such nonfulfillment.

CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to it at the Closing is subject to the fulfillment to each such Purchaser’s reasonable satisfaction, prior to or at the Closing, of the following conditions:

4.1.

Representations and Warranties.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2.

Performance; No Default.

Each of the Company and Smucker LLC shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14) no Default or Event of Default shall have occurred and be continuing.

4.3.

Compliance Certificates.

(a) Company Officer’s Certificate . The Company shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Company Secretary’s Certificate . The Company shall have delivered to each Purchaser a certificate certifying as to the resolutions attached thereto and other

corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

(c) Smucker LLC Secretary’s Certificate . Smucker LLC shall have delivered to each Purchaser a certificate certifying as to the resolutions attached thereto and other corporate or other proceedings relating to the authorization, execution and delivery by Smucker LLC of the Guaranty Agreement delivered by it pursuant to Section 4.10.

4.4.

Opinions of Counsel.

Each Purchaser shall have received opinions in form and substance satisfactory to it, dated the date of the Closing from

(a) M. Ann Harlan, General Counsel of the Company and counsel for Smucker LLC in the form set forth in Exhibit 4.4(a) (and the Company hereby instructs such counsel to deliver such opinion to each Purchaser), and

(b) Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, in the form set forth in Exhibit 4.4(b).

4.5.

Purchase Permitted By Applicable Law, etc.

On the date of the Closing each Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which it is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If so requested, each Purchaser shall have received an Officer’s Certificate from the Company and Smucker LLC certifying as to such matters of fact as it may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6.

Sale of Other Notes.

Contemporaneously with the Closing the Company shall sell to each Purchaser and each Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

4.7.

Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of Bingham McCutchen LLP, the Purchasers’ special counsel referred to in Section 4.4, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing, which statement will include all accrued fees and disbursements of such counsel, together with an estimate for the additional fees and disbursements of such counsel necessary to complete the

Closing and all post-closing matters relating thereto (including, without limitation, preparation of closing files).

4.8.

Private Placement Numbers.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of the Notes.

4.9.

Changes in Corporate Structure.

Except as specified in Schedule 4.9, neither the Company nor Smucker LLC shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10.

Subsidiary Guaranty Agreement.

Smucker LLC shall have executed and delivered to the Purchasers a guaranty agreement, substantially in the form of Exhibit 4.10.

4.11.

Second Amendment and Restatement of Intercreditor Agreement.

The Company shall have delivered to each Purchaser a fully-executed original of a Second Amended and Restated Intercreditor Agreement, dated as of October 23, 2008, by and among the Purchasers, the 1999 Noteholders, the 2000 Noteholders, the 2004 Noteholders, the 2007 Noteholders and the Agent (each as defined therein) and acknowledged and agreed to by the Company and Smucker LLC (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Intercreditor Agreement ”).

4.12.

Proceedings and Documents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to each Purchaser and its special counsel, and each Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or its counsel may reasonably request.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser that:

5.1.

Organization; Power and Authority.

The Company and Smucker LLC is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or limited liability company and is in good standing in each jurisdiction in which such qualification is required by

law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and Smucker LLC has the corporate or other organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

5.2.

Authorization, etc.

(a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) The Guaranty Agreement delivered pursuant to Section 4.10 has been duly authorized by all necessary corporate action on the part of Smucker LLC, and such Guaranty Agreement constitutes the legal, valid and binding obligation of Smucker LLC enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3.

Disclosure.

Except as disclosed in Schedule 5.3, this Agreement, the documents, certificates or other writings identified in Schedule 5.3 and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5, since July 31, 2008, there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

5.4.

Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

5.5.

Financial Statements.

The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed on Schedule 5.3.

5.6.

Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company and Smucker LLC of the Financing Documents to which it is a party will not:

(a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws (or other comparable organizational document) or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected;

(b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any arbitrator or Governmental Authority applicable to the Company or any Subsidiary; or

(c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

5.7.

Governmental Authorizations, etc.

Except for regular and routine filings with the Securities and Exchange Commission, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by (a) the Company of this Agreement or the Notes and (b) Smucker LLC of the Guaranty Agreement delivered by it pursuant to Section 4.10.

5.8.

Litigation; Observance of Statutes and Orders.

(a) Except as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.9.

Taxes.

The Company and its Subsidiaries have filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended April 30, 2005.

5.10.

Title to Property; Leases.

The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

5.11.

Licenses, Permits, etc.

Except as disclosed in Schedule 5.11, the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

5.12.

Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is, as of April 30, 2008, $41,583,000.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of

each Purchaser’s representation in Section 6.2 as to the Sources to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

5.13.

Private Offering by the Company.

Neither the Company nor, based solely on the letters of William Blair & Company, L.L.C. and KeyBanc Capital Markets Inc., each attached hereto as Exhibit 5.13 (collectively, the “ Offeree Letters ”), any Person acting on its behalf, has offered the Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than forty (40) other Institutional Investors (as defined in clause (c) of the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither the Company nor, based solely on the Offeree Letters, any Person acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act. William Blair & Company, L.L.C. and KeyBanc Capital Markets Inc. are the only Persons the Company has authorized to act on its behalf in connection with the matters referred to in this Section 5.13.

5.14.

Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the Notes for the purposes set forth in Schedule 5.14. None of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221) or a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15.

Existing Indebtedness.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of September 30, 2008, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $15,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Neither the Company nor Smucker LLC is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or Smucker LLC, any agreement relating thereto (other than the Bank Credit Agreement, the 1999 Note Agreement, the 2000 Note Agreement, the 2004 Note Agreement, and the 2007 Note Agreement) or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.

5.16.

Foreign Assets Control Regulations, etc.

(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the (a) Trading with the Enemy Act, as amended, or (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended). Without limiting the foregoing, neither the Company nor any Subsidiary (a) is or will become a blocked Person described by section 1 of Executive Order 13224 of September 24, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (31 CFR Part 595 et seq.) or (b) to the knowledge of the Company, engages or will engage in any dealings or transactions, or is otherwise associated, with any such Person.

(b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person.

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company.

5.17.

Status Under Certain Statutes.

Neither the Company nor any Subsidiary is (a) subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, or the Federal Power Act, as amended, or (b) in violation of the USA Patriot Act.

REPRESENTATIONS OF THE PURCHASERS.

6.1.

Purchase for Investment.

Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s property shall at all times be within such Purchaser’s control. Each Purchaser understands that the Notes have not been registered under the Securities Act and that the Company is not required to register the Notes. Each Purchaser severally represents and

agrees that it will not resell any Notes unless such Notes are registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law. By the resale of any Note, the seller thereof, and by the acceptance of any Note, the purchaser thereof, shall be deemed to have represented to the Company that such Note has not been sold in violation of the Securities Act.

6.2.

Source of Funds.

Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) Insurance Company General Account — the Source is an “insurance company general account” (as defined in PTE 95-60 (60 FR 35925, issued July 12, 1995) and in respect thereof each Purchaser represents that there is no “employee benefit plan” (as defined in section 3(3) of ERISA and section 4975(e)(1) of the Code, treating as a single plan all plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or employee organization or affiliate thereof) with respect to which the amount of the general account reserves and liabilities of all contracts held by or on behalf of such plan exceeds 10% of the total reserves and liabilities of such general account as determined under PTE 95-60 (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners’ Annual Statement filed with such Purchaser’s state of domicile and that such acquisition is eligible for and satisfies the other requirements of such exemption; or

(b) Separate Account — the Source is a separate account:

(i) 10% Pooled Separate Account — that is an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), and to the extent that there is any employee benefit plan, or group of plans maintained by the same employer or employee organization, whose assets in such separate account exceed ten percent (10%) of the assets of such separate account, each Purchaser has disclosed the names of such plans to the Company in writing; or

(ii) Identified Plan Assets — that is comprised of employee benefit plans identified by each Purchaser in writing and with respect to which the Company hereby warrants and represents that, as of the date of Closing, neither the Company nor any ERISA Affiliate is a “party in interest” (as defined in section 3 of ERISA) or a “disqualified person” (as defined in section 4975 of the Code) with respect to any plan so identified; or

(iii) Guarantied Separate Account — that is maintained solely in connection with such Purchaser’s fixed contractual obligations, under which any amounts payable, or credited, to any employee benefit plan having an interest in such account and to any participant or beneficiary of such plan (including an

annuitant) are not affected in any manner by the investment performance of the separate account (as provided by 29 CFR §2510.3-101(h)(1)(iii)); or

(c) QPAM Funds — the Source constitutes assets of an “investment fund” (within the meaning of part V of PTE 84-14 (the “ QPAM Exemption ”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed twenty percent (20%) of the total client assets managed by such QPAM, the conditions of parts I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in section V(e) of the QPAM Exemption) owns a five percent (5%) or more interest in the Company and:

(i) the identity of such QPAM and

(ii) the names of all employee benefit plans whose assets are included in such investment fund;

have been disclosed to the Company in writing pursuant to this Section 6.2(c); or

(d) Governmental Plans — the Source is a governmental plan; or

(e) Identified Plans or Funds — the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(e); or

(f) Exempt Plans — the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

6.3.

Authorization, etc.

Each Purchaser represents that this Agreement has been duly authorized by all necessary corporate action on such Purchaser’s part, and that this Agreement constitutes a legal, valid and binding obligation upon such Purchaser in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

INFORMATION AS TO COMPANY.

7.1.

Financial and Business Information.

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements — within 90 days (or within 10 days after such earlier date as the Company’s quarterly report is required to be filed with the Securities and Exchange Commission under the Exchange Act, with written notice of such earlier filing to be delivered to each holder of Notes simultaneously with such filing) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q if it shall have timely made such Form 10 Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.smucker.com) and shall have given such holder prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “ Electronic Delivery ”);

(b) Annual Statements — within 120 days (or within 10 days after such earlier date as the Company’s annual report is required to be filed with the U.S. Securities and Exchange Commission under the Exchange Act, with written notice of such earlier filing to be delivered to each holder of Notes simultaneously with such filing) after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 K if it shall have timely made Electronic Delivery thereof;

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission;

(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder (other than a reportable event of a technical and routine nature which occurs as a result of a transaction permitted under Section 10.7(b)), for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and

(f) Requested Information — with reasonable promptness and to the extent not prohibited by applicable law, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of any Obligor to perform its obligations under the Financing Documents to which it is a party as from time to time may be reasonably requested by any such holder of Notes.

7.2.

Officer’s Certificate.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Notes):

(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.3 through Section 10.8, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) Event of Default — a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

7.3.

Inspection.

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and, with the consent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

PREPAYMENT OF THE NOTES.

8.1.

Required Prepayments; Payment of Notes at Maturity.

(a) Seven-Year Notes . As provided therein, the entire unpaid principal balance of the Seven-Year Notes shall be due and payable on the stated maturity thereof.

(b) Ten-Year Notes . As provided therein, the entire unpaid principal balance of the Ten-Year Notes shall be due and payable on the stated maturity thereof.

8.2.

Optional Prepayments with Make-Whole Amount.

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due with respect to each Series of Notes in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth in each case the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount with respect to each Series of Notes as of the specified prepayment date.

8.3.

Change in Control.

(a) Notice of Change in Control or Control Event . The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to Section 8.3(b). If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in Section 8.3(c) and shall be accompanied by the certificate described in Section 8.3(g).

(b) Condition to Company Action . The Company will not take any action that consummates or finalizes a Change in Control unless

(i) at least 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in Section 8.3(c), accompanied by the certificate described in Section 8.3(g), and

(ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.3.

(c) Offer to Prepay Notes . The offer to prepay Notes contemplated by Section 8.3(a) and Section 8.3(b) shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “ Proposed Prepayment Date ”). If such Proposed Prepayment Date is in connection with an offer contemplated by Section 8.3(a), such date shall be not less than 30 days and not more than 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 30th day after the date of such offer).

(d) Acceptance . A holder of Notes may reject the offer to prepay made pursuant to this Section 8.3 by causing a notice of such rejection to be delivered to the Company at least five Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute an acceptance of such offer by such holder.

(e) Prepayment . Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, plus the Make-Whole Amount determined for the date of prepayment with respect to such principal amount, together with interest on such Notes accrued to the date of prepayment. Two Business Days preceding the date of prepayment, the Company shall deliver to each holder of Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount due in connection with such prepayment (for the avoidance of doubt, in respect of any prepayment to be made under this Section 8.3 the date of

which has been deferred pursuant to Section 8.3(f) below, any calculation of accrued interest or Make-Whole Amount owing to the holders of the Notes to be prepaid shall be made with reference to the date such prepayment is actually made, rather than the original Proposed Prepayment Date in respect thereof). The prepayment shall be made on the Proposed Prepayment Date except as provided in Section 8.3(f).

(f) Deferral of Obligation to Purchase . The obligation of the Company to prepay Notes pursuant to the offers accepted in accordance with Section 8.3(d) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on or before the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of:

(i) any such deferral of the date of prepayment;

(ii) the date on which such Change in Control and the prepayment are expected to occur; and

(iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change in Control shall be deemed rescinded).

(g) Officer’s Certificate . Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying:

(i) the Proposed Prepayment Date;

(ii) that such offer is made pursuant to this Section 8.3;

(iii) the principal amount of each Note offered to be prepaid;

(iv) the last date upon which the offer can be accepted or rejected, and setting forth the consequences of failing to provide an acceptance or rejection, as provided in Section 8.3(d);

(v) the estimated Make-Whole Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation;

(vi) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date;

(vii) that the conditions of this Section 8.3 have been fulfilled; and

(viii) in reasonable detail, the nature and date or proposed date of the Change in Control.

8.4.

Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes (without regard to Series) at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.5.

Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.6.

Purchase of Notes.

Except as otherwise provided in this Section 8, the Company will not and will not permit any Affiliate to purchase, redeem, prepay, or otherwise acquire, directly or indirectly, any of the outstanding Notes except pursuant to an offer to purchase (which offer may or may not include the Make-Whole Amount, if any, or any portion thereof) made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions, provided that at the time such offer is made and after giving effect to such purchase, no Default or Event of Default shall exist. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, shall contain a representation by the Company that no Default or Event of Default exists or would exist after giving effect to such proposed purchase of Notes, and shall remain open for at least ten Business Days. If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.7.

Make-Whole Amount.

The term “Make-Whole Amount” means, with respect to any Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.

For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“ Called Principal ” means, with respect to any Note of any Series, the principal of such Note that is to be prepaid pursuant to the terms hereof or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“ Discounted Value ” means, with respect to the Called Principal of any Note of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series of Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“ Reinvestment Yield ” means, with respect to the Called Principal of any Note of any Series, 0.50% over the yield to maturity implied by

(i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as Page “PX1” on the Bloomberg Financial Markets (or such other display as may replace Page “PX1” on the Bloomberg Financial Markets) for actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or

(ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded on the run U.S. Treasury security with the duration closest to and greater than such Remaining Average Life and (2) the actively traded on the run U.S. Treasury security with the duration closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series of Notes.

“ Remaining Average Life ” means, with respect to any Called Principal of any Series of Notes, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by

multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“ Remaining Scheduled Payments ” means, with respect to the Called Principal of any Note of any Series, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes of such Series, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.

“ Settlement Date ” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to the terms hereof or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

9.1.

Compliance with Law.

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.2.

Insurance.

The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) so that such insurance, taken as a whole, shall be customary for entities of established reputations engaged in the same or a similar business and similarly situated.

9.3.

Maintenance of Properties.

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition

(other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, have a Material Adverse Effect.

9.4.

Payment of Taxes and Claims.

The Company will and will cause each of its Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (a) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes and assessments in the aggregate would not reasonably be expected to have a Material Adverse Effect.

9.5.

Corporate Existence, etc.

The Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

9.6.

Pari Passu Ranking.

The Notes shall at all times rank pari passu, without preference or priority, with all other outstanding, unsecured, unsubordinated Indebtedness of the Company, present and future, that have not been accorded preferential rights. The obligations of each Subsidiary Guarantor under the Guaranty Agreement to which such Subsidiary Guarantor is a party shall at all times rank pari passu, without preference or priority, with all other outstanding, unsecured, unsubordinated Indebtedness of such Subsidiary Guarantor, present and future, that have not been accorded preferential rights.

9.7.

Financial Covenant Standards.

If at any time and from time to time on or after the date of Closing, any Primary Senior Debt shall contain (whether on the date of the Closing or subsequent thereto as the result of an amendment or modification thereof) one or more Financial Covenants that are either not

contained in this Agreement or are contained in this Agreement but are more favorable to the lender or lenders under such Primary Senior Debt than are the terms of this Agreement to the holders of the Notes, this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically (effective simultaneously with the effectiveness of such Primary Senior Debt or such modification) to include each such additional or more favorable Financial Covenant, unless the Required Holders provide written notice to the Company to the contrary within 30 days after having received written notice from the Company of the effectiveness of such additional or more favorable Financial Covenant (in which event such Financial Covenant shall be deemed not to have been included in this Agreement at any time). No modification or amendment of any Primary Senior Debt that results in any Financial Covenant becoming less restrictive on the Company shall be effective as a modification, amendment or waiver under this Agreement. The Company further covenants promptly to execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders to reflect such additional or more favorable Financial Covenant, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such additional or more favorable Financial Covenant as provided for in this Section 9.7. The provisions of this Section 9.7 shall apply successively to each change in a Financial Covenant contained in any Primary Senior Debt.

(a) to maintain any level of financial performance (including, without limitation, a specified level of net worth, total assets, cash flow or net income),

(b) not to exceed any maximum level of indebtedness,

10.

NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

10.1.

Transactions with Affiliates.

The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any Material transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any

service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

10.2.

Merger, Consolidation, etc.

The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company or such Subsidiary Guarantor, as the case may be, as an entirety (the “ Survivor ”), as the case may be, shall be a solvent corporation, limited liability company or (in the case of a Subsidiary Guarantor) limited partnership organized and existing under the laws of the United States, any state thereof or the District of Columbia, and, if the Company or such Subsidiary Guarantor is not the Survivor, the Survivor shall have expressly assumed in writing the due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor and the due and punctual performance and observance of each covenant and condition of such Obligor under the applicable Financing Documents, pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders;

(b) to the extent the Company is not the Survivor of such transaction, each Subsidiary Guarantor shall have executed and delivered to each holder of Notes its reaffirmation of its obligations under its Guaranty Agreement in form and substance reasonably satisfactory to the Required Holders; and

(c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of all or substantially all of the assets of any Obligor shall have the effect of releasing such Obligor or any Survivor that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under the applicable Financing Documents.

10.3.

Consolidated Net Worth.

10.4.

Leverage Ratio.

10.5.

Priority Debt.

The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.6(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and such Debt is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.5 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

10.6.

Liens.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom (whether or not provision is made for the equal and ratable securing of the Notes in accordance with the last paragraph of this Section 10.6), or assign or otherwise convey any right to receive income or profits, except:

(a) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business:

(i) in connection with workers’ compensation, unemployment insurance and other types of social security or retirement benefits, or

(ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, bids, leases (other than Capital Leases), performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property;

(b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each case incurred in the ordinary course of business for sums not yet due and payable or the payment of which is not at the time required by Section 9.4;

(c) Liens arising from judicial attachments or judgments, or securing appeal bonds, and other similar Liens, provided that

(i) the execution or other enforcement of such Liens is effectively stayed, and

(ii) the claims secured thereby are being actively contested in good faith and adequate reserves in respect thereof have been established by the Company or such Subsidiary in accordance with GAAP;

(d) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any of the Subsidiaries, provided that such Liens do not, in the aggregate, materially impair the use of such property by the Company or such Subsidiary;

(e) Liens for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which is not at the time required by Section 9.4;

(f) Liens on property of a Subsidiary, provided that such Liens secure only Debt owing to the Company or a Subsidiary; and

(g) other Liens not otherwise permitted by paragraphs (a) through (f) of this Section 10.6, so long as the Debt secured thereby can be

(i) incurred and remain outstanding in accordance with the requirements of Section 10.4, and

(ii) incurred and remain outstanding in accordance with the requirements of Section 10.5.

If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other than those Liens permitted by the provisions of paragraphs (a) through (g) of this Section 10.6, it will make or cause to be made effective provision whereby the Notes will be secured equally and ratably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property. Such violation of this Section 10.6 will constitute an Event of Default, whether or not provision is made for an equal and ratable Lien pursuant to this Section 10.6.

10.7.

Asset Sales.

(a) Sale of Assets . The Company will not, and will not permit any Subsidiary to, make any Asset Disposition unless:

(i) in the good faith opinion of the Company, the Asset Disposition is in exchange for consideration having a Fair Market Value at least equal to that of the property exchanged and is in the best interest of the Company or such Subsidiary;

(ii) immediately after giving effect to the Asset Disposition, no Default or Event of Default would exist; and

(iii) immediately after giving effect to the Asset Disposition, the sum of the Disposition Values in respect of all property that was the subject of any Asset Disposition occurring in the period commencing with the first day of the Current Four Quarter Period and ending with and including the date of such Asset Disposition would not exceed 15% of Consolidated Total Assets as of the end of the then most recently ended fiscal year of the Company. As used in this Section 10.7(a)(iii), the term “ Current Four Quarter Period ” means, as of any date, the period of four consecutive fiscal quarters of the Company ending on the last day of the then current fiscal quarter of the Company.

If the Company shall give written notice to the holders of the Notes prior to consummation of any Transfer that it intends to apply the Net Proceeds Amount arising therefrom to a Debt Prepayment Application or a Property Reinvestment Application within 365 days after such Transfer, then such Transfer, only for the purpose of determining compliance with subsection (iii) of this Section 10.7(a), shall be deemed not to be an Asset Disposition. If the Company shall fail to apply such Net Proceeds Amount as stated in such notice within such period, such failure shall constitute an Event of Default.

(b) Disposal of Ownership of a Subsidiary. The Company will not, and will not permit any of the Subsidiaries to, Transfer any shares of Subsidiary Stock (including, without limitation, pursuant to any merger, consolidation or other transaction specified in Section 10.2 hereof), nor will the Company permit any such Subsidiary to issue or Transfer any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to:

(i) the issue of directors’ qualifying shares by any such Subsidiary;

(ii) any such Transfer of Subsidiary Stock constituting a Transfer described in clause (a) of the definition of “Asset Disposition”; and

(iii) the Transfer of all of the Subsidiary Stock of a Subsidiary owned by the Company and the other Subsidiaries if:

(A) such Transfer satisfies the requirements of Section 10.7(a) hereof,

(B) in connection with such Transfer the entire investment (whether represented by stock, Debt, claims or otherwise) of the Company and the other Subsidiaries in such Subsidiary is sold, transferred or otherwise disposed of to a Person other than (1) the Company, (2) another Subsidiary not being simultaneously disposed of, or (3) an Affiliate, and

(C) the Subsidiary being disposed of has no continuing investment in any other Subsidiary not being simultaneously disposed of or in the Company.

10.8.

Sale-and-Leaseback Transactions.

The Company will not, and will not permit any Subsidiary to, enter into or permit to continue any Sale-and-Leaseback Transaction unless either (a) the Attributable Debt associated therewith can be incurred and remain outstanding in accordance with the requirements of Section 10.5 or (b) the Company shall give written notice to the holders of the Notes prior to consummation of any such transaction that it intends to apply the Net Proceeds Amount arising therefrom to a Debt Prepayment Application or a Property Reinvestment Application within 365 days after such consummation, in which event such transaction, only for the purpose of determining compliance with this Section 10.8, shall be deemed not to be a Sale-and-Leaseback Transaction. If the Company shall fail to apply such Net Proceeds Amount as stated in such notice within such period, such failure shall constitute an Event of Default.

10.9.

Line of Business.

The Company will not, and will not permit any of its Subsidiaries to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Form 10-K filed for the fiscal year ending April 30, 2008.

10.10.

Terrorism Sanctions Regulations.

The Company will not and will not permit any Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or transactions with any such Person.

11.

EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than ten Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in any one or more of Section 7.1(d) or Sections 10.2 through 10.8, inclusive; or

(d) any Obligor defaults in the performance of or compliance with any term contained herein (other than those referred to in Section 11(a)), Section 11(b) or Section 11(c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) any representation or warranty made in writing by or on behalf of any Obligor or by any officer of such Obligor in any Financing Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) the Company or any Significant Subsidiary

amount of at least $75,000,000 before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or

(g) the Company or any Significant Subsidiary

(i) is generally not paying, or admits in writing its inability to pay, its debts as they become due,

(ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,

(iii) makes an assignment for the benefit of its creditors,

(iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property,

(v) is adjudicated as insolvent or to be liquidated, or

(vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 90 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $15,000,000 are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay; or

(j) if

(i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code,

(ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,

(iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $15,000,000,

(iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,

(v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan for which there is unfunded withdrawal liability in excess of $15,000,000, or

(vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder;

and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or

(k) any Subsidiary Guarantor fails or neglects to observe, perform or comply with any term, provision, condition or covenant contained in its respective Guaranty Agreement; or

(l) any Guaranty Agreement is not or ceases to be effective against the applicable Subsidiary Guarantor or is alleged by the Company or a Subsidiary Guarantor to be ineffective against a Subsidiary Guarantor for any reason other than in the event that the applicable Subsidiary Guarantor is merged with and into the Company.

As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.

12.

REMEDIES ON DEFAULT, ETC.

12.1.

Acceleration.

(a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of such paragraph (g) or described in clause (vi) of such paragraph (g) by virtue of the

fact that such clause encompasses clause (i) of such paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2.

Other Remedies.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3.

Rescission.

At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 75% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have

been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4.

No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

12.5.

Notice of Acceleration or Rescission.

Whenever any Note shall be declared immediately due and payable pursuant to Section 12.1 or any such declaration shall be rescinded or annulled pursuant to Section 12.3, the Obligors shall forthwith give written notice thereof to the holders of each Note at the time outstanding.

13.

REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.

Registration of Notes.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

13.2.

Transfer and Exchange of Notes.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver within five Business Days, at the Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be

substantially in the form of such Note set forth in Exhibit 1(a) or Exhibit 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in the last sentence of Section 6.1 and in Section 6.2.

13.3.

Replacement of Notes.

Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or an Institutional Investor, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver within five Business Days, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14.

PAYMENTS ON NOTES.

14.1.

Place of Payment.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in Orrville, Ohio at the principal office of the Company in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

14.2.

Home Office Payment.

So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose opposite such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall

have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by any Purchaser or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by such Purchaser under this Agreement and that has made the same agreement relating to such Note as such Purchaser has made in this Section 14.2.

15.

EXPENSES, ETC.

15.1.

Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Company will pay all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by each Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Intercreditor Agreement or any Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Guaranty Agreement as against any Obligor or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Intercreditor Agreement or any Guaranty Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by any Purchaser).

15.2.

Survival.

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

16.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall be deemed made at and as of the date of the Closing and shall speak only as of such date. The accuracy of such representations

and warranties as at the date of the Closing shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser or any holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes, the Intercreditor Agreement and the Guaranty Agreements embody the entire agreement and understanding among each Purchaser, the Company and the Subsidiary Guarantors, and supersede all prior agreements and understandings relating to the subject matter hereof.

17.

AMENDMENT AND WAIVER.

17.1.

Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5 or 6 hereof, or any defined term (as it is used therein), will be effective as to any holder unless consented to by such holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2.

Solicitation of Holders of Notes.

(a) Solicitation . The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with all information that the Company reasonably believes is sufficient, and all other information requested by any of the holders, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment . The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or issue any guaranty, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes or any waiver or amendment of any of the terms and provisions hereof unless such remuneration

is concurrently paid, or security or guaranty is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(c) Scope of Consent . Any amendment or waiver made pursuant to this Section 17.2 by a holder of Notes that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate and has provided or has agreed to provide such amendment or waiver as a condition to such transfer shall be void and of no force and effect except solely as to such holder, and any amendments effected or waivers granted that would not have been or would not be so effected or granted but for such amendment or waiver (and the amendments or waivers of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force and effect, retroactive to the date such amendment or waiver initially took or takes effect, except solely as to such holder.

17.3.

Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “ this Agreement ” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

17.4.

Notes held by Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

18.

NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i)

if to any Purchaser or its nominee , to such Purchaser or its nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or its nominee shall have specified to the Company in writing,

	(ii)		if to any other holder of any Note , to such holder at such address as such other holder shall have specified to the Company in writing, or

	(iii)		if to the Company , to the Company at its address set forth at the beginning hereof to the attention of the “Treasurer,” with a copy to the attention of the “Legal Department,” or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.

REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to the holders of the Notes, may be reproduced by the holders of the Notes by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and the holders of the Notes may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.

CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “ Confidential Information ” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that

(a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure,

(b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf,

(d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.

Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to

(i) such Purchaser’s directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by such Purchaser’s Notes and is not used in connection with the analysis of any other investment in the Company except in a manner that is in compliance with applicable securities laws),

(ii) such Purchaser’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20,

(iii) any other holder of any Note,

(iv) any Institutional Investor to which such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20),

(v) any Person from which such Purchaser offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20),

(vi) any federal or state regulatory authority having jurisdiction over such Purchaser,

(vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or

(viii) any other Person to which such delivery or disclosure may be necessary or appropriate

(A) to effect compliance with any law, rule, regulation or order applicable to such Purchaser,

(B) in response to any subpoena or other legal process,

(D) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the

protection of the rights and remedies under its Notes, this Agreement or any Guaranty Agreement.

Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

21.

MISCELLANEOUS.

21.1.

Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

21.2.

Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

21.3.

Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

21.4.

Construction.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

21.5.

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may

consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

21.6.

Accounting Terms

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP.

21.7.

Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

21.8.

Jurisdiction and Process; Waiver of Jury Trial.

(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the 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.

(b) The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 21.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 21.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the

courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

[Remainder of page intentionally left blank. Next page is signature page.]

If each Purchaser is in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between the Purchasers and the Company.


Very truly yours, THE J. M. SMUCKER COMPANY
By:	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Vice President and Treasurer

The foregoing is hereby agreed to
as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

FIRST METLIFE INVESTORS INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager

NEW ENGLAND LIFE INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager


By:	/s/ Judith A. Gulotta
	Name:	Judith A. Gulotta
	Title:	Managing Director (executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to First MetLife Investors Insurance Company as a Purchaser and New England Insurance Company as a Purchaser)


THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:	/s/ David A. Baras
	Name:	David A. Baras
	Its: Authorized Representative

[Signature Page to Note Purchase Agreement]

THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY FOR ITS GROUP ANNUITY SEPARATE
ACCOUNT


By:	/s/ David A. Baras
	Name:	David A. Baras
	Its: Authorized Representative


JACKSON NATIONAL LIFE INSURANCE COMPANY
By:		PPM America, Inc., as attorney in fact, on behalf of Jackson National Life Insurance Company


By:	/s/ Luke Stifflear
	Name:	Luke Stifflear
	Title:	Senior Managing Director


HARTFORD LIFE INSURANCE COMPANY HARTFORD INSURANCE COMPANY OF ILLINOIS HARTFORD CASUALTY INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By:		Hartford Investment Management Company Their Agent and Attorney-in-Fact


By:	/s/ Robert Mills
	Name:	Robert Mills
	Title:	Vice President


STATE FARM LIFE INSURANCE COMPANY
By:	/s/ Julie Hoyer
	Name:	Julie Hoyer
	Title:	Senior Investment Officer


By:	/s/ Jeffrey T. Attwood
	Name:	Jeffrey T. Attwood
	Title:	Investment Officer

[Signature Page to Note Purchase Agreement]


STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
By:	/s/ Julie Hoyer
	Name:	Julie Hoyer
	Title:	Senior Investment Officer


By:	/s/ Jeffrey T. Attwood
	Name:	Jeffrey T. Attwood
	Title:	Investment Officer


UNUM LIFE INSURANCE COMPANY OF AMERICA
By:		Provident Investment Management, LLC
Its:		Agent


By:	/s/ Ben Vance
	Name:	Ben Vance
	Title:	Vice President


COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
By:		Provident Investment Management, LLC
Its:		Agent


By:	/s/ Ben Vance
	Name:	Ben Vance
	Title:	Vice President

ING LIFE INSURANCE AND ANNUITY COMPANY
ING USA ANNUITY AND LIFE INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
SECURITY LIFE OF DENVER INSURANCE COMPANY
By: ING Investment Management LLC, as Agent


By:	/s/ Christopher P. Lyons
	Name:	Christopher P. Lyons
	Title:	Senior Vice President

[Signature Page to Note Purchase Agreement]

CINCINNATI LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ James Tobin
	Name:	James Tobin
	Title:	Vice President

THE MUTUAL SAVINGS LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ James Tobin
	Name:	James Tobin
	Title:	Vice President

THE RELIABLE LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ James Tobin
	Name:	James Tobin
	Title:	Vice President

FARM BUREAU LIFE INSURANCE COMPANY
OF MICHIGAN
By: Advantus Capital Management, Inc.


By:	/s/ James Tobin
	Name:	James Tobin
	Title:	Vice President

GREAT WESTERN INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ James Tobin
	Name:	James Tobin
	Title:	Vice President

[Signature Page to Note Purchase Agreement]

THE CATHOLIC AID ASSOCIATION
By: Advantus Capital Management, Inc.


By:	/s/ James Tobin
	Name:	James Tobin
	Title:	Vice President

AMERICAN REPUBLIC INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ Joseph R. Betlei
	Name:	Joseph R. Betlei
	Title:	Vice President

UNION NATIONAL LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ Joseph R. Betlei
	Name:	Joseph R. Betlei
	Title:	Vice President

UNITED INSURANCE COMPANY OF AMERICA
By: Advantus Capital Management, Inc.


By:	/s/ Joseph R. Betlei
	Name:	Joseph R. Betlei
	Title:	Vice President

SECURITY NATIONAL LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.


By:	/s/ Joseph R. Betlei
	Name:	Joseph R. Betlei
	Title:	Vice President

[Signature Page to Note Purchase Agreement]


AXA EQUITABLE LIFE INSURANCE COMPANY
By:	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By:		Allianz of America, Inc. as the authorized signatory and investment manager


By:	/s/ Gary Brown
	Name:	Gary Brown
	Title:	Assistant Treasurer


THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Barry Scheinholtz
	Name:	Barry Scheinholtz
	Title:	Senior Director, Private Placements


THE TRAVELERS INDEMNITY COMPANY
By:	/s/ David D. Rowland
	Name:	David D. Rowland
	Title:	Sr. Vice President


MODERN WOODMEN OF AMERICA
By:	/s/ Nick S. Coin
	Name:	Nick S. Coin
	Title:	Treasurer & Investment Manager

[Signature Page to Note Purchase Agreement]


THE UNION CENTRAL LIFE INSURANCE COMPANY
By:		Summit Investment Advisors, Inc., as Agent


By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements


AMERITAS LIFE INSURANCE CORP. By: Summit Investment Advisors, Inc., as Agent
By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

ACACIA LIFE INSURANCE COMPANY
By: Summit Investment Advisors, Inc., as Agent


By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements


LIFE INSURANCE COMPANY OF THE SOUTHWEST
By:	/s/ R. Scott Higgins
	Name:	R. Scott Higgins
	Title:	Senior Vice President, Sentinel Asset Management


STANDARD INSURANCE COMPANY
By:	/s/ Julie Grandstaff
	Name:	Julie Grandstaff
	Title:	Vice President & Managing Director

[Signature Page to Note Purchase Agreement]


COUNTRY LIFE INSURANCE COMPANY
By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income


COUNTRY MUTUAL INSURANCE COMPANY
By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income


COTTON STATES LIFE INSURANCE
By:	/s/ John Jacobs
	Name:	John Jacobs
	Title:	Director — Fixed Income


NATIONAL GUARDIAN LIFE INSURANCE COMPANY
By:	/s/ R.A. Mucci
	Name:	R.A. Mucci
	Title:	Senior Vice President & Treasurer

[Signature Page to Note Purchase Agreement]

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

[omitted]

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“ Affiliate ” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“ Agreement ” is defined in Section 17.3.

“ Anti-Terrorism Order ” means Executive Order No. 13,224 of September 23, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended.

“ Asset Disposition ” means any Transfer except :

(a) any

	(i)		Transfer from a Subsidiary to the Company or a Wholly-Owned Subsidiary;

	(ii)		Transfer from the Company to a Wholly-Owned Subsidiary; and

	(iii)		Transfer from the Company to a Subsidiary (other than a Wholly-Owned Subsidiary) or from a Subsidiary to another Subsidiary (other than a Wholly-Owned Subsidiary), which in either case is for Fair Market Value,

so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Default or Event of Default exists; or

(b) any Transfer made in the ordinary course of business and involving only property that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company or any of its Subsidiaries or that is obsolete.

“ Attributable Debt ” means, as to any particular lease relating to a Sale-and-Leaseback Transaction, the present value of all Lease Rentals required to be paid by the Company or any Subsidiary under such lease during the remaining term thereof (determined in accordance with

Schedule B-1

generally accepted financial practice using a discount factor equal to the interest rate implicit in such lease if known or, if not known, an interest rate of 10% per annum).

“ Bank Credit Agreement ” means that certain unsecured revolving credit facility by and among the Company, Key Bank National Association, as Agent, and the lenders named therein, dated as of June 18, 2004, as such agreement may be amended or restated from time to time.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City, New York are required or authorized to be closed.

“ Capital Lease ” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“ Change in Control ” means:

(a) the acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially (as a “beneficial owner” as such term is used in Rule 13d-3 under the Exchange Act as in effect on the date of the Closing) or of record, on or after the date of the Closing, by any person (within the meaning of section 13(d) and section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (within the meaning of Rule 13d-5 of the SEC under the Exchange Act, as in effect on the date of the Closing) of shares representing more than forty-five percent (45%) of the aggregate Ordinary Voting Power represented by the issued and outstanding capital stock of the Company (calculated on a fully diluted basis); provided that the foregoing restriction shall not apply to acquisitions of capital stock by the Smucker Family if the acquisition by the Smucker Family of such Ordinary Voting Power shall not result, directly or indirectly, in a “going private transaction” within the meaning of the Exchange Act;

(b) during any period of twenty-four (24) consecutive calendar months, individuals who were directors of the Company on the first day of such period (together with any new director whose election by the board of directors of the Company or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) shall cease to constitute a majority of the board of directors of the Company;

(c) the sale or transfer of all or substantially all of the assets of the Company, in a single transaction or a series of related transactions, to any person (within the meaning of section 13(d) and section 14(d)(2) of the Exchange Act, as in effect on the date of the Closing) or related persons constituting a group (within the meaning of Rule 13d-5 of the SEC under the Exchange Act, as in effect on the date of the Closing);

(d) the occurrence of a change in control, or other similar provision, as defined in any Material Indebtedness Agreement, which causes any Indebtedness or other obligations incurred under such Material Indebtedness Agreement to become due prior to its stated maturity or other due date thereof or to cause the holders of Indebtedness or

Schedule B-2

other obligations thereunder to have the right to require any Indebtedness or other obligations incurred under such Material Indebtedness Agreement to be purchased or prepaid prior to the stated maturity or other due date thereof; or

(e) the failure of at least one of Timothy P. Smucker or Richard K. Smucker to serve as a director of the Company if such failure to serve as a director is due to: (i) the voluntary resignation as a director of such person prior to his 70th birthday (unless such resignation is due to poor health, in which case such resignation will not be deemed to be “voluntary” for purposes of this definition), (ii) the voluntary decision of such person not to stand for reelection as a director unless such re-election would be for a term commencing after his 70th birthday or such decision is attributable to poor health, (iii) a determination of the directors of the Company not to nominate such person to stand for re-election for any term commencing prior to his 70th birthday (unless such decision was attributable to such person’s poor health), or (iv) the failure of the shareholders to elect such person for any term commencing prior to his 70th birthday. For purposes of clarity, it shall not constitute a Change in Control (1) so long as either Timothy P. Smucker or Richard K. Smucker is serving as director of the Company, or (2) if neither Timothy P. Smucker or Richard K. Smucker is serving as a director, the Remaining Director is no longer serving as a director as a result of an event other than one described in clause (i), (ii), (iii), or (iv) of the preceding sentence. For purposes of this definition “Remaining Director” means the last one of Richard K. Smucker or Timothy P. Smucker to serve as a director of the Company.

“ Closing ” is defined in Section 3.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“ Company ” is defined in the introductory sentence of this Agreement.

“ Confidential Information ” is defined in Section 20.

“ Consolidated Attributable Debt ” means, as of any date of determination, the total of all Attributable Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

“ Consolidated Debt ” means, as of any date of determination, the total of all Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

“ Consolidated Funded Debt ” means, as of any date of determination, the total of all Funded Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items

Schedule B-3

required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

“ Consolidated Net Worth ” means, at any time,

(a) the sum of (i) the par value (or value stated on the books of the corporation) of the capital stock (but excluding treasury stock, capital stock subscribed and unissued and Preferred Stock redeemable prior to the maturity date of the Notes) of the Company and its Subsidiaries plus (ii) the amount of the paid-in capital and retained earnings of the Company and its Subsidiaries, in each case as such amounts would be shown on a consolidated balance sheet of the Company and its Subsidiaries as of such time prepared in accordance with GAAP, minus

(b) to the extent included in clause (a), all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries.

“ Consolidated Total Assets ” means, at any time, the total assets of the Company and the Subsidiaries which would be shown as assets on a consolidated balance sheet of the Company and the Subsidiaries as of such time prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries.

