8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of Earliest
Event Reported): March 6, 2003

CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

New Jersey
(State or other
jurisdiction of
incorporation) 1-1550
(Commission
File Number) 04-1923360
(IRS Employer
Identification No.)

250 East Fifth Street, Cincinnati, Ohio 45202
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(513) 784-8000

(Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events

On March 6, 2003, Chiquita Brands International, Inc. entered into a definitive agreement to sell its subsidiary, Chiquita Processed Foods, L.L.C., to Seneca Foods Corporation. Chiquita Processed Foods is a processor and distributor of private-label and branded canned vegetables. The transaction is subject to certain conditions, including regulatory approval. Reference is made to Chiquita’s press release dated March 6, 2003, attached as Exhibit 99.1, the Purchase Agreement, attached as Exhibit 10.1, and the related ancillary documents described in Item 7, below.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c ) Exhibits.

10.1	Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands International, Inc. and Friday Holdings, L.L.C. dated as of March 6, 2003.
10.2	Form of Certificate of Amendment to Certificate of Incorporation of Seneca Foods Corporation setting forth the terms of the preferred stock to be issued as partial payment for the equity interest in Chiquita Processed Foods, L.L.C.
10.3	Form of Registration Rights Agreement between Seneca Foods Corporation and Friday Holdings, L.L.C.
99.1	News release of Chiquita Brands International, Inc. dated March 6, 2003 announcing definitive agreement to sell Chiquita Processed Foods L.L.C.

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 hereunto duly authorized.

Date: March 6, 2003	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ William A. Tsacalis       William A. Tsacalis       Vice President and Controller

EX-10.1 3 l99521aexv10w1.txt EXHIBIT 10.1 ================================================================================ EXHIBIT 10.1 PURCHASE AGREEMENT BY AND AMONG SENECA FOODS CORPORATION (THE "BUYER"), CHIQUITA BRANDS INTERNATIONAL, INC. ("PARENT"), AND FRIDAY HOLDINGS, L.L.C. (THE "SELLER") ================================================================================ TABLE OF CONTENTS

Page ---- 1. Definitions..............................................................................................1 ----------- 2. Purchase and Sale........................................................................................7 ----------------- (a) Basic Transaction........................................................................7 ----------------- (b) Purchase Price...........................................................................7 -------------- (c) The Closing..............................................................................7 ----------- (d) Deliveries at the Closing................................................................7 ------------------------- 3. Representations and Warranties of Parent.................................................................8 ---------------------------------------- (a) Organization of Parent...................................................................8 ---------------------- (b) Authorization of Transaction.............................................................8 ---------------------------- (c) Noncontravention.........................................................................8 ---------------- (d) Brokers' Fees............................................................................8 ------------- 4. Representations and Warranties of the Seller and Parent..................................................8 ------------------------------------------------------- (a) Organization, Qualification, and Corporate Power.........................................8 ------------------------------------------------ (b) Noncontravention.........................................................................9 ---------------- (c) Broker's Fees............................................................................9 ------------- (d) Title to Membership Interests and Assets.................................................9 ---------------------------------------- (e) Subsidiaries. ..........................................................................9 ------------ (f) Financial Statements....................................................................10 -------------------- (h) Absence of Change or Event..............................................................10 -------------------------- (i) Legal Compliance .......................................................................11 ---------------- (j) Tax Matters.............................................................................11 ------------ (k) Real Property...........................................................................12 ------------- (l) Intellectual Property...................................................................13 --------------------- (m) Contracts...............................................................................13 --------- (n) Litigation..............................................................................14 ---------- (o) Employee Matters........................................................................14 ---------------- (p) Environmental Matters...................................................................18 --------------------- (q) Certain Relationships with the Company..................................................20 -------------------------------------- (r) Suppliers...............................................................................20 --------- (s) Inventories.............................................................................20 ----------- (t) Insurance...............................................................................21 --------- (u) Securities Law Matters..................................................................21 ---------------------- 5. Representations and Warranties of the Buyer.............................................................21 ------------------------------------------- (a) Organization of the Buyer...............................................................21 ------------------------- (b) Authorization of Transaction............................................................21 ---------------------------- (c) Noncontravention........................................................................22 ---------------- (e) Capital Stock...........................................................................22 ------------- (f) Reports and Financial Statements........................................................23 -------------------------------- (g) No Violation of Law.....................................................................23 ------------------- (h) Absence of Certain Changes or Events....................................................23 ------------------------------------ (i) Investigations; Litigation..............................................................23 -------------------------- (j) No Required Vote of Shareholders........................................................24 -------------------------------- (k) Material Contracts......................................................................24 ------------------