“ Consolidated Total Capitalization ” means, at any time, the sum of Consolidated Net Worth and Consolidated Funded Debt.

“ Control Event ” means:

(a) the execution, by the holders of Voting Stock of the Company (together with their respective executors, heirs, beneficiaries, successors and assigns) or (in the case of any natural Person) their respective Families or Family Trusts, or by the Company or any of its Subsidiaries or Affiliates, of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control;

(b) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control; or

(c) the making of any written offer by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing) to the holders of the Voting Stock of the Company, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

“ Debt ” means, with respect to any Person, without duplication:

(a) its liabilities for borrowed money;

Schedule B-4

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including, without limitation, all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); and

(e) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (d) hereof.

Debt of any Person shall include all obligations of such Person of the character described in clauses (a) through (e) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“ Debt Prepayment Application ” means, with respect to any Transfer of property, the application by the Company or its Subsidiaries of cash in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay Senior Funded Debt of the Company (other than Senior Funded Debt owing to the Company, any of its Subsidiaries or any Affiliate and Senior Funded Debt in respect of any revolving credit or similar credit facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Senior Funded Debt the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Senior Funded Debt).

“ Default ” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“ Default Rate ” means, with respect to any Note, that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of such Note or (b) 2% per annum over the rate of interest publicly announced from time to time by JPMorgan Chase Bank, N.A. (or its successor) in New York City as its “base” or “prime” rate.

“ Disposition Value ” means, at any time, with respect to any property

(a) in the case of property that does not constitute Subsidiary Stock, the book value thereof, valued at the time of such disposition in good faith by the Company; and

(b) in the case of property that constitutes Subsidiary Stock, an amount equal to that percentage of book value of the assets of the Subsidiary that issued such stock as is equal to the percentage that the book value of such Subsidiary Stock represents of the book value of all of the outstanding capital stock of such Subsidiary (assuming, in making such calculations, that all Securities convertible into such capital stock are so converted and giving full effect to all transactions that would occur or be required in

Schedule B-5

connection with such conversion) determined at the time of the disposition thereof, in good faith by the Company.

“ Electronic Delivery ” is defined in Section 7.1(a).

“ Environmental Laws ” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“ Event of Default ” is defined in Section 11.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means, at any time, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell), as determined by, in the case of any property that is to be the subject of a Transfer:

(a) an appraiser of established reputation in appraising property of the kind to be subject to such Transfer;

(b) the highest price offered for such property in a competitive bidding process in which at least three potential bidders have been requested to participate so long as the Company had a reasonable basis on which to make such request (in terms of such potential bidders’ financial resources and interest in such property); or

(c) an analysis prepared by the Company which in addition to taking into account the standard set forth in this definition prior to clause (a) shall take into account the operating costs that would be saved by disposing of such property, and the relative tax benefits attributable to continued ownership and to disposition of such property; provided, however, that the sum of the Disposition Value of such property, plus the Disposition Value of all other such property Transferred during the 365 day period ending on such date, shall not exceed an amount equal to 3% of Consolidated Total Assets as of the end of the then most recently ended fiscal year of the Company. Any such evaluation shall be delivered to the holders of the Notes together with an Officer’s Certificate, signed by a Senior Financial Officer, certifying as to the accuracy and completeness of such evaluation.

Schedule B-6

“ Family ” means, in respect of any individual, the heirs, legatees, descendants and blood relatives to the fifth degree of consanguinity of such individual.

“ Family Trusts ” means, in respect of any individual, any trusts for the exclusive benefit of such individual, his or her spouse and lineal descendants.

“ Financing Documents ” means this Agreement, the Notes and each Guaranty Agreement, as each may be amended, restated or otherwise modified from time to time, and all other documents to be executed and/or delivered in favor of any holders of Notes, or all of them, by the Company, any of its Subsidiaries, or any other Person in connection with this Agreement.

“ Folgers Acquisition Date ” means the date on which The Folgers Coffee Company becomes a Subsidiary of the Company pursuant to that certain Transaction Agreement dated as of June 4, 2008 among The Proctor & Gamble Company, The Folgers Coffee Company, the Company and Moon Merger Sub, Inc.

“ Folgers Bank Credit Agreement ” means that certain Credit Agreement by and among The Folgers Coffee Company, Bank of Montreal as administrative agent, Bank of America, N.A. as syndication agent and the lenders party thereto to be entered into on or prior to the Folgers Acquisition Date, as such agreement may be amended or restated from time to time.

“ Foreign Subsidiary ” means any Subsidiary of the Company which is not organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Funded Debt ” means, with respect to any Person, all Debt of such Person which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, one year or more from, or is directly or indirectly renewable or extendible at the option of the obligor in respect thereof to a date one year or more (including, without limitation, an option of such obligor under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more) from, the date of the creation thereof.

“ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States of America.

“ Governmental Authority ” means the government of

(a) the United States of America or any state or other political subdivision thereof, or

(b) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Schedule B-7

“ Guaranty ” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“ Guaranty Agreement ” means, collectively (a) the guaranty agreements delivered by Smucker LLC pursuant to the terms of Section 4.10, and (b) any Guaranty executed and delivered in favor of the holders of Notes in form and substance satisfactory to the Required Holders.

“ holder ” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

“ Indebtedness ” with respect to any Person means, at any time, without duplication:

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

Schedule B-8

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all of its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) Swaps of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

“ Institutional Investor ” means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

“ Intercreditor Agreement ” is defined in Section 4.11.

“ Lease Rentals ” means, with respect to any period, the sum of the minimum amount of rental and other obligations required to be paid during such period by the Company or any Subsidiary as lessee under all leases of real or personal property (other than Capital Leases), excluding any amounts required to be paid by the lessee (whether or not therein designated as rental or additional rental) (a) which are on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges, or (b) which are based on profits, revenues or sales realized by the lessee from the leased property or otherwise based on the performance of the lessee.

“ Lien ” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“ Make-Whole Amount ” is defined in Section 8.7.

“ Material ” means material in relation to the business, operations, affairs, financial condition, assets, or properties of the Company and its Subsidiaries taken as a whole.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement and the Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its respective Guaranty Agreement or (d) the validity or enforceability of this Agreement, the Notes or any Guaranty Agreement.

Schedule B-9

“ Material Indebtedness Agreement ” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of the Company in excess of the amount of Fifteen Million Dollars ($15,000,000).

“ Multiemployer Plan ” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“ Net Proceeds Amount ” means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

(a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus

(b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.

“ 1999 Note Agreement ” means, collectively, those certain Note Purchase Agreements, each dated as of June 16, 1999, among the Company and each of the Persons listed on Schedule A thereto, as the same may be amended, restated, modified or otherwise supplemented and in effect from time to time.

“ Notes ” is defined in Section 1.1.

“ Obligors ” means, collectively, the Company and each Subsidiary Guarantor.

“ Offeree Letters ” is defined in Section 5.13.

“ Officer’s Certificate ” means a certificate of a Senior Financial Officer or of any other officer of the Company, or any Subsidiary, as the context may require, whose responsibilities extend to the subject matter of such certificate.

“ Ordinary Voting Power ” means the voting power attributable to all shares of Voting Stock of the Company for purposes of electing directors of the Company.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

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

“ Plan ” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

Schedule B-10

“ Preferred Stock ” means any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

“Primary Senior Debt ” means (a) the Bank Credit Agreement and (b) any other credit, loan or borrowing facility or note purchase agreement by the Company or any Subsidiary providing, in each case, for the incurrence of Senior Funded Debt in a principal amount equal to or greater than $120,000,000, in each case under clauses (a) and (b) as amended, restated, supplemented or otherwise modified and together with increases, refinancings and replacements thereof; provided that for purposes of compliance with Section 9.7 only, “Primary Senior Debt” shall exclude the Folgers Bank Credit Agreement (but it shall include any refinancings, extensions or replacements of the Folgers Bank Credit Agreement).

“ Priority Debt ” means the sum of (a) all Debt of the Company secured by Liens permitted by Section 10.6(g), (b) all Debt of Subsidiaries (other than (x) Debt held by the Company or a Wholly-Owned Subsidiary or (y) Debt of any Subsidiary Guarantor, so long as such Debt is subject to the terms of the Intercreditor Agreement) and (c) Consolidated Attributable Debt.

“ property” or “ properties ” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“ Property Reinvestment Application ” means, with respect to any Transfer of property, the satisfaction of each of the following conditions:

(a) an amount equal to the Net Proceeds Amount with respect to such Transfer shall have been applied to the acquisition by the Company, or any of its Subsidiaries making such Transfer, of property that upon such acquisition is unencumbered by any Lien (other than Liens described in subparagraphs (a) through (f), inclusive, of Section 10.6) and that

(i) constitutes property that is (x) property classifiable under GAAP as non-current to the extent that such proceeds are derived from the Transfer of property that was properly classifiable as non-current, and otherwise properly classifiable as either current or non-current, and (y) to be used in the ordinary course of business of the Company and the Subsidiaries, or

(ii) constitutes equity interests of a Person that shall be, on or prior to the time of such acquisition, a Subsidiary of the Company, and that shall invest the proceeds of such acquisition in property of the nature described in the immediately preceding clause (i); and

(b) the Company shall have delivered a certificate of a Responsible Officer of the Company to each holder of a Note referring to Section 10.7 or Section 10.8, as applicable, and identifying the property that was the subject of such Transfer, the Disposition Value of such property, and the nature, terms, amount and application of the proceeds from the Transfer.

Schedule B-11

“ Proposed Prepayment Date ” is defined in Section 8.3(c).

“ PTE ” means a United States Department of Labor Prohibited Transaction Class Exemption.

“ Purchasers ” means and includes each of the Persons listed in Schedule A.

“ QPAM Exemption ” is defined in Section 6.2(c).

“ Required Holders ” means, at any time, the holders of at least a majority in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“ Responsible Officer ” means any Senior Financial Officer and any other officer of the Company or any Subsidiary Guarantor with responsibility for the administration of the relevant portion of this Agreement.

“ Sale-and-Leaseback Transaction ” means a transaction or series of transactions pursuant to which the Company or any Subsidiary shall sell or transfer to any Person (other than the Company or a Subsidiary) any property, whether now owned or hereafter acquired, and, as part of the same transaction or series of transactions, the Company or any Subsidiary shall rent or lease as lessee (other than pursuant to a Capital Lease), or similarly acquire the right to possession or use of, such property or one or more properties which it intends to use for the same purpose or purposes as such property.

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

“ Security ” has the meaning set forth in Section 2(1) of the Securities Act.

“ Senior Financial Officer ” means the Chief Financial Officer, principal accounting officer, treasurer or controller of the Company.

“ Senior Funded Debt ” means all Funded Debt of the Company (other than Subordinated Funded Debt) and all Funded Debt of Subsidiaries.

“ Series ” means any series of Notes issued under this Agreement.

“ Seven-Year Notes ” is defined in Section 1.1.

“ Significant Subsidiary ” means at any time any Subsidiary that would at such time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the Securities and Exchange Commission as in effect on the date of the Closing) of the Company; provided that each Subsidiary Guarantor shall at all times be deemed a Significant Subsidiary.

“ Smucker Family ” means and includes Timothy P. Smucker, Richard K. Smucker, Susan Smucker Wagstaff and Marcella Smucker Clark, and their respective Families and Family Trusts.

“ Smucker LLC ” means J.M. Smucker LLC, an Ohio limited liability company.

Schedule B-12

“ Source ” is defined in Section 6.2.

“ Subordinated Funded Debt ” means any Funded Debt of the Company that is subordinated in right of payment or security to Funded Debt evidenced by the Notes, in each case, upon written terms and conditions reasonably satisfactory to the Required Holders.

“ Subsidiary ” means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“ Subsidiary Guarantor ” means, collectively, Smucker LLC and any other Subsidiary that has executed and delivered to the holders of Notes a Guaranty Agreement, together with an opinion of counsel to such Subsidiary in form and substance satisfactory to the Required Holders, evidence of proper corporate authorization and such other documents and instruments as may be reasonably requested by the Required Holders.

“ Subsidiary Stock ” means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

“ Survivor ” is defined in Section 10.2(a).

“ Swaps ” means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

“ Ten-Year Notes ” is defined in Section 1.1.

“ Transfer ” means, with respect to any Person, any transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property, including, without limitation, Subsidiary Stock. For purposes of determining the application of the Net Proceeds Amount in respect of any Transfer, the Company may designate any Transfer as one or more separate Transfers each yielding a separate Net Proceeds Amount. In any such case, the Disposition Value of any property subject to each such separate Transfer shall be determined by ratably

Schedule B-13

allocating the aggregate Disposition Value of all property subject to all such separate Transfers to each such separate Transfer on a proportionate basis.

“ 2000 Note Agreement ” means, collectively, those certain Note Purchase Agreements, each dated as of August 23, 2000, among the Company and each of the Persons listed on Schedule A thereto, as the same may be amended, restated, modified or otherwise supplemented and in effect from time to time.

“ 2004 Note Agreement ” means, that certain Note Purchase Agreement, dated as of May 27, 2004, among the Company and each of the Persons listed on Schedule A thereto, as the same may be amended, restated, modified or otherwise supplemented and in effect from time to time.

“ 2007 Note Agreement ” means, that certain Note Purchase Agreement, dated as of May 31, 2007, among the Company and each of the Persons listed on Schedule A thereto, as the same may be amended, restated, modified or otherwise supplemented and in effect from time to time.

“ USA Patriot Act ” means United States Public Law 107-56, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ Voting Stock ” means capital stock of any class or classes of a Person the holders of which are ordinarily, in the absence of contingencies, entitled to elect corporate directors (or Persons performing similar functions).

“ Wholly-Owned Subsidiary ” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

Schedule B-14

EXHIBIT 1(a)

[FORM OF TEN-YEAR NOTE]

THE J. M. SMUCKER COMPANY

6.63% SENIOR NOTE DUE NOVEMBER 1, 2018



No. R-[___]		[Date]
$[______]		PPN: 832696 C@5

FOR VALUE RECEIVED , the undersigned, THE J. M. SMUCKER COMPANY (herein called the “ Company ”), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to [__________________], or registered assigns, the principal sum of [__________________] DOLLARS ($[_________]) on November 1, 2018, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.63% per annum from the date hereof, payable semiannually, on the first day of May or November in each year, commencing with the May 1 or November 1 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below) payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.63% or (ii) 2% over the rate of interest publicly announced from time to time by JPMorgan Chase Bank, N.A. of New York in New York City, New York as its “base” or “prime” rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a Series of the 6.63% Senior Notes (herein called the “ Notes ”) issued pursuant to the Note Purchase Agreement, dated as of October 23, 2008 (as from time to time amended, the “ Note Purchase Agreement ”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (a) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) to have made the representations set forth in the last sentence of Section 6.1 and in Section 6.2 of the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the

Exhibit 1(a)-1

Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

THIS NOTE AND THE NOTE PURCHASE AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


	THE J. M. SMUCKER COMPANY
	By:
		Name:
		Title:

Exhibit 1(a)-2

EXHIBIT 1(b)

[FORM OF SEVEN-YEAR NOTE]

THE J. M. SMUCKER COMPANY

6.12% SENIOR NOTE DUE NOVEMBER 1, 2015



No. R-[___]		[Date]
$[_________]		PPN: 832696 C#3

FOR VALUE RECEIVED , the undersigned, THE J. M. SMUCKER COMPANY (herein called the “ Company ”), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to [_______________], or registered assigns, the principal sum of [____________] DOLLARS ($[__________________]) on November 1, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.12% per annum from the date hereof, payable semiannually, on the first day of May or November in each year, commencing with the May 1 or November 1 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below) payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.12% or (ii) 2% over the rate of interest publicly announced from time to time by JPMorgan Chase Bank, N.A. of New York in New York City, New York as its “base” or “prime” rate.

This Note is one of a Series of the 6.12% Senior Notes (herein called the “ Notes ”) issued pursuant to the Note Purchase Agreement, dated as of October 23, 2008 (as from time to time amended, the “ Note Purchase Agreement ”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (a) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) to have made the representations set forth in the last sentence of Section 6.1 and in Section 6.2 of the Note Purchase Agreement.

Exhibit 1(b)-1


	THE J. M. SMUCKER COMPANY
	By:
		Name:
		Title:

Exhibit 1(b)-2

EXHIBIT 4.4(a)

FORM OF OPINION OF COUNSEL FOR THE COMPANY AND SMUCKER LLC

SEE ATTACHED

Exhibit 4.4(a)

[omitted]

EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS

SEE ATTACHED

Exhibit 4.4(b)

[omitted]

EXHIBIT 4.10

FORM OF GUARANTY AGREEMENT

SEE ATTACHED

Exhibit 4.10

[omitted]

EXHIBIT 5.13

FORMS OF OFFEREE LETTERS

SEE ATTACHED

Exhibit 5.13

[omitted]

Exhibit 10.10

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT , dated as of November 6, 2008 (this “ Amendment ”) to that certain Note Purchase Agreement, dated as of October 23, 2008 (and as in effect immediately prior to the effectiveness of this Amendment, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its (i) 6.63% Senior Notes due November 1, 2018 in the aggregate principal amount of $376,000,000 and (ii) 6.12% Senior Notes Due November 1, 2015 in the aggregate principal amount of $24,000,000 (collectively, the “ Notes ”).

RECITALS:

A. The Noteholders are the holders of all of the outstanding Notes.

B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

C. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

NOW THEREFORE , for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 10.5 (Priority Debt).

Section 10.5 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.5 is hereby inserted in its place, to read as follows:

10.5 Priority Debt.

or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.5 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.2. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by amending and restating the definition of “Primary Senior Debt” to read as follows:

1.3. Amendment to Schedule B.

Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

“ Smucker LLC Debt ” means the $200,000,000 in principal amount of 6.60% Senior Notes issued by Smucker LLC due November 13, 2009.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

(b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

(f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

(g) neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office

of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person; and

4. EFFECTIVENESS.

4.1. Execution and Delivery of this Amendment .

The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC and the Required Holders.

4.2. Representations and Warranties .

4.3. No Injunction, Etc.

4.4. Amendment to 1999 Note Purchase Agreements.

The Company shall have delivered to the Noteholders a fully executed copy of that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of June 16, 1999, together with each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.5. Amendment to 2000 Note Purchase Agreements.

other instruments and agreements executed and/or delivered in connection therewith, each certified as true and correct by a Responsible Officer.

4.6. Amendment to 2004 Note Purchase Agreement.

4.7. Amendment to 2007 Note Purchase Agreement.

4.8. Guaranty of The Folgers Coffee Company.

The Folgers Coffee Company shall have executed and delivered to the Noteholders a guaranty agreement in the form attached as Exhibit A hereto.

4.9. Payment of Special Counsel Fees.

5. EXPENSES.

6. MISCELLANEOUS.

6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

[Remainder of page intentionally left blank. Next page is signature page.]


		Very truly yours,

		THE J. M. SMUCKER COMPANY

		By: Name:		/s/ Mark R. Belgya Mark R. Belgya
		Title:		Vice President, CFO and Treasurer


The foregoing is herby agreed to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

NEW ENGLAND LIFE INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager

FIRST METLIFE INVESTORS INSURANCE COMPANY
by Metropolitan Life Insurance Company, its Investment Manager

By: Name:		/s/ Judith A. Gulotta Judith A. Gulotta
Title:		Managing Director

(executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to First MetLife Investors Insurance Company as a Purchaser and New England Insurance Company as a Purchaser)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By: Name:		/s/ David A. Baras David A. Baras
Its:		Authorized Representative


THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT


By: Name:		/s/ David A. Baras David A. Baras
Its:		Authorized Representative


JACKSON NATIONAL LIFE INSURANCE COMPANY
By:	PPM America, Inc., as attorney in fact,
	on behalf of Jackson National Life Insurance Company

	By: Name:	/s/ Luke Stifflear Luke Stifflear
	Title:	Sr. Managing Director

HARTFORD LIFE INSURANCE COMPANY
HARTFORD INSURANCE COMPANY OF ILLINOIS
HARTFORD CASUALTY INSURANCE COMPANY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By:	Hartford Investment Management Company
	Their Agent and Attorney-in-Fact

	By: Name:	/s/ Matthew J. Poznar Matthew J. Poznar
	Title:	Senior Vice President


STATE FARM LIFE INSURANCE COMPANY

By: Name:		/s/ Julie Hoyer Julie Hoyer
Title:		Senior Investment Officer

By: Name:		/s/ Jeffrey T. Attwood Jeffrey T. Attwood
Title:		Investment Officer


STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY

By: Name:		/s/ Julie Hoyer Julie Hoyer
Title:		Senior Investment Officer

By: Name:		/s/ Jeffrey T. Attwood Jeffrey T. Attwood
Title:		Investment Officer


UNUM LIFE INSURANCE COMPANY OF AMERICA
By:	Provident Investment Management, LLC
Its:	Agent

	By: Name:	/s/ Ben Vance Ben Vance
	Title:	Vice President

COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
By:	Provident Investment Management, LLC
Its:	Agent

	By: Name:	/s/ Ben Vance Ben Vance
	Title:	Vice President

ING LIFE INSURANCE AND ANNUITY COMPANY
ING USA ANNUITY AND LIFE INSURANCE COMPANY
RELIASTAR LIFE INSURANCE COMPANY
SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	ING Investment Management LLC, as Agent

	By: Name:	/s/ Christopher P. Lyons Christopher P. Lyons
	Title:	Senior Vice President


CINCINNATI LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Thomas B. Houghton Thomas B. Houhton
	Title:	Vice President

THE MUTUAL SAVINGS LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Thomas B. Houghton Thomas B. Houhton
	Title:	Vice President

THE RELIABLE LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Thomas B. Houghton Thomas B. Houhton
	Title:	Vice President

FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Thomas B. Houghton Thomas B. Houhton
	Title:	Vice President

GREAT WESTERN INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Thomas B. Houghton Thomas B. Houhton
	Title:	Vice President


THE CATHOLIC AID ASSOCIATION
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Thomas B. Houghton Thomas B. Houhton
	Title:	Vice President

AMERICAN REPUBLIC INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Robert W. Thompson Robert W. Thompson
	Title:	Vice President

UNION NATIONAL LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Robert W. Thompson Robert W. Thompson
	Title:	Vice President

UNITED INSURANCE COMPANY OF AMERICA
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Robert W. Thompson Robert W. Thompson
	Title:	Vice President

SECURITY NATIONAL LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.

	By: Name:	/s/ Robert W. Thompson Robert W. Thompson
	Title:	Vice President


AXA EQUITABLE LIFE INSURANCE COMPANY

By: Name:		/s/ Amy Judd Amy Judd
Title:		Investment Officer


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

By:	Allianz of America, Inc. as the authorized signatory and investment manager

	By: Name:	/s/ Gary Brown Gary Brown
	Title:	Assistant Treasurer


THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By: Name:		/s/ Barry Scheinholtz Barry Scheinholtz
Title:		Senior Director, Private Placements

THE TRAVELERS INDEMNITY COMPANY

By: Name:		/s/ David D. Rowland David D. Rowland
Title:		SVP, Director Fixed Income Investments

MODERN WOODMEN OF AMERICA

By: Name:		/s/ Douglas A. Pannier Douglas A. Pannier
Title:		Portfolio Manager — Private Placements


THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent

	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements

AMERITAS LIFE INSURANCE CORP.
By:	Summit Investment Advisors, Inc., as Agent

	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements

ACACIA LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent

	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements


LIFE INSURANCE COMPANY OF THE SOUTHWEST

By: Name:		/s/ R. Scott Higgins R. Scott Higgins
Title:		Senior Vice President, Sentinel Asset Management

STANDARD INSURANCE COMPANY

By: Name:		/s/ Julie Grandstaff Julie Grandstaff
Title:		Vice President & Managing Director


COUNTRY LIFE INSURANCE COMPANY

By: Name:		/s/ John Jacobs John Jacobs
Title:		Director — Fixed Income

COUNTRY MUTUAL INSURANCE COMPANY

By: Name:		/s/ John Jacobs John Jacobs
Title:		Director — Fixed Income

COTTON STATES LIFE INSURANCE

By: Name:		/s/ John Jacobs John Jacobs
Title:		Director — Fixed Income

NATIONAL GUARDIAN LIFE INSURANCE COMPANY

By: Name:		/s/ R.A. Mucci R.A. Mucci
Title:		Senior Vice President & Treasurer

GUARANTOR ACKNOWLEDGEMENT

The undersigned hereby acknowledges and agrees to the terms of the First Amendment to Note Purchase Agreement, dated as of November 6, 2008 (the “ First Amendment ”), amending that certain Note Purchase Agreement, dated as of October 23, 2008 (the “ Note Purchase Agreement ”), among The J.M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the First Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

Dated as of November 6, 2008

Exhibit A
Form of The Folgers Coffee Company Guaranty Agreement

[omitted]

Exhibit 10.11

$350,000,000

CREDIT AGREEMENT

Dated as of October 31, 2008

among

THE FOLGERS COFFEE COMPANY,
as the Borrower,

BANK OF MONTREAL,
as Administrative Agent,

and

BANK OF AMERICA, N.A.,
as Syndication Agent,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC
and
BMO CAPITAL MARKETS,
as
Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS


	Page
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS		1
1.01 Defined Terms		1
1.02 Other Interpretive Provisions		18
1.03 Accounting Terms		19
1.04 Rounding		20
1.05 Times of Day		20

ARTICLE II. THE COMMITMENTS AND LOANS		20
2.01 Loans		20
2.02 Borrowings, Conversions and Continuations of Loans		20
2.03 [Intentionally Omitted]		21
2.04 [Intentionally Omitted]		21
2.05 Prepayments		22
2.06 Termination of Commitments		23
2.07 Repayment of Loans		23
2.08 Interest		23
2.09 Fees		24
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		24
2.11 Evidence of Debt		25
2.12 Payments Generally; Administrative Agent’s Clawback		25
2.13 Sharing of Payments by Lenders		27

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		28
3.01 Taxes		28
3.02 Illegality		31
3.03 Inability to Determine Rates		31
3.04 Increased Costs; Reserves on Eurodollar Rate Loans		32
3.05 Compensation for Losses		33
3.06 Mitigation Obligations; Replacement of Lenders		33
3.07 Survival		34

ARTICLE IV. CONDITIONS PRECEDENT TO LOANS		34
4.01 Conditions of Loans		34

ARTICLE V. REPRESENTATIONS AND WARRANTIES		36
5.01 Existence, Qualification and Power		36
5.02 Authorization; No Contravention		36
5.03 Governmental Authorization; Other Consents		37
5.04 Binding Effect		37
5.05 Financial Statements; No Material Adverse Effect		37
5.06 Litigation		37
5.07 No Default		37
5.08 Ownership of Real Property; Liens		37
5.09 Environmental Compliance		38
5.10 Insurance		38


	Page
5.11 Taxes		38
5.12 ERISA Compliance		38
5.13 Subsidiaries; Equity Interests		39
5.14 Margin Regulations; Investment Company Act		39
5.15 Disclosure		39
5.16 Compliance with Laws		40
5.17 Intellectual Property; Licenses, Etc.		40
5.18 Solvency		40
5.19 Labor Matters		40
5.20 Compliance with Anti-Terrorism Laws		40
5.21 Related Documents		41

ARTICLE VI. AFFIRMATIVE COVENANTS		41
6.01 Financial Statements		42
6.02 Certificates; Other Information		42
6.03 Notices		44
6.04 Payment of Obligations		45
6.05 Preservation of Existence, Etc.		45
6.06 Maintenance of Properties		45
6.07 Maintenance of Insurance		45
6.08 Compliance with Laws		45
6.09 Books and Records		46
6.10 Inspection Rights		46
6.11 Use of Proceeds		46
6.12 Further Assurances		46
6.13 Compliance with Environmental Laws		46
6.14 Other Covenants		47

ARTICLE VII. NEGATIVE COVENANTS		47
7.01 Liens		47
7.02 Investments		48
7.03 Indebtedness		50
7.04 Fundamental Changes		51
7.05 Dispositions		51
7.06 Restricted Payments		52
7.07 Change in Nature of Business		52
7.08 Transactions with Affiliates		52
7.09 Burdensome Agreements		52
7.10 Use of Proceeds		53
7.11 Consolidated Leverage Ratio		53
7.12 Amendment, Etc. of Related Documents and Indebtedness		53

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES		53
8.01 Events of Default		53
8.02 Remedies Upon Event of Default		55
8.03 Application of Funds		55

ARTICLE IX. ADMINISTRATIVE AGENT		56
9.01 Appointment of Administrative Agent		56


	Page
9.02 Delegation of Duties		56
9.03 Exculpatory Provisions		57
9.04 Reliance by the Administrative Agent		57
9.05 Notice of Default		57
9.06 Non-Reliance on Administrative Agent and Other Lenders		58
9.07 Indemnification		58
9.08 Administrative Agent in Its Individual Capacity		59
9.09 Successor Administrative Agent		59
9.10 Notices from Administrative Agent to Lenders		59
9.11 Syndication Agent and Arrangers		59

ARTICLE X. MISCELLANEOUS		60
10.01 Amendments, Etc.		60
10.02 Notices; Effectiveness; Electronic Communication		60
10.03 No Waiver; Cumulative Remedies; Enforcement		63
10.04 Expenses; Indemnity; Damage Waiver		63
10.05 Payments Set Aside		65
10.06 Successors and Assigns		65
10.07 Treatment of Certain Information; Confidentiality		68
10.08 Right of Setoff		69
10.09 Interest Rate Limitation		69
10.10 Counterparts; Integration; Effectiveness		70
10.11 Survival of Representations and Warranties		70
10.12 Severability		70
10.13 Replacement of Lenders		70
10.14 Governing Law; Jurisdiction; Etc		71
10.15 Waiver of Jury Trial		72
10.16 No Advisory or Fiduciary Responsibility		72
10.17 Electronic Execution of Assignments and Certain Other Documents		73
10.18 USA PATRIOT Act		73

iii

SCHEDULES

2.01 Commitments and Applicable Percentages

5.13 Subsidiaries and Other Equity Investments

5.17 Intellectual Property Conflicts

7.01 Existing Liens

7.02 Existing Investments

7.03 Existing Indebtedness

10.02 Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

A Form of Committed Loan Notice

B Form of Note

C Form of Compliance Certificate

D-1 Form of Assignment and Assumption

D-2 Form of Administrative Questionnaire

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “ Agreement ”) is entered into as of October 31, 2008, by and among THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “ Borrower ”), each lender from time to time party hereto (each individually, a “ Lender ” and, collectively, the “ Lenders ”), and BANK OF MONTREAL, as Administrative Agent.

PRELIMINARY STATEMENTS :

The Borrower, a wholly-owned Subsidiary of The Procter & Gamble Company, an Ohio corporation (the “ Parent ”), has agreed to acquire the Coffee Business of the Parent pursuant to various agreements between the Borrower and the Parent, in connection with which (a) the Parent will contribute the Coffee Business to the Borrower; (b) the Borrower will assume certain of the liabilities related thereto; and (c) the Borrower will pay to the Parent a cash payment, distribution or combination of the foregoing (the “ Dividend ”) of approximately $350,000,000. The transactions described in this paragraph are hereinafter collectively referred to as the “ Transaction ”.

The Borrower has requested that the Lenders provide a term loan facility in order to finance the payment of the Dividend to the Parent and the Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“ Administrative Agent ” means Bank of Montreal in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this Credit Agreement.

“ Anti-Terrorism Laws ” means Executive Order No. 13224, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control and any similar laws relating to terrorism.

“ Applicable Percentage ” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Facility represented by (a) on or prior to the Closing Date, such Lender’s Commitment at such time and (b) thereafter, the principal amount of such Lender’s Loans at such time. If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 , or if the Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of the Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate for the fiscal quarter ending December 31, 2008, 1.250% per annum and (b) thereafter the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as calculated on the last day of the immediately preceding fiscal quarter:


Applicable Rate
	Consolidated	Eurodollar
Pricing Level	Leverage Ratio	Rate
1	<1.50:1		1.250	%
2	³ 1.50:1 but £ 2.25:1		1.375	%
3	>2.25:1		1.750	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date the applicable Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means Banc of America Securities LLC and BMO, acting under its trade name BMO Capital Markets, in their capacities as joint lead arrangers and joint book managers.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit D-1 or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“ Audited Financial Statements ” means the combined financial data of the Coffee Business derived from the Parent’s audited consolidated balance sheet for the fiscal years ended June 30, 2006, June 30, 2007 and June 30, 2008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal years of the Coffee Business, including the notes thereto.

“ Base Rate ” means for any day the greater of (a) the rate of interest announced or otherwise established by the Administrative Agent from time to time as its prime commercial rate, or its equivalent, for Dollar-denominated loans to borrowers located in the United States as in effect on such day (it being acknowledged and agreed that such rate may not be the Administrative Agent’s best or lowest rate), (b) the sum of (i) the Federal Funds Rate plus (ii) ¹ / 2 of 1% and (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1 ^3/8 % (for the avoidance of doubt, such rate for any such day shall be based on the rate appearing on the applicable screen at approximately 11:00 am London time on such day). Any change in the Base Rate resulting from a change in the prime commercial rate, the Federal Funds Rate or the Eurodollar Rate to be effective as the date of the relevant change in such prime commercial rate, the Federal Funds Rate or the Eurodollar Rate, respectively.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ BMO ” means Bank of Montreal and its successors.

“ Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .

“ Business Day ” means (a) any day that is not a Saturday, Sunday or other day on which national banking associations are authorized or required to close and (b) if the applicable Business Day relates to a Eurodollar Rate Loan, a day of the year on which dealings in deposits are carried on in the London interbank Eurodollar market.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens permitted hereunder):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” means an event or series of events by which:

(a) prior to the Merger, the Borrower shall cease to be a direct or indirect wholly-owned Subsidiary of the Parent; or

(b) subsequent to the Merger, the Borrower shall cease to be a direct or indirect wholly-owned Subsidiary of Smucker.

Notwithstanding the foregoing, neither the Merger nor any of the other transactions contemplated by the Transaction Agreement shall constitute a Change of Control.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 .

“ Code ” means the Internal Revenue Code of 1986.

“ Coffee Business ” has the meaning ascribed to such term by the Separation Agreement.

“ Commitment ” means, as to each Lender, its obligation to make a Loan to the Borrower pursuant to Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Commitments of all of the Lenders as in effect on the Closing Date is $350,000,000.

“ Committed Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .

“ Consolidated Depreciation and Amortization Charges ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements, and general intangibles in accordance with GAAP.

“ Consolidated EBITDA ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Earnings for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Earnings: (i) Consolidated Interest Expense for such period, (ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation and Amortization Charges, (iv) non-recurring charges and expenses not to exceed $100,000,000 in connection with the Transaction, the Merger, this Agreement and other related transactions and (v) non-cash stock compensation expense. For purposes of determining the Consolidated Leverage Ratio, Consolidated EBITDA for the fiscal quarters ending June 30, 2008, March 31, 2008 and December 31, 2007 will be deemed to be $82,900,000, $80,100,000 and $120,000,000, respectively.

“ Consolidated Income Tax Expense ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all provisions for taxes based on the gross or net income of the Borrower and its Subsidiaries (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto) and all franchise taxes, as determined in accordance with GAAP.

“ Consolidated Interest Expense ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, interest expense determined on a consolidated basis and in accordance with GAAP.

“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date (excluding any Guarantee of the Obligations of any Person which has Control of the Borrower) to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

“ Consolidated Net Earnings ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income (loss) of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period determined in accordance with GAAP.

“ Consolidated Total Indebtedness ” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, all Indebtedness (including, but not limited to, current long-term and subordinated indebtedness, if any) determined in accordance with GAAP.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to the Base Rate plus 2% per annum; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Eurodollar Rate Loan plus 2% per annum.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale,

assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dividend ” has the meaning specified in the Preliminary Statements.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and

Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041(c) or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ Eurodollar Rate ” means, for any Borrowing of Eurodollar Rate Loans (or, as applicable, for the purpose of determining the Base Rate for any day by reference to a one month Interest Period), a rate per annum determined in accordance with the following formula:


Eurodollar Rate	=	LIBOR
		1 – Eurodollar Reserve Percentage

“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“ Eurodollar Reserve Percentage ” means, for any Borrowing of Eurodollar Rate Loans, the daily average for the applicable Interest Period of the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any supplemental, marginal, and emergency reserves) are imposed during such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”, as defined in such Board’s Regulation D (or in respect of any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined or any category of extensions of credit or other assets that includes loans by non-United States offices of any Lender to United States residents), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the Eurodollar Rate Loans shall be deemed to be “eurocurrency liabilities” as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excluded Issuance ” by any Person means an issuance and sale of an Equity Interest in such Person in connection with the Merger or as otherwise contemplated by the Related Documents.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) any taxes imposed on or measured in whole or in part by revenue, net income, franchise taxes or other taxes imposed (in lieu of net income taxes), by the United States, or by the jurisdiction under the laws of which such recipient (i) is organized or incorporated, (ii) maintains its principal lending office or, in the case of any Lender, its applicable Lending Office with respect to this Agreement, (iii) is doing business other than a business resulting from entering into this Agreement or receiving any payment or enforcing any right under this Agreement or (iv) has a present or former connection other than a connection resulting from entering into this Agreement, receiving any payment or enforcing any right under this Agreement, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a), (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii) , and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13 ), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii) , except in the case of clause (i), to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (iii) .

“ Facility ” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Commitments at such time and (b) thereafter, the aggregate principal amount of the Loans of all Lenders outstanding at such time.

“ Federal Funds Rate ” means, for any day, the rate determined by the Administrative Agent to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Administrative Agent at approximately 11:00 a.m. (Eastern time) (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers selected by the Administrative Agent for sale to the Administrative Agent at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined.

“ Fee Letter ” means the letter agreement, dated June 4, 2008, by and among the Borrower, the Administrative Agent, the Syndication Agent and the Arrangers.

“ Foreign Lender ” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,

infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, excluding in all cases trade payables in the ordinary course of business:

(a) all obligations of such Person to repay borrowed money, direct or indirect, incurred or assumed;

(b) all obligations of such Person to pay the deferred purchase price of capital assets;

(d) all obligations (contingent or otherwise) under or in respect of any letter of credit or banker’s acceptance;

(e) all net obligations (on a mark-to-market basis) under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or Swap Contract;

(f) all Synthetic Lease Obligations;

(g) all capital lease agreements that have been or should have capitalized on the books of such Person in accordance with GAAP;

(h) all obligations of such Person with respect to asset securitization financing programs;

(i) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person;

(j) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements, and

(k) any guaranty of any obligations described in subpart (a) through (j) hereof.

For all purposes hereof, including the computation of the Consolidated Leverage Ratio, (i) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person, (ii) the amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date, (iii) the amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date and (iv) the amount of any Guarantee shall be as provided in the definition thereof.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b) .

“ Information ” has the meaning specified in Section 10.07 .

“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Eurodollar Rate Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each January, April, July and October and the Maturity Date.

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the Maturity Date.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the assets of another Person or of a business unit of another Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IP Rights ” has the meaning specified in Section 5.17 .

“ IRS ” means the United States Internal Revenue Service.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Lender ” means (a) at any time on or prior to the Closing Date, any Lender that has a Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Loans at such time.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ LIBOR ” means, for an Interest Period for a Borrowing of Eurodollar Rate Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, or (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in Dollars in immediately available funds are offered to the Administrative Agent at 11:00 a.m. (London, England time) two Business Days before the beginning of such Interest Period by three or more major banks in the interbank eurodollar market selected by the Administrative Agent for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the Eurodollar Rate Loan scheduled to be made as part of such Borrowing.

“ LIBOR Index Rate ” means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of 1%) for deposits in Dollars for a period equal to such Interest Period, which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two Business Days before the commencement of such Interest Period.

“ LIBOR01 Page ” means the display designated as “Reuters Screen LIBOR01 Page” (or such other page as may replace the LIBOR01 Page on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollar deposits).

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower pursuant to Section 2.01 in the form of a term loan.

“ Loan Documents ” means, collectively, (a) this Agreement (including any amendment hereto), (b) the Notes, (c) the Fee Letter, and (d) each other document delivered by the Loan Parties to or in favor of the Administrative Agent or the Lenders pursuant hereto.

“ Loan Parties ” means, collectively, the Borrower and any Person that enters into a Loan Document (other than the Administrative Agent and the Lenders).

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the business, operations, affairs, financial condition, assets or property of the

Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Maturity Date ” means the earlier of (a) November 15, 2009 and (b) the date which is one year and one day following the consummation of the Merger; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day.

“ Merger ” means the merger of the Merger Sub with and into the Borrower pursuant to the Transaction Agreement.

“ Merger Sub ” means Moon Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Smucker.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Cash Proceeds ” means with respect to any Disposition by the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by the Borrower or such Subsidiary in connection with such transaction, (C) income taxes reasonably estimated to be payable in connection with such Disposition, and (D) the amount of any reserve established for contingent liabilities associated with such Disposition, and, with respect to the sale or issuance of any Equity Interest by the Borrower or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other out-of-pocket expenses, incurred by the Borrower or such Subsidiary in connection therewith.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, similar charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Outstanding Amount ” means, at any time, the aggregate outstanding principal amount of Loans after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“ Parent ” has the meaning specified in the Preliminary Statements.

“ Participant ” has the meaning specified in Section 10.06(d) .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established solely by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” has the meaning specified in Section 6.02 .

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Register ” has the meaning specified in Section 10.06(c) .

“ Related Documents ” means the Transaction Agreement, the Separation Agreement, the Voting Agreement dated as of June 4, 2008 by and among the Parent and certain shareholders of Smucker, and the other “Ancillary Agreements” (as defined in the Separation Agreement).

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the Facility on such date; provided that the portion of the Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, vice president of finance, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of notices given pursuant to Article II , any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Separation Agreement ” means that certain Separation Agreement dated as of June 4, 2008 by and among the Borrower, the Parent and Smucker.

“ Smucker ” means The J. M. Smucker Company, an Ohio corporation.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does

not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Syndication Agent ” means Bank of America, N.A. in its capacity as syndication agent under this Agreement, or any successor syndication agent.

“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Threshold Amount ” means $30,000,000.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.

“ Transaction ” has the meaning specified in the Preliminary Statements.

“ Transaction Agreement ” means that certain Transaction Agreement dated as of June 4, 2008 by and among the Borrower, the Parent, Smucker and the Merger Sub.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities over the value of assets of the Pension Plan. For this purpose, the accrued benefit liabilities of a Pension Plan for a plan year shall be the Pension Plan’s “current liability” determined under Section 412(1)(7) of the Code or the Pension Plan’s “funding target” determined under Section 430(d)(1) of the Code (without regard to Section 430(i)(1) of the Code), as applicable, for the plan year, and the value of the assets for such plan year shall be such value as is used pursuant to Section 412 or Section 430 of the Code, as applicable, for purposes of determining the annual contribution requirements with respect to the Pension Plan for such plan year.

“ United States ” and “ U.S. ” mean the United States of America.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,”

“ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms. (a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

(d) Closing Date Deliverable . With respect to the calculation of the Consolidated Leverage Ratio to be delivered on the Closing Date pursuant to Section 4.01(a)(vi) , all financial data, financial calculations and related definitions, including, without limitation, the definitions of “Consolidated Depreciation and Amortization Charges,” “Consolidated EBITDA,” “Consolidated Income Tax Expense,” “Consolidated Interest Expense,” “Consolidated Leverage Ratio,” “Consolidated Net Earnings” and “Consolidated Total Indebtedness” shall be computed with respect to the Coffee Business based upon historical combined financial data of the Coffee Business derived from the Parent’s financial statements and accounting records as specified in publicly available documents filed in connection with the Transaction.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II.
THE COMMITMENTS AND LOANS

2.01 Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single term loan to the Borrower on the Closing Date in an amount not to exceed such Lender’s Applicable Percentage of the Facility. The Borrowing on the Closing Date shall consist of Loans made simultaneously by the Lenders in accordance with their respective Applicable Percentage of the Facility. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (Eastern time) (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of

Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the Facility, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) . In the case of the initial Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 10:00 a.m. (Eastern time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 , the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of BMO with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the continuance of an Event of Default, the Administrative Agent may, at the direction of the Required Lenders, by written election delivered to the Borrower, suspend the ability of the Borrower to continue or convert to Eurodollar Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in BMO’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Facility.

2.03 [Intentionally Omitted].

2.04 [Intentionally Omitted].

2.05 Prepayments.

(a) Optional . The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Eastern time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(b) Mandatory . (i) If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by subsections (a) through (h) of Section 7.05 ) which results in the realization by such Person of Net Cash Proceeds in excess of $100,000,000 in the aggregate from the Closing Date to the Maturity Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such excess Net Cash Proceeds promptly, and in any event within five Business Days, upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iv) below); provided , however , that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i) , at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or within five Business Days of the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, either (x) such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent) or (y) a definitive agreement shall have been entered into committing the Borrower or such Subsidiary to make such purchase; and provided further , however , that any Net Cash Proceeds not subject to such definitive agreement or so reinvested by such date shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i) .

(ii) Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests (other than Excluded Issuances or any sales or issuances of Equity Interests to another Loan Party), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly, and in any event within five Business Days, upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below).

(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03 ) after the Closing Date, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below).

(iv) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied to the principal of the Loans and shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(c) Anything contained in this Agreement to the contrary notwithstanding, the aggregate principal amount of all Loans outstanding as of such date plus any accrued and unpaid interest and fees shall be prepaid in full on the date 31 days after the Closing Date unless (i) on or prior to such 31st day the Merger shall have been consummated substantially in accordance with the terms of the Transaction Agreement and the other Related Documents and (ii) as of such 31 ^st day (A) none of the conditions precedent set forth in the Transaction Agreement or any of the other Related Documents shall have been waived in any respect materially adverse to the Lenders, other than with the consent of the Required Lenders, and (B) neither the Transaction Agreement nor any other Related Document shall have been amended in any respect materially adverse to the Lenders, other than with the consent of the Required Lenders.

2.06 Termination of Commitments. The aggregate Commitments shall be automatically and permanently reduced to zero on the date of the initial Borrowing.

2.07 Repayment of Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Loans outstanding on such date.

2.08 Interest.

(a) Subject to the provisions of Section 2.08(b) , (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the written election of the Administrative Agent, at the direction of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees. (a) Duration Fee . On each of the 90th, 180th and 270th days after the Closing Date, the Borrower will pay to the Administrative Agent for the ratable benefit of the Lenders in accordance with their Applicable Percentage a fee equal to 0.25% of the aggregate principal amount of the then outstanding Loans.

(b) Other Fees . The Borrower shall pay to the Arrangers, the Syndication Agent and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans when the Base Rate is determined by BMO’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of any Loan Party or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period. This paragraph shall not limit the rights of the

Administrative Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII .

2.11 Evidence of Debt.

The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General . All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 p.m. (Eastern time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m. (Eastern time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative

Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.04(c) .

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing

arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . (i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower . Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.

(c) Tax Indemnifications . (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make

payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments . Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01 , the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation . (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,

(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(I) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II) executed originals of Internal Revenue Service Form W-8ECI,

(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,

(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or

(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(iii) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be

materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(f) Treatment of Certain Refunds . Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar

Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan , or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate);

(ii) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to

time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13 ;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04 , or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , the Borrower may replace such Lender in accordance with Section 10.13 .

3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV.
CONDITIONS PRECEDENT TO LOANS

4.01 Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least three Business Days prior to the Closing Date;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;

(iv) a certificate signed by a Responsible Officer of the Borrower certifying and attaching thereto as being valid and in full force and effect the following: (i) its charter (or similar formation document) and any amendments thereto, certified by the appropriate Governmental Authority, (ii) its bylaws (or similar governing document) and any amendments thereto and (iii) its good standing or similar certificates evidencing that the Borrower is validly existing, in good standing and qualified to engage in business in the State of Delaware and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v) a favorable opinion of Jones Day, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and addressing such matters concerning the Borrower and the Loan Documents as the Lenders may reasonably request;

(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the following representations and warranties are true as of the Closing Date: (1) the representations and warranties made by or with respect to the Parent in the Transaction Agreement to the extent, but only to the extent, that Smucker or the Merger Sub has the right to terminate its obligations under the Transaction Agreement as a consequence of a breach of any such representations or warranties and (2) the representations and warranties of the Borrower set forth in Sections 5.01 , 5.02 (excluding clause (b)(i) thereof), 5.03 , 5.04 , 5.14 and 5.16 hereto; (B) that since June 30, 2007, no event or condition has occurred that has had or could be reasonably expected, either individually or in the aggregate, to result in a “Coffee Business MAE” (as defined in the Transaction Agreement); (C) that the Parent has conveyed, or caused the conveyance of, the “Folgers Assets” (as defined in the Separation Agreement) (other than the “Brazilian Assets” as defined in the side letter agreement dated the date hereof and executed by the Parent, the Borrower, Smucker and Merger Sub) to the Borrower in accordance with Section 1.2 of the Separation Agreement; and (D) subject to Section 1.03(d) , a calculation of the Consolidated Leverage Ratio as of June 30, 2008;

(vii) a certificate attesting to the Solvency of the Borrower before and after giving effect to the Transaction, from a responsible financial officer;

(viii) copies of each of the Related Documents executed on or prior to the Closing Date, duly executed by the parties thereto, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; and

(ix) no fewer than five Business Days prior to the Closing Date, documentation and information regarding the Borrower required to be delivered in order to comply with Section 10.18 hereto and applicable Anti-Terrorism Laws.

(b) After giving effect to the transactions contemplated hereby, neither the Borrower nor any of its Subsidiaries shall have outstanding any Indebtedness or preferred stock, other than

(i) Indebtedness incurred pursuant to the Loan Documents and (ii) other Indebtedness listed on Schedule 7.03 .

(c) No litigation shall be pending or threatened that restrains, enjoins or otherwise prohibits the ability of the Borrower to enter into this Agreement or the other Loan Documents or that restrains, enjoins or otherwise prohibits the Lenders from entering into or consummating the financing contemplated hereby.

(d) (i) All fees required to be paid to the Administrative Agent, the Syndication Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.

(e) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced and delivered to the Borrower prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Without limiting the generality of the provisions of the last sentence of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. The Borrower (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which it is a party has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the

terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any provision of any Law except to the extent such violation could not reasonably be expected to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Coffee Business as of the date thereof and the results of operations of the Coffee Business for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) Since June 30, 2008, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, overtly threatened at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither the Borrower nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Ownership of Real Property; Liens. Each of the Borrower and each Subsidiary has title to, or valid leasehold interests in, all material real property necessary or used

in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The real property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01 .

5.09 Environmental Compliance. The Borrower and its Subsidiaries are in compliance with all material Environmental Laws.

5.10 Insurance. Prior to the consummation of the Merger, the properties of the Borrower and its Subsidiaries are insured in an manner consistent with past practices, and after the consummation of the Merger, the properties of the Borrower and its Subsidiaries will be insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies similarly situated and engaged in the same or similar businesses as the Borrower and its Subsidiaries.

5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal, state income and other material tax returns and reports required to be filed, and have paid all Federal, state income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is or is proposed to be party to any tax sharing agreement other than the Tax Matters Agreement among the Borrower, the Parent and Smucker to be entered into in connection with the Merger as contemplated by the Transaction Agreement.

5.12 ERISA Compliance.

(a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and applicable Federal Laws except for any such noncompliance that would not result in a Material Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would reasonably be expected to cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the knowledge of the Borrower, overtly threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur that would have a Material Adverse Effect; (ii) as of the first day of the most recent plan year of a Pension Plan for which the sponsor of the Pension Plan has received an actuarial valuation report, no Pension Plan has any Unfunded Pension Liability that could reasonably be expected to have a Material Adverse Effect; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that would have a Material Adverse Effect; (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be reasonably expected to be subject to Section 4069 or 4212(c) of ERISA.

5.13 Subsidiaries; Equity Interests. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or applicable Subsidiary in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens. As of the Closing Date, neither the Borrower nor any Subsidiary has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 . Part (c) of Schedule 5.13 shows as of the Closing Date the jurisdiction of the Borrower’s incorporation, the address of its principal place of business and its U.S. taxpayer identification number. As of the Closing Date, the copy of the charter of the Borrower and each amendment thereto provided pursuant to Section 4.01(a)(iv) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the Closing Date.

5.14 Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of any of the Loans will be used for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of the FRB.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15 Disclosure. As of the Closing Date, the Borrower has disclosed to the Administrative Agent and the Lenders all known facts that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished)

contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole and in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16 Compliance with Laws. The Borrower and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except as set forth on Schedule 5.17 .

5.18 Solvency. As of the Closing Date, the Borrower and its Subsidiaries on a consolidated basis are (and after giving effect to the Loans hereunder and the Transaction will be) Solvent.

5.19 Labor Matters. Neither the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonable be expected to have a Material Adverse Effect. There is (a) no significant unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them before the National Labor Relations Board or any similar Governmental Authority in any jurisdiction, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them, (b) no significant strike, labor dispute, slowdown or stoppage is pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries and (c) to the best knowledge of the Borrower, no question concerning union representation exists with respect to the employees of the Borrower or any of its subsidiaries, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect.

5.20 Compliance with Anti-Terrorism Laws.

(a) Neither the Borrower nor any of its Subsidiaries is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, in each case in any respect that could reasonably be expected to have a Material Adverse Effect.

(b) Except as could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries nor their agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each a “ Blocked Person ”):

(i) a person that is listed in the annex to Executive Order No. 13224;

(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to Executive Order No. 13224;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

(v) a person that is named as a “specially designated national” on the most current list published by the United States Treasury Department’s Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(vi) a person who is affiliated or associated with a person listed above.

Neither the Borrower nor any of its Subsidiaries, nor to the knowledge of the Borrower any of its agents acting in any capacity in connection with the Loans or other transactions hereunder, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, in each case in any respect that could reasonably be expected to have a Material Adverse Effect.

5.21 Related Documents. The Borrower has delivered to the Administrative Agent true, complete and correct copies of the currently existing Related Documents (including all schedules, exhibits, annexes, amendments, supplements, modifications, and all other material documents delivered pursuant thereto or in connection therewith) and such Related Documents are in effect. The Related Documents as originally executed and delivered by the parties thereto have not been amended, terminated, waived, supplemented or modified (a) except as disclosed to the Lenders or (b) in any manner materially adverse to the Lenders except with the consent of the Required Lenders.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Loan or other Obligation (other than any contingent obligations for indemnity and the like) hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 , and 6.03 ) cause each Subsidiary to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by a Responsible Officer of the Borrower as fairly presenting, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Borrower as fairly presenting, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(c) , the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

(b) promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements, if any, which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any statement or report furnished to all of the Borrower’s shareholders generally;

(e) not later than five Business Days after receipt thereof by the Borrower or any Subsidiary thereof, copies of all material, non-routine notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or material instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party;

(f) not later than five Business Days following the consummation of, the Merger, an incumbency certificate and/or such other certificates of Responsible Officers of the Borrower as the Administrative Agent may require to evidence the identity, authority and capacity, on a post-Merger basis, of each Responsible Officer of the Borrower authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; and

(g) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 ; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent if requested to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Syndication Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent, the Syndication Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”

6.03 Notices. Promptly notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or, in the Borrower’s good faith judgment, could reasonably be expected to result, in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, in each case, to the extent the Borrower reasonably believes that such breach, non-performance, dispute, litigation investigation, proceeding, suspension or development could reasonably be expected to result in a Material Adverse Effect;

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, including any determination by the Borrower referred to in Section 2.10(b) ; and

(e) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(i) , (ii) occurrence of any sale of capital stock or other Equity Interests for which the Borrower is

required to make a mandatory prepayment pursuant to Section 2.05(b)(ii) , and (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii) .

Each notice pursuant to this Section 6.03 (other than Section 6.03(e) ) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons similarly situated and engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance; provided , that prior to the consummation of the Merger, the Borrower and its Subsidiaries may maintain insurance in a manner consistent with past practices.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b)

the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and a single Lender (on behalf of all Lenders) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided , however , unless an Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Administrative Agent and such Lender for more than one visit or inspection in any twelve month period; provided , further , that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. The proceeds of the Loans shall be used to finance the Dividend.

6.12 Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and duly execute and deliver, or cause to be duly executed and delivered, to Administrative Agent such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Administrative Agent to carry out more effectively the provisions and purposes of this Agreement or any other Loan Document.

6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws, except to the extent that failure to so obtain, renew, conduct or undertake could not reasonably be expected to have a Material Adverse Effect; provided , however , that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.14 Other Covenants. If at any time after the Closing Date the Borrower incurs additional material Indebtedness in an aggregate principal amount in excess of $50,000,000 pursuant to any agreement (any such agreement, an “ Additional Debt Agreement ”) containing one or more Financial Covenants (as hereinafter defined) that are either not contained in this Agreement or are contained in this Agreement but are more favorable to the lenders under such Additional Debt Agreement than are the terms of this Agreement to the Lenders, this Agreement shall, without any further action on the part of the Borrower or the Lenders, be deemed to be amended automatically to include each such additional or more favorable Financial Covenant, unless the Required Lenders provide written notice to the Borrower to the contrary within 30 days after having received written notice from the Borrower of the effectiveness of such additional or more favorable Financial Covenant. No consummation of any such Additional Debt Agreement that results in any Financial Covenant becoming less restrictive shall be effective as a modification, amendment or waiver under this Agreement. The Borrower further covenants promptly to execute and deliver at its expense (including, without limitation, attorneys’ fees and expenses) an amendment to this Agreement in form and substance satisfactory to the Required Lenders, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such additional or more favorable Financial Covenant as provided for in this Section 6.14 . The provisions of this Section 6.16 shall apply successively to each change in a Financial Covenant contained in any such Additional Debt Agreement. For purposes of this Section 6.14 , “ Financial Covenant ” shall mean any covenant or equivalent provision (including, without limitation, any default or event of default provision and definitions of defined terms used therein) requiring the Borrower (a) to maintain any level of financial performance (including, without limitation, a specified level of net worth, total assets, cash flow or net income), (b) not to exceed any maximum level of Indebtedness, (c) to maintain any relationship of any component of its capital structure to any other component thereof (including, without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth), or (d) to maintain any measure of its ability to service its indebtedness (including, without limitation, falling below any specified ratio of revenues, cash flow or net income to interest expense, rental expense, capital expenditures and/or scheduled payments of Indebtedness).

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Loan or other Obligation (other than contingent obligations for indemnity and the like) hereunder shall remain unpaid or unsatisfied, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b) , (iii) the

direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b) ;

(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) ;

(i) Liens securing Indebtedness permitted under Section 7.03(d) ; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;

(j) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.03(e) ; and

(k) Other Liens securing Indebtedness at no time exceeding $20,000,000 in aggregate principal amount.

7.02 Investments. Make any Investments, except:

(a) Investments held by the Borrower or such Subsidiary in the form of Cash Equivalents;

(b) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, and (ii) so long as no Event of Default has occurred and is continuing or would result from such Investment, additional Investments by the Borrower or its Subsidiaries in Subsidiaries of the Borrower, provided , that Investments made pursuant to this clause (ii) from the date hereof through and until the consummation of the Merger shall not exceed $25,000,000 in the aggregate;

(c) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(d) Guarantees permitted by Section 7.03 ;

(e) Investments existing on the date hereof and listed on Schedule 7.02 ;

(f) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly or indirectly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(f) :

(i) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same as or similar to one or more of the principal businesses of the Borrower and its Subsidiaries (it being understood and agreed that any business or property which is in the food and beverage industry shall satisfy this sub-clause (i));

(ii) the total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Borrower and its Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Subsidiaries pursuant to this Section 7.02(f) , shall not exceed an aggregate amount equal to (A) from the date hereof through and until the consummation of the Merger, $25,000,000 or (B) from the date hereof through the Maturity Date, $100,000,000;

(iii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 7.11 , such compliance to be determined on the basis of the

financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby;

(iv) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this Section 7.02(f) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; provided , that after the consummation of the Merger, the Borrower shall only be required to deliver a certificate pursuant to this Section 7.02(f)(iv) if the aggregate consideration for such purchase or acquisition exceeds $50,000,000; and

(g) other Investments not exceeding $50,000,000 in the aggregate; and

(h) the Transactions.

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding (or commitments existing) on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;

(c) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(d) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i) ; provided , however , that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $35,000,000;

(e) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.02(f) , which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower);

(f) Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower and Guarantees by the Borrower of Indebtedness of any Person which has Control of the Borrower; and

(g) unsecured Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;

(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary;

(d) in connection with any acquisition permitted under Section 7.02 , any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower.

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary;

(e) Dispositions permitted by Section 7.04 ;

(f) non-exclusive licenses of IP Rights in the ordinary course of business;

(g) Dispositions of property pursuant to the Related Documents; and

(h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 ; provided that (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the Borrower complies with Section 2.05(b)(i) with respect to the Net Cash Proceeds thereof, and (iii) the aggregate book value of all property Disposed of in reliance on this Section 7.05(h) in any fiscal year shall not exceed $100,000,000.

provided , however , that any Disposition pursuant to clauses (c) and (h) shall be for fair value.

7.06 Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a) the Borrower may pay the Dividend;

(b) each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and

(c) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person.

The restriction on Restricted Payments set forth in this Section 7.06 shall cease to be of any force or effect immediately following the consummation of the Merger.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related, incidental or similar thereto (it being understood and agreed that any business which is in the food and beverage industry shall not violate this Section 7.07 ).

7.08 Transactions with Affiliates. Enter into any material transaction of any kind with any Affiliate of the Borrower, other than on terms no less favorable (considered as a whole) to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions (i) between or among the Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries of the Borrower or (ii) consummated pursuant to the Related Documents.

7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided , however , that this clause (iii) shall not prohibit any negative pledge (x) contained in the Transaction Agreement which by its terms is effective until the consummation

of the Merger or (y) incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10 Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11 Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter to be greater than 1.75:1.00.

7.12 Amendment, Etc. of Related Documents and Indebtedness.

(a) prior to the consummation of the Merger, amend, modify or change in any manner materially adverse to the Lenders, any term or condition of any Related Document or give any consent, waiver or approval thereunder materially adverse to the Lenders or (b) take any other action in connection with any Related Document that would impair the value of the interest or rights of any Loan Party thereunder or that would impair the rights or interests of the Administrative Agent or any Lender in any material respect.

Notwithstanding anything herein to the contrary, from and after the Merger, nothing in this Article VII shall directly or indirectly encumber or restrict the ability of the Borrower or any Subsidiary to take any action (including, the payment of any dividend or distribution, the making of any loan or advance or the transfer of any asset) if and to the extent that the existence of such encumbrance or restriction would violate any “restrictive agreements” or similar covenant which is contained in any revolving credit facility (as in effect on the date hereof) of any Person having Control of the Borrower upon consummation of the Merger and which on or prior to the date hereof has been disclosed to the Lenders in writing making reference to this provision.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment . The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five days after the same becomes due, any interest on any Loan or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants . The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01 , 6.02 , 6.03 , 6.05 , 6.10 or 6.11 or Article VII ; or

(c) Other Defaults . The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default . (i) The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount or (iii) there occurs any “default” or “event of default” under any instrument or written agreement (A) which is entered into with or for the express benefit of the Administrative Agent and the Lenders and (B) which is entered into by any Person which is, at the time of such occurrence, an Affiliate of the Borrower; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 45 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment . (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 45 days after its issue or levy; or

(h) Judgments . There is entered against the Borrower or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA . An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which would be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k) Change of Control . There occurs any Change of Control.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in

the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) arising under the Loan Documents and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01 Appointment of Administrative Agent. Each of the Lenders hereby irrevocably designates and appoints BMO as the administrative agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, as the administrative agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative Agent.

9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The

Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.03 Exculpatory Provisions. Neither the Administrative Agent nor any of its respective trustees, officers, directors, employees, agents, attorneys-in-fact or Affiliates shall (a) be liable to any Lender (or any Lender’s participants) for any action lawfully taken or omitted to be taken by them or such Person under or in connection with this Agreement or the other Loan Documents (except for its or such Person’s own gross negligence or willful misconduct), or (b) be responsible in any manner to any Lender (or any Lender’s participants) for any recitals, statements, representations or warranties made by the Borrower or any Subsidiary thereof or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or for any failure of the Borrower or any Subsidiary thereof to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any Subsidiary thereof.

9.04 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower or any Subsidiary thereof), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.06 . The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes.

9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall promptly give notice thereof to the Lenders. The Administrative Agent shall take

such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) continue making Loans to the Borrower on behalf of the Lenders in reliance on the provisions of Section 2.01 and take such other action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

9.06 Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower and its Subsidiaries which may come into the possession of the Administrative Agent, or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

9.07 Indemnification. The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), in proportion to each Lender’s Applicable Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the Notes) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to the Administrative Agent hereunder for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s gross negligence or willful misconduct or resulting solely from transactions or occurrences that occur at a time after such Lender has assigned all of its interests, rights and obligations under this Agreement pursuant to Section 10.06 or, in the case of a Lender to which an assignment is made hereunder pursuant to

Section 10.06 , at a time before such assignment. The agreements in this subsection shall survive the payment of the Notes, the Obligations and all other amounts payable hereunder and the termination of this Agreement.

9.08 Administrative Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and its Subsidiaries as if the Administrative Agent were not the Administrative Agent hereunder. With respect to its Commitments, the Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have and may exercise the same rights and powers under this Agreement and the other Loan Documents and is subject to the same obligations and liabilities as and to the extent set forth herein and in the other Loan Documents for any other Lender. The terms “Lenders” or “Required Lenders” or any other term shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or one of the Required Lenders.

9.09 Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a Lender as the successor, which successor agent shall, unless an Event of Default shall have occurred and be continuing, be subject to approval by the Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders (or, if no Lender accepts such appointment, then Administrative Agent may appoint any other financial institution not then a Lender). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent’s resignation hereunder, the provisions of this Article IX and Section 10.04 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

9.10 Notices from Administrative Agent to Lenders. The Administrative Agent shall promptly, upon the written request from any Lender, forward to such Lender copies of any written notices, reports or other information supplied to it by the Borrower (but which the Borrower is not required to supply directly to the Lenders).

9.11 Syndication Agent and Arrangers. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, the Syndication Agent and the Arrangers are named as such for recognition purposes only, and in their capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that the Syndication Agent and the Arrangers shall be entitled to all indemnification and reimbursement rights in favor of the “Administrative Agent” as provided for under Section 9.07 . Without limitation of the foregoing, the Syndication Agent and the Arrangers shall not, solely by

reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

ARTICLE X.
MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments pursuant to Section 2.05(b) ) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the second proviso to this Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or terminate any election of the Required Lenders to require the Borrower to pay interest at the Default Rate;

(d) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; or

(e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender.

and, provided further , that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR

ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent and Lenders . The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13 ), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses . The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) Indemnification by the Borrower . The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold

each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, the Transaction or the Related Documents or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 ), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d) .

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended

recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments . All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival . The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b) , (ii) by way of participation in accordance with the provisions of Section 10.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that

the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Borrower . No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

(vii) No Prohibited Transaction . Notwithstanding any other provisions of this Agreement to the contrary, no Lender may sell, assign or transfer all or any part of its rights and obligations under this Agreement if such sale, assignment or transfer would result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.06(c) , from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d) .

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that

(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to Section 10.06(e) , the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with disclosure of such fact to the Borrower and with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same

as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

For purposes of this Section, “ Information ” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of

the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Loan, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06 ), all of its interests, rights and obligations under this Agreement and the related

Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b) ;

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION . THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE . THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Syndication Agent and the Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Syndication Agent and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Syndication Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Syndication Agent, or the Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly

set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Syndication Agent, the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Syndication Agent, or the Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Syndication Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


		THE FOLGERS COFFEE COMPANY

		By:		/s/ J. Douglas Gerstle

		Name:		J. Douglas Gerstle

		Title:		Vice President and Assistant Treasurer

Signature Page to Credit Agreement


		BANK OF MONTREAL, as Administrative Agent and as a Lender

		By:		/s/ Betzaida Erdelyi

		Name:		Betzaida Erdelyi

		Title:		Director

Signature Page to Credit Agreement


		BANK OF AMERICA, N.A., as a Lender

		By:		/s/ J. Casey Cosgrove

		Name:		J. Casey Cosgrove

		Title:		Vice President

Signature Page to Credit Agreement

SCHEDULE 2.01

COMMITMENTS
AND APPLICABLE PERCENTAGES


Lender	Commitment		Applicable Percentage

Bank of Montreal	$	175,000,000		50.000000000	%
Bank of America, N.A.	$	175,000,000		50.000000000	%
Total	$	350,000,000		100.000000000	%

Schedule 2.01

SCHEDULE 5.13

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

Schedule 5.13

[omitted]

SCHEDULE 7.01

EXISTING LIENS

Schedule 7.01

[omitted]

SCHEDULE 7.02

EXISTING INVESTMENTS

Schedule 7.02

[omitted]

SCHEDULE 7.03

EXISTING INDEBTEDNESS

Schedule 7.03

[omitted]

SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE;
CERTAIN ADDRESSES FOR NOTICES


THE FOLGERS COFFEE COMPANY:

Attention:
Telephone:
Telecopier:
Electronic Mail:                      @
Website Address:      www.
U.S. Taxpayer Identification Number:

ADMINISTRATIVE AGENT:

Administrative Agent’s Office
(for payments and Requests for Loans):

Bank of Montreal
BMO Agency Services
115 South LaSalle Street — 11C
Chicago, IL 60603
Attention: Kevin Houlahan
Telephone: (312) 461-2841
Telecopier: (312) 765-8078
Bank: Harris Bank N.A. (Chicago, IL)
Credit to Bank of Montreal Chicago Branch
Account No.: 183-320-1
Ref: The Folgers Coffee Company
ABA# 071000288

Other Notices as Administrative Agent:

Bank of Montreal
BMO Agency Services
115 South LaSalle Street — 11C
Chicago, IL 60603
Attention: Maria Torres
Telephone: (312) 461-5417
Telecopier: (312) 461-5955

Schedule 10.02

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date: ,

To: Bank of Montreal, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 31, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among The Folgers Coffee Company, a Delaware corporation (the “ Borrower ”), the Lenders from time to time party thereto, and Bank of Montreal, as Administrative Agent.

The undersigned hereby requests (select one):

o A Borrowing of Loans o A conversion or continuation of Loans


1.	On	(a Business Day).


4.		For Eurodollar Rate Loans: with an Interest Period of months.

5.		Loan proceeds should be transferred to the following account of the Borrower:

		Bank:
		Address:
		Account No.:
		ABA#:
		Reference:

The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.


		THE FOLGERS COFFEE COMPANY

		By:


		Name:


		Title:

A-1
Form of Committed Loan Notice

EXHIBIT B

FORM OF NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”) hereby promises to pay to or its registered assigns (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 31, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of Montreal, as Administrative Agent.

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

B-1
Form of Note

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


		THE FOLGERS COFFEE COMPANY

		By:


		Name:


		Title:

B-2
Form of Note

LOANS AND PAYMENTS WITH RESPECT THERETO

Amount of

Principal or

Outstanding

End of

Interest

Principal

Type of

Amount of

Interest

Paid This

Balance

Notation

Date

Loan Made

Period

Date

This Date

Made By

B-3
Form of Note

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ,,

To: Bank of Montreal, as Administrative Agent

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Borrower has delivered the year-end financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

C-1
Form of Compliance Certificate

[select one:]

[to the knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[to the knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Section 5.05(a) of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information is set forth on Schedule 1 attached hereto and is in form and substance consistent with past practices as previously disclosed and approved by the Administrative Agent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of , .


		THE FOLGERS COFFEE COMPANY

		By:

		Name:

		Title:

C-2
Form of Compliance Certificate

For the Quarter/Year ended

SCHEDULE 1
to the Compliance Certificate
($ in 000’s)

(See attached)

C-3
Form of Compliance Certificate

[omitted]

EXHIBIT D-1

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] ¹ Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] ² Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] ³ hereunder are several and not joint.] ⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each


¹		For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²		For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³		Select as appropriate.

⁴		Include bracketed language if there are either multiple Assignors or multiple Assignees.

D-1-1
Form of Assignment and Assumption

such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


1.		Assignor[s] :



2.		Assignee[s] :

		[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]]

3.		Borrower: The Folgers Coffee Company

4.		Administrative Agent : Bank of Montreal, as the administrative agent under the Credit Agreement

5.		Credit Agreement : Credit Agreement, dated as of October 31, 2008, among The Folgers Coffee Company, the Lenders from time to time party thereto, and Bank of Montreal, as Administrative Agent

6.		Assigned Interest[s] :

Aggregate

Percentage

Amount of

Assigned of

Commitment/Loans

Commitment/

CUSIP

Assignor[s] ⁵

Assignee[s] ⁶

for all Lenders ⁷

Assigned

Loans ⁸

Number

[7.

Trade Date : ] ⁹


⁵		List each Assignor, as appropriate.

⁶		List each Assignee, as appropriate.

⁷		Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁸		Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁹		To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

D-1-2
Form of Assignment and Assumption

Effective Date: , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


	ASSIGNOR
	[NAME OF ASSIGNOR]

	By:
		Title:

	ASSIGNEE
	[NAME OF ASSIGNEE]

	By:
		Title:
[Consented to and] ¹⁰ Accepted:

BANK OF MONTREAL, as Administrative Agent	By:
Title:

[Consented to:] ¹¹


By:
Title:


¹⁰		To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹¹		To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

D-1-3
Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) , (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms

D-1-4
Form of Assignment and Assumption

all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

D-1-5
Form of Assignment and Assumption

EXHIBIT D-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE

[to be attached]

D-2-1
Form of Administrative Questionnaire

Exhibit 10.12

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “ Amendment ”) is entered into as of November 6, 2008, by and among THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “ Borrower ”), BANK OF MONTREAL, individually and as administrative agent (the “ Administrative Agent ”), and the other lenders signatory hereto.

RECITALS

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of October 31, 2008 (the “ Credit Agreement ”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendments to Credit Agreement . Upon the “Amendment No. 1 Effective Date” (as defined below), the Credit Agreement shall be amended as follows:

(A) The following definitions in Article I are amended in their entirety to read as follows:

“ Applicable Rate ” means (a) from the Closing Date to the Amendment No. 1 Effective Date, 1.250% per annum, (b) from and including the Amendment No. 1 Effective Date to but excluding the date on which the Administrative Agent receives a Guarantor Compliance Certificate for the fiscal quarter ending January 31, 2009, 1.375% per annum and (c) thereafter the applicable percentage per annum set forth below determined by reference to the Guarantor Consolidated Leverage Ratio as calculated on the last day of the immediately preceding fiscal quarter:


Applicable Rate
	Guarantor
Pricing	Consolidated	Eurodollar
Level	Leverage Ratio	Rate
1	<1.50:1		1.250	%
2	³ 1.50:1 but £ 2.25:1		1.375	%
3	>2.25:1		1.750	%

Any increase or decrease in the Applicable Rate resulting from a change in the Guarantor Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date the applicable Guarantor Compliance Certificate is delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

“ Loan Documents ” means, collectively, (a) this Agreement (including any amendment hereto), (b) the Notes, (c) the Guaranty, (d) the Fee Letter and (e) each other document delivered by the Loan Parties to or in favor of the Administrative Agent or the Lenders pursuant hereto.

“ Loan Parties ” means, collectively, the Borrower, and after the Merger, the Guarantors.

(B) New definitions are added to Article I in appropriate alphabetical order reading as follows:

“ Amendment No. 1 ” means the Amendment No. 1 to Credit Agreement dated as of November 6, 2008, by and among, the Borrower, the Administrative Agent and the Lenders signatory thereto.

“ Amendment No. 1 Effective Date ” has the meaning set forth in the Amendment No. 1.

“ Guarantor Compliance Certificate ” means a certificate substantially in the form of Exhibit A attached to the Obligations Guaranty to which Smucker is a party.

“ Guarantor Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended; provided , however , for purposes hereof, all references to “the Borrower and its Subsidiaries” in definitions directly or indirectly comprising a portion of the definition of “Consolidated Total Indebtedness” and “Consolidated EBITDA” shall be deemed references to “Smucker and its Subsidiaries.”

“ Guarantors ” means, collectively, after the Merger, Smucker and J.M. Smucker LLC.

“ Guaranty ” means the Guaranty dated as of October 31, 2008 made by the Guarantors in favor of the Administrative Agent and the Lenders, which Guaranty became effective upon consummation of the Merger.

(i) following the Merger, Dispositions of property by the Borrower or any Subsidiary to Smucker or any Subsidiary thereof that are permitted by Section 5.12(c) , (d) or (e) of the Smucker Credit Agreement as in effect on October 31, 2008.

provided , however , that any Disposition pursuant to clauses (c) and (h) shall be for fair value.

(D) Section 7.08 is amended by adding a new clause (iii) as follows:

(iii) after the consummation of the Merger, among the Borrower and/or its Subsidiaries and Smucker and/or its Subsidiaries (a) to the extent permitted by Section 7.05(i) or (b) where the Borrower reasonably determines in good faith such transaction is beneficial to the Borrower and such transaction is not entered into for the purpose of hindering the exercise by the Administrative Agent or the Lenders of their rights and remedies under this Agreement.

(E) Section 7.09 is amended by restating clause (b) thereof as follows:

(b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person (except any Contractual Obligation arising pursuant to the Note Purchase Agreement (as defined in the Smucker Credit Agreement)).

(F) Article VII is amended by restating the final paragraph thereof as follows:

Notwithstanding anything herein to the contrary, from and after the Merger, nothing in this Article VII shall directly or indirectly encumber or restrict the ability of the Borrower or any Subsidiary to (a) make, directly or indirectly, any Capital Distribution (as defined in the Smucker Credit Agreement) to any Borrower (as defined in the Smucker Credit Agreement) or Guarantor of Payment (as defined in the Smucker Credit Agreement), (b) make, directly or indirectly, loans or advances or capital contributions to any Borrower (as defined in the Smucker Credit Agreement) or Guarantor of Payment (as defined in the Smucker Credit Agreement) or (c) transfer, directly or indirectly, any of the properties or assets of the Borrower or any Subsidiary to any Borrower (as defined in the Smucker Credit Agreement) or Guarantor of Payment (as defined in the Smucker Credit Agreement); except, with respect to (a), (b) or (c), for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, or (iii) customary restrictions in security agreements or mortgages securing Indebtedness of a Company (as defined in the Smucker Credit Agreement), or capital leases, of a Company (as defined in the Smucker Credit Agreement) to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease.

(G) A new Section 8.01(l) is added as follows:

(l) Guaranty Default . Any “Guarantor Event of Default” (under and as defined in the Guaranty) shall occur.

(H) Section 8.01(e) is amended by deleting clause (iii) thereof.

(I) Section 10.01 is amended by adding a new clause (f) as follows:

(f) release any Guarantor from the Guaranty (or any other Guarantee of the Obligations) without the written consent of each Lender.

2. Representations and Warranties of the Borrower . The Borrower represents and warrants that:

(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, have received all approvals, consents, exemptions, authorizations or other action by or notice to or filing with any Governmental Authority or any other Person, and do not and will not (i) contravene the terms of the Borrower’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x) any material Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (iii) violate any provision of any Law except to the extent such violation could not reasonably be expected to have a Material Adverse Effect.

(b) This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

(c) Each of the representations and warranties contained in the Credit Agreement is true and correct on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date.

(d) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

3. Amendment No. 1 Effective Date . This Amendment shall become effective upon (a) the consummation of the Merger, (b) the execution and delivery hereof by the Borrower, the Administrative Agent and each of the Lenders and (c) the receipt by the Administrative Agent from Jones Day of a written legal opinion (addressed to the Administrative Agent and the Lenders) in form and substance satisfactory to the Administrative Agent (the “ Amendment No. 1 Effective Date ”) (and prior to such consummation, execution and delivery and receipt, this Amendment shall not be effective).

4. Reference to and Effect Upon the Credit Agreement .

(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

5. Costs and Expenses . The Borrower hereby affirms its obligation under Section 10.04 of the Credit Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

8. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.


THE FOLGERS COFFEE COMPANY		BANK OF MONTREAL ,
		individually and as Administrative Agent

By:	/s/ Mark R. Belgya	By:	/s/ Betzaida Erdelyi

Name:	Mark R. Belgya	Name:	Betzaida Erdelyi

Its:	Vice President & Chief Financial Officer	Its:	Director

		BANK OF AMERICA, N.A.

		By:	/s/ J. Casey Cosgrove

		Name:	J. Casey Cosgrove

		Its:	Vice President

Exhibit 10.13

GUARANTY

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of the credit to be extended to THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “ Borrower ”) pursuant to the Credit Agreement (as defined below), the undersigned (each a “ Guarantor ” and, collectively, the “ Guarantors ”) hereby furnish this guaranty of the Guaranteed Obligations (as defined below) for the benefit of the Guaranteed Parties (as defined below) as follows:

1. Guaranty. Subject to Section 21 below, each Guarantor jointly and severally hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Guaranteed Parties arising under the Credit Agreement or the other Loan Documents (including all renewals, extensions, amendments and other modifications thereof and all costs, attorneys’ fees and expenses incurred by a Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “ Debtor Relief Laws ”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “ Guaranteed Obligations ”). The Guaranteed Parties’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and, absent manifest error, shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations (other than the indefeasible payment in full of the Guaranteed Obligations) which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

2. No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder to the extent permitted by applicable law without setoff or counterclaim and free and clear of and without deduction for any Taxes unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon either Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Guaranteed Parties, on the date on which such amount is due and payable hereunder, the full amount of any Indemnified Taxes. Each Guarantor will deliver promptly to the Guaranteed Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

3. Rights of Lender. Each Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Guaranteed Parties in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

4. Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Guaranteed Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

5. Obligations Independent; Joint and Several . The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against either Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party. All obligations and undertakings of the Guarantors herein shall be the joint and several obligations and undertakings of each Guarantor.

6. Subrogation. The Guarantors shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Guaranteed Parties or facilities provided by the Guaranteed Parties with respect to the Guaranteed Obligations are terminated. If any amounts are paid to the Guarantors in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Guaranteed Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

7. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Guaranteed Parties or facilities provided by the Guaranteed Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or either Guarantor is made, or the Guaranteed Parties exercise their right of setoff, in

respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Guaranteed Parties in their good faith, reasonable business judgment) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Guaranteed Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

8. Subordination. Each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Guaranteed Parties so request, any such obligation or indebtedness of the Borrower to either Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Guaranteed Parties on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

9. Stay of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against either Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by such Guarantor immediately upon demand by the Guaranteed Parties.