(l) Takeover Statute........................................................................24 ---------------- (m) Transactions With Affiliates............................................................24 ---------------------------- (n) Securities Law Matters..................................................................24 ---------------------- 6. Pre-Closing Covenants...................................................................................25 --------------------- (a) General.................................................................................25 ------- (b) Notices and Consents....................................................................25 -------------------- (c) Operation of Business...................................................................25 --------------------- (d) Access..................................................................................27 ------ (e) Supplements to Disclosure Schedule......................................................28 ---------------------------------- (f) No Solicitation.........................................................................28 --------------- (g) Pre-Closing Transactions................................................................28 ------------------------ (h) Tax Matters.............................................................................28 ----------- (i) Tax Treatment of Transaction............................................................29 ---------------------------- (j) Distribution from Master Pension Benefit Trust..........................................29 ---------------------------------------------- (k) Physical Inventory......................................................................29 ------------------ (l) Pack Agreement..........................................................................29 -------------- 7. Post-Closing Covenants..................................................................................29 ---------------------- (a) General.................................................................................29 ------- (b) Litigation Support; Business Records....................................................30 ------------------------------------ (c) Insurance...............................................................................30 --------- (d) Use of "Chiquita" Trademark.............................................................31 --------------------------- 8. Conditions to Obligation to Close.......................................................................31 --------------------------------- (a) Conditions to Obligation of the Buyer...................................................31 ------------------------------------- (b) Conditions to Obligation of the Parent and Seller.......................................32 ------------------------------------------------- 9. Survival of Representations, Warranties and Covenants; Indemnification..................................33 ---------------------------------------------------------------------- (a) Representations, Warranties and Covenants...............................................33 ----------------------------------------- (b) Indemnification by the Seller and Parent................................................33 ---------------------------------------- (c) Indemnification by the Buyer............................................................34 ---------------------------- (d) Procedure for Claims By Third Parties...................................................34 ------------------------------------- (e) Procedure for Claims Between the Parties................................................35 ---------------------------------------- (f) Exclusive Remedy........................................................................36 ---------------- (g) Limits on Indemnification...............................................................36 ------------------------- 10. Tax Indemnification and Allocation......................................................................37 ---------------------------------- (a) The Seller's Tax Indemnity; Indemnification for Tax Obligations.........................37 --------------------------------------------------------------- (b) Buyer's Indemnity.......................................................................37 ----------------- (c) Transfer Tax Liability..................................................................37 ---------------------- (d) Tax Allocation Between Partial Periods..................................................37 -------------------------------------- (e) Filing of Tax Returns...................................................................38 --------------------- (f) Post-Closing Audits and Other Procedures................................................38 ---------------------------------------- (g) Cooperation.............................................................................39 ----------- (h) No Duplicative Recovery.................................................................39 ----------------------- 11. Termination.............................................................................................40 ----------- (a) Termination of Agreement................................................................40 ------------------------ (b) Effect of Termination...................................................................40 --------------------- 12. Miscellaneous...........................................................................................40 ------------- (a) Press Releases and Public Announcements.................................................40 --------------------------------------- ii (b) No Third-Party Beneficiaries............................................................41 ---------------------------- (c) Entire Agreement........................................................................41 ---------------- (d) Succession and Assignment...............................................................41 ------------------------- (e) Counterparts............................................................................41 ------------ (f) Headings................................................................................41 -------- (g) Notices.................................................................................41 ------- (h) Governing Law; Venue; Waiver of Jury Trial..............................................42 ------------------------------------------ (i) Amendments and Waivers..................................................................43 ---------------------- (j) Severability............................................................................43 ------------ (k) Expenses................................................................................43 -------- (l) Construction............................................................................44 ------------ (m) Incorporation of Exhibits and Schedules.................................................44 --------------------------------------- iii PURCHASE AGREEMENT This Purchase Agreement (this "AGREEMENT") is entered into as of March 6, 2003 by and among SENECA FOODS CORPORATION, a New York corporation (the "BUYER"), CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation ("PARENT"), and FRIDAY HOLDINGS, L.L.C., a Delaware limited liability company (the "SELLER"). The Buyer, the Seller, and Parent are each referred to herein individually as a "PARTY" and, collectively, as the "PARTIES." WHEREAS, the Seller owns one hundred percent (100%) of the outstanding "limited liability company interests", as defined in the Delaware Limited Liability Company Act (the "MEMBERSHIP INTERESTS"), in CHIQUITA PROCESSED FOODS, L.L.C., a Delaware limited liability company (the "COMPANY"); WHEREAS, the Company is engaged in the vegetable processing and canning business (the "BUSINESS"); WHEREAS, Parent indirectly controls one hundred percent (100%) of the membership interests in the Seller; WHEREAS, the Seller desires to sell and transfer the Membership Interests to the Buyer, and the Buyer desires to purchase the same from the Seller, subject to the terms and conditions set forth in this Agreement; WHEREAS, simultaneously with the execution hereof, Parent, Seller and certain principal shareholders of Buyer are entering into the Voting Agreement. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Definitions. "AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act. "AGREEMENT" has the meaning set forth in the introduction to this Agreement. "ANCILLARY AGREEMENTS" means the Assignment and Assumption Agreements, the Pack Agreement and the Registration Rights Agreement. "ASSETS" means all of the Company's assets. "ASSIGNMENT AND ASSUMPTION AGREEMENTS" means Assignment and Assumption Agreements in the form of EXHIBITS A-1 and A-2 attached hereto. "BUSINESS" has the meaning set forth in the introduction to this Agreement. "BUYER" has the meaning set forth in the introduction to this Agreement. "BUYER BASKET" has the meaning set forth in SECTION 9(G)(I) below. "BUYER INDEMNITEES" has the meaning set forth in SECTION 9(B) below. "BUYER LOSSES" has the meaning set forth in SECTION 9(B) below. "BUYER SEC REPORTS" has the meaning set forth in SECTION 5(G) below. "CAP" has the meaning set forth in SECTION 9(G)(I) below. "CAPITAL LEASES" means the Contracts set forth on SCHEDULE I hereto. "CERTIFICATE OF AMENDMENT" means a Certificate of Amendment to the Certificate of Incorporation of the Buyer establishing the terms of the Preferred Stock in the form of Exhibit B hereto. "CLASS A COMMON STOCK" has the meaning set forth in SECTION 5(F) below. "CLASS B COMMON STOCK" has the meaning set forth in SECTION 5(F) below. "CLEANUP" has the meaning set forth in SECTION 4(P)(IX) below. "CLOSING" has the meaning set forth in SECTION 2(G) below. "CLOSING DATE" has the meaning set forth in SECTION 2(G) below. "CODE" means the Internal Revenue Code of 1986, as amended. "COMPANY" has the meaning set forth in the introduction to this Agreement. "COMPETING TRANSACTION" means any acquisition or purchase of all or a significant portion of the assets of the Company or any material equity interest in the Company or any similar transaction with respect to the Company involving any Person other than the Buyer or its Affiliates. "CONFIDENTIAL CONTRACT" has the meaning set forth in SECTION 4(M)(III) below. "CONFIDENTIAL INFORMATION" means any information concerning the businesses and affairs of the Company that is not already generally available to the public. "CONFIDENTIALITY AGREEMENT" has the meaning set forth in SECTION 6(D) below. "CONTEMPLATED ACTIONS" has the meaning set forth in SECTION 6(C) below. "CONTRACT" means any contract, lease (including equipment leases), license, joint venture agreement, co-pack agreement, grower contract, product supply agreement, customer agreement, 2 or other agreement or binding commitment, whether or not in writing, to which the Company is a party and which relates to the Business. "CREDIT FACILITY" means that certain Loan and Security Agreement dated as of September 22, 1999 by and among the Company, as borrower, the lenders party thereto, and Wachovia Bank, National Association, as agent thereunder, as amended. "DISCLOSED CONTRACTS" has the meaning set forth in SECTION 4(M)(III) below. "DISCLOSURE SCHEDULE" means the disclosure schedule delivered by the Seller and/or Parent to the Buyer on the date hereof and attached as ANNEX I hereto. "EMPLOYEE BENEFIT PLAN" has the meaning set forth in SECTION 4(O)(I) below. "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in ERISA Section 3(2). "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in ERISA Section 3(1). "ENCUMBRANCES" means all pledges, liens, charges, encumbrances, easements, encroachments, defects, security interests, mortgages, claims, options, and restrictions of every kind. "ENVIRONMENTAL LAWS" has the meaning set forth in SECTION 4(P)(IX) below. "ENVIRONMENTAL LIABILITIES AND COSTS" has the meaning set forth in SECTION 4(P)(IX) below. "EQUIPMENT AND FURNISHINGS" has the meaning set forth in SECTION 2(A)(I) below. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "ERISA AFFILIATE" means each entity that is treated as a single employer with the Company for purposes of Code Section 414, other than a current or former Subsidiary of the Company. "ERISA AFFILIATE HEALTH PLAN" means a group health plan (within the meaning of section 607 of ERISA) to which an ERISA Affiliate is a party or with respect to which an ERISA Affiliate has an obligation, or that is maintained by, contributed to, or sponsored by an ERISA Affiliate for the benefit of any current or former employee, or in connection with which the Company may have any obligation by reason of its current or former relationship with an ERISA Affiliate. "ERISA AFFILIATE PENSION PLAN" means an Employee Pension Benefit Plan subject to section 302 or Title IV of ERISA or section 412 of the Code to which an ERISA Affiliate is a party or with respect to which an ERISA Affiliate has an obligation, or that is maintained by, contributed to, or sponsored by an ERISA Affiliate for the benefit of any current or former employee, or in connection with which the Company may have any obligation by reason of its current or former relationship with an ERISA Affiliate. 3 "FINANCIAL STATEMENTS" has the meaning set forth in SECTION 4(F) below. "GAAP" means United States generally accepted accounting principles as in effect from time to time and consistently applied. "HART-SCOTT-RODINO ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "HAZARDOUS SUBSTANCES, OILS, OR POLLUTANTS OR CONTAMINANTS" has the meaning set forth in SECTION 4(P)(IX) below. "INDEBTEDNESS" means all indebtedness for borrowed money, whether primary or contingent, including, without limitation, in the case of the Company, any and all amounts outstanding under the Credit Facility or the Industrial Revenue Bonds. "INDEMNIFICATION ACKNOWLEDGMENT" has the meaning set forth in SECTION 9(D)(I)(B) below. "INDEMNITEE" has the meaning set forth in SECTION 9(D)(I) below. "INDEMNITOR" has the meaning set forth in SECTION 9(D)(I) below. "INDUSTRIAL REVENUE BONDS" means those bonds described on SCHEDULE II attached hereto. "INTELLECTUAL PROPERTY" has the meaning set forth in SECTION 4(L)(I) below. "KNOWLEDGE OF THE COMPANY" means actual knowledge of: (i) the President and Chief Executive Officer, Senior Vice President-Supply Chain Management, Corporate Controller, Vice President-Human Resources, Vice President-Manufacturing, or Vice President-Legal Counsel of the Company, and (ii) to the extent relating to a particular facility or property of the Company, the Environmental Engineer, Midwest South Region Manager and Central Region Manager of the Company. "LEASED REAL PROPERTY" means all leasehold or subleasehold estates and other rights to use or occupy land, buildings, structures, improvements, fixtures, or other interest in real property which are used in the Company's business. "LEASES" means all leases, subleases, licenses, concessions, and other agreements (written or oral), including all amendments, extensions, renewals, and other agreements with respect thereto, pursuant to which the Company holds, uses or occupies any real or personal property. "LOSSES" means losses, deficiencies, liabilities, damages, assessments, judgments, costs, and expenses, including attorneys' and expert's fees. "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect on the business, operations or financial condition of the Company or (b) a material adverse effect on the ability of Parent and/or the Seller to consummate the transactions contemplated hereby. 4 "MEMBERSHIP INTERESTS" has the meaning set forth in the introduction to this Agreement. "MOST RECENT FINANCIAL STATEMENTS" has the meaning set forth in SECTION 4(F) below. "MULTIEMPLOYER PLAN" has the meaning set forth in ERISA Section 3(37). "NEW PREFERRED STOCK" means Convertible Preferred Stock Series 2003 of the Buyer. "NOTICE OF CLAIM" has the meaning set forth in SECTION 9(D)(I)(A) below. "NYBCL" means the New York Business Corporation Law. "OWNED REAL PROPERTY" means all land, together with all buildings, structures, improvements, and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, that are owned by the Company on the date hereof and are used in the Business. "PACK AGREEMENT" means the Product Agreement between the Buyer and the Company providing for the Buyer to pack up to 1,000,000 basic cases of fancy corn and up to 350,000 basic cases of fancy beets for the Company at the Buyer's cost and on such other terms as the parties may agree. "PARENT" has the meaning set forth in the introduction to this Agreement. "PARENT INDEMNITEES" has the meaning set forth in SECTION 9(C) below. "PARENT LOSSES" has the meaning set forth in SECTION 9(C) below. "PARTY" and "PARTIES" have the meanings set forth in the introduction to this Agreement. "PBGC" means the Pension Benefit Guaranty Corporation. "PERMITS" has the meaning set forth in SECTION 2(A)(V) below. "PERMITTED