10. Expenses . The Guarantors shall pay on demand all out-of-pocket expenses (including reasonable attorneys’ fees and expenses) relating to the enforcement or protection of the Guaranteed Parties’ rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any rights of the Guaranteed Parties in any proceeding any Debtor Relief Laws. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

11. Miscellaneous. No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Administrative Agent (with the consent of the Required Lenders (or, if so required by Section 10.01 of the Credit Agreement, all the Lenders)) and the Guarantors. No failure by the Guaranteed Parties to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Unless otherwise agreed by the Guaranteed Parties and the Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by the Guarantors for the benefit of the Guaranteed Parties or any term or provision thereof.

12. Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that the Guaranteed Parties have no duty, and such Guarantor is not relying on the Guaranteed Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other

guarantor (the guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information and any defense relating to the failure to provide the same).

13. Setoff. If and to the extent any payment is not made when due hereunder, the Guaranteed Parties may setoff and charge from time to time any amount so due against any or all of the Guarantors’ accounts or deposits with the Guaranteed Parties.

14. Representations and Warranties. Each Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to make and perform this Guaranty, and all necessary corporate (or the equivalent) authority has been obtained; (b) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, (i) the Note Purchase Agreement (as defined in the Smucker Credit Agreement) or (ii) any other material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected, except, with respect to the foregoing sub-clause (ii), to the extent any such conflict or violation could not reasonably be expected to have a Smucker Material Adverse Effect; and (d) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect.

15. Covenants. Each Guarantor covenants and agrees with the Guaranteed Parties that, so long as this Guaranty is in effect, (a) it will not permit the Smucker Interest Coverage Ratio determined as of the last day of any fiscal quarter, commencing on the last day of the fiscal quarter ending January 31, 2009, to be less than 3.50 to 1.00; (b) it will not permit the Smucker Consolidated Leverage Ratio, determined as of the last day of any fiscal quarter, commencing on the last day of the fiscal quarter ending January 31, 2009, to be greater than 3.00 to 1.00 and (c) at the times required by the Smucker Credit Agreement it shall deliver (or cause to be made available as provided therein) to the Administrative Agent and the Lenders the financial statements and other materials required to be delivered by Smucker pursuant to Section 5.3 thereof (except that (i) in lieu of the “Compliance Certificate” required thereby Smucker shall deliver a compliance certificate in the form of Exhibit A hereto and (ii) references in Section 5.3(e) of the Smucker Credit Agreement to “Agent” and “Lenders” shall, for purposes hereof, be deemed references to the Administrative Agent and the Lenders).

16. Guarantor Event of Default. Each of the following shall constitute a “Guarantor Event of Default”: (a) the Guarantors shall default in the due performance or observance of any term, covenant or agreement set forth in this Guaranty; (b) any representation, warranty, certification or statement of fact made by or on behalf of the Guarantors herein or in any document delivered in connection herewith shall be incorrect or misleading in any material respect when made or deemed made; (c) the occurrence of an “Event of Default” under and as defined in the Smucker Credit Agreement and (d) the Borrower fails within five Business Days of the date of the consummation of the Merger to execute and deliver (or cause to be executed and delivered) (i) an amendment to the Credit Agreement in the form of Exhibit B hereto (the “ Amendment ”) and (ii) the legal opinion contemplated by Section 3 of the Amendment. If a Guarantor Event of Default occurs and is continuing, the Guaranteed Parties shall be entitled to exercise all rights and remedies available to it under this Guaranty. The Guarantors acknowledge that a Guarantor Event of Default shall constitute an Event of Default under the Credit Agreement.

17. Indemnification and Survival. Without limitation on any other obligations of the Guarantors or remedies of the Guaranteed Parties under this Guaranty, the Guarantors shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Guaranteed Parties from and

against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses) that may be suffered or incurred by the Guaranteed Parties in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

18. GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that such Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Guaranteed Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Guaranteed Parties and their successors and assigns and the Guaranteed Parties may, without notice to the Guarantors and without affecting the Guarantors’ obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in New York, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Guaranteed Parties in connection with such action or proceeding shall be binding on the Guarantors if sent to the Guarantors by registered or certified mail at their address specified below or such other address as from time to time notified by the Guarantors. Each Guarantor agrees that the Guaranteed Parties may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations any and all information in the Guaranteed Parties’ possession concerning such Guarantor, this Guaranty and any security for this Guaranty. All notices and other communications to the Guarantors under this Guaranty shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to the Guarantors at their address set forth below or at such other address in the United States as may be specified by the Guarantors in a written notice delivered to the Guaranteed Parties at such office as the Guaranteed Parties may designate for such purpose from time to time in a written notice to the Guarantors.

19. WAIVER OF JURY TRIAL; FINAL AGREEMENT. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE GUARANTORS AND THE GUARANTEED PARTIES EACH IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE GUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

20. Further Assurances. Each Guarantor agrees, upon the written request of the Guaranteed Parties, to execute and deliver to such Guaranteed Parties, from time to time, any additional instruments or documents reasonably considered necessary by such Guaranteed Parties to cause this Guaranty to be, become or remain valid and effective in accordance with its terms.

21. Effectiveness. This Guaranty shall become effective immediately upon the consummation of the Merger (and prior to such consummation neither Guarantor shall have any liability hereunder in respect of the Guaranteed Obligations).

22. Definitions. Capitalized terms used herein which are not otherwise defined herein are used with the meanings ascribed to such terms in the Credit Agreement. For purposes of this Guaranty, the following terms shall have the following meanings:

“ Administrative Agent ” means Bank of Montreal in its capacity as administrative agent under the Credit Agreement.

“ Credit Agreement ” means that certain Credit Agreement dated as of the date hereof, among the Borrower, Bank of Montreal, individually and as administrative agent, and the lenders party thereto, as the same may from time to time be amended, modified or amended and restated.

“ Guaranteed Parties ” means the Administrative Agent, the Lenders and their respective successors and assigns.

“ Guarantor Event of Default ” means any of the events specified in Section 16 hereof.

“ Lenders ” means the “Lenders” under and as defined in the Credit Agreement.

“ Smucker ” means The J. M. Smucker Company, an Ohio corporation.

“ Smucker Consolidated Leverage Ratio ” means the “Guarantor Consolidated Leverage Ratio” as defined in the Credit Agreement after giving effect to the Amendment.

“ Smucker Credit Agreement ” means the Credit Agreement dated as of June 18, 2004, among Smucker, J.M. Smucker (Canada) Inc., the lenders party thereto and KeyBank National Association, as administrative agent, as amended through the date hereof and as further amended, restated or otherwise modified hereafter with the consent of the Required Lenders under the Credit Agreement explicitly acting in their capacity as such (and not in their capacity as lenders under the Smucker Credit Agreement) and without giving effect to any termination thereof (it being understood that following any such termination a circumstance constituting an “Event of Default” under such agreement as in effect immediately prior to such termination shall constitute a Guarantor Event of Default under Section 16(c) above).

“ Smucker Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four fiscal quarters most recently ended to (b) Consolidated Interest Charges for such four fiscal quarter period. For purposes of this definition, “Consolidated EBITDA” and “Consolidated Interest Expense” shall each have the meaning ascribed to such term by the Credit Agreement except that all references to “the Borrower and its Subsidiaries” in such definitions (or in definitions directly or indirectly comprising a portion thereof) in the Credit Agreement shall be deemed references to “Smucker and its Subsidiaries”.

“ Smucker Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, affairs, financial condition, assets or property of Smucker and its Subsidiaries taken as a whole; (b) a material impairment of the ability of either Guarantor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against either Guarantor of any Loan Document to which it is a party.

[Signatures on Following Page]

Executed this ___ day of October, 2008.


		THE J. M. SMUCKER COMPANY

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya

		Title:		Vice President, CFO & Treasurer

		J.M. SMUCKER LLC

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya

		Title:		Vice President, CFO & Treasurer


		Address:		The J. M. Smucker Company
				One Strawberry Lane
				Orrville, Ohio 44667

EXHIBIT A

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:

To: Bank of Montreal, as Administrative Agent and the Lenders

Ladies and Gentlemen:

Reference is made to that certain Guaranty, dated as of October 31, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Guaranty ;” the terms defined therein being used herein as therein defined), by The J. M. Smucker Company (“ Smucker ”) and J.M. Smucker LLC (collectively, the “ Guarantors ”) in favor of the Lenders and Bank of Montreal, as Administrative Agent.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Smucker, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent and the Lenders on behalf of Smucker, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Smucker has delivered the year-end audited financial statements required by Section 15(c) of the Guaranty for the fiscal year of Smucker ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Smucker has delivered the unaudited financial statements required by Section 15(c) of the Guaranty for the fiscal quarter of Smucker ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Smucker and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Guaranty and has made, or has caused to be made under his/her supervision, a review of the transactions and financial condition of Smucker during the accounting period covered by such financial statements.

3. A review of the activities of Smucker during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Smucker performed and observed all its obligations under the Guaranty, and

[select one:]

A-1

[Such review did not disclose, and I have no knowledge of, the existence of any Guarantor Event of Default which has occurred and/or is continuing.]

—or—

[Such review disclosed that the following Guarantor Events of Default have occurred and/or are continuing:]

4. The representations and warranties of the Guarantors contained in Section 14 of the Guaranty, and any representations and warranties of the Guarantors that are contained in any document furnished at any time under or in connection with the Guaranty, are true and correct on and as of the date such representations were made.

5. Set forth on Schedule 1 attached hereto are true and accurate calculations of the financial covenants set forth in Section 15 of the Guaranty on and as of the date of this Certificate which are in form and substance consistent with past practices as previously disclosed and approved by the Administrative Agent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of , .


		THE J. M. SMUCKER COMPANY

		By:

		Name:

		Title:

A-2

For the Quarter/Year ended

SCHEDULE 1
to the Compliance Certificate
($ in 000’s)

(See attached)

A-3

[omitted]

EXHIBIT B

FORM OF AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “ Amendment ”) is entered into as of November 5, 2008, by and among THE FOLGERS COFFEE COMPANY, a Delaware corporation (the “ Borrower ”), BANK OF MONTREAL, individually and as administrative agent (the “ Administrative Agent ”), and the other lenders signatory hereto.

RECITALS

B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendments to Credit Agreement . Upon the “Amendment No. 1 Effective Date” (as defined below), the Credit Agreement shall be amended as follows:

(A) The following definitions in Article I are amended in their entirety to read as follows:


Applicable Rate
Pricing		Eurodollar
Level	Guarantor Consolidated Leverage Ratio	Rate
1	<1.50:1		1.250	%
2	³ 1.50:1 but £ 2.25:1		1.375	%
3	>2.25:1		1.750	%

B-1

“ Loan Parties ” means, collectively, the Borrower, and after the Merger, the Guarantors.

(B) New definitions are added to Article I in appropriate alphabetical order reading as follows:

“ Amendment No. 1 ” means the Amendment No. 1 to Credit Agreement dated as of November 5, 2008, by and among, the Borrower, the Administrative Agent and the Lenders signatory thereto.

“ Amendment No. 1 Effective Date ” has the meaning set forth in the Amendment No. 1.

“ Guarantor Compliance Certificate ” means a certificate substantially in the form of Exhibit A attached to the Obligations Guaranty to which Smucker is a party.

“ Guarantors ” means, collectively, after the Merger, Smucker and J.M. Smucker LLC.

B-2

provided , however , that any Disposition pursuant to clauses (c) and (h) shall be for fair value.

(D) Section 7.08 is amended by adding a new clause (iii) as follows:

(E) Section 7.09 is amended by restating clause (b) thereof as follows:

(F) Article VII is amended by restating the final paragraph thereof as follows:

Notwithstanding anything herein to the contrary, from and after the Merger, nothing in this Article VII shall directly or indirectly encumber or restrict the ability of the Borrower or any Subsidiary to (a) make, directly or indirectly, any Capital Distribution (as defined in the Smucker Credit Agreement) to any Borrower (as defined in the Smucker Credit Agreement) or Guarantor of Payment (as defined in the Smucker Credit Agreement), (b) make, directly or indirectly, loans or advances or capital contributions to any Borrower (as defined in the Smucker Credit Agreement) or Guarantor of Payment (as defined in the Smucker Credit Agreement) or (c) transfer, directly or indirectly, any of the properties or assets of the Borrower or any Subsidiary to any Borrower (as defined in the Smucker Credit Agreement) or Guarantor of Payment (as defined in the Smucker Credit Agreement); except, with respect to (a), (b) or (c), for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, or (iii) customary restrictions in security agreements or mortgages securing Indebtedness of a Company (as defined in the Smucker Credit Agreement), or capital leases, of a Company (as defined in the Smucker Credit Agreement) to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease.

(G) A new Section 8.01(l) is added as follows:

B-3

(l) Guaranty Default . Any “Guarantor Event of Default” (under and as defined in the Guaranty) shall occur.

(H) Section 8.01(e) is amended by deleting clause (iii) thereof.

(I) Section 10.01 is amended by adding a new clause (f) as follows:

(f) release any Guarantor from the Guaranty (or any other Guarantee of the Obligations) without the written consent of each Lender.

2. Representations and Warranties of the Borrower . The Borrower represents and warrants that:

(b) This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

(d) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

4. Reference to and Effect Upon the Credit Agreement .

(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

B-4

the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

[Signature pages follow]

B-5

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.


THE FOLGERS COFFEE COMPANY						BANK OF MONTREAL ,
						individually and as Administrative Agent

By:						By:

Name:						Name:

Its:						Its:

						BANK OF AMERICA, N.A.

						By:

						Name:

						Its:

B-6

Exhibit 10.14

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (as the same may hereafter be amended, supplemented or otherwise modified, this “ Guaranty ”), dated as of November 6, 2008, is by THE FOLGERS COFFEE COMPANY , a Delaware corporation (together with its successors and assigns, the “ Guarantor ,”) in favor of the Noteholders (defined below).

RECITALS:

WHEREAS , the J.M. Smucker Company, an Ohio corporation (together with its successors and assigns, the “ Company ”) has entered into those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007, that certain Fourth Amendment to Note Purchase Agreements, dated as of October 23, 2008, and that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, and as may be amended, modified, restated or replaced from time to time, the “ Note Purchase Agreement ”), with each of the purchasers listed on Schedule A attached thereto (collectively, the “ Purchasers ,” and together with their successors and assigns including, without limitation, future holders of the Notes (defined below), herein collectively referred to as the “ Noteholders ”), pursuant to which the Company, among other things, issued to the Purchasers its 6.77% Senior Notes due June 1, 2009, in the aggregate principal amount of $75,000,000 (as may be amended or modified, from time to time, the “ Notes ”);

WHEREAS , the Guarantor has become a Wholly-Owned Subsidiary of the Company; and

WHEREAS , the Company and the Guarantor are members of a group of related corporations, the success of any one of which is dependent in part on the success of the other members of such group; and

WHEREAS , the Guarantor wishes to guaranty the Company’s obligations to the Noteholders under or in respect of the Note Purchase Agreement as provided herein.

NOW THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

DEFINITIONS.

All capitalized terms used herein and not defined herein have the respective meanings given them in the Note Purchase Agreement.

GUARANTY.

2.1.

Guaranteed Obligations.

The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:

(a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and

(b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “ Guaranteed Obligations. ”

2.2. Payments and Performance.

In the event that the Company fails to make, on or before the due date thereof, any payment to be made in respect of the Guaranteed Obligations or if the Company shall fail to perform, keep, observe, or fulfill any other obligation referred to in clause 2.1(a) or clause 2.1(b) of Section 2.1 in the manner provided in the Note Purchase Agreement and the Notes, the Guarantor shall cause forthwith to be paid the moneys, or to be performed, kept, observed, or fulfilled each of such obligations, in respect of which such failure has occurred in accordance with the terms and provisions of the Note Purchase Agreement and the Notes. In furtherance of the foregoing, if an Event of Default shall exist under paragraph (g) or (h) of Section 11 of the Note Purchase Agreement, all of the Guaranteed Obligations shall forthwith become due and payable without notice, regardless of whether the acceleration of the Notes shall be stayed, enjoined, delayed or otherwise prevented.

Nothing shall discharge or satisfy the obligations of the Guarantor hereunder except the full and final performance and indefeasible payment of the Guaranteed Obligations.

2.3. Releases.

The Guarantor consents and agrees that, without any notice whatsoever to or by the Guarantor and without impairing, releasing, abating, deferring, suspending, reducing, terminating or otherwise affecting the obligations of the Guarantor hereunder, each Noteholder, by action or inaction, may:

(a) compromise or settle, renew or extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not, enforce, or may, by action or inaction, release all or any one or more parties to, any one or more of the Note Purchase Agreement, the Notes, or any other guaranty or agreement or instrument related thereto or hereto;

(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(c) grant waivers, extensions, consents and other indulgences of any kind whatsoever to the Company, the Guarantor or any other Person liable in any manner in respect of all or any part of the Guaranteed Obligations;

(d) amend, modify or supplement in any manner whatsoever and at any time (or from time to time) any one or more of the Note Purchase Agreement, the Notes, any other guaranty or any agreement or instrument related thereto or hereto;

(e) release or substitute any one of more of the endorsers or any other guarantors of the Guaranteed Obligations whether parties hereto or not; and

(f) sell, exchange, release, accept, surrender or enforce rights in, or fail to obtain or perfect or to maintain, or cause to be obtained, perfected or maintained, the perfection of any Lien or other security interest or charge on, by action or inaction, any property at any time pledged or granted as security in respect of the Guaranteed Obligations, whether so pledged or granted by the Company, the Guarantor or any other Person.

The Guarantor hereby ratifies and confirms any such action specified in this Section 2.3 and agrees that the same shall be binding upon the Guarantor, whether or not the Guarantor shall have consented thereto or received notice thereof. The Guarantor hereby waives any and all defenses, counterclaims or offsets which the Guarantor might or could have by reason thereof.

2.4. Waivers.

To the fullest extent permitted by law, the Guarantor hereby waives:

(a) notice of acceptance of this Guaranty;

(b) notice of any purchase or acceptance of the Notes under the Note Purchase Agreement, or the creation, existence or acquisition of any of the Guaranteed Obligations, subject to the Guarantor’s right to make inquiry of each Noteholder to ascertain the amount of the Guaranteed Obligations at any reasonable time;

(c) notice of the amount of the Guaranteed Obligations, subject to the Guarantor’s right to make inquiry of each Noteholder to ascertain the amount of the Guaranteed Obligations at any reasonable time;

(d) notice of adverse change in the financial condition of the Company or any other guarantor or any other fact that might increase the Guarantor’s risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(f) notice of any Default or Event of Default;

(g) all other notices and demands to which the Guarantor might otherwise be entitled (except if such notice or demand is specifically otherwise required to be given to the Guarantor under this Guaranty);

(h) the right by statute or otherwise to require any or each Noteholder to institute suit against the Company, the Guarantor or any other guarantor or to exhaust the rights and remedies of any or each Noteholder against the Company, the Guarantor, or any other guarantor, the Guarantor being bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to each Noteholder by the Guarantor;

(i) any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid) of the Company or by reason of the cessation from any cause whatsoever of the liability of the Company in respect thereof;

(j) any stay (except in connection with a pending appeal), valuation, appraisal, redemption or extension law now or at any time hereafter in force that, but for this waiver, might be applicable to any sale of property of the Guarantor made under any judgment, order or decree based on the Note Purchase Agreement, the Notes or this Guaranty, and the Guarantor covenants that it will not at any time insist upon or plead, or in any manner claim or take the benefit or advantage of, any such law; and

(k) at all times prior to the full and final performance and indefeasible payment of the Guaranteed Obligations, any claim of any nature arising out of any right of indemnity, contribution, reimbursement, indemnification or any similar right or any claim of subrogation (whether such right or claim arises under contract, common law or statutory or civil law) arising in respect of any payment made under this Guaranty or in connection with this Guaranty, against the Company or the Guarantor or the estate of the Company (including Liens on the property of the Company or the estate of the Company or the Guarantor), in each case whether or not the Company or the Guarantor at any time shall be the subject of any proceeding brought under any bankruptcy law, and the Guarantor further agrees that it will not file any claims against the Company or the Guarantor or the estate of the Company or the Guarantor in the course of any such proceeding or otherwise, and further agrees that each Noteholder may specifically enforce the provisions of this clause (k).

2.5. Marshaling; Invalid Payments.

The Guarantor consents and agrees:

(a) that each Noteholder, and each Person acting for the benefit of one or more of the Noteholders, shall be under no obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Guaranteed Obligations; and

(b) that, to the extent that the Company or the Guarantor makes a payment or payments to any Noteholder, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver, administrative receiver, administrator or any other party or officer under any bankruptcy law, insolvency, reorganization, recapitalization or other debtor relief law, other common or civil law, or equitable cause or judgment, order or decision thereunder, then, to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied thereby shall be revived and continued in full force and effect as if such payment or payments had not been made and the Guarantor shall be primarily liable for such obligation.

2.6. Immediate Liability.

The Guarantor agrees that the liability of the Guarantor in respect of this Guaranty shall be immediate and shall not be contingent upon the exercise or enforcement by any Noteholder or any other Person of whatever remedies such Noteholder or other Person may have against the Company, the Guarantor or any other guarantor or the enforcement of any Lien or realization upon any security such Noteholder or other Person may at any time possess.

2.7. Primary Obligations.

This Guaranty is a primary and original obligation of the Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and performance and shall remain in full force and effect regardless of any action by any Noteholder specified in Sections 2.3 or 2.8 hereof or any future changes in conditions, including, without limitation, change of law or any invalidity or irregularity with respect to the issuance or assumption of any obligations (including, without limitation, the Notes) of or by the Company, the Guarantor or any other guarantor, or with respect to the execution and delivery of any agreement (including, without limitation, the Notes and the Note Purchase Agreement) of the Company or any other Person.

2.8. No Reduction or Defense.

The obligations of the Guarantor under this Guaranty, and the rights of any Noteholder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever.

Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by:

(a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary or any of their respective Affiliates;

(b) any proceeding of, or involving, the Company, the Guarantor or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates;

(c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person;

(d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements;

(e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements;

(f) in respect of the Company or any other Person, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified;

(g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or

(h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under the Note Purchase Agreement or the Notes.

2.9. No Election.

right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by or on behalf of any Noteholder against the Company, the Guarantor or any other Person under any document or instrument evidencing obligations of the Company or such other Person to or for the benefit of such Noteholder shall serve to diminish the liability of the Guarantor under this Guaranty except to the extent that such Noteholder unconditionally shall have realized payment by such action or proceeding.

2.10. Individual Noteholder Rights.

Each of the rights and remedies granted under this Guaranty to each Noteholder in respect of the Notes held by such Noteholder may be exercised by such Noteholder without notice to, or the consent of or any other action by, any other Noteholder.

2.11. Enforcement.

Until all amounts which may be or become payable by the Company under or in connection with the Note Purchase Agreement and the Notes, or by the Guarantor under or in connection with this Guaranty, have been irrevocably paid in full, any Noteholder (or any trustee or agent on its behalf) may refrain from applying or enforcing any security or rights held or received by such Noteholder (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same.

2.12. Other Enforcement Rights.

Each Noteholder may proceed to protect and enforce this Guaranty by suit or suits or proceedings in equity, at law or in bankruptcy or insolvency, and whether for the specific performance of any covenant or agreement contained herein or in execution or aid of any power herein granted; or for the recovery of judgment for the obligations hereby guaranteed or for the enforcement of any other proper, legal or equitable remedy available under applicable law.

2.13. Restoration of Rights and Remedies.

If any Noteholder shall have instituted any proceeding to enforce any right or remedy against the Guarantor under this Guaranty or otherwise and such proceeding shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such Noteholder, then and in every such case each such Noteholder, the Company and the Guarantor shall, except as may be limited or affected by any determination in such proceeding, be restored severally and respectively to its respective former position hereunder, and thereafter the rights and remedies of such Noteholder shall continue as though no such proceeding had been instituted.

2.14. Survival.

So long as the Guaranteed Obligations shall not have been fully and finally performed and indefeasibly paid, the obligations of the Guarantor under this Guaranty shall survive the transfer and payment of any Note and the payment in full of all the Notes.

2.15. Subordination.

The payment of any amounts due with respect to any Indebtedness of the Company or any other Person obligated in respect of the Guaranteed Obligations for money borrowed or credit received now or hereafter owed to the Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. The Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, the Guarantor will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Company or any other such Person to the Guarantor until all of the Guaranteed Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such Indebtedness while any Guaranteed Obligations are still outstanding, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Noteholders and be paid over to the Noteholders on account of the Guaranteed Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

3. REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants to the Noteholders that:

3.1.

Affirmation of Representations and Warranties in Note Purchase Agreement.

The Guarantor hereby represents and warrants that each of the representations and warranties made by the Company as to the Company’s Subsidiaries in the Note Purchase Agreement is true and correct as to the Guarantor.

3.2. Economic Benefit.

The Guarantor and the Company operate as separate businesses but are considered a single consolidated business group of companies for purposes of GAAP and are dependent upon each other for and in connection with their respective business activities and financial resources. The execution and delivery by the Noteholders of the Note Purchase Agreement and the maintenance of certain financial accommodations thereunder constitute an economic benefit to the Guarantor and the incurrence by the Company of the Indebtedness under the Note Purchase Agreement and the Notes is in the best interests of the Guarantor. The board of directors or other management board of the Guarantor has deemed it advisable and in the best interest of the Guarantor that the transactions provided for in the Note Purchase Agreement and this Guaranty be consummated.

3.3. Independent Credit Evaluation.

The Guarantor has independently, and without reliance on any information supplied by any one or more of the Noteholders, taken, and will continue to take, whatever steps the Guarantor deems necessary to evaluate the financial condition and affairs of the Company, and the Noteholders shall have no duty to advise the Guarantor of information at any time known to the Noteholders regarding such financial condition or affairs.

3.4. No Representation By Noteholders.

None of the Noteholders nor any trustee or agent acting on its behalf has made any representation, warranty or statement to the Guarantor to induce the Guarantor to execute this Guaranty.

3.5. Survival.

All representations and warranties made by the Guarantor herein shall survive the execution hereof and may be relied upon by the Noteholders as being true and accurate until the Guaranteed Obligations are fully and irrevocably paid.

4. COVENANTS.

The Guarantor hereby covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid, the Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Note Purchase Agreement on its or their part to be performed or observed or that the Company has agreed to cause the Guarantor or such Subsidiaries to perform or observe.

5. GUARANTOR’S AGREEMENT TO PAY ENFORCEMENT COSTS, ETC.

The Guarantor further agrees, as the primary guarantor and not merely as a surety, to pay to the Noteholders, on demand, all costs and expenses (including court costs and reasonable legal expenses) incurred or expended by the Noteholders in connection with the Guaranteed Obligations, this Guaranty and the enforcement thereof, together with interest on amounts recoverable under this Section 5 from the time when such amounts become due until payment, whether before or after judgment, at the rate of interest for overdue principal set forth in the Note Purchase Agreement, provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount.

6. SUCCESSORS AND ASSIGNS.

This Guaranty shall bind the successors, assignees, trustees, and administrators of the Guarantor and shall inure to the benefit of the Noteholders, and each of their respective successors, transferees, participants and assignees.

7. AMENDMENTS AND WAIVERS.

No amendment to, waiver of, or departure from full compliance with any provision of this Guaranty, or consent to any departure by the Guarantor herefrom, shall be effective against any Noteholder directly affected thereby unless it is in writing and signed by authorized officers of the Guarantor and such Noteholder; provided, however , that any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No failure by the Noteholders to exercise, and no delay by the Noteholders in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Noteholders of any right, remedy, power or privilege hereunder preclude any other exercise thereof, or the exercise of any other right, remedy, power or privilege.

8. RIGHTS CUMULATIVE.

Each of the rights and remedies of the Noteholders under this Guaranty shall be in addition to all of their other rights and remedies under the Note Purchase Agreement and applicable law, and nothing in this Guaranty shall be construed as limiting any such rights or remedies.

9. GOVERNING LAW.

THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

10. JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

THE GUARANTOR IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, THE NOTE PURCHASE AGREEMENT OR THE NOTES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE 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 GUARANTOR CONSENTS TO PROCESS BEING SERVED BY OR ON BEHALF OF ANY HOLDER OF NOTES IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN THIS SECTION 10 BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS SPECIFIED IN SECTION 16 OR AT SUCH OTHER ADDRESS OF WHICH SUCH HOLDER SHALL THEN HAVE BEEN NOTIFIED PURSUANT TO SAID SECTION. THE GUARANTOR AGREES THAT SUCH SERVICE UPON RECEIPT (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTICES HEREUNDER SHALL BE CONCLUSIVELY PRESUMED RECEIVED AS EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY REPUTABLE COMMERCIAL DELIVERY SERVICE. NOTHING IN THIS SECTION 10 SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT ANY RIGHT THAT THE HOLDERS OF ANY OF THE NOTES MAY HAVE TO BRING PROCEEDINGS AGAINST THE GUARANTOR

IN THE COURTS OF ANY APPROPRIATE JURISDICTION OR TO ENFORCE IN ANY LAWFUL MANNER A JUDGMENT OBTAINED IN ONE JURISDICTION IN ANY OTHER JURISDICTION.

THE GUARANTOR, AND BY ITS ACCEPTANCE HEREOF, EACH OF THE NOTEHOLDERS, IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, THE NOTE PURCHASE AGREEMENT AND THE NOTES, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR THEREOF.

11. FURTHER ASSURANCES.

The Guarantor agrees that it will from time to time, at the request of any Noteholder, do all such things and execute all such documents as such Noteholder may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of all Noteholders hereunder. The Guarantor acknowledges and confirms that the Guarantor itself has established its own adequate means of obtaining from the Company on a continuing basis all information desired by the Guarantor concerning the financial condition of the Company and that the Guarantor will look to the Company and not to the Noteholders in order for the Guarantor to keep adequately informed of changes in the Company’s financial condition.

12. SEVERABILITY.

Any provision of this Guaranty which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

13. SECTION HEADINGS.

Section headings are for convenience only and shall not affect the interpretation of this Guaranty.

14. LIMITATION OF LIABILITY.

NO NOTEHOLDER SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND THE GUARANTOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, (a) ANY LOSS OR DAMAGE SUSTAINED BY THE GUARANTOR THAT MAY OCCUR AS A RESULT OF, IN CONNECTION WITH, OR THAT IS IN ANY WAY RELATED TO, ANY ACT OR FAILURE TO ACT REFERRED TO IN SECTION 2.3 OR SECTION 2.4 OR (b) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE GUARANTOR IN CONNECTION WITH ANY CLAIM RELATED TO THIS GUARANTY.

15. ENTIRE AGREEMENT.

This Guaranty, together with the Note Purchase Agreement and the Notes, embodies the entire agreement between the Guarantor and the Noteholders relating to the subject matter hereof

and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

16. COMMUNICATIONS.

All notices and other communications to the Noteholders or the Guarantor hereunder shall be in writing, shall be delivered in the manner and with the effect, as provided by the Note Purchase Agreement, and shall be addressed (a) to the Guarantor as set forth in Annex A hereto and (b) to the Noteholders as set forth in the Note Purchase Agreement.

17. DUPLICATE ORIGINALS.

Two or more duplicate counterpart originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. Delivery of any executed signature page to this Guaranty by the Guarantor by facsimile transmission shall be as effective as delivery of a manually executed copy of this Guaranty by the Guarantor.

18. COMPROMISES AND ARRANGEMENTS.

Notwithstanding anything contained in the certificate of incorporation or other charter documents of the Guarantor, the Guarantor acknowledges and agrees that no Noteholder is waiving any of its rights and remedies under this Guaranty, including, without limitation, the right to file a bankruptcy petition or petitions under the United States Bankruptcy Code (11 U.S.C. § 101 et seq.) or the right to take advantage of any other bankruptcy or insolvency law of any jurisdiction, and the right to settle its claims in such fashion as it shall determine, regardless of the settlement or other arrangements that may be made by any stockholder or other creditor.

[ Remainder of page intentionally left blank. Next page is signature page. ]

IN WITNESS WHEREOF , the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Annex A

Notice Address of Guarantor

The Folgers Coffee Company
C/O The J.M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attention: M. Ann Harlan, Vice President, General Counsel and Secretary
Telecopier: (330) 684-3026

With copy to :

Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Rachel L. Rawson
Telecopier: (216) 579-0212

Annex A-1

Exhibit 10.15

GUARANTY AGREEMENT

RECITALS:

WHEREAS , the J.M. Smucker Company, an Ohio corporation (together with its successors and assigns, the “ Company ”) has entered into those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements, dated as of May 31, 2007, that certain Fourth Amendment to Note Purchase Agreements, dated as of October 23, 2008, and that certain Fifth Amendment to Note Purchase Agreements, dated as of November 6, 2008, and as may be amended, modified, restated or replaced from time to time, the “ Note Purchase Agreement ”), with each of the purchasers listed on Schedule A attached thereto (collectively, the “ Purchasers ,” and together with their successors and assigns including, without limitation, future holders of the Notes (defined below), herein collectively referred to as the “ Noteholders ”), pursuant to which the Company, among other things, issued to the Purchasers its (i) 7.70% Series A Senior Notes due September 1 2005, in the aggregate principal amount of $17,000,000; (ii) 7.87% Series B Senior Notes due September 1, 2007 in the aggregate principal amount of $33,000,000; and (iii) 7.94% Series C Senior Notes due September 1, 2010 in the aggregate principal amount of $10,000,000 (as may be amended or modified, from time to time, the “ Notes ”);

WHEREAS , the Guarantor has become a Wholly-Owned Subsidiary of the Company; and

WHEREAS , the Company and the Guarantor are members of a group of related corporations, the success of any one of which is dependent in part on the success of the other members of such group; and

WHEREAS , the Guarantor wishes to guaranty the Company’s obligations to the Noteholders under or in respect of the Note Purchase Agreement as provided herein.

1. DEFINITIONS.

All capitalized terms used herein and not defined herein have the respective meanings given them in the Note Purchase Agreement.

2. GUARANTY.

2.1. Guaranteed Obligations.

All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “ Guaranteed Obligations. ”

2.2. Payments and Performance.

Nothing shall discharge or satisfy the obligations of the Guarantor hereunder except the full and final performance and indefeasible payment of the Guaranteed Obligations.

2.3. Releases.

(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(e) release or substitute any one of more of the endorsers or any other guarantors of the Guaranteed Obligations whether parties hereto or not; and

2.4. Waivers.

To the fullest extent permitted by law, the Guarantor hereby waives:

(a) notice of acceptance of this Guaranty;

(b) notice of any purchase or acceptance of the Notes under the Note Purchase Agreement, or the creation, existence or acquisition of any of the Guaranteed

Obligations, subject to the Guarantor’s right to make inquiry of each Noteholder to ascertain the amount of the Guaranteed Obligations at any reasonable time;

(d) notice of adverse change in the financial condition of the Company or any other guarantor or any other fact that might increase the Guarantor’s risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(f) notice of any Default or Event of Default;

Guarantor or the estate of the Company or the Guarantor in the course of any such proceeding or otherwise, and further agrees that each Noteholder may specifically enforce the provisions of this clause (k).

2.5. Marshaling; Invalid Payments.

The Guarantor consents and agrees:

2.6. Immediate Liability.

2.7. Primary Obligations.

2.8. No Reduction or Defense.

by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever.

Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by:

(c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person;

(d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements;

(e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements;

would be rendered inadequate or would be unavailable to make the payments herein provided; or

2.9. No Election.

Each Noteholder shall, individually or collectively, have the right to seek recourse against the Guarantor to the fullest extent provided for herein for its obligations under this Guaranty. No election to proceed in one form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of such Noteholder’s right to proceed in any other form of action or proceeding or against other parties unless such Noteholder has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by or on behalf of any Noteholder against the Company, the Guarantor or any other Person under any document or instrument evidencing obligations of the Company or such other Person to or for the benefit of such Noteholder shall serve to diminish the liability of the Guarantor under this Guaranty except to the extent that such Noteholder unconditionally shall have realized payment by such action or proceeding.

2.10. Individual Noteholder Rights.

2.11. Enforcement.

2.12. Other Enforcement Rights.

2.13. Restoration of Rights and Remedies.

2.14. Survival.

2.15. Subordination.

3. REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants to the Noteholders that:

3.1. Affirmation of Representations and Warranties in Note Purchase Agreement.

3.2. Economic Benefit.

The Guarantor and the Company operate as separate businesses but are considered a single consolidated business group of companies for purposes of GAAP and are dependent upon

each other for and in connection with their respective business activities and financial resources. The execution and delivery by the Noteholders of the Note Purchase Agreement and the maintenance of certain financial accommodations thereunder constitute an economic benefit to the Guarantor and the incurrence by the Company of the Indebtedness under the Note Purchase Agreement and the Notes is in the best interests of the Guarantor. The board of directors or other management board of the Guarantor has deemed it advisable and in the best interest of the Guarantor that the transactions provided for in the Note Purchase Agreement and this Guaranty be consummated.

3.3. Independent Credit Evaluation.

3.4. No Representation By Noteholders.

None of the Noteholders nor any trustee or agent acting on its behalf has made any representation, warranty or statement to the Guarantor to induce the Guarantor to execute this Guaranty.

3.5. Survival.

4. COVENANTS.

5. GUARANTOR’S AGREEMENT TO PAY ENFORCEMENT COSTS, ETC.

6. SUCCESSORS AND ASSIGNS.

7. AMENDMENTS AND WAIVERS.

8. RIGHTS CUMULATIVE.

9. GOVERNING LAW.

10. JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE GUARANTOR CONSENTS TO PROCESS BEING SERVED BY OR ON BEHALF OF ANY HOLDER OF NOTES IN ANY SUIT, ACTION OR PROCEEDING OF THE NATURE REFERRED TO IN THIS SECTION 10 BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS SPECIFIED IN SECTION 16 OR AT SUCH OTHER ADDRESS OF WHICH SUCH HOLDER SHALL THEN HAVE BEEN NOTIFIED PURSUANT TO SAID SECTION. THE GUARANTOR AGREES THAT SUCH SERVICE UPON RECEIPT (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTICES HEREUNDER SHALL BE CONCLUSIVELY PRESUMED RECEIVED AS EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY REPUTABLE COMMERCIAL DELIVERY SERVICE. NOTHING IN THIS SECTION 10 SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT ANY RIGHT THAT THE HOLDERS OF ANY OF THE NOTES MAY HAVE TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY APPROPRIATE JURISDICTION OR TO ENFORCE IN ANY LAWFUL MANNER A JUDGMENT OBTAINED IN ONE JURISDICTION IN ANY OTHER JURISDICTION.

11. FURTHER ASSURANCES.

12. SEVERABILITY.

Any provision of this Guaranty which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition,

unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

13. SECTION HEADINGS.

Section headings are for convenience only and shall not affect the interpretation of this Guaranty.

14. LIMITATION OF LIABILITY.

15. ENTIRE AGREEMENT.

This Guaranty, together with the Note Purchase Agreement and the Notes, embodies the entire agreement between the Guarantor and the Noteholders relating to the subject matter hereof and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

16. COMMUNICATIONS.

17. DUPLICATE ORIGINALS.

18. COMPROMISES AND ARRANGEMENTS.

any jurisdiction, and the right to settle its claims in such fashion as it shall determine, regardless of the settlement or other arrangements that may be made by any stockholder or other creditor.

[ Remainder of page intentionally left blank. Next page is signature page. ]

IN WITNESS WHEREOF , the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.


		THE FOLGERS COFFEE COMPANY

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya
		Title:		Vice President and Chief Financial Officer

Annex A

Notice Address of Guarantor

The Folgers Coffee Company
C/O The J.M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attention: M. Ann Harlan, Vice President, General Counsel and Secretary
Telecopier: (330) 684-3026

With copy to :

Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Rachel L. Rawson
Telecopier: (216) 579-0212

Annex A-1

Exhibit 10.16

GUARANTY AGREEMENT

RECITALS:

WHEREAS , the J.M. Smucker Company, an Ohio corporation (together with its successors and assigns, the “ Company ”) has entered into that certain Note Purchase Agreement, dated as of May 27, 2004 (as amended by that certain First Amendment to Note Purchase Agreement, dated as of May 31, 2007, that certain Second Amendment to Note Purchase Agreement, dated as of October 23, 2008, and that certain Third Amendment to Note Purchase Agreement, dated as of November 6, 2008, and as may be amended, modified, restated or replaced from time to time, the “ Note Purchase Agreement ”), with each of the purchasers listed on Schedule A attached thereto (collectively, the “ Purchasers ,” and together with their successors and assigns including, without limitation, future holders of the Notes (defined below), herein collectively referred to as the “ Noteholders ”), pursuant to which the Company, among other things, issued to the Purchasers its 4.78% Senior Notes due June 1, 2014, in the aggregate principal amount of $100,000,000 (as may be amended or modified, from time to time, the “ Notes ”);

WHEREAS , the Guarantor has become a Wholly-Owned Subsidiary of the Company; and

WHEREAS , the Company and the Guarantor are members of a group of related corporations, the success of any one of which is dependent in part on the success of the other members of such group; and

WHEREAS , the Guarantor wishes to guaranty the Company’s obligations to the Noteholders under or in respect of the Note Purchase Agreement as provided herein.

1. DEFINITIONS.

All capitalized terms used herein and not defined herein have the respective meanings given them in the Note Purchase Agreement.

2. GUARANTY.

2.1. Guaranteed Obligations.

own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:

All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “ Guaranteed Obligations. ”

2.2. Payments and Performance.

Nothing shall discharge or satisfy the obligations of the Guarantor hereunder except the full and final performance and indefeasible payment of the Guaranteed Obligations.

2.3. Releases.

(a) compromise or settle, renew or extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not,

enforce, or may, by action or inaction, release all or any one or more parties to, any one or more of the Note Purchase Agreement, the Notes, or any other guaranty or agreement or instrument related thereto or hereto;

(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(e) release or substitute any one of more of the endorsers or any other guarantors of the Guaranteed Obligations whether parties hereto or not; and

2.4. Waivers.

To the fullest extent permitted by law, the Guarantor hereby waives:

(a) notice of acceptance of this Guaranty;

(d) notice of adverse change in the financial condition of the Company or any other guarantor or any other fact that might increase the Guarantor’s risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(f) notice of any Default or Event of Default;

2.5. Marshaling; Invalid Payments.

The Guarantor consents and agrees:

for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver, administrative receiver, administrator or any other party or officer under any bankruptcy law, insolvency, reorganization, recapitalization or other debtor relief law, other common or civil law, or equitable cause or judgment, order or decision thereunder, then, to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied thereby shall be revived and continued in full force and effect as if such payment or payments had not been made and the Guarantor shall be primarily liable for such obligation.

2.6. Immediate Liability.

2.7. Primary Obligations.

2.8. No Reduction or Defense.

Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by:

applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates;

(c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person;

(d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements;

(e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements;

2.9. No Election.

Guarantor under this Guaranty except to the extent that such Noteholder unconditionally shall have realized payment by such action or proceeding.

2.10. Individual Noteholder Rights.

2.11. Enforcement.

2.12. Other Enforcement Rights.

2.13. Restoration of Rights and Remedies.

2.14. Survival.

2.15. Subordination.

the Guarantor will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Company or any other such Person to the Guarantor until all of the Guaranteed Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such Indebtedness while any Guaranteed Obligations are still outstanding, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Noteholders and be paid over to the Noteholders on account of the Guaranteed Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

3. REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants to the Noteholders that:

3.1. Affirmation of Representations and Warranties in Note Purchase Agreement.

3.2. Economic Benefit.

3.3. Independent Credit Evaluation.

3.4. No Representation By Noteholders.

None of the Noteholders nor any trustee or agent acting on its behalf has made any representation, warranty or statement to the Guarantor to induce the Guarantor to execute this Guaranty.

3.5. Survival.

4. COVENANTS.

5. GUARANTOR’S AGREEMENT TO PAY ENFORCEMENT COSTS, ETC.

6. SUCCESSORS AND ASSIGNS.

7. AMENDMENTS AND WAIVERS.

8. RIGHTS CUMULATIVE.

9. GOVERNING LAW.

10. JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

THE GUARANTOR, AND BY ITS ACCEPTANCE HEREOF, EACH OF THE NOTEHOLDERS, IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH

RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS GUARANTY, THE NOTE PURCHASE AGREEMENT AND THE NOTES, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR THEREOF.

11. FURTHER ASSURANCES.

12. SEVERABILITY.

13. SECTION HEADINGS.

Section headings are for convenience only and shall not affect the interpretation of this Guaranty.

14. LIMITATION OF LIABILITY.

15. ENTIRE AGREEMENT.

16. COMMUNICATIONS.

All notices and other communications to the Noteholders or the Guarantor hereunder shall be in writing, shall be delivered in the manner and with the effect, as provided by the Note

Purchase Agreement, and shall be addressed (a) to the Guarantor as set forth in Annex A hereto and (b) to the Noteholders as set forth in the Note Purchase Agreement.

17. DUPLICATE ORIGINALS.

18. COMPROMISES AND ARRANGEMENTS.

[ Remainder of page intentionally left blank. Next page is signature page. ]

IN WITNESS WHEREOF , the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.


		THE FOLGERS COFFEE COMPANY

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya
		Title:		Vice President and Chief Financial Officer

Annex A

Notice Address of Guarantor

The Folgers Coffee Company
C/O The J.M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attention: M. Ann Harlan, Vice President, General Counsel and Secretary
Telecopier: (330) 684-3026

With copy to :

Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Rachel L. Rawson
Telecopier: (216) 579-0212

Annex A-1

Exhibit 10.17

GUARANTY AGREEMENT

RECITALS:

WHEREAS , the J.M. Smucker Company, an Ohio corporation (together with its successors and assigns, the “ Company ”) has entered into that certain Note Purchase Agreement, dated as of May 31, 2007 (as amended by that certain First Amendment to Note Purchase Agreement, dated as of October 23, 2008, and that certain Second Amendment to Note Purchase Agreement, dated as of November 6, 2008, and as may be amended, modified, restated or replaced from time to time, the “ Note Purchase Agreement ”), with each of the purchasers listed on Schedule A attached thereto (collectively, the “ Purchasers ,” and together with their successors and assigns including, without limitation, future holders of the Notes (defined below), herein collectively referred to as the “ Noteholders ”), pursuant to which the Company, among other things, issued to the Purchasers its 5.55% Senior Notes due April 1, 2022, in the aggregate principal amount of $400,000,000 (as may be amended or modified, from time to time, the “ Notes ”);

WHEREAS , the Guarantor has become a Wholly-Owned Subsidiary of the Company; and

WHEREAS , the Company and the Guarantor are members of a group of related corporations, the success of any one of which is dependent in part on the success of the other members of such group; and

WHEREAS , the Guarantor wishes to guaranty the Company’s obligations to the Noteholders under or in respect of the Note Purchase Agreement as provided herein.

1. DEFINITIONS.

All capitalized terms used herein and not defined herein have the respective meanings given them in the Note Purchase Agreement.

2. GUARANTY.

2.1. Guaranteed Obligations.

The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally

and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:

All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “ Guaranteed Obligations. ”

2.2. Payments and Performance.

Nothing shall discharge or satisfy the obligations of the Guarantor hereunder except the full and final performance and indefeasible payment of the Guaranteed Obligations.

2.3. Releases.

(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(e) release or substitute any one of more of the endorsers or any other guarantors of the Guaranteed Obligations whether parties hereto or not; and

2.4. Waivers.

To the fullest extent permitted by law, the Guarantor hereby waives:

(a) notice of acceptance of this Guaranty;

(d) notice of adverse change in the financial condition of the Company or any other guarantor or any other fact that might increase the Guarantor’s risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(f) notice of any Default or Event of Default;

2.5. Marshaling; Invalid Payments.

The Guarantor consents and agrees:

2.6. Immediate Liability.

2.7. Primary Obligations.

2.8. No Reduction or Defense.

Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by:

(c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person;

(d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements;

(e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements;

2.9. No Election.

2.10. Individual Noteholder Rights.

2.11. Enforcement.

2.12. Other Enforcement Rights.

2.13. Restoration of Rights and Remedies.

2.14. Survival.

2.15. Subordination.

3. REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants to the Noteholders that:

3.1. Affirmation of Representations and Warranties in Note Purchase Agreement.

3.2. Economic Benefit.

3.3. Independent Credit Evaluation.

3.4. No Representation By Noteholders.

None of the Noteholders nor any trustee or agent acting on its behalf has made any representation, warranty or statement to the Guarantor to induce the Guarantor to execute this Guaranty.

3.5. Survival.

4. COVENANTS.

5. GUARANTOR’S AGREEMENT TO PAY ENFORCEMENT COSTS, ETC.

6. SUCCESSORS AND ASSIGNS.

7. AMENDMENTS AND WAIVERS.

No amendment to, waiver of, or departure from full compliance with any provision of this Guaranty, or consent to any departure by the Guarantor herefrom, shall be effective against

any Noteholder directly affected thereby unless it is in writing and signed by authorized officers of the Guarantor and such Noteholder; provided, however , that any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No failure by the Noteholders to exercise, and no delay by the Noteholders in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Noteholders of any right, remedy, power or privilege hereunder preclude any other exercise thereof, or the exercise of any other right, remedy, power or privilege.

8. RIGHTS CUMULATIVE.

9. GOVERNING LAW.

10. JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

RECEIPT (I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO IT. NOTICES HEREUNDER SHALL BE CONCLUSIVELY PRESUMED RECEIVED AS EVIDENCED BY A DELIVERY RECEIPT FURNISHED BY THE UNITED STATES POSTAL SERVICE OR ANY REPUTABLE COMMERCIAL DELIVERY SERVICE. NOTHING IN THIS SECTION 10 SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT ANY RIGHT THAT THE HOLDERS OF ANY OF THE NOTES MAY HAVE TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY APPROPRIATE JURISDICTION OR TO ENFORCE IN ANY LAWFUL MANNER A JUDGMENT OBTAINED IN ONE JURISDICTION IN ANY OTHER JURISDICTION.

11. FURTHER ASSURANCES.

12. SEVERABILITY.

13. SECTION HEADINGS.

Section headings are for convenience only and shall not affect the interpretation of this Guaranty.

14. LIMITATION OF LIABILITY.

15. ENTIRE AGREEMENT.

16. COMMUNICATIONS.

17. DUPLICATE ORIGINALS.

18. COMPROMISES AND ARRANGEMENTS.

[ Remainder of page intentionally left blank. Next page is signature page. ]

IN WITNESS WHEREOF , the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.


		THE FOLGERS COFFEE COMPANY

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya
		Title:		Vice President and Chief Financial Officer

Annex A

Notice Address of Guarantor

The Folgers Coffee Company
C/O The J.M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attention: M. Ann Harlan, Vice President, General Counsel and Secretary
Telecopier: (330) 684-3026

With copy to :

Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Rachel L. Rawson
Telecopier: (216) 579-0212

Annex A-1

Exhibit 10.18

GUARANTY AGREEMENT

RECITALS:

WHEREAS , the J.M. Smucker Company, an Ohio corporation (together with its successors and assigns, the “ Company ”) has entered into that certain Note Purchase Agreement, dated as of October 23, 2008 (as amended by that certain First Amendment to Note Purchase Agreement, dated as of November 6, 2008, and as may be amended, modified, restated or replaced from time to time, the “ Note Purchase Agreement ”), with each of the purchasers listed on Schedule A attached thereto (collectively, the “ Purchasers ,” and together with their successors and assigns including, without limitation, future holders of the Notes (defined below), herein collectively referred to as the “ Noteholders ”), pursuant to which the Company, among other things, issued to the Purchasers its (i) 6.63% Senior Notes due November 1, 2018, in the aggregate principal amount of $376,000,000 and (ii) 6.12% Senior Notes due November 1, 2015, in the aggregate principal amount of $24,000,000 (as may be amended or modified, from time to time, the “ Notes ”);

WHEREAS , the Guarantor has become a Wholly-Owned Subsidiary of the Company; and

WHEREAS , the Company and the Guarantor are members of a group of related corporations, the success of any one of which is dependent in part on the success of the other members of such group; and

WHEREAS , the Guarantor wishes to guaranty the Company’s obligations to the Noteholders under or in respect of the Note Purchase Agreement as provided herein.

1. DEFINITIONS.

All capitalized terms used herein and not defined herein have the respective meanings given them in the Note Purchase Agreement.

2. GUARANTY.

2.1. Guaranteed Obligations.

The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally

All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “ Guaranteed Obligations. ”

2.2. Payments and Performance.

Nothing shall discharge or satisfy the obligations of the Guarantor hereunder except the full and final performance and indefeasible payment of the Guaranteed Obligations.

2.3. Releases.

(b) assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

(e) release or substitute any one of more of the endorsers or any other guarantors of the Guaranteed Obligations whether parties hereto or not; and

2.4. Waivers.

To the fullest extent permitted by law, the Guarantor hereby waives:

(a) notice of acceptance of this Guaranty;

(d) notice of adverse change in the financial condition of the Company or any other guarantor or any other fact that might increase the Guarantor’s risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice thereof as to the Notes or any other instrument;

(f) notice of any Default or Event of Default;

2.5. Marshaling; Invalid Payments.

The Guarantor consents and agrees:

2.6. Immediate Liability.

2.7. Primary Obligations.

2.8. No Reduction or Defense.

Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by:

(c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person;

(d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements;

(e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements;

2.9. No Election.

2.10. Individual Noteholder Rights.

2.11. Enforcement.

2.12. Other Enforcement Rights.

2.13. Restoration of Rights and Remedies.

2.14. Survival.

2.15. Subordination.

3. REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants to the Noteholders that:

3.1. Affirmation of Representations and Warranties in Note Purchase Agreement.

3.2. Economic Benefit.

3.3. Independent Credit Evaluation.

3.4. No Representation By Noteholders.

None of the Noteholders nor any trustee or agent acting on its behalf has made any representation, warranty or statement to the Guarantor to induce the Guarantor to execute this Guaranty.

3.5. Survival.

4. COVENANTS.

5. GUARANTOR’S AGREEMENT TO PAY ENFORCEMENT COSTS, ETC.

6. SUCCESSORS AND ASSIGNS.

7. AMENDMENTS AND WAIVERS.

No amendment to, waiver of, or departure from full compliance with any provision of this Guaranty, or consent to any departure by the Guarantor herefrom, shall be effective against

8. RIGHTS CUMULATIVE.

9. GOVERNING LAW.

10. JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

11. FURTHER ASSURANCES.

12. SEVERABILITY.

13. SECTION HEADINGS.

Section headings are for convenience only and shall not affect the interpretation of this Guaranty.

14. LIMITATION OF LIABILITY.

15. ENTIRE AGREEMENT.

16. COMMUNICATIONS.

17. DUPLICATE ORIGINALS.

18. COMPROMISES AND ARRANGEMENTS.

[ Remainder of page intentionally left blank. Next page is signature page. ]

IN WITNESS WHEREOF , the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.


		THE FOLGERS COFFEE COMPANY

		By:		/s/ Mark R. Belgya

		Name:		Mark R. Belgya
		Title:		Vice President and Chief Financial Officer

Annex A

Notice Address of Guarantor

The Folgers Coffee Company
C/O The J.M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attention: M. Ann Harlan, Vice President, General Counsel and Secretary
Telecopier: (330) 684-3026

With copy to :

Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Rachel L. Rawson
Telecopier: (216) 579-0212

Annex A-1

Exhibit 10.19

Transition Services Agreement

by and between

The Procter & Gamble Company
and
The Folgers Coffee Company

Effective as of November 6, 2008

TABLE OF CONTENTS


1. DEFINITIONS			1

2. TERM			6

3. SERVICES AND CONTROLS PROCESS			6

3.1 Base Services			6

3.2 Substantive Business Decisions Prohibited			6

3.3 Controls Process			7

4. SERVICE PROVIDER SUBCONTRACTORS AND THIRD PARTY CONTRACTS			8

4.1 Subcontractors			8

4.2 Customer Compliance with Third Party Contracts			8

5. RELATIONSHIP MANAGEMENT			8

5.1 Relationship Managers			8

5.2 Regulatory Review			8

5.3 Books and Records			9

5.4 Change Management Process			9

5.5 Dispute Resolution			9

5.6 Continued Performance			9

6. FACILITIES			9

6.1 Use of Customer Facilities			9

6.2 Service Provider Facilities and Systems			10

7. TECHNOLOGY, SOFTWARE AND PROPRIETARY RIGHTS			10

7.1 Customer Owned Technology			10

7.2 Service Provider Owned Technology			10

7.3 No Implied Licenses; Residuals			11

7.4 Required Consents			11

8. CUSTOMER DATA AND PHYSICAL SECURITY			12

8.1 Definition			12

8.2 Ownership			12


8.3 Data Security			12

8.4 Physical Security for Facilities			12

9. CONFIDENTIALITY			12

9.1 Confidential Information			12

9.2 Obligations			12

9.3 Exceptions to Confidential Treatment			13

9.4 Return or Destruction			13

10. COMPENSATION			13

10.1 One-time Charges			13

10.2 Monthly Charges			13

10.3 Other Expenses			14

10.4 Taxes			14

10.5 Invoicing and Payment			14

11. REPRESENTATIONS AND WARRANTIES			14

11.1 Authority			14

11.2 Compliance with Laws			15

11.3 Standard of Performance; Standard of Care			15

11.4 Disclaimer			16

12. INSURANCE			16

12.1 Coverages			16

12.2 Policies			16

12.3 Risk of Loss			16

13. INDEMNITIES, PROCEDURES AND LIMITATIONS			16

13.1 Indemnification by Customer			16

13.2 Indemnification by Service Provider			17

13.3 Reductions For Insurance Proceeds And Other Recoveries			18

13.4 Indemnification Procedure			19

13.5 Limitations on Liability			21

13.6 Indemnification and Limitations on Liability Relating to Negligence and Strict Liability			21

13.7 Waiver of Subrogation			22

14. TERMINATION			22

14.1 Termination Rights			22


14.2 Termination for Non-Payment			22

14.3 Survival			22

14.4 Rights Upon Termination or Expiration			23

15. GENERAL			23

15.1 Construction			23

15.2 Binding Effect; No Assignment			23

15.3 Counterparts			23

15.4 Entire Agreement			24

15.5 Force Majeure			24

15.6 Further Assurances			24

15.7 Governing Law			25

15.8 Independent Contractors			25

15.9 Notices			25

15.10 Publicity			26

15.11 Amendments and Waivers			26

15.12 Severability			26

15.13 Limitation			27

iii

SCHEDULES

Schedule A — Services

Schedule A-1 – Supply Network Solutions
Schedule A-2 – Purchasing
Schedule A-3 – Market Development Organization
Schedule A-4 – North America Product Supply Operations
Schedule A-5 – Workplace & Infrastructure Solutions
Schedule A-6 – Intentionally Omitted
Schedule A-7 – Decision Support Solutions
Schedule A-8 – Global Data Management
Schedule A-9 – Financial Services & Solutions
Schedule A-10 – Consumer Relations
Schedule A-11 – Customer & Consumer Solutions
Schedule A-12 – Intentionally Omitted
Schedule A-13 – Service Provider Professional Sales
Schedule A-14 – Intentionally Omitted
Schedule A-15 – Market Measurements
Schedule A-16 – Product Innovation Capability Services
Schedule A-17 – Administration of Historical Workers’ Compensation Claims

Schedule B — Recipients
Schedule C — Pricing
Schedule D — Certain Service Provider Agreements

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “ Agreement ”) is entered into effective November 6, 2008 (the “ Effective Date ”) by and between The Folgers Coffee Company, a Delaware corporation (“ Customer ”) and The Procter & Gamble Company, an Ohio corporation (“ Service Provider ”).

WHEREAS, Customer desires to obtain from Service Provider the information technology and business process services described in this Agreement on the terms and conditions as set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

“ Action ” means any demand, charge, claim, action, suit, counter suit, arbitration, hearing, inquiry, proceeding, audit, review, complaint, litigation or investigation, or proceeding of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” means, with respect to any specified Person, those other Persons who Control, are Controlled by, or under common Control with such specified Person.

“ Agreement ” has the meaning given in the preamble.

“ Base Services ” has the meaning set forth in Section 3.1(a) .

“ Change Management Process ” has the meaning set forth in Section 5.4 .

“ Charges ” means the amounts payable by Customer to P&G pursuant to Article 10 .

“ Claim ” has the meaning set forth in Section 13.1 .

“ Claim Notice ” has the meaning set forth in Section 13.3(a) .

“ Confidential Information ” has the meaning set forth in Section 9.1 .

“ Contract ” means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment, whether written or oral, that is binding on any Person or any part of its property under applicable Law.

“ Control ” and its derivatives mean, with respect to any Person (other than an individual): (a) the legal, beneficial, or equitable ownership, directly or indirectly, of (i) at least 50% of the aggregate of all voting equity interests in such Person or (ii) equity interests having the right to at least 50% of the profits of an entity or, in the event of dissolution, to at least 50% of the assets of such Person; or (b) the right to appoint, directly or indirectly, a majority of the board of directors or equivalent governing body of such Person; or (c) the right to control, directly or indirectly, the

management or direction of such Person by contract or corporate governance document; or (d) in the case of a partnership, the holding of the position of sole general partner.

“ Controls Processes and Procedures ” has the meaning set forth in Section 3.3(a) .

“ Customer ” has the meaning set forth in the Preamble. References herein to “Customer” shall include the “Recipients” to the extent the context requires.

“ Customer Group ” has the meaning set forth in Section 5.5 .

“ Customer Data ” has the meaning set forth in Section 8.1 .

“ Customer Equipment ” means all Equipment owned or leased (other than from Service Provider) by Customer that is used in connection with the Services.

“ Customer Facilities ” has the meaning set forth in Section 6.1(a) .

“ Customer Owned Technology ” has the meaning set forth in Section 7.1 .

“ Customer Parties ” has the meaning set forth in Section 13.2 .

“ Customer Software ” means all Software owned by, or provided under license (other than from Service Provider) to, Customer that is used in connection with the Services (and all modifications, replacements, upgrades, enhancements, documentation, materials and media relating to the foregoing).

“ Customer System ” means an interconnected grouping of Customer Equipment and/or Customer Software that is used in connection with the Services, and all additions, modifications, substitutions, upgrades or enhancements thereto.

“ Customer Technology ” means Customer Owned Technology and Customer Third Party Technology.

“ Customer Third Party Technology ” means all Technology licensed (other than by Service Provider) to Customer that is provided to Service Provider for use in connection with the Services.

“ Direct Claim ” has the meaning set forth in Section 5.5 .

“ Effective Date ” has the meaning set forth in the Preamble.

“ Equipment ” means computer and telecommunications equipment (without regard to the entity owning or leasing such equipment) including: (i) servers, personal computers, and associated attachments, accessories, peripheral devices and other equipment; and (ii) private branch exchanges, multiplexors, modems, CSUs/DSUs, hubs, bridges, routers, switches and other telecommunications equipment.

agreement or accepted offer in compromise under Code Sections 7121 or 7122, or a comparable arrangement under the laws of another jurisdiction, (iii) any allowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such amount may be recovered by the jurisdiction imposing such Tax, or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

“ Financial Transactions ” has the meaning set forth in Section 3.3(a) .

“ Force Majeure Event ” has the meaning set forth in Section 15.5(a) .

“ Governmental Authority ” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Indemnitee ” has the meaning set forth in Section 13.3 .

“ Indemnifying Party ” has the meaning set forth in Section 13.3 .

“ Information ” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data, but in any case excluding back-up tapes.

“ Insurance Proceeds ” means those monies: (i) received by an insured from an insurance carrier; or (ii) paid by an insurance carrier on behalf of the insured.

“ Intellectual Property Rights ” means any and all common law, statutory and other intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored and/or enforceable under any applicable Laws anywhere in the world.

“ Laws ” means any statute, law, ordinance, regulation, rule, code or other requirement of, or Order issued by, a Governmental Authority.

“ Losses ” has the meaning set forth in Section 13.1 .

“ Orders ” means any orders, judgments, injunctions, awards, decrees, writs or other legally enforceable requirement handed down, adopted or imposed by, including any consent decree, settlement Contract or similar written Contract with, any Governmental Authority.

“ Parties ” shall mean Customer and Service Provider.

“ Person ” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

“ Pricing Schedule ” means Schedule C to this Agreement.

“ Recipient ” has the meaning set forth in Section 3.1(c) .

“ Recipient Personnel ” means any employees of any Recipient, and employees of any third party contractors providing Services to Customer.

“ Refund ” means any cash refund of Taxes or reduction of Taxes by means of credit, offset or otherwise, together with any interest received thereon.

“ Relationship Manager ” has the meaning set forth in Section 5.1 .

“ Required Consents ” means (i) all consents required at any time to grant Service Provider the right to use and/or access Customer Third Party Technology, Customer Software, Customer Equipment, the Customer System and Recipient software and equipment in connection with providing the Services; (ii) all consents required at any time to grant Customer and the Recipients, to the extent necessary to exercise their rights or perform their obligations under this Agreement, the right to use and/or access Service Provider Technology, Service Provider Software, Service Provider Equipment and the Service Provider System; and (iii) all other consents, including consents to modification of third party licenses or other Contracts, required from third parties at any time in connection with Service Provider’s provision of the Services.

“ Separation Agreement ” means that certain Separation Agreement, dated as of June 4, 2008, herewith, by and between Customer and Service Provider, relating to the separation of Customer’s business from Service Provider.

“ Service Provider Equipment ” means all Equipment owned or leased by Service Provider or a Service Provider Affiliate or Subcontractor and used in connection with the Services.

“ Service Provider Facilities ” has the meaning given in Section 6.2(a) .

“ Service Provider Group ” has the meaning set forth in Section 5.5 .

“ Service Provider Owned Technology ” has the meaning set forth in Section 7.2 .

“ Service Provider Parties ” has the meaning set forth in Section 13.1(a) .

“ Service Provider Personnel ” means those employees, representatives, contractors, subcontractors and agents of Service Provider, Subcontractors and Service Provider Affiliates who perform any Services under this Agreement.

“ Service Provider Software ” means all software programs and programming owned by, or provided under license to, Service Provider and used to provide the Services (and all modifications, replacements, upgrades, enhancements, documentation, materials and media relating to the foregoing).

“ Service Provider System ” means an interconnected grouping of Service Provider Equipment and/or Service Provider Software used in connection with the Services, and all additions, modifications, substitutions, upgrades or enhancements thereto.

“ Service Provider Technology ” means Service Provider Owned Technology and Service Provider Third Party Technology.

“ Service Provider Third Party Technology ” means any third party Technology (other than Customer Third Party Technology) used by Service Provider, a Service Provider Affiliate or Subcontractor in connection with the Services.

“ Services ” means the Base Services and any Termination Assistance Services.

“ Software ” means programs and programming (including the supporting documentation, media, on-line help facilities and tutorials).

“ Statements of Work ” or “ SOWs ” means the descriptions of services in Schedules A-1 through A-17 .

“ Subcontractors ” means Service Provider’s contractors or other service providers that perform a portion of the Services.

“ Subsidiary ” of any Person, means a corporation or other organization whether, incorporated or unincorporated, of which at least a majority of the securities, or interests having by the terms thereof ordinary voting power to elect at least a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; provided , however , that a Person that is not directly or indirectly wholly-owned by any other Person will not be a Subsidiary of such other Person unless such other Person Controls, or has the right, power or ability to Control, that other Person.

“ Tax ” or “ Taxes ” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a federal, state, municipal, governmental, territorial, local, foreign or other body, and without limiting the generality of the foregoing, shall include net income, gross income, gross receipts, sales, use, value added, ad valorem , transfer, recording, franchise, profits, license, lease, service, service use, payroll, wage, withholding, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, business organization, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other taxes, fees, premiums, assessments or charges of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, together with any related interest and any penalties, additions to such tax or additional amounts imposed with respect thereto by such governmental entity or political subdivision.

“ Technology ” means all formulae; algorithms; processes; procedures; designs; ideas; concepts; research; inventions and invention disclosures (whether or not patentable or reduced to practice); know-how, proprietary information and methodologies; trade secrets; technology; computer software (in both object and source code form); databases; specifications; and all records thereof, including documentation, design documents and analyses, studies, programming tools, plans, models, flow charts, reports and drawings, and all Intellectual Property Rights subsisting in each of the foregoing.

“ Term ” has the meaning set forth in Section 2.1 .

“ Termination Assistance Services ” has the meaning set forth in Section 14.4 .

“ Third-Party Claims ” has the meaning set forth in Section 13.1 .

“ Transaction Agreement ” means that certain Transaction Agreement, dated as of June 4, 2008, among Customer, Service Provider and certain Affiliates of Customer and Service Provider.

2. TERM

The term of this Agreement will begin on the Effective Date and will end at midnight on May 6, 2009 (the “ Term ”), unless earlier terminated in accordance with the terms of this Agreement. Customer may extend the Term as to all or any individual Service(s) (to the extent such individual Service(s) can be segregated from the other Services which are not being extended) for one month periods up to an aggregate of six (6) additional months by providing to Service Provider sixty (60) days advance written notice.

3. SERVICES AND CONTROLS PROCESS

3.1 Base Services.

(a) Performance . Service Provider will provide the Services described in Schedule A (the “ Base Services ”). Services provided by Service Provider under this Agreement may be provided by Service Provider directly or through any of its Subsidiaries at Service Provider’s discretion.

(b) Commencement of Services . Unless otherwise specified in the applicable Statements of Work, Service Provider will begin to provide the Base Services on the Effective Date.

(c) Recipients . Service Provider will provide the Base Services to Customer and to Customer’s Subsidiaries, to the extent specified in Schedule B (which may be updated by Customer from time to time upon notice to Service Provider) (each, a “ Recipient ”).

(d) Subsequent Adjustments . The Parties acknowledge that certain items of Equipment or Software or certain Contracts, existing as of the Effective Date, may have been inadvertently omitted from, included in or mischaracterized under, the applicable schedules. Accordingly, the Parties agree that to the extent any such omitted, included or mischaracterized item is discovered, the discovering Party shall promptly notify the other Party and the Parties shall promptly amend the relevant schedule. If such discovered information results in a material increase in cost that is not covered by Service Provider’s cost allocation that is used to determine its Charges to Customer, using Service Provider’s normal cost allocation methodology, then the Parties will make an equitable adjustment to the Charges and impacted schedules, all of which adjustments will be reviewed and considered through the Change Management Process. In no event shall any adjustment to the Service provide Service Provider with a greater degree of discretion than it has with respect to the existing Services.

3.2 Substantive Business Decisions Prohibited . Notwithstanding anything to the contrary contained in this Agreement or the accompanying schedules, none of Service Provider Parties, Subcontractors or Service Provider Personnel shall make any substantive business decisions with respect to Customer in performing Services (including, without limitation, by performing any sales or marketing activities for customer). Each provision of this Agreement and the accompanying schedules shall be interpreted in a manner consistent with this Section 3.2 .

3.3 Controls Process.

(a) For purposes of this Section 3.3:

(i) the term “ Controls Processes and Procedures ” means the control self-assessments, internal audits and controls objectives and other regular reviews conducted by Service Provider in the ordinary course of business; and

(ii) the term “ Financial Transactions ” means those finance and accounting transactions resulting from the performance of the following Statements of Work: Supply Network Solutions, Purchasing, Marketing Development Organization, North America Product Supply Operations, Workplace & Infrastructure Solutions, Global Data Management, and Financial Services & Solutions.

(b) During the Term, Service Provider will conduct, in the ordinary course of business, the Controls Processes and Procedures on Service Provider’s services environment. The Controls Processes and Procedures may or may not include Customer specific transactions resulting from the performance by Service Provider of the Financial Transactions.

(c) At a time mutually agreed upon by Service Provider and Customer, once during each calendar quarter of the Term, a Service Provider designated representative will be available to designated Customer representative to do the following:

(i) Review any material modifications to Service Provider’s systems that may adversely impact the processing of the Financial Transactions;

(ii) Review any errors specific to a Financial Transaction and legal entity owned by Customer detected during Service Provider’s Controls Processes and Procedures and review Service Provider’s action plan to address any specific errors noted during Service Provider’s Controls Processes and Procedures, including timing to implement the action plan; and

(iii) Review any errors specific to a Financial Transaction and legal entity owned by Customer detected during any external audit of Service Provider’s processes or systems utilized to process the Financial Transactions and discuss Service Provider’s action plan to address any detected errors or issues, including timing to implement the action plan.

(d) At a time mutually agreed upon by Customer and Service Provider but at least once during each calendar quarter of the Term, a designated representative of Service Provider’s Global Internal Audit organization will be available to a designated Customer representatives to do the following:

(i) Review any deficiencies or weaknesses in the Financial Transactions detected by Service Provider in Service Provider’s services environment that meet Service Provider’s threshold of a significant deficiency or material weakness; and

(ii) Review any instances of fraud that are actually known by Service Provider and proven by Service Provider and adversely affects Customer’s business operations.

(e) During the Term and upon at least 30 days written notice, Service Provider will make available to Customer access to Service Provider’s and Customer’s books and records that Service Provider maintains to execute the Financial Transactions, solely and only to the extent necessary for the purpose of supporting the external and internal audits of Customer’s accounting. Customer or its authorized representative will have the right to audit the books and records during normal business hours and will be responsible for any costs incurred by Service Provider related to Customer’s audit that exceed the ordinary course of business.

4. SERVICE PROVIDER SUBCONTRACTORS AND THIRD PARTY CONTRACTS

4.1 Subcontractors.

(a) Use of Subcontractors . Service Provider reserves the right to use Subcontractors to assist Service Provider in the provision of the Services as Service Provider deems appropriate.

(b) Service Provider Responsibility for Subcontractors . Unless otherwise agreed, Service Provider will be responsible for the Services performed by the Subcontractor and Service Provider will be Customer’s sole point of contact regarding the Services, including with respect to payment.

4.2 Customer Compliance with Third Party Contracts . Customer agrees to be bound by and comply with the terms and conditions of Services Provider’s agreements with the third parties listed in Schedule D (as such schedule may be amended from time to time upon mutual written agreement of the Parties), other than Service Provider’s payment obligations under such agreements, in each case to the extent services are directly or indirectly provided to Customer under such agreements. In addition, Customer will comply with any obligations (e.g., use restrictions, confidentiality) to be performed under any Contracts (other than Service Provider’s payment obligations under such agreements) applicable to Customer’s receipt and use of the Services and to the extent Customer is informed of such obligations.

5. RELATIONSHIP MANAGEMENT

5.1 Relationship Managers . Each Party will appoint an individual (each, a “ Relationship Manager ”) who, from the Effective Date until replaced by the appointing Party, will serve as that Party’s representative under this Agreement during the Term. Each Relationship Manager will (a) have overall responsibility for managing and coordinating the performance of the appointing Party’s obligations under this Agreement, and (b) be authorized to act for and on behalf of the appointing Party concerning all matters relating to this Agreement. Neither Party will reassign a Relationship Manager, unless it provides at least ten (10) days prior written notice to the other Party. If a Party terminates the employment of or reassigns its Relationship Manager or its Relationship Manager resigns, dies or becomes disabled, such Party will appoint a new Relationship Manager within thirty (30) days after the reassignment, resignation, death or disability.

5.2 Regulatory Review . Each Party will notify the other promptly of any formal

request or Order by a Government Authority to examine records regarding Customer that are maintained by Service Provider or to examine Service Provider’s performance of the Services. Service Provider will cooperate with any such examination. Customer will reimburse Service Provider for the reasonable costs Service Provider incurs in connection with such examination.

5.3 Books and Records . During the Term, Service Provider shall be provided with access, at no cost to Service Provider, to Customer’s books and records to the extent necessary for Service Provider to fulfill its obligations under this Agreement.

5.4 Change Management Process . Service Provider will use the same change management process for changes to the Services that Service Provider uses to manage changes for Service Provider’s own businesses that use the same or similar services (“ Change Management Process ”).

5.5 Dispute Resolution . Any dispute, controversy or claim by Service Provider or any of its Subsidiaries (collectively, “ Service Provider Group ”) against Customer or any of its Subsidiaries (collectively, “ Customer Group ”) in connection with this Agreement (collectively “ Direct Claims ”) shall be resolved by the Parties in accordance with Article 6 of the Separation Agreement, except that any executive level discussions to be held pursuant to Article 6 of the Separation Agreement with regard to such dispute, controversy or claim shall be held by Customer’s Chief Executive Officer (or his designee) and Service Provider’s President of Global Business Services (or his designee).

5.6 Continued Performance . Each Party agrees that it will, unless otherwise directed by the other Party, continue performing its obligations under this Agreement while any dispute is being resolved until this Agreement expires or is terminated in accordance with its terms, except in the case of a dispute with regards to Customer’s alleged failure to pay amounts in excess of $500,000; provided , however , that if Customer pays such disputed amounts, (a) Service Provider shall continue to perform its obligations under this Agreement and (b) such payment shall not constitute a waiver of any claims by Customer may have with respect to such disputed amounts.

6. FACILITIES

6.1 Use of Customer Facilities .

(a) General . Customer will provide Service Provider, at no charge, the space, office furnishings, janitorial service, telephone service, utilities (including air conditioning) and office-related equipment, supplies, and duplicating services at Customer’s premises that Service Provider may reasonably need to provide the Services (collectively, the “ Customer Facilities ”). In addition, Customer will provide necessary storage space for backup data files and will provide additional storage space that may be required by any change in retention schedules required by Customer. Service Provider’s employees will have reasonable access to the Customer Facilities twenty-four (24) hours a day, seven (7) days a week.

(b) Service Provider’s Obligations . To the extent Service Provider is using any part of a Customer Facility to perform the Services, Service Provider will comply with Customer’s standard policies and procedures, as made available to Service Provider, regarding access to and use of the Customer Facilities.

6.2 Service Provider Facilities and Systems .

(a) Service Provider Facilities . Service Provider may perform the Services in such facilities maintained by Service Provider or its Subcontractors or Affiliates (collectively, “ Service Provider Facilities ”) as Service Provider reasonably deems appropriate.

(b) Access to Service Provider Systems . Customer will, and will require that all Recipient Personnel who have access to Service Provider Systems in accordance with the provisions of Section 11.3 , including computer or electronic data storage systems, limit their access to those portions of such systems for which they are authorized in connection with their receipt and use of the Services. Customer will (i) limit such access to those Recipient Personnel who are authorized to use the Services in accordance with the provisions of Section 11.3 , (ii) maintain and make available to Service Provider a written list of the names of each individual who will be granted such access, and (iii) adhere to Service Provider’s security rules and procedures for use of Service Provider Systems. All user identification numbers and passwords disclosed to Recipients to permit any Recipient Personnel to access the Service Provider Systems will be deemed to be, and will be treated as, Service Provider’s Confidential Information. Customer will cooperate with Service Provider in the investigation of any apparent unauthorized access by Recipient Personnel to Service Provider Systems. Service Provider shall, in its sole discretion, be entitled to approve or restrict access to Service Provider Systems by any Customer contractor.

7. TECHNOLOGY, SOFTWARE AND PROPRIETARY RIGHTS

7.1 Customer Owned Technology .

(a) Definition . The term “ Customer Owned Technology ” means: (i) Technology owned by Customer on the Effective Date; (ii) Technology developed or acquired by Customer or its third-party service providers (other than Service Provider) after the Effective Date; (iii) derivative works, modifications and enhancements to any of the foregoing; and (iv) all Intellectual Property Rights subsisting in any of the foregoing.

(b) Ownership by Customer; License to Service Provider . Customer Owned Technology will be owned exclusively by Customer. As of the Effective Date, Customer hereby grants to Service Provider (and solely to the extent necessary for Service Provider to provide the Services, to the Subcontractors) a non-exclusive, worldwide, non-transferable (except as provided in Section 15.2 ), revocable, fully paid-up, royalty-free right and license, solely during the Term, to access, use, execute, reproduce, display, perform, modify, enhance, distribute and create derivative works of the Customer Owned Technology made available by Customer to Service Provider pursuant to this Agreement for the express and sole purpose of providing the Services. Except as otherwise requested or approved by Customer, Service Provider will, and will cause the Service Provider Personnel to, cease all use of Customer Owned Technology upon the later of the end of the Term and the completion of any Termination Assistance Services.

7.2 Service Provider Owned Technology .

(a) Definition . The term “ Service Provider Owned Technology ” means Technology owned by Service Provider or a Service Provider Affiliate or Subcontractor and used in connection with the Services, including any modifications, enhancements or derivative works

of such Technology or any new Technology developed by Service Provider.

(b) Ownership by Service Provider; License to Customer . Service Provider Owned Technology will be owned exclusively by Service Provider. In addition to any other license rights granted hereunder, Service Provider hereby grants to each Recipient a non-exclusive, worldwide, non-transferable (except as provided in Section 15.2 ), fully paid-up, royalty-free right and license during the Term, to the extent required to fully and completely use the Services, to use all Intellectual Property Rights in Service Provider Technology. The Parties acknowledge that such right and license may be subject to additional terms and conditions, and, except as otherwise provided herein, will terminate upon the termination of the Services. As between the Parties, all Internet addresses, network identification, access codes and telephone numbers provided or issued to Customer or its users by Service Provider or Service Provider Personnel, and not transferred to Customer pursuant to the Separation Agreement, shall be and remain the sole property of Service Provider.

7.3 No Implied Licenses; Residuals . Except as expressly specified in this Agreement, nothing in this Agreement will be deemed to grant to one Party, by implication, estoppel or otherwise, license rights, ownership rights or any other Intellectual Property Rights in any Technology owned by the other Party or any Affiliate of the other Party. Service Provider shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know how, and techniques that are required or used in the course of providing the Services.

7.4 Required Consents .

(a) Prior to the Effective Date, Service Provider used its commercially reasonable efforts to identify and obtain Required Consents with respect to the Service Provider supplied Software, materials, Equipment and third party Contracts that are necessary for Service Provider to provide Services under this Agreement. Service Provider shall, in consultation with Customer, continue to use commercially reasonable efforts to obtain any Required Consents not obtained by the Effective Date with respect to such Software, materials, Equipment and third party Contracts. Service Provider makes no warranty as to the receipt of any Required Consents by the Effective Date.

(b) If at any time after the Effective Date either Party identifies or becomes aware of the need to obtain a Required Consent, such Party shall promptly inform the other Party.

(c) If Service Provider or Customer, as applicable, is unable to obtain a Required Consent, regardless of when the need to obtain such consent arises, then, unless and until such Required Consent is obtained, the Parties will use their commercially reasonable efforts to determine and adopt such alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. If despite using commercially reasonable efforts, the Parties are unable to adopt an alternative approach, then the affected Services shall be terminated and the Parties will equitably adjust the pricing to reflect the reduced scope of Services; provided , however , that Service Provider may elect, at its sole discretion, to provide an affected Service despite the absence of a Required Consent; provided, further that, in the event that Service Provider makes such election without the prior approval of Customer, Service Provider shall be solely responsible for any liability arising as a result of Service Provider providing such Service despite the absence of a Required Consent.

8. CUSTOMER DATA AND PHYSICAL SECURITY

8.1 Definition . The term “ Customer Data ” means (i) any Information of Customer, its Affiliates or Recipients, or their respective vendors, customers or other business partners that is provided to or obtained by Service Provider in the performance of its obligations under this Agreement, including data and Information regarding Customer’s businesses, customers, operations, facilities, products, consumer markets, assets and finances, and (ii) any data or Information specific to Customer or Customer’s business that is collected or processed in connection with the Services. For avoidance of doubt, Customer Data does not include data about the Service Provider Systems or Service Provider Technology.

8.2 Ownership . As between Customer and Service Provider, Customer owns and will continue to own all right, title and interest in and to all Customer Data. Service Provider shall not sell, assign, lease or otherwise dispose of or commercially exploit Customer Data.

8.3 Data Security . Service Provider will establish and maintain safeguards against the destruction, loss or alteration of Customer Data in its possession that are no less rigorous than those in effect for Service Provider’s operations.

8.4 Physical Security for Facilities . Service Provider will be responsible for all security procedures at any Service Provider Facilities. Customer will provide all necessary security personnel and security equipment at the Customer Facilities.

9. CONFIDENTIALITY

9.1 Confidential Information . As used herein, “ Confidential Information ” means any Information of Service Provider or Customer that is not generally known to the public and at the time of disclosure is identified, or would reasonably be understood by the receiving Party, to be proprietary or confidential, whether disclosed in oral, written, visual, electronic or other form, and which the receiving Party (or its contractors or agents) observes or learns in connection with this Agreement. Confidential Information includes: (a) business plans, strategies, forecasts, projects and analyses; (b) financial information and fee structures; (c) business processes, methods and models; (d) employee and vendor information; (e) hardware and system designs, architectures, structure and protocols; (f) product and service specifications; (g) manufacturing, purchasing, logistics, sales and marketing information; and (h) the terms and conditions of this Agreement.

9.2 Obligations . The receiving Party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing Party as the receiving Party uses with its own similar information that it does not wish to disclose, publish or disseminate (and in any event will use commercially reasonable efforts in such regard). The receiving Party will: (a) use the disclosing Party’s Confidential Information only in connection with the performance of its obligations under this Agreement or the full enjoyment of its rights hereunder; and (b) not disclose the disclosing Party’s Confidential Information except to (i) its employees, agents and contractors, who have a need to know such Confidential Information in connection with the performance of its obligations under this Agreement or the full enjoyment of its rights hereunder and who have executed Contracts obligating them to keep the Confidential Information confidential, or (ii) its legal, financial or other professional advisors as reasonably necessary. The receiving Party is liable for any

unauthorized disclosure or use of Confidential Information by any of its personnel, agents, subcontractors or advisors. The receiving Party will promptly report to the disclosing Party any breaches in security of the receiving Party that may materially and adversely affect the disclosing Party and specify the corrective action taken.

9.3 Exceptions to Confidential Treatment .

(a) The obligations set forth in Section 9.2 do not apply to any Confidential Information that the receiving Party can demonstrate: (i) is or becomes generally available to the public, other than as a result of a disclosure by the receiving Party or its Affiliates not otherwise permissible hereunder; (ii) was or became available to the receiving Party from a source other than the disclosing Party or its Affiliates; or (iii) is developed independently by the receiving Party without reference to the Confidential Information, except that, in the case of clause (ii) , the source of such Confidential Information was not known by the receiving Party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing Party with respect to such Confidential Information. Notwithstanding anything in this Section 9.3(a) to the contrary, Confidential Information of Customer related to Customer’s business which was separated from Service Provider will in no event be included within any exception herein and will be subject to Section 9.2 above.

(b) If a receiving Party is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law to disclose or provide any Confidential Information of the other Party, the Party receiving such request or demand will use commercially reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable under the circumstances so that such other Party will have an opportunity to seek an appropriate protective Order. The Party receiving such request or demand agrees to take, and cause its representatives to take, at the requesting Party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide any such Confidential Information, as the case may be, to the extent (and only in such amount) required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority.

9.4 Return or Destruction . Upon the termination or expiration of the Services, each Party will return or certify the destruction of the other Party’s Confidential Information in such other Party’s possession or control.

10. COMPENSATION

10.1 One-time Charges . Customer will pay to Service Provider a one-time $11,624,000 payment as reimbursement of the fees and expenses incurred by Service Provider and it Subsidiaries in connection with the preparation of providing the Services to Customer.

10.2 Monthly Charges . Customer will pay Service Provider $3,017,000 per month. Upon early termination of any individual Service(s) pursuant to Section 14.1(b) hereof, the parties will cooperate in good faith to adjust the monthly charges paid by Customer hereunder to correspond with the actual Service(s) being provided. Upon the extension of any individual Service(s) pursuant to Section 2 hereof, Customer will pay to Service Provider the charges set

forth in Schedule C for such Service(s) for each month of additional service; provided , however , that if Customer extends only certain individual Services within a “Service Bundle” set forth in Schedule C , the parties will cooperate in good faith to adjust the monthly charges paid by Customer to correspond with the scope of Services in such “Service Bundle” which are being extended.

10.3 Other Expenses . Customer will reimburse Service Provider for those reasonable out-of-pocket expenses incurred by Service Provider solely in connection with its performance of the Services and not included in the Charges; provided , however , that such out-of-pocket expenses will not include payments to third parties for items that were routinely incurred by Service Provider prior to the Effective Date (such as for overhead and utilities, supplies, and the like) and provided further that Service Provider will consult with Customer prior to incurring any out of pocket expense which is outside the ordinary course of the business related to the Services.

10.4 Taxes . In addition to the amounts described in Sections 10.1 through 10.3 , Customer shall pay, and hold Service Provider harmless against, all sales, use or other Taxes, or other fees or assessments imposed by Law in connection with the provision of the Services, other than any income or franchise Taxes. As soon as practicable after the Effective Date, Customer shall apply for and use its best efforts to obtain and thereafter maintain, and timely provide to Service Provider, a direct pay permit. Customer shall also provide Service Provider with timely resale or other applicable exemption certificates. Service Provider and Customer shall cooperate with each other and use commercially reasonable efforts to assist the other in entering into such arrangements as the other may reasonably request in order to minimize, to the extent lawful and feasible, the payment or assessment of any Taxes relating to the transactions contemplated by this Agreement, including, where appropriate, requiring their Affiliates within a country to enter into a companion Contract for purchase of Services within such country; provided , however , that nothing in this Section 10.4 shall obligate Service Provider to cooperate with, or assist, Customer in any arrangement proposed by Customer that would, in Service Provider’s reasonable discretion, have a detrimental effect on Service Provider or any of Service Provider’s Affiliates.

10.5 Invoicing and Payment . Service Provider will invoice Customer monthly. Payment is due thirty (30) days following the date of invoice. Payments past due shall bear interest calculated on a per annum basis from the due date to the date of actual payment at a fluctuating interest rate equal at all times to the prime rate of interest announced publicly from time to time by Citibank, N.A. (or its successor or another major money center commercial bank agreed to by the Parties), plus three percent (3%), but in no case higher than the maximum rate permitted by Law. Customer shall make payments under this Agreement by electronic funds transfer in accordance with payment instructions provided by Service Provider from time to time. In the event the Parties’ Affiliates enter into companion Contracts for the Services, Customer will remain responsible for paying any amounts which are not paid when due by Customer’s Affiliates under such companion Contracts.

11. REPRESENTATIONS AND WARRANTIES

11.1 Authority . Each Party represents and warrants to the other that: (i) it has all requisite legal and corporate power to execute and deliver this Agreement; (ii) it has taken all corporate action necessary for the authorization, execution and delivery of this Agreement; (iii) no Contract with any other person, firm, corporation or other entity exists or will exist which

would interfere with its obligations hereunder; and (iv) this Agreement is a legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement. Each Party’s warranty in clause (iii) above is subject to the obtainment of all Required Consents.

11.2 Compliance with Laws . Each Party represents and warrants that it is duly licensed or qualified to do business and is in good standing in every jurisdiction in which a license or other qualification is required for the conduct of its business, except where the failure to be so licensed or qualified would have no material adverse effect on its ability to fulfill its obligations under this Agreement.

11.3 Standard of Performance; Standard of Care .

(a) Each Statement of Work is the central document that describes Service Provider’s scope of responsibility with respect to the specific service outlined in the SOW.

(b) Unless otherwise specified in this Agreement or any SOW, the Services will be performed initially in substantially the same manner and in the same locations that such Services were generally performed by Service Provider for Customer’s business immediately prior to the Effective Date, and thereafter will continue to be performed in the same locations and in substantially the same manner as Service Provider generally performs such services for its own retained businesses, except to the extent such Services are limited or changed because of the separation of Customer’s and Service Provider’s businesses as contemplated by the Separation Agreement. The Services will include reports provided by Service Provider for Customer’s business immediately prior to the Effective Date, and thereafter will continue to be provided in substantially the same manner as Service Provider generally provides such reports for its own retained businesses, except to the extent the reports are limited or changed because of the separation of Customer’s and Service Provider’s businesses as contemplated by the Separation Agreement.

(c) In no event will Service Provider be required to do any of the following: (i) make any customization to the Services (or Service Provider’s associated systems or processes) that are unique to Customer, beyond the customizations that Service Provider elects to make to support its own shared services environment, except for customizations that are expressly agreed upon in writing by Service Provider and Customer, (ii) provide access to Service Provider’s Systems to Recipient Personnel, other than those Recipient Personnel who (x) were employees of Service Provider prior to the Effective Date (or a person hired after the Effective Date to replace such Recipient Personnel) and (y) had access to Service Provider systems prior to the Effective Date, (iii) provide Services in a location other than locations where Services were provided prior to the Effective Date or (iv) provide reports incremental to those provided prior to the Effective Date.

(d) Service Provider reserves the right to make changes to the Services in the ordinary course of business, including with respect to Service Provider planned maintenance activities. The provision of the Services will be subject, in all cases, to Customer’s compliance with Service Provider’s then-current work processes, policies and procedures for the Services and in compliance with all material Laws.

(e) Notwithstanding the foregoing, Service Provider has no obligation to perform its obligations pursuant to this Section in a manner that exceeds Service Provider’s past practices, policies and procedures for Services. Nothing in this Agreement shall require Service Provider or any of its Affiliates to perform the Services in a manner that would constitute a

violation of applicable Laws.

11.4 Disclaimer . EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 11 , SERVICE PROVIDER MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

12. INSURANCE

12.1 Coverages . At all times during the Term, both Parties shall procure and maintain, at their own expense and for their own benefit, Comprehensive/Commercial General Liability insurance (including Professional Liability and Contractual Liability coverages) with a bodily injury, death and property damage combined single limit of not less than $5,000,000 per occurrence and in the aggregate. Each policy of insurance to be maintained hereunder shall name the other Party, including its Affiliates, and the officers, directors and employees of each, as additional insureds.

In addition, both Parties shall maintain in full force and effect during the Term the following insurance coverage:

(i) Comprehensive Automobile Liability insurance covering owned, hired and non-owned vehicles with minimum limits of $2,000,000 per person and $2,000,000 per occurrence for bodily injury and $2,000,000 property damage or combined single limit of $2,000,000.

(ii) Workers’ Compensation insurance with limits as required by the Laws of the states in which the Party’s employees are employed, and Employer’s Liability insurance with minimum limit of $1,000,000 per occurrence.

12.2 Policies . Upon the written request of Customer, Service Provider will cause its insurers to issue certificates of insurance evidencing that the coverages and policy endorsements required under this Agreement are in force.

12.3 Risk of Loss . Service Provider shall be responsible for the risk of loss of, or damage to, any property of Customer or the other Recipients at a Service Provider Facility, unless such loss or damage was caused by the acts or omissions of Customer or an agent of Customer. Customer shall be responsible for the risk of loss of, or damage to, any property of Service Provider and its Affiliates and subcontractors at a Customer Facility unless such loss or damage was caused by the acts or omissions of Service Provider or an agent of Service Provider.

13. INDEMNITIES, PROCEDURES AND LIMITATIONS.

13.1 Indemnification by Customer . Customer agrees to indemnify, hold harmless and defend Service Provider and its Affiliates and their respective directors, officers and employees (the “ Service Provider Parties ”), from and against any and all claims, losses, demands, damages, liabilities, costs, judgments and expenses (including reasonable attorneys’ fees) (collectively, “ Losses ”) as set forth below:

(a) any claim by any Affiliate of Customer, or a Customer third party contractor asserting rights under this Agreement (other than an express right of indemnification under this Section 13 ) or direct or indirect purchasers of Customer’s products or products of Customer’s Affiliates; and

(b) any third party arising out of:

(i) Customer’s failure to observe or perform any duties or obligations to be observed or performed after the Effective Date under any of the third party Software licenses, Equipment leases or other Contracts to the extent Customer is financially or operationally responsible for such compliance under this Agreement;

(ii) Customer’s breach of its obligations under Article 9 with respect to Service Provider’s Confidential Information;

(iii) Infringement or misappropriation or alleged infringement or alleged misappropriation of a patent, trade secret, copyright or other proprietary rights arising from Software or materials that Customer provides for Service Provider’s use in connection with the Services; provided , however , that Customer shall not have any obligation or liability to the extent any infringement or misappropriation is caused by: (1) modifications made by Service Provider or its Subcontractors, without the knowledge or approval of Customer or the unauthorized use by Service Provider or its Subcontractors of such Software outside the scope of the Services; (2) Service Provider’s combination of Customer’s Software or materials with items not furnished, specified or reasonably anticipated by Service Provider or contemplated by this Agreement; (3) the failure of Service Provider to use corrections or modifications provided by Customer for the infringing Software or materials; or (4) third party Software or materials, except to the extent that such infringement or misappropriation arises from Customer’s failure to perform its obligations with regard to obtaining a Required Consent;

(iv) Taxes, together with interest and penalties, that are the responsibility of Customer under Section 10.4 ; or

(v) personal injury to employees of Customer or its Affiliates (or any other entity(ies) designated by Customer) while at Service Provider’s facility to receive Services under this Agreement, to the extent such Losses do not result from the negligence of Service Provider.

13.2 Indemnification by Service Provider . Service Provider agrees to indemnify, hold harmless and defend Customer and its Affiliates and their respective directors, officers and employees (the “ Customer Parties ”), from and against any and all Losses set forth below:

(a) any claim by a Service Provider Affiliate or Subcontractor asserting rights under this Agreement (other than an express right of indemnification under this Section 13 ).

(b) any third party claim arising out of:

(i) Service Provider’s failure to observe or perform any duties or obligations to be observed or performed after the Effective Date under any of the third party Software licenses, Equipment leases or third party Contracts to the extent Service Provider is

financially or operationally responsible for such compliance under this Agreement, provided that such failure does not arise from or relate to any failure by Customer to obtain a Required Consent which is Customer’s responsibility pursuant to this Agreement;

(ii) Service Provider’s breach of its obligations under Article 9 with respect to Customer’s Confidential Information;

(iii) Infringement or misappropriation or alleged infringement or alleged misappropriation of a patent, trade secret, copyright or other proprietary rights arising from Software or materials that Service Provider provides for Customer’s use in connection with the Services; provided , however , that Service Provider shall not have any obligation or liability to the extent any infringement or misappropriation is caused by: (1) modifications made by Customer or its contractors or users, without the knowledge or approval of Service Provider or the unauthorized use by Customer or its Subcontractors of such Software outside the scope of the Services; (2) Customer’s combination of Service Provider’s Software or materials with items not furnished, specified or reasonably anticipated by Customer or contemplated by this Agreement; (3) the failure of Customer to use corrections or modifications provided by Service Provider for the infringing Software or materials; or (4) third party Software or materials;

(iv) Taxes, together with interest and penalties, that are the responsibility of Service Provider under Section 10.4 ; or

(v) personal injury to employees of Service Provider or its Affiliates while at facilities of Customer to provide Services under this Agreement, to the extent such Claims do not result from the negligence of Customer.

13.3 Reductions For Insurance Proceeds And Other Recoveries .

(a) Insurance Proceeds . The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to Sections 13.1 or 13.2 , as applicable, will be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from unaffiliated third-parties (and excluding any captive insurance companies of the Indemnified Party or its Affiliates) by or on behalf of such Indemnified Party in respect of the related Claims (net of any corresponding increase in premium payments or other related increases in insurance expenses of the Indemnified Party). The existence of a claim by an Indemnified Party for monies from an insurer or against a third-party in respect of any indemnifiable Claims will not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party will make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for Insurance Proceeds or against such third-party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third-party will be (i) entitled to a “wind-fall” or other benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or otherwise have any subrogation rights with respect thereto, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

(b) Tax Detriment/Tax Benefit . The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnified Party pursuant to

Sections 13.1 or 13.2 , as applicable, will be (i) decreased to take into account any Tax benefit actually realized by the Indemnified Party (or an Affiliate thereof) arising from the incurrence or payment of the relevant indemnified item, and (ii) increased to take into account any Tax cost actually incurred by the Indemnified Party (or an Affiliate thereof) arising from the receipt of the relevant indemnity payment. Any indemnity payment hereunder will initially be made without regard to this Section 13.3(b) and will be reduced or increased to reflect any applicable Tax benefit or Tax cost, as the case may be, within 30 days after the Indemnified Party (or an Affiliate thereof) realizes such Tax benefit or incurs such Tax cost by way of a Refund, an increase in Taxes or otherwise. The Indemnified Party will, within 30 days after the Indemnified Party (or its Affiliate) realizes or incurs the applicable Tax benefit or cost, provide the Indemnitee with notice thereof and supporting documentation addressing, in reasonable detail, the amount of any reduction or increase in Taxes of the Indemnified Party (or its Affiliate), the parties will promptly make any payments necessary to reflect the relevant reduction or increase in Tax liability, and the parties agree to adjust the amount of any such payments within 30 days after a Final Determination affecting the amount of the relevant Tax benefit or Tax cost.

13.4 Indemnification Procedure . The Party or Parties making a claim for indemnification under Section 13.1 or Section 13.2 (collectively, “ Third-Party Claims ”) shall be, for the purposes of this Agreement, referred to as the “ Indemnitee ” and the Party against which such claims are asserted under this Section 13 shall be, for the purposes of this Section 13 , referred to as the “ Indemnifying Party ”. All Third-Party Claims by any Indemnitee under this Section 13 shall be asserted and resolved as follows:

(a) If an Indemnitee receives notice or otherwise learns of the assertion by a Person (including any Governmental Authority) who is not a member of the Service Provider Group or Customer Group of any Third-Party Claim or of the commencement by any such Person of any Action with respect to a Third-Party Claim, such Indemnitee will give such Indemnifying Party prompt written notice (a “ Claim Notice ”) thereof but in any event within 15 calendar days after becoming aware of such Third-Party Claim. Any such notice will describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the delay or failure of any Indemnitee or other Person to give notice as provided in this Section 13.4(a) will not relieve the related Indemnifying Party of its obligations under this Section 13 , except to the extent that such Indemnifying Party is actually prejudiced by such delay or failure to give notice.

(b) The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claim Notice from the Indemnitee of the commencement of an Action or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Section 13 , to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided , however , that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (x) if Service Provider is the Indemnifying Party, affect Customer or any of its Controlled Affiliates in a materially adverse manner, and (y) if Customer is the Indemnifying Party, affect Service Provider or any of its Controlled Affiliates in a materially adverse manner; (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages and/or equitable relief (with or without monetary damages) which equitable relief would not reasonably be expected to affect in any material and adverse respect the operations of (x) Service Provider or its Controlled Affiliates, if Customer is the Indemnifying Party, or (y)

Customer or its Controlled Affiliates, if Service Provider is the Indemnifying Party; and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim (the conditions set forth in clauses (A) through (C) are, collectively, the “ Litigation Conditions ”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of the such claims, the Indemnifying Party may elect to agree to be fully responsible for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims, provided that the other Litigation Conditions set forth in clauses (A) and (B) of the preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 13.4(b) , the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 13.4(b) , the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided , however , that if (x) any of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim. The Indemnitee has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

(c) From and after the delivery of a Claim Notice under this Section 13 , at the reasonable request of the Indemnifying Party, the Indemnitee shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnitee to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not unreasonably interfere with the businesses and operations of such Indemnitee. The Indemnifying Party will not, and shall cause its representatives not to, use (except in connection with such Claim Notice or such Third-Party Claim) or disclose to any third person or entity other than the Indemnifying Party’s representatives (except as may be required by Laws) any information obtained pursuant to this Section 13.3(c) , which is designated as confidential by the Indemnitee.

(d) With respect to any Third-Party Claim for which Customer or Service Provider may have liability under this Agreement, the Parties agree to cooperate fully and maintain a joint defense (in a manner that will preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to minimize such liabilities and defense costs associated therewith. The Party that is not responsible for managing the defense of such Third-Party Claims will, upon reasonable request, be consulted with respect to significant

matters relating thereto and may retain counsel to monitor or assist in the defense of such claims at its own cost.

13.5 Limitations on Liability .

(a) Subject to the specific provisions and limitations of this Section 13.4 and this Section 13.5 , it is the intent of the Parties that each Party shall be liable to the other Party for any Losses as to which it is entitled to indemnification under Sections 13.1 and 13.2 and, with respect to a breach of the Agreement for any Losses with respect to Direct Claims under Section 5.6 resulting from a breaching Party’s unexcused failure to perform its obligations under this Agreement; provided, however , that with respect to Direct Claims, “Losses” will not include attorneys’ fees or other arbitration or litigation expenses (including without limitation experts’ fees and administrative costs) incurred in connection with the prosecution of such Direct Claim under the provisions set forth in Article 6 of the Separation Agreement.

(b) Except for Losses arising out of or relating to (i) Service Provider’s gross negligence or willful misconduct or breach of Article 9 , or (ii) claims covered by Service Provider’s indemnity obligations set forth in Section 13.2(b) , the total aggregate liability of Service Provider for breach of this Agreement shall be limited to $6,000,000.

(c) Except for Losses arising out of or relating to (i) Customer’s obligation to pay the Charges due under this Agreement, gross negligence or willful misconduct or breach of Article 9 , or (ii) claims covered by Customer’s indemnity obligations set forth in Section 13.1(b) , the total aggregate liability of Customer for breach of this Agreement shall be limited to $6,000,000.

(d) Each Party shall use its commercially reasonable efforts to mitigate Losses for which it seeks recourse hereunder, including by promptly pursuing recovery under available insurance policies, provided , however , that the failure of such Party to successfully mitigate such Losses shall not affect such Party’s right to seek recourse with respect to such Losses so long as such Party shall have used its commercially reasonable efforts to mitigate.

(e) EXCEPT IN THE CASE OF WILLFUL MISCONDUCT, NO PARTY TO THIS AGREEMENT OR ITS AFFILIATES SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY HERETO OR ITS AFFILIATES FOR EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST SALES, BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE (OR FAILURE TO PERFORM) HEREUNDER, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAD BEEN APPRISED OF THE LIKELIHOOD THEREOF.

(f) Regardless of any other rights under any other agreements or mandatory provisions of Law, neither Service Provider nor Customer shall have the right to set-off the amount of any Loss it may have under this Agreement, whether contingent or otherwise, against any amount owed by such Party to the other Party, whether under this Agreement or otherwise.

13.6 Indemnification and Limitations on Liability Relating to Negligence and Strict Liability . ALL INDEMNITIES AND LIMITATIONS ON LIABILITY CONTAINED IN THIS

SECTION 13 SHALL APPLY WHETHER OR NOT THE INDEMNITEE OR PARTY CLAIMING DAMAGES WAS OR IS CLAIMED TO BE PASSIVELY, CONCURRENTLY OR ACTIVELY NEGLIGENT, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IMPOSED ON SUCH INDEMNITEE OR PARTY.

13.7 Waiver of Subrogation . Service Provider shall use commercially reasonable efforts to cause its insurers to waive their rights of subrogation against Customer with respect to any Losses. Likewise, Customer shall use commercially reasonable efforts to cause its insurers to waive their rights of subrogation against Service Provider with respect to any Loss.

14. TERMINATION

14.1 Termination Rights .

(a) Termination for Cause . In addition to, and not in limitation of, any other termination rights set forth in this Agreement, either Party may, by giving written notice to the other Party, terminate this Agreement if such other Party commits a material breach of this Agreement (a “ Default ”) which Default is not cured within ten (10) days after notice of the Default. For purposes hereof, non-payment by Customer shall be deemed a Default.

(b) Termination for Convenience . Customer may terminate this Agreement or any individual Service (including any individual Service within a “Service Bundle” set forth in Schedule C ), if such individual Service(s) can be segregated from the other Services that will continue to be provided, at any time by giving Service Provider at least sixty (60) days prior written notice designating the termination date. Upon any such termination for convenience, Customer will remain liable for fees and expenses for all properly performed Services up to the effective date of termination.

(c) For Insolvency . If either Party (i) files for bankruptcy, (ii) becomes or is declared insolvent, or is the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver or similar officer for Service Provider, (iii) makes an assignment for the benefit of all or substantially all of its creditors, (iv) takes any corporate action for its winding-up, dissolution or administration, or (v) enters into a Contract for the extension or readjustment of substantially all of its obligations, then the other Party may terminate this Agreement for cause as of a date specified in a written termination notice.

14.2 Termination for Non-Payment . Service Provider may, upon written notice to Customer, terminate this Agreement if Customer has failed to pay any undisputed charges within thirty (30) days after receiving written notice from Service Provider of the possibility of termination for failure to make such payments.

14.3 Survival . Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement will survive any termination or expiration of this Agreement and continue in full force and effect including, but not limited to, the following: this Section 14.3, Sections 7.1(b), 8.2, Articles 9, 13 (subject to Section 15.13) and 15 .

14.4 Rights Upon Termination or Expiration . At Customer’s request and expense, Service Provider will provide Customer with reasonable information and assistance to facilitate the transition responsibility for the Services to Customer or its designee (“ Termination Assistance Services ”). The provision of such Termination Assistance Services shall be subject to the Parties’ agreement on a detailed work plan and the availability of the applicable Service Provider resources. In no event shall Service Provider be required to provide any specialized or customized services as part of the Termination Assistance Services.

15. GENERAL

15.1 Construction .

(a) References to Customer Includes Recipients . Customer is fully responsible and liable for the Recipients’ compliance with this Agreement, and any actions, omissions, or materials provided by any Recipients other than Customer shall be deemed to be Customer’s actions, omissions, or materials provided by Customer.

(b) General . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this Agreement unless otherwise stated and except in the schedules hereto, wherein references to Sections shall mean Sections of such schedule unless otherwise stated. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

15.2 Binding Effect; No Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns and legal representatives. Except as expressly provided in this Section 15.2 , this Agreement is not assignable by either Party without the prior written consent of the other Party and any other purported assignment shall be null and void.

15.3 Counterparts . This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party will re-execute original forms thereof and deliver them to the requesting Party. No Party will raise the use of a facsimile machine or other electronic means to deliver a signature or

the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such Party forever waives any such defense.

15.4 Entire Agreement . This Agreement represents the entire agreement among the Parties relating to the matters described herein and therein, and no prior representations or agreements, whether written or oral, will be binding on any Party unless incorporated into this Agreement or agreed to by the Party in a writing signed by the Party on or after the date of this Agreement. While purchase orders, invoices or similar routine documents may be used to implement or administer provisions of this Agreement, any provisions of these documents that add to, vary, modify or are at conflict with the provisions of this Agreement shall be deemed deleted and shall have no force or effect on either Party’s rights or obligations under this Agreement.

15.5 Force Majeure .

(a) “ Force Majeure Event ” means any event beyond the reasonable control of the Party affected that significantly interferes with the performance by such Party of its obligations under this Agreement, including acts of God, strikes, lockouts or industrial disputes or disturbances, civil disturbances, arrests or restraint from rulers or people, interruptions by Orders, present and future valid Orders of any regulatory body having proper jurisdiction, acts of the public enemy, wars, riots, blockades, insurrections, inability to secure labor, or secure materials upon terms deemed practicable by the Party affected (including inability to secure materials by reason of allocations, voluntary or involuntary, promulgated by authorized governmental agencies), epidemics, landslides, lightning, earthquakes, fire, storm, floods, washouts, explosions, breakage or accident to machinery.

(b) If a Force Majeure Event is claimed by either Party, the Party making such claim shall orally notify the other Party as soon as reasonably possible after the occurrence of such Force Majeure Event and, in addition, shall provide the other Party with written notice of such Force Majeure Event within five (5) days after the occurrence of such Force Majeure Event.

(c) Except for Customer’s obligations to make payments hereunder, neither Party hereto will be liable for any nonperformance or delay in performance of the terms of this Agreement when such failure is due to a Force Majeure Event. If either Party relies on the occurrence of a Force Majeure Event as a basis for being excused from performance of its obligations hereunder, such Party relying on the Force Majeure Event shall (i) provide an estimate of the expected duration of the Force Majeure Event and its probable impact on performance of such Party’s obligations hereunder and (ii) provide prompt notice to the other Party of the cessation of the Force Majeure Event.

(d) Upon the occurrence of a Force Majeure Event, the same will, so far as possible, be remedied using commercially reasonable efforts. It is understood and agreed that nothing in this Section 15.5(d) shall require the settlement of strikes, lockouts or industrial disputes or disturbances by acceding to the demands of any opposing party therein when such course is inadvisable in the discretion of the Party having the difficulty.

15.6 Further Assurances . In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will cooperate with each other and use

commercially reasonable efforts to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement.

15.7 Governing Law . The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Ohio, other than the choice of Law provisions thereof.

15.8 Independent Contractors . Service Provider is an independent contractor, with all of the attendant rights and liabilities of an independent contractor, and not an employee of Customer or, except for authorizations specifically described in a schedule with respect to a particular function, an agent of Customer. Any provision in this Agreement, or any action by Customer, that may appear to give Customer the right to direct or control Service Provider in performing under this Agreement means that Service Provider shall follow the desires of Customer in results only.

15.9 Notices . Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (i) on the delivery if delivered personally, return receipt requested, postage prepaid; (ii) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (iii) on the date of transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following addresses or facsimile numbers (or at the other address or other number as a Party may specify by notice to the other):

If to Service Provider:

The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Attn: Tom Buescher, Relationship Manager
Facsimile: (513) 386-1279

With a copy to:

The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Attn: General Counsel
Facsimile: (513) 983-7635

If to Customer :

The Folgers Coffee Business
One Strawberry Lane
Orrville, Ohio 44667
Attn: Jeff Eshelman, Relationship Manager
Facsimile: (330) 684-3186

With a copy to:

The J. M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attn: General Counsel
Facsimile: (330) 684-3026

15.10 Publicity . Except as otherwise required by Law, each of Service Provider and Customer will consult with the other and obtain the prior written consent of the other before issuing, or permitting any agent or Affiliate to issue, any press releases or otherwise making, or permitting any agent or Affiliate to make, any public statements with respect to this Agreement or the transactions contemplated hereby.

15.11 Amendments and Waivers . This Agreement may be amended and any provision of this Agreement may be waived, provided that any such amendment or waiver shall be binding upon a Party only if such amendment or waiver is set forth in a writing executed by such Party. No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party hereto under or by reason of this Agreement. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any Party hereto would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in this Section 15.11 and shall be effective only to the extent in such writing specifically set forth.

15.12 Severability . The Parties agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (ii) any such invalid, void or otherwise unenforceable provisions shall be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (iii) the

remaining provisions shall remain valid and enforceable to the fullest extent permitted by applicable Law.

15.13 Limitation . Any Action to pursuant to this Agreement must be commenced within six (6) months after the expiration or termination of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed by their authorized representatives, to be effective as of the Effective Date.


THE PROCTER & GAMBLE COMPANY		THE FOLGERS COFFEE COMPANY

By:	/s/ Jon R. Moeller	By:	/s/ Jon R. Moeller


Name:	Jon R. Moeller	Name:	Jon R. Moeller


Title:	Vice President & Treasurer	Title:	Vice President & Treasurer

Schedule A
Services

[Omitted.]

Schedule B
Recipients

[ Omitted. ]

Schedule C
Pricing

[ Omitted. ]

Schedule D
Certain Service Provider Agreements

[ Omitted. ]

Exhibit 10.20

TAX MATTERS AGREEMENT

by and between

The Procter & Gamble Company,

The Folgers Coffee Company,

and

The J.M. Smucker Company

Dated November 6, 2008

TABLE OF CONTENTS


		Page
	ARTICLE I

	DEFINITIONS

Section 1.01	Definition of Terms		2

	ARTICLE II

	ALLOCATION OF TAXES

Section 2.01	Ordinary Course Taxes		7
Section 2.02	Transaction Taxes		8
Section 2.03	Transfer Taxes		10
Section 2.04	Entitlement to Tax Attributes		10
Section 2.05	Additional Costs		10

	ARTICLE III

	TAX RETURN FILING AND PAYMENT OBLIGATIONS

Section 3.01	Tax Return Preparation and Filing		11
Section 3.02	Treatment of Transactions		12

	ARTICLE IV

	TAX-FREE TREATMENT OF DISTRIBUTION & RELATED TRANSACTIONS

Section 4.01	Representations		12
Section 4.02	Covenants		13

	ARTICLE V

	TAX CONTESTS; INDEMNIFICATION; COOPERATION

Section 5.01	Notice		16
Section 5.02	Control of Tax Contests		16
Section 5.03	Indemnification Payments		17
Section 5.04	Interest on Late Payments		17
Section 5.05	Treatment of Indemnity Payments		17
Section 5.06	Cooperation		18
Section 5.07	Confidentiality		19

-i-


		Page
	ARTICLE VI

	DISPUTE RESOLUTION

Section 6.01	Tax Disputes		19

	ARTICLE VII

	MISCELLANEOUS

Section 7.01	Authorization		20
Section 7.02	Expenses		20
Section 7.03	Entire Agreement		20
Section 7.04	Governing Law		20
Section 7.05	Notice		20
Section 7.06	Priority of Agreements		21
Section 7.07	Amendments and Waivers		21
Section 7.08	Termination		22
Section 7.09	No Third Party Beneficiaries		22
Section 7.10	Assignability		22
Section 7.11	Enforcement		22
Section 7.12	Survival		22
Section 7.13	Construction		22
Section 7.14	Severability		23
Section 7.15	Counterparts		23

-ii-

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”) is made and entered into as of November 6, 2008 by and between The Procter & Gamble Company, an Ohio corporation (“ P&G ”), The Folgers Coffee Company, a Delaware corporation and, as of the date hereof, a wholly owned Subsidiary of P&G (“ Folgers ”), and The J.M. Smucker Company, an Ohio corporation (“ RMT Partner ”) (collectively, the “ Companies ”).

WHEREAS, as of the date hereof, P&G is the common parent of an affiliated group of corporations, including Folgers, which has elected to file certain Tax Returns on an affiliated, consolidated, combined or unitary group basis;

WHEREAS, the Board of Directors of P&G has determined that it would be appropriate and desirable to completely separate the Coffee Business from P&G;

WHEREAS, the Boards of Directors of P&G, Folgers, RMT Partner and its wholly owned direct subsidiary (“ Merger Sub ”) have each approved and declared advisable the merger, immediately following the Distribution, of Merger Sub with and into Folgers with Folgers as the surviving entity (the “ Merger ”);

WHEREAS, P&G, Folgers and RMT Partner have entered into the (i) Separation Agreement pursuant to which P&G shall effect the Folgers Transfer on the Business Transfer Date, and (ii) Transaction Agreement pursuant to which the parties will effect the Merger;

WHEREAS, in connection with the Folgers Transfer, P&G shall effect the (i) One-Step Spin-Off, or (ii) Exchange Offer and, if necessary, the Clean-Up Spin-Off;

WHEREAS, in connection with the Folgers Transfer and the Distribution, P&G intends to effect the Parent Cash Distribution;

WHEREAS, the Companies intend that the Folgers Transfer and Distribution qualify as a “reorganization” under Code Section 368(a) with respect to which no gain or loss is recognized under Code Sections 361 and 355;

WHEREAS, the Companies intend that the Merger qualify as a “reorganization” under Code Section 368(a) with respect to which the Folgers shareholders recognize no gain or loss;

WHEREAS, as a result of and upon the Distribution, Folgers will cease to be a member of the P&G affiliated group within the meaning of Code Section 1504(a); and

WHEREAS, the Companies desire to allocate the Tax responsibilities, liabilities and benefits of certain transactions and to provide for certain other Tax matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Companies (each on behalf of itself, each of its Subsidiaries, as of the Closing Date, and its future Subsidiaries) hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definition of Terms. The following terms shall have the following meanings (such meanings to apply equally to both the singular and the plural forms of the terms defined). Unless otherwise stated, all Section references are to this Agreement. Any capitalized terms used herein and not otherwise defined shall have the meaning given to such term in the Separation Agreement or the Transaction Agreement.

“ Active Trade or Business ” means the active conduct (determined in accordance with Code Section 355(b)) of the business conducted by the Folgers Group members. For these purposes, members shall include only those members that are part of Folgers’ “separate affiliated group” within the meaning of Code Section 355(b)(3)(B).

“ Additional Costs ” means liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including reasonable attorneys’ and accountants’ fees and expenses), whether arising under strict liability or otherwise, in each case, arising out of or incident to the imposition, assessment or assertion of any Tax or adjustment against a party with respect to an amount for which such party is entitled to indemnification under this Agreement.

“ Adjustment Request ” means any formal or informal claim or request for a Refund filed with any Taxing Authority.

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

“ Applicable Penalty Standard ” means the standard under applicable law for avoiding the imposition of penalties on the taxpayer and/or the tax return preparer.

“ Articles PLR ” has the meaning set forth in Section 5.06.

“ Capital Stock ” means (i) all classes or series of outstanding capital stock of an issuer for U.S. federal income Tax purposes, including common stock and all other instruments treated as outstanding equity in the issuer for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ Closing Date ” means the date on which the Distribution and the Merger are consummated.

“ Companies ” has the meaning set forth in the recitals.

“ Covered Compensation Arrangement ” has the meaning set forth in Section 4.02(b)(i).

-2-

“ Distribution ” means the distribution by P&G of 100% of the Folgers Common Stock pursuant to the One-Step Spin-Off or, alternatively, the Exchange Offer and any Clean-Up Spin-Off.

“ Equity Compensation Opinion ” means an opinion obtained by the RMT Group (at its sole expense), in form and substance reasonably satisfactory to P&G, providing that (i) the issuance of RMT Partner or Folgers options, restricted stock and/or deferred stock units, as the case may be, to a Safe Harbor VIII Person or an RMT Partner retirement plan (or other eligible retirement plan under Safe Harbor IX in Treasury Regulation Section 1.355-7(d)), as applicable, would not affect the Tax-Free Treatment; and (ii) the shares of RMT Partner or Folgers Capital Stock issued upon the exercise or vesting of the options, restricted stock and/or deferred stock units described in clause (i) above would satisfy the requirements of Safe Harbor VIII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d), as applicable. Any Equity Compensation Opinion shall be delivered by nationally recognized U.S. tax counsel acceptable to P&G.

“ Final Determination ” means the final resolution of any Tax liability for any Tax period by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction, (ii) a final settlement with the Internal Revenue Service, a closing agreement or accepted offer in compromise under Code Sections 7121 or 7122, or a comparable arrangement under the laws of another jurisdiction, (iii) any allowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such amount may be recovered by the jurisdiction imposing such Tax, or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

“ Folgers ” has the meaning set forth in the recitals.

“ Folgers Capital Stock ” means (i) all classes or series of outstanding capital stock of Folgers for U.S. federal income Tax purposes, including common stock and all other instruments treated as outstanding equity in Folgers for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ Folgers Group ” means Folgers and each of its Subsidiaries, including any corporations that would be members of an affiliated group if they were includible corporations under Code Section 1504(b) (in each case, including any successors thereof).

“ Folgers Group Taxes ” means (i) any Tax imposed on or payable by the Folgers Group or any member thereof for a Tax period beginning after the Closing Date, (ii) any Tax imposed on or payable by the Folgers Group or any member thereof for the portion of a Straddle Period beginning after the Closing Date (other than any such Tax payable by reason of membership in any affiliated, consolidated, combined or unitary group at any time on or prior to the Closing Date, including by reason of Treasury Regulation Section 1.1502-6), and (iii) any Taxes attributable to any transaction or event of the RMT Group (or any member thereof) occurring outside the ordinary course of business on the Closing Date after the Distribution, including, in each case, any relevant Tax liabilities arising from a Final Determination.

-3-

“ Folgers Separate Return ” means any Tax Return (other than a Joint Return) that includes any Folgers Group member (including any consolidated, combined or unitary Tax Return).

“ Indemnitee ” has the meaning set forth in Section 5.01.

“ Indemnifying Party ” has the meaning set forth in Section 5.01.

“ IRS ” means the Internal Revenue Service.

“ Joint Return ” means any Tax Return that includes at least one P&G Group member and at least one Folgers Group member.

“ Merger ” has the meaning set forth in the recitals.

“ Merger Disqualification ” means the failure of the Merger to qualify as a tax-free reorganization under Code Section 368(a) or a similar provision of state or local law, other than any such failure that is attributable to P&G’s breach of any representation, warranty or covenant in the Transaction Documents (including the P&G Representation Letter) or Folgers’ breach, prior to the Distribution, of any representation, warranty or covenant in the Transactions Documents.

“ Merger Sub ” has the meaning set forth in the recitals.

“ P&G ” has the meaning set forth in the recitals.

“ P&G Group ” means P&G and each of its Subsidiaries, including any corporations that would be members of an affiliated group if they were includible corporations under Code Section 1504(b) (in each case, including any successors thereof), but excluding any entity that is a member of the Folgers Group.

“ P&G Group Taxes ” means (i) any Tax imposed on or payable by the P&G Group or any member thereof for any Tax period, and (ii) any Pre-Closing Tax imposed on or payable by the Folgers Group or any member thereof, including, in each case, any relevant Tax liabilities arising from a Final Determination.

“ P&G Representation Letter ” means the representation letters executed by P&G in connection with the delivery of the Tax Opinion.

“ P&G Tax Assets ” has the meaning set forth in Section 2.04.

“ Penalty Objection ” means a non-preparing party’s good faith, written determination that a position taken by a preparing party on a draft Folgers Separate Return subject to Section 3.01(b) would not satisfy the Applicable Penalty Standard.

“ Permitted P&G Information ” has the meaning set forth in Section 5.06.

“ PLR ” means a private letter ruling requested or obtained from the IRS.

-4-

“ Post-Distribution Period ” means the portion of the Closing Date after the completion of the Distribution and any date thereafter.

“ Pre-Closing Period ” means any Tax period ending on or before the Closing Date, and, except for purposes of Article III and Article V , the portion of any Straddle Period ending on or before the Closing Date.

“ Pre-Closing Taxes ” means Taxes imposed (i) in, or allocable to, a Pre-Closing Period (other than any Tax described in clause (iii) of Folgers Group Taxes), or (ii) by reason of being a member of any affiliated, consolidated, combined or unitary group at any time on or prior to the Closing Date, including by reason of Treasury Regulation Section 1.1502-6.

“ Refund ” means any cash refund of Taxes or reduction of Taxes by means of credit, offset or otherwise, together with any interest received thereon.

“ Restricted Period ” means the period commencing upon the Closing Date and ending at the close of business on the first day following the second anniversary of the Closing Date.

“ RMT Group ” means the RMT Partner Group and, with respect to any period after the Distribution, the Folgers Group (in each case, including any successors thereof).

“ RMT Issue ” has the meaning set forth in Section 5.02.

“ RMT Partner ” has the meaning set forth in the recitals.

“ RMT Partner Capital Stock ” means (i) all classes or series of outstanding capital stock of RMT Partner for U.S. federal income Tax purposes, including common stock and all other instruments treated as outstanding equity in RMT Partner for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ RMT Partner Group ” means RMT Partner and each of its Subsidiaries (in each case, including any successors thereof), other than any members of the Folgers Group.

“ RMT Partner Representation Letter ” means the representation letters executed by RMT Partner in connection with the (i) Tax Opinion and (ii) delivery of the opinion referred to in Section 6.02(d) of the Transaction Agreement.

“ RMT Partner Section 355(e) Event ” means any event(s) involving RMT Partner Capital Stock or any assets of RMT Partner or any of its Affiliates which cause the Distribution to be a taxable event to P&G as a result of the application of Code Section 355(e) or a similar provision of state or local Tax law. For the avoidance of doubt, an event involving RMT Partner Capital Stock or any assets of RMT Partner or any of its Affiliates shall include, without limitation, (x) the application of the provisions of Article Fourth, Division II, Section 2 of the Amended Articles of Incorporation of RMT Partner as in effect as of the date hereof, (y) the special dividend payable by RMT Partner pursuant to Section 5.02(c) of the Transaction Agreement, and (z) the Merger.

-5-

“ Ruling ” means a PLR, in form and substance reasonably satisfactory to P&G, providing that the completion of a proposed action by the RMT Group (or any member thereof) prohibited by Section 4.02(b) or (c) would not affect the Tax-Free Treatment.

“ Safe Harbor VIII Person ” means an RMT Partner or Folgers employee, independent contractor, director or other Person permitted to receive RMT Partner or Folgers Capital Stock under Safe Harbor VIII in Treasury Regulation Section 1.355-7(d).

“ Separation Agreement ” means the Separation Agreement, as may be amended from time to time, among P&G, Folgers and RMT Partner, dated June 4, 2008.

“ Straddle Period ” means a Tax period beginning on or before and ending after the Closing Date.

“ Tax Advisor ” has the meaning set forth in Section 6.01.

“ Tax Attributes ” means net operating losses, investment credits, foreign Tax credits, excess charitable contributions, general business credits, or any other loss, deduction, credit or item that could reduce a Tax liability.

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any Adjustment Request).

“ Tax Dispute ” means any dispute arising in connection with this Agreement.

“ Tax-Free Treatment ” means (i) the Folgers Transfer and Distribution, taken together, qualifying as a transaction (x) that is described in Code Sections 355(a) and 368(a)(1)(D), (y) in which the Folgers Common Stock distributed is “qualified property” under Code Section 361(c), and (z) in which the shareholders of P&G recognize no income or gain for U.S. federal income Tax purposes under Code Section 355 (except to the extent of any cash received in lieu of fractional shares of Folgers Common Stock); (ii) the Merger qualifying as a reorganization under Code Section 368(a), in which the Folgers shareholders recognize no income or gain for U.S. federal income Tax purposes (except to the extent of any cash received in lieu of fractional shares of RMT Partner Common Stock); and (iii) the Parent Cash

-6-

Distribution qualifying as money transferred to P&G creditors and/or shareholders under Code Section 361(b).

“ Tax Opinion ” means the opinion obtained by P&G with respect to the Folgers Transfer, Distribution, Merger and Parent Cash Distribution.

“ Tax Return ” means any return, filing, report, questionnaire, information statement, claim for Refund, or other document required or permitted to be filed, including any amendments thereto, for any Tax period with any Taxing Authority.

“ Taxing Authority ” means any governmental authority imposing Taxes.

“ Transaction Document ” means any document executed by P&G, Folgers and/or RMT Partner, as the case may be, in connection with the Transactions, including this Agreement, the Separation Agreement and the Transaction Agreement.

“ Transaction Taxes ” means (i) all Taxes of any P&G Group or Folgers Group member, as the case may be, resulting from, or arising in connection with, the failure of any of the Folgers Transfer, Distribution, Merger and Parent Cash Distribution to qualify for Tax-Free Treatment, and (ii) all corresponding state and local income and franchise Taxes.

“ Transactions ” means the Folgers Transfer, Distribution, Merger and Parent Cash Distribution, in each case, as contemplated by the Separation Agreement and/or Transaction Agreement.

“ Transfer Taxes ” means any stamp, sales, use, gross receipts, value added, goods and services, harmonized sales, land transfer or other transfer Taxes imposed in connection with the Transactions. For the avoidance of doubt, Transfer Taxes shall not include any income or franchise Taxes payable in connection with the Transactions.

“ Unqualified Opinion ” means an opinion obtained by RMT Partner or Folgers (at its sole expense), in form and substance reasonably satisfactory to P&G providing that the completion of a proposed action by the RMT Partner Group or Folgers Group (or, in each case, any member thereof) prohibited by Section 4.02(b) or (c) below would not affect the Tax-Free Treatment. Any Unqualified Opinion shall be delivered by nationally recognized U.S. tax counsel acceptable to P&G.

ARTICLE II

ALLOCATION OF TAXES

Section 2.01 Ordinary Course Taxes. (a) Except as provided in Sections 2.02 and 2.03 below, P&G shall indemnify each RMT Group member against, and hold it harmless from, all P&G Group Taxes.

-7-

(b) Except as provided in Sections 2.02 and 2.03 below, each RMT Group member, jointly and severally, shall indemnify each P&G Group member against, and hold it harmless from, all Folgers Group Taxes.

(c) If, with respect to any Folgers Group Tax, the P&G Group (or any member thereof) receives (or realizes) a Refund, it shall remit to Folgers, within 30 days, the amount of such Refund net of any Taxes incurred by the P&G Group (or any member thereof) in connection with the Refund.

(d) Except as provided in Section 2.01(e) below, if, with respect to any P&G Group Tax, the RMT Group (or any member thereof) receives (or realizes) a Refund, it shall remit to P&G, within 30 days, the amount of such Refund net of any Taxes incurred by the RMT Group (or any member thereof) in connection with the Refund.

(e) RMT Partner shall cause the Folgers Group, except to the extent not permitted by law, to elect to forego carrybacks of any net operating losses, capital losses, credits or other Tax benefits of the Folgers Group to a Pre-Closing Period. If the P&G Group (or any member thereof) receives (or realizes) a Refund as a result of any carryback permitted by the previous sentence, it shall remit to Folgers, within 30 days, the amount of such Refund net of any Taxes incurred by the P&G Group (or any member thereof) in connection with the Refund; provided, however, that, if a Taxing Authority subsequently reduces or disallows such Refund, the RMT Group shall, within 5 days of the reduction or disallowance, return the amount previously remitted to Folgers, plus interest at the rate determined under applicable Tax law.

(f) Each Folgers Group member shall, unless prohibited by applicable law, close its taxable year on the Closing Date. If applicable law does not permit a Folgers Group member to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a Straddle Period, the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the period up to and including the Closing Date, on the one hand, and (ii) to the period subsequent to the Closing Date, on the other hand, by means of a closing of the books and records of the Folgers Group member as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) and Taxes that are assessed on a periodic basis (such as real and personal property taxes) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Section 2.02 Transaction Taxes. (a) Except as otherwise provided in Section 2.02(c) below, each RMT Group member, jointly and severally, shall indemnify each P&G Group member against, and hold it harmless from, any Transaction Taxes attributable to:

(i) any inaccurate representation of fact, plan or intent made by RMT Partner in Section 4.01 of this Agreement or in the RMT Partner Representation Letter;

(ii) any action or omission by Folgers or any of its Affiliates in the Post-Distribution Period or by RMT Partner or any of its Affiliates, in each case, that is inconsistent with any covenant made by any Folgers Group member or RMT Partner

-8-

Group member in any Transaction Document other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by P&G in this Agreement or the P&G Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part;

(iii) any other action or omission by Folgers or any of its Affiliates in the Post-Distribution Period or by RMT Partner or any of its Affiliates, in each case, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by P&G in this Agreement or the P&G Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or

(iv) a Merger Disqualification.

(b) Except as otherwise provided in Section 2.02(c) below, P&G shall indemnify each RMT Group member against, and hold it harmless from, any Transaction Taxes attributable to:

(i) any inaccurate representation of fact, plan or intent made by P&G in Section 4.01 of this Agreement or in the P&G Representation Letter;

(ii) any action or omission by P&G or any of its Affiliates that is inconsistent with any covenant made by any P&G Group member in any Transaction Document other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by RMT Partner in this Agreement or the RMT Partner Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or

(iii) any other action or omission by P&G or any of its Affiliates, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by RMT Partner in this Agreement or the RMT Partner Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part.

(c) Except with respect to liability for Taxes incurred with respect to an RMT Partner Section 355(e) Event, liability for any Transaction Taxes described in both Section 2.02(a) and Section 2.02(b) above shall be shared by P&G and the RMT Group according to relative fault. Notwithstanding anything to the contrary contained in this Agreement, each RMT Group member, jointly and severally, shall indemnify each P&G Group member against, and hold it harmless from, any Transaction Taxes attributable to an RMT Partner Section 355(e) Event, except for any such event that would not have been so taxable but for P&G’s breach of (i) Section 4.01(a)(iii) and/or (ii) the last sentence of Section 4.02(a), provided that, upon such taxable event, P&G’s breach of Section 4.01(a)(iii) and/or the last sentence of Section 4.02(a) shall be the last item(s) taken into account in determining whether

-9-

the Distribution is a taxable event under Code Section 355(e) or any similar provision of state or local law.

(d) P&G shall indemnify each RMT Group member against, and hold it harmless from, any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above.

(e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party receives (or realizes) any such Refund, it shall remit the amount of such Refund net of any Taxes incurred by such party (or any member of its group) in connection with the Refund, within 30 days, to the party entitled to it under this Agreement.

Section 2.03 Transfer Taxes. The RMT Group and the P&G Group shall each be liable for one-half of any Transfer Taxes. The parties shall cooperate in good faith to minimize the amount of any Transfer Taxes and obtain any Refunds thereof. If the RMT Group or the P&G Group receives a Refund of any Transfer Taxes, such group shall remit, within 30 days, one-half of the Refund to other group net of Taxes incurred by the recipient group in connection with the Refund.

Section 2.04 Entitlement to Tax Attributes. The P&G Group shall be entitled to any Tax Attributes of the Folgers Group (or any member thereof) relating to (i) the exercise of compensatory stock options issued on or prior to the Closing Date with respect to Parent Common Stock, and (ii) any items allocated to the Folgers Group (or any member thereof) from any Pre-Closing Period that carry over to any Tax period ending after the Closing Date (clauses (i)-(ii), collectively, the “ P&G Tax Assets ”). The P&G Group shall, to the extent permitted by law, claim on the applicable P&G Group Tax Return any Tax Attributes described in clause (i) above. In connection therewith, the RMT Group will be required to make a payment to P&G in the event the RMT Group (or any member thereof) actually utilizes any P&G Tax Assets to reduce its Tax liability. The amount of any such payment shall equal the overall net reduction in Tax liability realized as a result of utilizing the relevant P&G Tax Assets, taking into account the net effect of all federal, state and local Taxes, and shall be made within 30 days after the RMT Group (or any member thereof), as the case may be, realizes such reduction in Tax liability by way of a Refund or otherwise. To the extent any P&G Tax Assets are subsequently increased for any reason, the RMT Group will pay P&G for the benefit of any such increase in a manner consistent with this provision. To the extent, following a Final Determination, the RMT Group (or any member thereof) is unable to utilize a P&G Tax Asset to reduce its Tax liability, then P&G shall repay to Folgers or RMT Partner any amount previously paid to P&G with respect to such P&G Tax Asset, plus interest (at the rate determined under applicable Tax law) from the date of payment to P&G through the date of P&G’s repayment.

Section 2.05 Additional Costs. Each party shall be entitled to indemnification for Additional Costs related to any indemnity payment under this Agreement.

-10-

ARTICLE III

TAX RETURN FILING AND PAYMENT OBLIGATIONS

Section 3.01 Tax Return Preparation and Filing. (a) P&G shall (i) prepare and file, or shall cause to be prepared and filed, all Joint Returns, and (ii) subject to Section 3.01(b), prepare all Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Group member for a Pre-Closing Period, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any Folgers Group Taxes. RMT Partner shall prepare and file, or shall cause to be prepared and filed, subject to Section 3.01(b), all Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Group member for a Straddle Period, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any P&G Group Taxes. Except as provided in Section 2.01(f), Section 3.01(b) or Section 3.02, the party required to prepare a return pursuant to this Section 3.01(a) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed, and (iii) the elections that will be made on any such Tax Return; provided, however, that, in the absence of a change in law or circumstances requiring the contrary, Folgers Separate Returns and the portion of any Joint Return relating to a member of the Folgers Group shall be prepared, where applicable, on a basis consistent with the Folgers Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the Folgers Group involving similar matters have been filed.

(b) The party that is required to prepare a Folgers Separate Return pursuant to Section 3.01(a) shall submit to the other party a draft of any such Folgers Separate Return required to be filed after the Closing Date at least 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall be deemed to have agreed to the applicable Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection, the parties shall negotiate in good faith to resolve all disputed issues. If the parties are unable to resolve all disputed issues within the following 10-day period, they shall submit the remaining disputed issues to the Tax Advisor for resolution at least 5 days prior to the due date for filing the applicable Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall be upheld except for any such positions that the Tax Advisor concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(b); provided , however , that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. With respect to any Tax Return for a Straddle Period, P&G will pay to RMT Partner its allocable share of the Tax liability, as finally determined under this Section 3.01(b), at least 3 days prior to the due date for filing the applicable Tax Return.

-11-

(c) RMT Partner shall not cause or permit any Folgers Group member to file any amended Tax Return with respect to a Pre-Closing Period (other than any amendment to effect a carryback of a post-Closing Tax Attribute, which carryback the relevant Folgers Group member is not permitted under applicable law to elect to forego) without the prior written consent of P&G, which consent may be withheld in P&G’s sole discretion.

(d) Except as required by any Transaction Document, RMT Partner shall not cause or permit any Folgers Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

Section 3.02 Treatment of Transactions. The parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinion, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination. Subject to Section 3.01(b), and except in the case of a Folgers Separate Return for a Straddle Period, P&G shall determine the Tax reporting of any issue relating to the Transactions that is not covered by the Tax Opinion.

ARTICLE IV

TAX-FREE TREATMENT OF DISTRIBUTION & RELATED TRANSACTIONS

Section 4.01 Representations. (a) P&G represents and warrants that, as of the Effective Time, (i) the Transaction Documents are true, correct and complete in all material respects, and P&G knows of no other facts that could cause any Transaction to fail to qualify for Tax-Free Treatment, (ii) it has no plan or intention to take any action inconsistent with the P&G Representation Letter or any covenant of any P&G Group member set forth in any Transaction Document, and (iii) no pre-Distribution acquisition or sale of P&G Capital Stock by P&G or any of its Affiliates will be part of a plan (or series of related transactions), within the meaning of Code Section 355(e)(2)(A)(ii) and Treasury Regulation Section 1.355-7(b), that includes the Distribution.

(b) Folgers and RMT Partner each represents and warrants that, as of the Effective Time, (i) all statements in the Transaction Documents by or about the Folgers Group or the RMT Partner Group, any member thereof or the Coffee Business are true, correct and complete in all material respects, and neither Folgers nor RMT Partner knows of any other facts that could cause any Transaction to fail to qualify for Tax-Free Treatment, and (ii) it has no plan or intention to take any action inconsistent with the RMT Partner Representation Letter or any covenant of any Folgers Group or RMT Partner Group member set forth in any Transaction Document.

(c) Each of P&G, Folgers and RMT Partner represents and warrants that, as of the Effective Time, neither it nor any Affiliate thereof (or any officers or directors acting on its behalf, or any Person acting with the implicit or explicit permission of any such officers or directors) had any agreement, understanding, arrangement or substantial negotiations, as defined in Treasury Regulation Section 1.355-7(h), during the preceding two-year period pursuant to which any Person would (directly or indirectly) acquire, or have the right to acquire, Folgers

-12-

Capital Stock, except as contemplated by the Transaction Documents. RMT Partner further represents and warrants that, immediately before the Effective Time, the amount of shares of RMT Partner stock treated as outstanding for purposes of Code Section 355(e) will not exceed 55,896,243 shares. For the avoidance of doubt, any RMT Partner stock, RMT Partner restricted stock, options to acquire RMT Partner stock, RMT Partner deferred stock units and any other RMT Partner equity-based compensation outstanding immediately before the Effective Time shall be treated as vested or exercised, as the case may be, and the resulting RMT Partner stock shall be treated as outstanding stock for purposes of the calculation in the immediately preceding sentence.

(d) For the avoidance of doubt, the indemnification obligations of the parties with respect to Taxes shall be determined without regard to any representation or warranty made by Folgers.

Section 4.02 Covenants. (a) During the Restricted Period, (i) neither P&G nor any of its Affiliates (or any officers or directors acting on behalf of P&G or any of its Subsidiaries, or any Person acting with the implicit or explicit permission of any such officers or directors) shall take or fail to take any action if such action (or the failure to take such action) would (x) be inconsistent with any material, information, covenant, representation or statement made by P&G or any of its Affiliates in the P&G Representation Letter or in any Transaction Document, or (y) prevent, or be reasonably likely to prevent, any Transaction from qualifying for Tax-Free Treatment; and (ii) none of Folgers, RMT Partner or any of their Affiliates (or any officers or directors acting on behalf of Folgers, RMT Partner or their Subsidiaries, or any Person acting with the implicit or explicit permission of any such officers or directors) shall take or fail to take any action if such action (or the failure to take such action) would (x) be inconsistent with any material, information, covenant, representation or statement made by Folgers, RMT Partner or any of their Affiliates in the RMT Partner Representation Letter or in any Transaction Document, or (y) prevent, or be reasonably likely to prevent, any Transaction from qualifying for Tax-Free Treatment. P&G further acknowledges and agrees that, after the Merger and through the completion of the Restricted Period, neither P&G nor any of its Affiliates shall acquire or transfer any RMT Partner Capital Stock or Folgers Capital Stock, other than any transfers by P&G or any Affiliate thereof of not more than 2,850,000 shares of RMT Partner Common Stock received in the Merger.

(b) Without limiting the generality of the foregoing, during the Restricted Period, subject to Section 4.02(d), none of Folgers, RMT Partner or any of their Affiliates (or any officers or directors acting on behalf of Folgers, RMT Partner or their Subsidiaries, or any Person acting with the implicit or explicit permission of any such officers or directors) shall:

(i) enter into any agreement, understanding, arrangement or substantial negotiations, as defined in Treasury Regulation Section 1.355-7(h), pursuant to which any Person would (directly or indirectly) acquire, or have the right to acquire, RMT Partner Capital Stock or Folgers Capital Stock. For these purposes, an acquisition of RMT Partner Capital Stock or Folgers Capital Stock, as applicable, shall include, without limitation, any recapitalization, repurchase or redemption of RMT Partner Capital Stock or Folgers Capital Stock, any issuance of such Capital Stock (including any nonvoting stock) or an instrument exchangeable or convertible into such Capital Stock (whether

-13-

pursuant to an exercise of stock options, as a result of a capital contribution to RMT Partner or Folgers, as applicable, or otherwise), any option grant, any amendment to the certificate of incorporation (or other organizational document) of RMT Partner or Folgers, as applicable, or any other action (whether effected through a shareholder vote or otherwise) affecting the voting rights of Capital Stock (including through the conversion of any such Capital Stock into another class of such Capital Stock); provided , however , that (u) Folgers shall be permitted to issue Capital Stock to RMT Partner; (v) vesting of any RMT Partner Capital Stock issued pursuant to Section 5.02(c)(iv) of the Transaction Agreement, or vesting of any restricted stock or deferred stock units that a Safe Harbor VIII Person is entitled to receive (or would be entitled to receive upon achieving the relevant hurdles in existence) as of the Effective Time shall not be treated as an acquisition of RMT Partner Capital Stock for purposes of this Section 4.02(b)(i); (w) RMT Partner shall be permitted to issue Capital Stock to a Safe Harbor VIII Person pursuant to the exercise of an option to acquire Capital Stock that was granted at or prior to the Effective Time; (x) after P&G’s receipt and acceptance of, and solely to the extent consistent with, an Equity Compensation Opinion, RMT Partner or Folgers, as applicable, may issue RMT Partner or Folgers options, restricted stock and/or deferred stock units and the shares of RMT Partner or Folgers Capital Stock issued upon the exercise or vesting, as applicable, of such options, restricted stock and/or deferred stock units, and any such shares shall not be treated as an acquisition of RMT Partner Capital Stock or Folgers Capital Stock, as applicable, provided that the RMT Group shall deliver an Equity Compensation Opinion to P&G prior to the issuance of any RMT Partner or Folgers options, restricted stock and/or deferred stock units after the Merger pursuant to an employee stock purchase agreement, equity compensation agreement, retirement plan or other compensation arrangement that is described in the opinion (such arrangement, the “ Covered Compensation Arrangement ”), and the RMT Group may rely on an Equity Compensation Opinion for all issuances under the Covered Compensation Arrangement until the earlier of (i) any amendment of the Covered Compensation Arrangement, or (ii) a change in applicable Tax law; (y) subject to compliance with Section 4.02(d), RMT Partner may redeem, retire, repurchase or otherwise acquire RMT Partner Capital Stock in a manner that complies with the requirements of Revenue Procedure 96-30 (as in effect prior to the release of Revenue Procedure 2003-48), except that the maximum amount of RMT Partner Capital Stock permitted to be repurchased under this clause (y) shall be reduced by the amount of any Folgers Capital Stock treated as retained for U.S. federal income Tax purposes by P&G or any of its Affiliates after the Transactions; and (z) RMT Partner may adopt a shareholder rights plan (and issue Capital Stock in accordance therewith) that is described in or is similar to the shareholder rights plan described in IRS Revenue Ruling 90-11 (for this purpose a shareholder rights plan will be considered similar to the plan described in IRS Revenue Ruling 90-11 only if the principal purpose for the adoption of the plan providing for such rights is to establish a mechanism by which a publicly held corporation can, in the future, provide shareholders with rights to purchase stock at substantially less than fair market value as a means of responding to unsolicited offers to acquire the corporation);

(ii) merge or consolidate RMT Partner or Folgers with any other Person, or liquidate or partially liquidate RMT Partner or Folgers;

-14-

(iii) cause or permit RMT Partner or Folgers to be treated as other than a corporation for U.S. federal income Tax purposes; or

(iv) discontinue, sell, transfer or cease to maintain the Active Trade or Business, or engage in any transaction that could result in Folgers ceasing to be a company whose separate affiliated group, as defined in Code Section 355(b)(3)(B), is so engaged; provided , however , that, after the Merger, the Folgers Group shall be permitted to sell, transfer or otherwise dispose of (x) inventory in the ordinary course of business, and (y) up to 20% of its non-inventory assets (determined based on the fair market value of the Folgers Group’s assets immediately before the Closing Date) in the aggregate and use the proceeds from any such dispositions described in this clause (y) to repay debt or fund capital requirements for business activities or for other bona fide corporate business purposes.

(c) To the extent that as a result of a subsequent amendment to the Code and/or the Treasury Regulations, any action or a failure to take any action by a P&G Group member or an RMT Group member could affect any Transaction’s qualification for Tax-Free Treatment, then the covenants contained in Section 4.02(a)(i)(y) and in Section 4.02(a)(ii)(y) shall automatically be deemed to incorporate by reference such actions and the failure to take such actions, and the RMT Group shall comply with the requirements of the relevant amendment through the end of the Restricted Period; provided , however , that, for the avoidance of doubt, no such action or failure to take any such action before the date the relevant amendment is enacted shall constitute a breach of such Sections to the extent such actions or failure to take such actions would not have otherwise constituted a breach of such Sections before such date.

(d) For the avoidance of doubt, neither the RMT Group nor any of its Affiliates shall take any action prohibited by the foregoing subparagraphs (b) or (c), unless (i) P&G receives prior written notice describing the proposed action in reasonable detail, and (ii) the RMT Group delivers to P&G (x) an Unqualified Opinion and P&G, in its reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Treatment, provides its written consent permitting the proposed action, or (y) a Ruling. Notwithstanding the foregoing, if the RMT Group, either before or contemporaneously with the Closing, files an Articles PLR or a Ruling regarding the effect of RMT Partner equity-based compensation on the Distribution’s qualification under Code Section 355(e), none of the RMT Group or any of its Affiliates shall have any communication (including telephonic) with the IRS in connection with the Transactions until more than 6 months after the Closing Date, provided , that, if a PLR request was not submitted, either before or contemporaneously with the Closing, the RMT Group shall be permitted to file one Ruling request under this Section 4.02(d) during the first six months after the Closing Date. P&G’s obligation to cooperate in connection with the RMT Group’s delivery of an Unqualified Opinion or Ruling is as expressly set forth in Section 5.06(b) below. For the avoidance of doubt, the P&G Group’s right to indemnification for Transaction Taxes shall be determined without regard to whether the RMT Group satisfies any or all of the requirements of this Section 4.02(d).

-15-

ARTICLE V

TAX CONTESTS; INDEMNIFICATION; COOPERATION

Section 5.01 Notice. Within 30 days after a party (the “ Indemnitee ”) becomes aware of the existence of a Tax Contest that may give rise to an indemnification claim by it against another party under this Agreement (each such party, an “ Indemnifying Party ”), the Indemnitee shall promptly notify the Indemnifying Parties of the Tax Contest, and thereafter shall promptly forward or make available to the Indemnifying Parties copies of all notices and communications with a Taxing Authority solely to the extent relating to such Tax Contest; provided , however , that any delay on the part of the Indemnitee in notifying the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Parties are actually prejudiced thereby.

Section 5.02 Control of Tax Contests. P&G shall have the right to (i) contest, compromise or settle any adjustment or deficiency proposed or asserted with respect to any Tax liability of a P&G Group member or a Folgers Group member for a Pre-Closing Period or with respect to a Joint Return, and (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any Tax for such period or return; provided, however, that (a) in the case of a Folgers Separate Return, the RMT Group shall have the right to actively participate in any action set forth in clauses (i) and (ii) above if such action could result in any Folgers Group Taxes or any Transaction Taxes with respect to which the RMT Group has previously acknowledged its liability in writing and P&G shall not settle or compromise any such contest without RMT Partner’s written consent, which consent may not be unreasonably withheld, delayed or conditioned; and (b) in the case of a Joint Return, to the extent such Tax Contest solely relates to Transaction Taxes with respect to which the RMT Group could be liable under Section 2.02(a) (an “ RMT Issue ”), P&G shall reasonably consult with the RMT Group with respect to P&G’s defense and control of such Tax Contest, including through the following: (x) P&G shall keep RMT Partner fully informed, in all material respects, regarding the progress of the prosecution or defense of such Tax Contest, (y) P&G shall promptly provide RMT Partner with copies of any correspondence received from any Taxing Authority in connection with such Tax Contest, and (z) P&G shall provide RMT Partner with drafts of any correspondence from P&G to any Taxing Authority in connection with such Tax Contest and shall provide RMT Partner with a reasonable opportunity to comment on such correspondence; provided , further , that, if the RMT Group acknowledges its liability in writing for all the Transaction Taxes that would be owed to a Taxing Authority in the event of an adverse determination with respect to the RMT Issue, P&G shall not settle or compromise any such contest without RMT Partner’s written consent, which consent may not be unreasonably withheld, delayed or conditioned; provided , further , however , that if RMT Partner withholds its consent to a settlement or compromise described in the prior proviso, RMT Partner shall be liable for any Transaction Taxes resulting from a Final Determination to the extent the basis for the Final Determination is such that the RMT Group would have liability for the applicable Transaction Taxes under this Agreement, or if the Final Determination fails to clearly articulate the basis for liability such that it is not reasonably ascertainable which party would be liable for the Transaction Taxes under this Agreement. P&G and RMT Partner shall use their reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. RMT Partner shall have the right to (I) contest, compromise or settle any

-16-

adjustment or deficiency proposed or asserted with respect to any Tax liability included in any Folgers Separate Return for a Straddle Period, and (II) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any Tax for such period; provided, however, that P&G shall have the right to actively participate in any action set forth in clauses (I) and (II) above if such action could result in any P&G Group Taxes or any Transaction Taxes with respect to which the P&G Group has previously acknowledged its liability in writing and RMT Partner shall not settle or compromise any such contest without P&G’s written consent, which consent may not be unreasonably withheld, delayed or conditioned.

Section 5.03 Indemnification Payments. An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement at the time the Indemnitee determines that it is entitled to such payment. The Indemnitee shall provide to the Indemnifying Parties notice of such claim within 10 days of the date on which it first determines that it is entitled to claim such payment, including a description of such claim and a detailed calculation of the amount of the indemnification payment that is claimed; provided , however , that any delay on the part of the Indemnitee in notifying the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Parties are actually prejudiced thereby. Unless the Indemnifying Parties reasonably dispute their liability for, or the amount of, an indemnity payment, such parties shall make the claimed payment to the Indemnitee within 10 days after receiving notice of (i) the Indemnitee’s payment of a Tax for which the Indemnifying Parties are liable under this Agreement, or (ii) a Final Determination which results in the Indemnifying Parties becoming obligated to make a payment to the Indemnitee under this Agreement.

Section 5.04 Interest on Late Payments. With respect to any indemnification payment (including any disputed payment that is ultimately required to be paid) not made by the due date for payment set forth in this Agreement, interest shall accrue at an annual rate equal to (i) the prime lending rate at Citibank N.A. (or its successor or another major money center commercial bank agreed to by the parties) in effect on the applicable payment due date, plus (ii) 3%.

Section 5.05 Treatment of Indemnity Payments. Except for any payment of interest under Section 5.04 and in the absence of a Final Determination to the contrary, any amount payable with respect to any Tax under this Agreement shall be treated as occurring immediately prior to the Transactions, as an inter-company distribution or a contribution to capital, as the case may be. Notwithstanding the foregoing, the amount of any indemnity payment under this Agreement shall be (i) decreased to take into account any Tax benefit actually realized by the Indemnitee (or an Affiliate thereof) arising from the incurrence or payment of the relevant indemnified item, and (ii) increased to take into account any Tax cost actually incurred by the Indemnitee (or an Affiliate thereof) arising from the receipt of the relevant indemnity payment. Any indemnity payment will initially be made without regard to this Section 5.05 and will be reduced or increased to reflect any applicable Tax benefit or Tax cost, as the case may be, within 30 days after the Indemnitee (or an Affiliate thereof) actually realizes such Tax benefit or incurs such Tax cost by way of a Refund, an increase in Taxes or otherwise. In the event of a Final Determination relating to the Indemnitee’s (or its Affiliate’s) incurrence or payment of an indemnified item and/or receipt of an indemnity payment pursuant

-17-

to this Section 5.05, the Indemnitee will, within 30 days of such Final Determination, provide the other parties with notice thereof and supporting documentation addressing, in reasonable detail, the amount of any reduction or increase in Taxes of the Indemnitee (or its Affiliate) resulting from such Final Determination, and the parties will promptly make any payments necessary to reflect the relevant reduction or increase in Tax liability.

Section 5.06 Cooperation. (a) Pursuant to this Agreement, each member of the P&G Group and the RMT Group shall, subject to Section 5.06(b) below, cooperate fully with all reasonable requests from the other parties in connection with the preparation and filing of Tax Returns and Adjustment Requests, the resolution of Tax Contests and any other matters covered herein. If any parties fail to comply with any of their obligations set forth in this Section 5.06(a), and such failure results in the imposition of additional Taxes, the nonperforming parties shall be liable for such additional Taxes.

(b) In connection with the foregoing, P&G shall, at RMT Partner’s sole expense, reasonably cooperate with RMT Partner, upon its written request, in connection with obtaining (i) a PLR regarding the application of Code Section 355(e) to (x) the provisions of Article Fourth, Division II, Section 2 of the Amended Articles of Incorporation of RMT Partner as in effect as of the date hereof, and (y) at RMT Partner’s option, the special dividend payable by RMT Partner pursuant to Section 5.02(c) of the Transaction Agreement (collectively, the “ Articles PLR ”); (ii) a Ruling; (iii) an insurance policy to be issued to RMT Partner that insures risk relating to the application of Code Section 355(e) to the Distribution; and/or (iv) a Safe Harbor Opinion or Unqualified Opinion; provided , however , that P&G’s cooperation (x) in the case of an Articles PLR or a Ruling, shall be limited solely to the delivery by P&G, in a form and in substance satisfactory to P&G, of P&G’s consent to the use of P&G’s and its Affiliates names in the applicable PLR request and a representation substantially to the effect that the Folgers Transfer and the Distribution, taken together, qualify as a transaction described in Code Sections 355(a) and 368(a)(1)(D), apart from the issue that is the subject of the applicable PLR request (the information required under this clause (x), the “ Permitted P&G Information ”); and (y) in the case of clauses (iii) and (iv), shall include providing any information, submissions, representations and covenants reasonably requested by a recipient that has previously executed with P&G an appropriate confidentiality agreement, in form and substance satisfactory to P&G and that permits reliance by P&G; provided , further , however , that P&G’s cooperation under clauses (i) through (iv) above (including through the provision of information, submissions, representations or covenants) shall not affect the P&G Group’s indemnity obligation for Taxes under this Agreement, decrease in any respect the RMT Group’s indemnity obligation for Taxes under this Agreement, or cause any member of the P&G Group to have any liability to any third party, including any insurance company described in clause (iii) above. RMT Partner further acknowledges and agrees that, in the case of an Articles PLR or a Ruling, RMT Partner shall immediately notify P&G if the IRS seeks any non-publicly available information regarding P&G or any of its Affiliates, and RMT Partner shall not provide any such information to the IRS without P&G’s consent, which consent can be withheld or provided in P&G’s sole and absolute discretion. RMT Partner shall promptly withdraw any such PLR request (and immediately notify P&G in writing of such withdrawal) if P&G does not affirmatively consent to provide the requested information within 48 hours of RMT Partner’s notification to P&G regarding the request therefor. RMT Partner shall provide to P&G, for its review and approval prior to filing, a copy of any Articles PLR or Ruling request and any other submissions made to the IRS in

-18-

connection therewith, and RMT Partner shall provide to P&G a copy of any PLR obtained in connection with such request.

Section 5.07 Confidentiality. Any information or documents provided under this Agreement shall be kept confidential by the recipient parties, except as may otherwise be necessary in connection with the filing of any Tax Return or the resolution of any Tax Contest. In addition, if P&G, Folgers or RMT Partner determines that providing such information could be commercially detrimental, violate any law or agreement or waive any privilege, the parties shall use their reasonable best efforts to permit compliance with the obligations under this Agreement in a manner that avoids any such harm or consequence.

ARTICLE VI

DISPUTE RESOLUTION

Section 6.01 Tax Disputes. The parties shall endeavor, and shall cause their respective Affiliates to endeavor, to resolve in good faith all disputes arising in connection with this Agreement. The parties shall negotiate in good faith to resolve any Tax Dispute within 30 days, provided that any dispute with respect to a Folgers Separate Return subject to Section 3.01(b) shall be resolved as set forth therein. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “ Tax Advisor ”) that will be jointly chosen by P&G and RMT Partner; provided , however , that, if P&G and RMT Partner do not agree on the selection of the Tax Advisor after 5 days of good faith negotiation, their respective U.S. tax counsel or other advisors of recognized national standing shall select a mutually acceptable Tax Advisor within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Companies of its resolution of the dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by P&G and the RMT Group. If the parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the parties, acting in good faith find acceptable, then the dispute will be submitted for mediation in a manner consistent with Article VI of the Separation Agreement, and, if the dispute is not resolved in mediation (or if the parties are unable to agree on a mediator), any party will have the right to begin arbitration in a manner consistent with Article VI of the Separation Agreement, provided that only an arbitrator that qualifies as a Tax Advisor shall be selected. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

-19-

ARTICLE VII

MISCELLANEOUS

Section 7.01 Authorization. Each party hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Section 7.02 Expenses. Except as otherwise provided in this Agreement, the Transaction Agreement or any Other RMT Agreement, each party will bear its own expenses in connection with the matters addressed herein.

Section 7.03 Entire Agreement. This Agreement, the Transaction Agreement and the Other RMT Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, will together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.

Section 7.04 Governing Law. The validity, interpretation and enforcement of this Agreement will be governed by the laws of the State of Ohio, other than the choice of law provisions thereof.

Section 7.05 Notice. Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (i) on delivery if delivered personally; (ii) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (iii) on the date of transmission thereof if delivery is confirmed, but, in each case, only if addressed to the parties in the following manner at the following addresses or facsimile numbers (or at the other address or other number as a party may specify by notice to the other):

If to P&G:

The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Attention: Timothy McDonald, Vice President, Finance & Accounting-Taxes
Facsimile: 513-945-8044
E-mail: mcdonald.tm@pg.com

-20-

with a copy to:

Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
Attention: Linda Z. Swartz, Esq.
Facsimile: 212-504-6666
E-mail: Linda.Swartz@cwt.com

If to RMT Partner or Folgers:

The J.M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667
Attention: M. Ann Harlan, Vice President, General Counsel and Secretary
Facsimile: 330-684-3026
E-mail: ann.harlan@jmsmucker.com

with a copy to:

Calfee, Halter & Griswold LLP
1400 KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114
Attention: John J. Jenkins, Esq. and Michael F. Marhofer, Esq.
Facsimile: 216-241-0816
Email: jjenkins@calfee.com and mmarhofer@calfee.com

Any notice to P&G, Folgers or RMT Partner will be deemed notice to all members of the P&G Group, the Folgers Group or the RMT Partner Group, as the case may be.

Section 7.06 Priority of Agreements. If there is a conflict between any provision of this Agreement and a provision in any of the Other RMT Agreements, the provision of this Agreement will control unless specifically provided otherwise in this Agreement or in the applicable Other RMT Agreement.

Section 7.07 Amendments and Waivers. (a) This Agreement may be amended and any provision of this Agreement may be waived, provided that any such amendment or waiver will be binding upon a party only if such amendment or waiver is set forth in a writing executed by such party. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party hereto under or by reason of this Agreement.

(b) No delay or failure in exercising any right, power or remedy hereunder will affect or operate as a waiver thereof; nor will any single or partial exercise thereof or any

-21-

abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any party hereto would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in this Section 7.07(b) and will be effective only to the extent in such writing specifically set forth.

Section 7.08 Termination. This Agreement shall automatically terminate, without further action by any party hereto, upon the termination of the Transaction Agreement if such termination occurs prior to the Merger. If terminated, no party will have any liability of any kind to the other parties or any other Person on account of the termination or otherwise with respect to this Agreement.

Section 7.09 No Third Party Beneficiaries. Except as otherwise provided in the indemnification provisions contained herein, this Agreement is solely for the benefit of the parties hereto and does not confer on third parties (including any employees of any member of the P&G Group, the Folgers Group or the RMT Partner Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

Section 7.10 Assignability. No party will assign its rights or delegate its duties under this Agreement without the written consent of the other parties, except that any party may assign its rights or delegate its duties under this Agreement to a member of its group, provided that such assigning member agrees in writing to be bound by the terms and conditions contained in this Agreement, and provided further that the assignment or delegation will not relieve any party of its indemnification obligations in the event of a breach of this Agreement. Except as provided in the preceding sentence, any attempted assignment or delegation will be void. Upon the Effective Time, Folgers, as the surviving corporation in the Merger, will continue to have all of the rights, and be subject to all of the obligations, ascribed to Folgers under this Agreement.

Section 7.11 Enforcement. The parties acknowledge that irreparable damage would occur to P&G, Folgers and RMT Partner in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. The parties agree that P&G, Folgers and RMT Partner shall be entitled to injunctive relief to prevent any breach of this Agreement and to enforce specifically the terms and provisions hereof, such remedy being in addition to any other remedy to which a party may be entitled at law or in equity.

Section 7.12 Survival. All Sections of this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time (except to the extent any Sections expressly provide for an earlier date, in which case, as of such date).

Section 7.13 Construction. The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified

-22-

from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The parties have participated jointly in the negotiation and drafting of this Agreement, and the parties acknowledge that, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement, the Transaction Agreement or any Other RMT Agreement, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a party, such party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the parties hereto hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

Section 7.14 Severability. The parties agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (ii) any such invalid, void or otherwise unenforceable provisions shall be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (iii) the remaining provisions shall remain valid and enforceable to the fullest extent permitted by applicable law.

Section 7.15 Counterparts. This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party, the other parties will re-execute original forms thereof and deliver them to the requesting party. No party will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such party forever waives any such defense.

-23-

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the respective officers as of the date set forth above.


The Procter & Gamble Company,
By:	/s/ Jon R. Moeller
	Name:	Jon R. Moeller
	Title:	Vice President & Treasurer

The Folgers Coffee Company,
By:	/s/ Jon R. Moeller
	Name:	Jon R. Moeller
	Title:	Vice President & Treasurer

The J.M. Smucker Company,
By:	/s/ Richard K. Smucker
	Name:	Richard K. Smucker
	Title:	Executive Chairman, President, and Co-CEO

Exhibit 10.21

INTELLECTUAL PROPERTY MATTERS AGREEMENT

BETWEEN

THE PROCTER & GAMBLE COMPANY

and

THE FOLGERS COFFEE COMPANY

dated as of

November 6, 2008

TABLE OF CONTENTS


			Page

I. DEFINITIONS			1

II. LICENSE TO FOLGERS			3
2.1 License Grant			3
2.2 Technology Transfer/License			3
2.3 Sublicensing			3
2.4 Improvements			3
2.5 After-Located Know How			3

III. MAINTENANCE OF IP			4
3.1 No Obligation			4

IV. FOLGERS IP			4
4.1 Obligation to Negotiate			4
4.2 Maintenance of Folgers IP			5

V. RESTRICTIONS			5
5.1 Restrictions on Folgers’s Use and Disclosure of Know How			5
5.2 Unauthorized Disclosure Standard			5
5.3 Enforcement of Confidentiality Agreements; Cooperation			6
5.4 Parent IP and SD Restrictive Covenant			6

VI. ADDITIONAL OBLIGATIONS			6
6.1 Responsibility for Affiliates and Sub-licensees			6
6.2 Notification of Infringements			6
6.3 Further Assurances			6

VII. AUTHORITY; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; REMEDIES; ENFORCEMENT			7
7.1 Authority			7
7.2 Disclaimer of Representations and Warranties			7
7.3 Disclaimer of Certain Damages			7
7.4 Enforcement			8

VIII. TERM AND TERMINATION; EFFECT OF TERMINATION			8
8.1 Term			8
8.2 Termination for Breach			8
8.3 Termination by Licensee			8

-i-

TABLE OF CONTENTS
(continued)


			Page
8.4 Insolvency			9
8.5 Change of Control			9
8.6 Know How			9
8.7 Termination; Survival			10

IX. DISPUTE RESOLUTION			10
9.1 Dispute Resolution			10
9.2 Injunctive Relief			10

X. MISCELLANEOUS			11
10.1 No Other Rights Granted			11
10.2 Entire Agreement			11
10.3 Governing Law			11
10.4 Notices			11
10.5 Priority of Agreements			11
10.6 Amendments and Waivers			11
10.7 No Third-Party Beneficiaries			12
10.8 Assignment			12
10.9 Construction			12
10.10 Severability			13
10.11 Counterparts			13
10.12 Relationship Between Parties			13
10.13 Statement of Intent With Respect to Bankruptcy			13


Schedules

Schedule A		Folgers IP

Schedule B		Parent IP

Schedule C		Parent Technology Assets

-ii-

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This Intellectual Property Matters Agreement (this “ Agreement ”) is executed as of November 6, 2008, between The Procter & Gamble Company, an Ohio corporation (“ Parent ”) and The Folgers Coffee Company, a Delaware corporation (“ Folgers ”) (each a “ Party ,” and collectively, the “ Parties ”).

1. Parent is engaged, directly and indirectly, in the Coffee Business;

2. Parent has determined that it would be appropriate and desirable to separate the Coffee Business from Parent;

3. Parent has caused Folgers to be formed in order to facilitate such separation;

4. Parent and Folgers have entered into the Separation Agreement to effect the Folgers Transfer and Distribution;

5. Pursuant to the Transaction Agreement, immediately following the Distribution, Folgers and Merger Sub will merge and Folgers Common Stock will be converted into shares of common stock of RMT Partner on the terms and subject to the conditions of the Transaction Agreement;

6. In connection with the Folgers Transfer, Parent has agreed to grant Folgers a license to certain Intellectual Property used within the scope of the Coffee Business that is not being transferred to Folgers pursuant to the Separation Agreement;

7. Folgers wishes to obtain from Parent the licenses set forth herein on the terms and conditions set forth herein;

8. Parent and Folgers are entering into this Agreement as contemplated by the Separation Agreement.

Accordingly, Parent and Folgers agree as follows:

I. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings ascribed to such terms in the Separation Agreement. For the purpose of this Agreement, the following terms will have the meaning specified herein:

“ After-Located Know How and Patents ” has the meaning set forth in Section 2.5 of this Agreement.

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

“ Code ” has the meaning set forth in Section 10.13 of this Agreement.

“ Coffee Field ” means sourcing, producing, marketing, selling, distributing, and developing products related to coffee, tea and related products and services, in any package or format, including roasted and grounded coffee beans, instant coffee, tea, caffeine, decaffeination services, and coffee equipment service and maintenance, but in any event excluding (i) manufacturing, producing, marketing, selling, distributing, and developing products related to juice, water or non-fruit flavorings (other than flavorings to be consumed as part of a coffee- or tea-based beverage), and (ii) all Restricted Activities.

“ Disclosing Party ” has the meaning set forth in Section 8.6 of this Agreement.

“ Dispute ” has the meaning set forth in Section 9.1 of this Agreement.

“ Folgers ” has the meaning set forth in the preamble of this Agreement.

“ Folgers IP ” means, solely to the extent licensable by Folgers or its Affiliates, all Intellectual Property, except Trademarks, owned or controlled by Folgers or any Affiliate of Folgers as of the Distribution Date, including the Intellectual Property listed on Schedule A hereto.

“ Improvements ” means any improvements, additions, modifications, developments, variations, refinements, enhancements, compilations, collective works or derivative works.

“ Parent ” has the meaning set forth in the preamble of this Agreement.

“ Parent IP ” means the Know How and Patents listed in Schedule B hereto.

“ Parent Technology Assets ” means the tangible Assets, computer software (in executable or object code form only) and other Information listed in Schedule C hereto; provided , however , that “Parent Technology Assets” does not include any Intellectual Property or Intellectual Property rights in any of the foregoing.

“ Party ” and “ Parties ” have the meanings set forth in the preamble of this Agreement.

“ Receiving Party ” has the meaning set forth in Section 8.6 of this Agreement.

“ Restricted Activities ” has the meaning given to such term in the SD Acquisition Company Restrictive Covenant.

“ Separation Agreement ” means that certain Separation Agreement dated as of June 4, 2008, among Parent, Folgers and RMT Partner.

“ SD Acquisition Company Restrictive Covenant ” means that certain Restrictive Covenant, by and between Parent and SD Acquisition Company, a Delaware corporation, dated August 1, 2004.

-2-

“ Third Party ” means any Person other than a Party or their respective Affiliates.

II. LICENSE TO FOLGERS

2.1 License Grant . Parent, on behalf of itself and its Affiliates, hereby grants Folgers and its Affiliates a non-exclusive, paid-up, irrevocable (unless otherwise earlier terminated in accordance with Article VIII ), worldwide license (with the right to grant sublicenses solely to the extent set forth in the last sentence of this Section 2.3 ) in and to the Parent IP to develop, make, have made, use, import, offer to distribute, distribute, offer to sell and sell products and to provide services solely related to the Coffee Field.

2.2 Technology Transfer/License . To the extent not already in the possession of Folgers, Parent will provide and/or deliver to Folgers as soon as commercially reasonable after the Distribution Date, but in any event no later than sixty (60) days thereafter, the Parent Technology Assets. Upon delivery of, and solely in connection with the use of the Parent Technology Assets in conjunction with the Parent IP, Parent grants to Folgers and its Affiliates a non-exclusive, paid-up, irrevocable (unless otherwise earlier terminated in accordance with Article VIII ), worldwide license (with the right to grant sublicenses solely to the extent set forth in the last sentence of this Section 2.3 ) in and to any Intellectual Property (except Patents and Know How) owned or controlled by Parent or its Affiliates as of the Business Transfer Time necessary as of the Business Transfer Time to use the Parent Technology Assets in conjunction with the Parent IP to develop, make, have made, use, import, offer to distribute, distribute, offer to sell and sell products and to provide services solely related to the Coffee Field. For the avoidance of doubt, the transfer of Parent Technology Assets shall not include the transfer of title to any Intellectual Property.

2.3 Sublicensing . The licenses granted to Folgers and its Affiliates pursuant to Section 2.1 and Section 2.2 shall be sublicensable solely (a) to vendors, consultants, distributors, manufacturers or other contractors of Folgers or its Affiliates to develop, make, have made, use, import, offer to distribute, distribute, offer to sell and sell products and to provide services solely related to the Coffee Field, in each case solely for, to or on behalf of Folgers or its Affiliates; and (b) to customers of Folgers and its Affiliates, to the extent necessary for them to use the products or receive the services of Folgers or its Affiliates in the Coffee Field.

2.4 Improvements . Folgers and its Affiliates shall have the right to make Improvements to the Parent IP and Parent Technology Assets, provided , however , that, as between the Parties, Parent will own and retain all right, title and interest in and to the Parent IP and Parent Technology Assets. As between the Parties, (a) Folgers and its Affiliates will own and retain all right, title and interest in and to any Improvements to any Parent IP or Parent Technology Assets made solely by Folgers or its Affiliates or their sublicensees.

2.5 After-Located Know How . If, within two (2) years after the Business Transfer Time, Folgers or an Affiliate of Folgers notifies Parent in writing of any Know How or Patents (other than the Excluded IP Assets listed on Schedule 1.6(b)(ii) of the

-3-

Separation Agreement) owned or controlled by Parent or its Affiliates that was necessary, as of the Business Transfer Time, for the operation of the Coffee Business but was not licensed to Folgers pursuant to this Agreement or transferred to Folgers pursuant to the Separation Agreement, (the “ After-Located Know How and Patents ”), Parent agrees to grant Folgers, to the extent possible, a license in and to such After-Located Know How and Patents, the scope, terms and conditions of which shall be negotiated in good faith by the parties; provided , however , that any such license shall, to the extent possible, be non-exclusive and shall be limited to the Coffee Field. The parties agree that, notwithstanding anything herein or therein to the contrary, the Excluded IP Assets listed on Schedule 1.6(b)(ii) of the Separation Agreement shall in no event be licensed to Folgers pursuant to any agreement entered into pursuant to this Section 2.5 , even if such Intellectual Property may have been necessary for the operation of the Coffee Business.

III. MAINTENANCE OF IP

3.1 No Obligation . Parent will have no obligation to Folgers or its Affiliates with respect to maintaining the pendency, subsistence, validity, enforceability, or confidentiality of any Intellectual Property and may discontinue prosecution or maintenance, abandon, or dedicate to the public any of the Intellectual Property.

3.2 Maintenance of Parent IP – Patents . Notwithstanding Section 3.1, if Parent no longer wishes to maintain any Patents included in Parent IP (including any circumstance in which Parent no longer wishes to pay maintenance fees for such Patents) or to pursue continuations or foreign counterparts to such Patents, unless Parent will sell, transfer or otherwise assign such Patent to a Third Party, Parent will notify Folgers of its decision in writing at least forty-five (45) days prior to the earliest filing deadline implicated. Folgers may then elect, by no later than thirty (30) days after receiving such notice from Parent, to have Parent assign its rights in such Patents to Folgers, at no cost other than any actual costs associated with such assignment, so that Folgers, at its sole cost and expense, may continue maintenance and/or pursue continuations and foreign counterparts. Any Patents assigned to Folgers pursuant to this Section 3.2 shall be subject to a nonexclusive license back to Parent to make, have made, use, sell, including the right to sublicense.

IV. FOLGERS IP

4.1 Obligation to Negotiate . Parent shall have the right, within two (2) years after the Business Transfer Time, to request in writing that Folgers negotiate a license to Parent and its Affiliates of any or all of the Folgers IP. Upon receipt of any such request, Folgers agrees to negotiate with Parent in good faith to grant Parent and its Affiliates a license in and to such Folgers IP, the scope, terms and conditions of which shall be negotiated by the parties; provided , however , that any such license shall be non-exclusive and shall be limited to any business other than the Coffee Business. If, within ninety (90) days of Parent’s request, the Parties have not executed a license agreement regarding such Folgers IP, Folgers shall have no further obligation to negotiate with Parent with respect to such Folgers IP.

-4-

4.2 Maintenance of Folgers IP. In the event Folgers no longer wishes to maintain any Patents included in the Folgers IP (including any circumstance in which it no longer wishes to pay maintenance fees for such Patents) or to pursue continuations or foreign counterparts to such Patents, unless Folgers will sell, transfer or otherwise assign such Patent to a Third Party, Folgers will notify Parent of its decision in writing at least forty-five (45) days prior to the earliest filing deadline implicated. Parent may then elect, by no later than thirty (30) days after receiving such notice from Folgers, to have Folgers assign its rights in such Patents to Parent, at no cost other than any actual costs associated with such assignment, so that Parent, at its sole cost and expense, may continue maintenance and/or pursue continuations and foreign counterparts. Any Patents assigned pursuant to this Section 4.2 shall become Parent IP subject to all terms and conditions of this Agreement, including the license to Folgers and its Affiliates set forth in Section 2.1.

V. RESTRICTIONS

5.1 Restrictions on Folgers’s Use and Disclosure of Know How . Folgers, on behalf of itself and its Affiliates, agrees: (i) to keep in confidence and trust all of the Know How licensed to or otherwise received by Folgers or its Affiliates pursuant to this Agreement; (ii) not to use any such Know How for any purpose other than as expressly permitted under the terms of this Agreement or any other agreement between the Parties pertaining to the use of such Know How; (iii) not to do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair such Know How; (iv) to take commercially reasonable steps to prevent the unauthorized disclosure or use of such Know How and to prevent such Know-How from entering the public domain or the possession of unauthorized Persons; (v) to disclose such Know How only to those of the officers and employees of Folgers or its Affiliates whose duties require access to such Know How in order to carry out the purposes of this Agreement and who are subject to terms of employment that prohibits the unauthorized disclosure of such Know How or have otherwise executed a confidentiality agreement that prohibits the unauthorized disclosure of such Know How; and (vi) not to disclose any such Know How to any consultant, independent contractor, vendor, distributor or other Third Party without first entering into a confidentiality agreement with said Third Party that (1) prohibits use of such Know How other than on behalf of Folgers, (2) prohibits unauthorized disclosure of such Know How, (3) contains obligations requiring such Third Party to protect such Know How that are at least as stringent as Folgers’s obligations of set forth herein, and (4) solely with respect to Third Party competitors of Parent, without the prior written consent of Parent.

5.2 Unauthorized Disclosure Standard . Without limiting the foregoing Section 5.1, Folgers and its Affiliates will use at least the same degree of care that Folgers uses to prevent the disclosure of its own Know How of like importance to prevent the disclosure of Know How licensed or otherwise disclosed to it by Parent and its Affiliates under this Agreement. Notwithstanding any other restriction in this Article V, the Parties agree that if Folgers follows the same practices with respect to any item of Know How as were followed by Parent as of the Distribution Date, both in policy and in practice, Folgers will be deemed to have used commercially reasonable steps to

-5-

prevent unauthorized disclosure, with respect to such item of Know-How. The restrictions of this Article V will not apply to Folgers (i) to either Party to the extent that (a) any item of Know-How becomes known to the public or the trade without any breach by such Party or its agents; or (b) Parent waives such restriction in writing; (ii) to Folgers to the extent that any item of Know-How: (a) was already known to Folgers before its disclosure by Parent; (b) is independently developed by Folgers; or (c) is disclosed to Folgers by a Third Party that is not under any obligation of confidence to Parent. The fact that any or all individual elements of such Know How are publicly known, disclosed to Folgers by a Third Party, or previously known by Folgers, will not be deemed to mean that the particular arrangement of combination of the Know How is not protected under this paragraph, and will not affect the obligations of Folgers hereunder with respect to such Know How.

5.3 Enforcement of Confidentiality Agreements; Cooperation . Folgers hereby acknowledges and agrees that it, on behalf of itself and its Affiliates, will diligently monitor compliance with and enforce (including by instituting any necessary Action) the terms of all confidentiality agreements required pursuant to this Article V . Moreover, Folgers will, and will cause its Affiliates to, provide all reasonable cooperation with and assistance to Parent and its Affiliates should Parent or its Affiliates seek to enforce (by Action or otherwise) the terms and conditions of any confidentiality agreement pertaining, as applicable, to any of Parent’s or its Affiliates’ Know How or the Parent Confidential Information.

5.4 Parent IP and SD Restrictive Covenant . Parent and Folgers will not, and will cause their respective Affiliates not to, utilize any of the Parent IP to engage or participate, directly or indirectly, in the Restricted Activities to the extent required under the SD Acquisition Company Restrictive Covenant as if such Persons were Affiliates of Parent subsequent to the Distribution Date.

VI. ADDITIONAL OBLIGATIONS

6.1 Responsibility for Affiliates and Sub-licensees . Notwithstanding anything herein to the contrary, each Party hereby acknowledges and agrees that it is responsible for all of its Affiliates’ and, as applicable, sub-licensees’ compliance with the terms and conditions of the licenses granted pursuant to this Agreement and such Party is and will be liable to the other Party for any and all actions or omissions by any such Affiliate or, as applicable, sub-licensee that would constitute a breach of this Agreement if such actions or omissions were taken by such Party.

6.2 Notification of Infringements . If Folgers or any of its Affiliates becomes aware of any infringement or misappropriation by a Third Party of any Parent IP and/or Parent Technology Assets, Folgers will promptly notify Parent in writing and will provide Parent with all information supporting or tending to support such belief.

6.3 Further Assurances . Folgers and Parent hereby agree to use commercially reasonable efforts to take or cause to be taken such further actions, to execute, acknowledge, deliver and file or cause to be executed, acknowledged,

-6-

delivered and filed such further documents and instruments, and to use commercially reasonable efforts to obtain such consents, as may be necessary or as may be reasonably requested to fully effectuate the purposes, terms and conditions of this Agreement, whether at or after the Business Transfer Time at the expense of the requesting Party. Folgers and Parent agree, without demanding any further consideration, to execute (and to cause its Affiliates to execute) all documents reasonably requested by the other party or its Affiliates to effect recordation of the license relationship between the Parties created by this Agreement.

VII. AUTHORITY; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; REMEDIES; ENFORCEMENT

7.1 Authority. Each Party represents and warrants to the other that: (i) it has all requisite legal and corporate power to execute and deliver this Agreement; (ii) it has taken all corporate action necessary for the authorization, execution and delivery of this Agreement; and (iii) this Agreement is a legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement.

7.2 Disclaimer of Representations and Warranties . EACH PARTY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE SEPARATION AGREEMENT OR IN THE TRANSACTION AGREEMENT, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY THAT SUCH PARTY AS THE RIGHT TO GRANT THE LICENSES AND RIGHTS GRANTED HEREIN, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, VALIDTY OF IP, ENFORCEABILITY OF IP, OR THE LIKE, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR FROM TRADE PRACTICE.

7.3 Disclaimer of Certain Damages . EXCEPT FOR (i) INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (ii) BREACHES OF ARTICLES II OR V, AND (iii) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE EQUITY OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO ANOTHER PARTY OR ANY THIRD PERSON UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, LOSS, OR COST.

-7-

7.4 Enforcement . Parent has the right, but not the obligation, to institute any action as it deems appropriate to terminate the infringement or misappropriation of any Parent IP or Parent Technology Assets through negotiation, litigation and/or alternative dispute resolution means, at its sole discretion and at its sole cost. The right to institute any such action is exclusive to Parent. Parent has the right to select and to control counsel in any action initiated by Parent. At the request of Parent, Folgers and its Affiliates will lend their names to any such action or join as a party in such action, and provide such assistance as may be reasonably necessary to conduct such action. Parent will reimburse Folgers for Folgers’s reasonable out-of-pocket costs for rendering such assistance. Parent has the right to settle any such action at its sole discretion, and any recovery of damages will be retained by Parent.

VIII. TERM AND TERMINATION; EFFECT OF TERMINATION

8.1 Term . The term of the license granted to Folgers and its Affiliates pursuant to Article II with respect to each item of Parent IP begins on the Distribution Date and continues in perpetuity unless or until (i) the underlying Intellectual Property expires, is abandoned, or is otherwise found invalid or unenforceable (with no right of appeal) by a court of competent jurisdiction, or (ii) such license is otherwise earlier terminated in accordance with this Article VIII . This Agreement will continue in perpetuity until such time as the license to each item of Parent IP has expired under clause (i) or (ii) above.

8.2 Termination for Breach . Either Party may terminate the license granted under this Agreement as to any item of Parent IP or any Parent Technology Asset, as the case may be, in the event that the other Party or any of its Affiliates is in default or breach of any provision of this Agreement and such default materially affects the scope of such Parent IP or the use of such Parent Technology Asset, or otherwise materially jeopardizes the subsistence, validity or enforceability of such Intellectual Property. In connection with any such termination, the terminating Party will provide written notice to the breaching Party specifying the particular Parent IP and/or Parent Technology Asset(s) at issue and the nature of default or breach. Termination will be effective thirty (30) days after such notice unless the breaching Party or its Affiliate cures the default or breach within such thirty (30) day period. Upon termination pursuant to this Section 8.2 , the Parties agree to work together in good faith to tailor the scope of the termination to only such Parent IP or Parent Technology Asset or portion thereof that is materially affected or jeopardized by the uncured default or breach. Notwithstanding anything in this Agreement to the contrary, upon any termination pursuant to this Section 8.2 , all other rights and licenses granted under this Agreement, whether to the breaching Party, the terminating Party or their Affiliates, will survive and remain in full force and effect.

8.3 Termination by Licensee . Folgers may terminate any license granted hereunder as to any particular Intellectual Property or Parent Technology Asset as to which it is licensee on thirty (30) days written notice to Parent. Notwithstanding anything in this Agreement to the contrary, upon any termination pursuant to this Section 8.3 , all other rights and licenses granted under this Agreement, whether to the

-8-

terminating Party, the non-terminating Party or their Affiliates, will survive and remain in full force and effect.

8.4 Insolvency . Either Party may, without prejudice to any other remedies available to it under this Agreement or at law or in equity, terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided , however , that (i) in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate will only become effective if the Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof, and (ii) if this Agreement is terminated pursuant to this Section 8.4 , the licenses and rights granted by the non-terminating Party shall survive the termination of the balance of the term of this Agreement.

8.5 Change of Control . If, subsequent to the Effective Time, there is a change of Control of Folgers where (i) Control of Folgers is acquired, directly or indirectly (including by way of acquisition of Control of RMT Partner), in a single transaction or series of related transactions by any competitor of Parent or its Affiliates, (ii) all or substantially all of the assets of Folgers are acquired by any competitor of Parent or its Affiliates, or (iii) Folgers is merged with or into any competitor of Parent or its Affiliates to form a new entity, Folgers and its successor-in-interest will take all necessary steps, to ensure that no Intellectual Property licensed hereunder is utilized by, or disclosed or made available to, any other unit, division or subsidiary of such competitor that competes with Parent in connection with any goods or services outside of the Coffee Field. For clarity, nothing in this Section 8.5 shall be construed as (i) altering or obviating in any way any of Folgers’s and its successor-in-interest’s obligations under Article V, or (ii) conferring on Folgers or its successor-in-interest any rights to make products or provide services other than solely in the Coffee Field. Upon reasonable notice, Parent shall have the right to conduct inspections of and/or interview, and Folgers and its successor-in-interest shall provide Parent with reasonable access to, Folgers’s and its successor-in-interest’s records, facilities, employees and computer systems during Folgers’s and its successor-in-interest’s normal working hours to verify compliance with this Section 8.5 .

8.6 Know How . Upon expiration or termination of this Agreement, each Party (the “ Receiving Party ”) will, at the option of the other Party (the “Disclosing Party”), destroy (and provide a sworn affidavit confirming such destruction within thirty (30) days after the expiration or termination date) or return to the Disclosing Party all records, notes and other documents and materials that contain or embody any of the Disclosing Party’s Know How (including, to the extent applicable, all Parent Technology Assets) in the possession of the Receiving Party or its Affiliates pursuant to or in connection with this Agreement. Upon expiration or termination of any of the licenses granted hereunder with respect to any particular Know How, the Receiving Party will, at the option of the Disclosing Party, destroy (and provide a sworn affidavit confirming such destruction within thirty (30) days after the applicable expiration or termination date) or return to the Disclosing Party all records, notes and other documents and materials that

-9-

contain or embody that particular Know How of the Disclosing Party including, to the extent applicable, Parent Technology Assets) in the possession of the Receiving Party or its Affiliates pursuant to or in connection with this Agreement. Upon reasonable advance written notice during reasonable business hours and in a manner so as to minimize any unreasonable disruption to the business of the Receiving Party, the Disclosing Party shall have the right to conduct inspections of, and the Receiving Party shall provide the Disclosing Party with reasonable access to, the Receiving Party’s records and computer systems during the Receiving Party’s normal working hours to verify the Receiving Party’s compliance with this Section 8.6 .

8.7 Termination; Survival . Upon termination of this Agreement, all rights and obligations of the Parties hereunder will terminate, except that, in addition to any other provisions of this Agreement that by their terms continue after the expiration of this Agreement, the final sentence of Section 2.4 , Section 4.2 , and the provisions of Articles III and V — X will survive the termination of this Agreement.

IX. DISPUTE RESOLUTION

9.1 Dispute Resolution . Subject to Section 9.2 , if a dispute, controversy or claim (“ Dispute ”) arises between the Parties relating to the interpretation or performance of this Agreement, or the grounds for the termination hereof, the Dispute will be settled in accordance with the dispute resolution provisions ( Article VI ) of the Separation Agreement.

9.2 Injunctive Relief . Each Party acknowledges and agrees that monetary damages alone are insufficient remedies in the event of a breach of this Agreement by the other Party or its Affiliates, and that such breach may result in irreparable injury to the non-breaching Party, for which damages at law will be inadequate. Therefore, Section 9.1 notwithstanding, each Party agrees that, in the event of any breach of the provisions of this Agreement by such Party or its Affiliates, the other Party shall, in any appropriate forum, have the right to immediately pursue and obtain all preliminary equitable relief, including, without limitation, any temporary restraining order and/or preliminary injunctive relief. If a Party (the “ Pursuing Party ”) elects to pursue any such equitable remedies, the other Party (the “ Challenging Party ”) shall not oppose or challenge the granting of such relief on any basis other than (i) whether the Pursing Party’s rights or Intellectual property have been violated, or (ii) whether the Challenging Party has violated the terms of this Agreement. Moreover, the Party pursuing any such equitable remedies shall not be required to post any bond therefor, or if required by law or by a court to post such a bond, each Party consents to the posting of a bond in the lowest amount permitted by law. Such remedies shall not be deemed to be the exclusive remedies for breach of this Agreement, but shall be in addition to and cumulative of all other remedies the Parties may have at law or in equity, including, without limitation, any permanent injunctive relief, specific performance or damages to which the non-breaching Party may be entitled. If either Party violates any of its obligations under this Agreement, the violating Party shall not oppose the granting of equitable relief on the ground that an adequate remedy exists at law.

-10-

X. MISCELLANEOUS

10.1 No Other Rights Granted . Except as expressly set forth in this Agreement, no Party grants, by implication, estoppel or otherwise, any license or other rights in any of its or its Affiliates’ Intellectual Property to the other Party or its Affiliates. Subject to the licenses expressly granted in this Agreement, all right, title and interest in and to the Parent IP will remain with Parent and its Affiliates. Subject to the licenses expressly granted in this Agreement, all right, title and interest in and to the Folgers IP will remain with Folgers and its Affiliates.

10.2 Entire Agreement . This Agreement, the Separation Agreement, the Transaction Agreement and each Ancillary Agreement (as defined in the Transaction Agreement), including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to in this Agreement, the Separation Agreement, the Transaction Agreement and each Ancillary Agreement, will together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter. Folgers shall ensure that any transferee of any element of the Folgers IP specifically agrees in writing to be bound by the terms of this Agreement, including, without limitation, the provision of Article IV.

10.3 Governing Law . The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Ohio, other than the choice of Law provisions thereof.

10.4 Notices . Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties as provided in Section 6.4 of the Separation Agreement.

10.5 Priority of Agreements . If there is a conflict between any provision of this Agreement and a provision in the Separation Agreement, the provision of the Separation Agreement will control.

10.6 Amendments and Waivers . (a) This Agreement may be amended and any provision of this Agreement may be waived, provided that any such amendment or waiver shall be binding upon a Party only if such amendment or waiver is set forth in a writing executed by such Party. No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party hereto under or by reason of this Agreement.

-11-

(b) No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any Party hereto would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in Section 10.6(a) and shall be effective only to the extent in such writing specifically set forth.

10.7 No Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties hereto and, solely to the extent any rights are granted to such Persons hereunder, their Affiliates, and does not confer on Third Parties any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

10.8 Assignment . The licenses granted hereunder to the Parties and their Affiliates are personal to such Parties and Affiliates. No Party will assign its rights or delegate its duties under this Agreement without the written consent of the other Party, except that (i) either Party may assign its rights or delegate its duties under this Agreement to a Subsidiary of such Party, provided that the Subsidiary or entity agrees in writing to be bound by the terms and conditions contained in this Agreement and provided further that the assignment or delegation will not relieve any Party of its indemnification obligations or obligations in the event of a breach of this Agreement or (ii) Folgers may assign its rights under this Agreement to any entity acquiring all of the Coffee Business, provided that RMT Partner guarantees the obligations of such entity under this Agreement. Except as provided in the preceding sentence, any attempted assignment or delegation will be void. Upon the Effective Time of the Merger, Folgers, as the surviving corporation in the Merger, will continue to have all of the rights, and be subject to all of the obligations, ascribed to it under this Agreement.

10.9 Construction . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The Parties have participated jointly in the negotiation and drafting of this Agreement and the Parties acknowledge that (a) Parent and Folgers have been represented by Jones Day in connection therewith and (b) RMT Partner has been represented by Calfee, Halter & Griswold LLP in connection therewith. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed

-12-

as if drafted jointly by the Parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement, the Separation Agreement, the Transaction Agreement or any Other RMT Agreement (as defined in the Transaction Agreement), any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the Parties hereto hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

10.10 Severability . The Parties agree that (a) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions shall be replaced by other provisions that are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions shall remain valid and enforceable to the fullest extent permitted by applicable Law.

10.11 Counterparts . This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party will re-execute original forms thereof and deliver them to the requesting Party. No Party will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such Party forever waives any such defense.

10.12 Relationship Between Parties . The Parties are and will remain at all times independent contractors, and no agency, employment, partnership or joint venture relationship exists between them. Neither Party hereto shall have, or shall represent that it has, any power, right or authority to bind the other Party hereto to any obligation or liability, or to assume or create any obligation or liability on behalf of the other Party.

10.13 Statement of Intent With Respect to Bankruptcy . The Parties acknowledge and agree that all rights and licenses granted under this Agreement with respect to the Parent IP are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, 111 U.S.C. § 101, et seq. (the “ Code ”), executory contracts and licenses of rights to “intellectual property” as defined in the Code. The Parties intend that Folgers and its Affiliates, as licensees of intellectual property, shall retain and may fully exercise all rights and elections under the Code. The Parties further acknowledge and agree that, in the event of the commencement of bankruptcy proceedings by or against a Parent under the Code, Folgers and its

-13-

Affiliates and, as applicable, sublicensees, shall be entitled, at Folgers’s option, to (i) retain all of their rights under this Agreement, including any licenses granted hereunder, pursuant to Section 365(n) of the Code, or (ii) receive a complete duplicate of, or complete access to, all subject matter licensed hereunder constituting “intellectual property” under Section 101 of the Code and all embodiments thereof.

[SIGNATURE PAGE FOLLOWS]

-14-

IN WITNESS WHEREOF, each of the Parties has caused this Intellectual Property Matters Agreement to be executed on its behalf by its officers hereunto duly authorized on the day and year first above written.


THE PROCTER & GAMBLE COMPANY
By:	/s/ Jon R. Moeller
	Name:	Jon R. Moeller
	Title:	Vice President & Treasurer


THE FOLGERS COFFEE COMPANY
By:	/s/ Jon R. Moeller
	Name:	Jon R. Moeller
	Title:	Vice President & Treasurer

SCHEDULE A

Folgers IP

[ Omitted ]

SCHEDULE B

Parent IP Assets

[ Omitted ]

SCHEDULE C

Parent Technology Assets

[ Omitted ]

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Timothy P. Smucker, Co-Chief Executive Officer of The J. M. Smucker Company, certify that:

	(1)		I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;

	(2)		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	(4)		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2008



	/s/ Timothy P. Smucker
	Name:	Timothy P. Smucker
	Title:	Co-Chief Executive Officer

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Richard K. Smucker, Co-Chief Executive Officer of The J. M. Smucker Company, certify that:

	(1)		I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;

	(2)		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	(4)		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2008



	/s/ Richard K. Smucker
	Name:	Richard K. Smucker
	Title:	Co-Chief Executive Officer

Exhibit 31.3

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Mark R. Belgya, Chief Financial Officer of The J. M. Smucker Company, certify that:

	(1)		I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;

	(2)		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	(3)		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	(4)		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2008



	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The J. M. Smucker Company (the “Company”) for the quarter ended October 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.



	/s/ Timothy P. Smucker
	Name:	Timothy P. Smucker
	Title:	Co-Chief Executive Officer


	/s/ Richard K. Smucker
	Name:	Richard K. Smucker
	Title:	Co-Chief Executive Officer


	/s/ Mark R. Belgya
	Name:	Mark R. Belgya
	Title:	Chief Financial Officer

Date: December 9, 2008

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 99

Risks Relating to the Coffee Business and the Coffee Industry

On November 6, 2008, the Company merged The Folgers Coffee Company (“Folgers”), a subsidiary of The Procter & Gamble Company (“P&G”), with and into the Company. Upon completion of the transaction, the Folgers ^® coffee brand represents the company’s largest single brand and the Company is subject to a number of risks associated with the coffee business. The risks include changes in consumer preferences, volatility in the prices of raw material, the business’ reliance on a small number of key retail customers, consumer perceptions of the Folgers ^® brand, competition in the retail coffee market, and other risks.

	•		The success of the Company’s coffee business depends substantially on consumer perceptions of the Folgers ^® brand.

			Sales of Folgers ^® brand products will represent a significant portion of the Company’s net sales. The Company believes that maintaining and continually enhancing the value of the Folgers ^® brand is critical to the success of the coffee business. Brand value is based in large part on consumer perceptions. Success in promoting and enhancing the Folgers ^® brand value depends in large part on the Company’s ability to provide high quality products. Folgers ^® brand value could diminish significantly as a result of a number of factors, such as if the Company fails to preserve the quality of its products, if the Company is perceived to act in an irresponsible manner, if the Company or the Folgers ^® brand otherwise receives negative publicity, if the Folgers ^® brand fails to deliver a consistently positive consumer experience or if Folgers ^® products become unavailable to consumers. If Folgers ^® brand value is diminished, the Company’s revenues and operating results could be materially adversely affected. In addition, anything that adversely affects the Dunkin’ Donuts ^® brand could adversely affect the success of the Company’s exclusive licensing agreement with Dunkin’ Donuts LLC.

	•		The Company’s growth strategy for its gourmet coffee products may not perform as expected.

			The Company’s growth strategy for its gourmet coffee products includes increasing sales of Folgers Gourmet Selections ^® products and Dunkin’ Donuts ^® licensed retail packaged coffee products, expanding the scope of its gourmet products offerings and increasing its sales and marketing efforts. This growth strategy for gourmet coffee products exposes the Company to a number of risks, including the additional expense of increased marketing efforts and expanding the scope of gourmet product offerings. In addition, new product offerings may compete with the Company’s existing products.

			The Company’s ability to innovate and execute in these areas will determine the extent to which it can achieve its growth strategy in the gourmet coffee market. If there is any failure by the Company to properly execute upon its strategy, it may not realize additional revenue or profitability from its efforts and it may incur additional expenses. Similarly, if the Company’s relationship with Dunkin’ Donuts LLC is no longer successful or if the licensing agreement is terminated, the Company’s revenues and profitability could be adversely affected. In addition, the

			Company may lose market share if consumers purchase gourmet coffee products from its competitors.

	•		The Company’s proprietary coffee brands, packaging designs, and roasting methods are essential to the value of the coffee business and the inability to protect these could harm the value of its brands and adversely affect its sales and profitability.

			The success of the coffee business depends significantly on its brands, know-how, and other intellectual property. The Company relies on a combination of trademarks, service marks, trade secrets, patents, copyrights, and similar rights to protect its intellectual property. The success of the Company’s growth strategy depends on its continued ability to use its existing trademarks and service marks in order to maintain and increase brand awareness and further develop its brand. If the Company’s efforts to protect its intellectual property are not adequate, or if any third party misappropriates or infringes on its intellectual property, the value of the Company’s brand may be harmed, which could have a material adverse effect on its business. From time to time, the Company is engaged in litigation to protect its intellectual property, which could result in substantial costs to the Company as well as diversion of management attention.

			Additionally, the Company considers its proprietary roasting methods essential to the consistent flavor and richness of its coffee products and, therefore, essential to its brands. Because many of the roasting methods used by the Company are not protected by patents, it may be difficult for the Company to prevent competitors from copying its roasting methods if such methods become known. The Company also believes that its packaging innovations, such as brick packaging technology and its AromaSeal ^TM canisters, are important to the coffee business’ marketing and operational efforts. If the Company’s competitors copy its roasting or packaging methods or develop more advanced roasting or packaging methods, the value of the Folgers ^® coffee brand may be diminished, and the Company could lose customers to its competitors.

	•		The Company could be subject to adverse publicity or claims from consumers.

			Coffee products contain caffeine and other active compounds, the health effects of which are the subject of increasing public scrutiny, including the suggestion that consumption of coffee, caffeine and other active compounds may have adverse health effects. An unfavorable report on the health effects of caffeine or other compounds present in the coffee products, product recalls or negative publicity or litigation arising from other health risks could significantly reduce the demand for the Company’s products.

			The Company may also be subject to complaints from or litigation by consumers who allege food and beverage-related illness, or other quality, health or operational concerns. Adverse publicity resulting from such allegations could materially adversely affect the Company, regardless of whether such allegations are true or whether the Company is ultimately held liable. A lawsuit or claim could result in an adverse decision against the Company, which could have a material adverse effect on its business, financial condition and results of operations.

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller Reporting Company o

(Do not check if a smaller reporting company)