ENCUMBRANCES" means: (a) real estate taxes, assessments and other governmental levies, fees or charges imposed with respect to Owned Real Property which are not due and payable as of the Closing Date or which are being contested in good faith by appropriate proceedings which suspend the collection thereof; (b) mechanics liens and similar liens for labor, materials, or supplies provided with respect to Owned Real Property incurred in the ordinary course of business for amounts which are not delinquent or which are being contested in good faith by appropriate proceedings; (c) zoning, building codes, and other land use laws regulating the use or occupancy of Owned Real Property or the activities conducted thereon imposed by any governmental authority having jurisdiction over Owned Real Property, all of which do not or would not materially impair the use or occupancy of Owned Real Property in the operation of the Business; (d) easements, covenants, conditions, restrictions, and other similar matters of record affecting title to Owned Real Property and other title defects, all of which do not or would not materially impair the use or occupancy of Owned Real Property in the operation of the Business; (e) any Encumbrance that is satisfied, discharged, terminated, or released by the relevant secured 5 party on or prior to the Closing Date; (f) boundary line disputes, encroachments, and any other matters which would be disclosed by an accurate survey and inspection of Owned Real Property which could not reasonably be expected to materially impair the use or occupancy of the Owned Real Property in the operation of the Business; (g) Encumbrances arising under the Credit Facility or the Industrial Revenue Bonds; and (h) the Capital Leases. "PERSON" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof). "PROPERTIES" has the meaning set forth in SECTION 4(P)(I) below. "PURCHASE PRICE" has the meaning set forth in SECTION 2(D) below. "REAL PROPERTY LEASES" means any Leases pursuant to which the Company holds, uses or occupies any Leased Real Property. "REGISTRATION RIGHTS AGREEMENT" means a Registration Rights Agreement in the form of EXHIBIT C attached hereto. "REGULATIONS" means any regulations of the United States Department of Treasury promulgated under the Code. "SEC" means the United States Securities and Exchange Commission. "SECURITIES ACT" means the Securities Act of 1933, as amended. "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "SELLER" has the meaning set forth in the introduction to this Agreement. "SELLER BASKET" has the meaning set forth in SECTION 9(G)(I) below. "SHARES" has the meaning set forth in SECTION 2(B) below. "SHAREHOLDERS AGREEMENT" has the meaning set forth in Section 5(e) below. "SUBORDINATION AGREEMENTS" means Subordination Agreements between the Seller and certain shareholders of the Buyer in the form of EXHIBIT F attached hereto. "SUBSIDIARY" means any entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or their equivalents. "TAX" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, 6 estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and any obligation to indemnify, assume, or succeed to the liability of any other Person in respect of the foregoing. "TAX RETURN" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. "UNION CONTRACTS" has the meaning set forth in SECTION 4(O)(II)(1) below. "UNRESOLVED" means, in connection with any matter, that the matter has been actively pursued by any third party since January 1, 2000 and has not been resolved without any further liability to the Company. "WARN" means the "Worker Adjustment and Retraining Notification Act," 29 U.S.C. Section 2102 et seq., as amended and any state statute or regulation of similar import. 2. PURCHASE AND SALE. (a) BASIC TRANSACTION. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, free and clear of any Encumbrances, all of the Seller's right, title and interest in and to the Membership Interests. (b) PURCHASE PRICE. The purchase price (the "PURCHASE PRICE") payable to the Seller by the Buyer for the Membership Interests and in consideration for the agreements contained herein will be One Hundred Ten Million Dollars ($110,000,000) in cash and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares (the "SHARES") of New Preferred Stock. The Purchase Price shall be subject to adjustment as follows: The cash portion of the Purchase Price shall be reduced dollar-for-dollar by the amount of any downward adjustment of inventory balance pursuant to SECTION 6(K) below. (c) THE CLOSING. Subject to the terms hereof, the closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Taft, Stettinius & Hollister LLP in Cincinnati, Ohio, commencing at 10:00 a.m. local time on May 1, 2003, but in no event earlier than the date that is three (3) business days after the satisfaction or waiver of the conditions set forth in SECTION 8 or such other date and place as the Buyer and the Seller may mutually determine (the "CLOSING DATE"). (d) DELIVERIES AT THE CLOSING. At the Closing, (i) the Seller and Parent will deliver to the Buyer the various certificates, instruments, and documents to be delivered by either or both of them that are referred to in SECTION 8(A) below, (ii) the Buyer will deliver to the Seller the various certificates, instruments, and documents to be delivered by it that are referred to in SECTION 8(B) below, and (iii) the Buyer will deliver to the Seller the cash portion of the Purchase Price in immediately available funds and certificates for the Shares registered in the name of the Seller. 7 3. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and warrants to the Buyer that as of the date of this Agreement, except as set forth in the Disclosure Schedule: (a) ORGANIZATION OF PARENT. Parent is duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (b) AUTHORIZATION OF TRANSACTION. Parent has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. This Agreement constitutes, and the Ancillary Agreements to which it is a party when executed will constitute, the valid and legally binding obligations of Parent, enforceable in accordance with their respective terms and conditions, except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency, or other laws affecting creditors' rights generally or by general principles of equity. Except for the notices and consents described in SECTION 6(B) below, Parent need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Person (including the shareholders of Parent) or any government or governmental agency in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (c) NONCONTRAVENTION. Neither the execution and the delivery of this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Parent is subject, or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Parent is a party or by which it is bound or to which any of its assets is subject. (d) BROKERS' FEES. Except as set forth in SECTION 3(D) of the Disclosure Schedule, Parent has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 4. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PARENT. The Seller and Parent, jointly and severally, represent and warrant to the Buyer, that as of the date of this Agreement, except as set forth in the Disclosure Schedule: (a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. Each of the Seller and the Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each of the Seller and the Company is duly authorized to conduct business and is in good standing under the laws of each state where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect. Each of the Seller and the Company has full limited liability company power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. This Agreement constitutes, and the Ancillary Agreements to which either of them is a party when executed will constitute, the valid and legally binding obligations of each of the Seller and Parent, as the case may be, enforceable against each of them in accordance with their respective terms and conditions, except as the enforceability thereof may 8 be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity. (b) NONCONTRAVENTION. Neither the execution and the delivery of this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby, (i) violates any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller or the Company, as the case may be, is subject or any provision of the certificate of formation or operating agreement of the Seller or the Company, as the case may be, or (ii) except as set forth in SECTION 4(B) of the Disclosure Schedule, conflicts with, results in a breach of, constitutes a default under, results in the acceleration of, creates in any party the right to accelerate, terminate, modify, or cancel, or requires any notice or consent under any contract to which the Seller or the Company is a party or by which it is bound or to which any of its assets is subject (or results in the imposition of any Encumbrances upon any of its assets other than a Permitted Encumbrance), except where all such violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, or failures to give notice or obtain consents, could not reasonably be expected, in the aggregate with respect to all contracts, to have a Material Adverse Effect; provided that in no event shall the failure of Parent, the Seller or the Company to have obtained any consent from any third party under any Contract or Permit constitute a breach of any of the representations, warranties, covenants, or agreements made by Parent or the Seller in this Agreement. To the Knowledge of the Company and except for the notices and consents described in SECTION 4(B) of the Disclosure Schedule or SECTION 6(B) below, neither the Seller nor the Company is required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. (c) BROKER'S FEES. Except as set forth in SECTION 4(C) of the Disclosure Schedule, neither the Seller nor the Company has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. (d) TITLE TO MEMBERSHIP INTERESTS AND ASSETS. (i) The Seller has good and marketable title to the Membership Interests, free and clear of all Encumbrances except as set forth in SECTION 4(D)(I) of the Disclosure Schedule, which Encumbrance will be released at Closing. The Membership Interests are duly authorized, validly issued, fully paid and nonassessable and constitute all outstanding ownership interests in the Company. There are no outstanding subscriptions, warrants, rights or other arrangements or commitments, rights of first refusal, preemptive rights, calls or obligations of the Company to issue any ownership interests in the Company. (ii) The Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all Encumbrances except as set forth in SECTION 4(D)(II) of the Disclosure Schedule and subject to Permitted Encumbrances. (e) SUBSIDIARIES. Except as set forth in SECTION 4(E) of the Disclosure Schedule, the Company does not have any Subsidiaries and is not a general partner in any partnership or a co-venturer in any joint venture or other business enterprise. 9 (f) FINANCIAL STATEMENTS. Attached hereto as EXHIBIT E are the following financial statements (collectively the "FINANCIAL STATEMENTS"): (i) audited balance sheets and statements of income, changes in member's equity, and cash flow for the Company as of and for the fiscal years ended March 31, 2000, March 31, 2001 and December 31, 2001 (nine months); and (ii) an unaudited balance sheet and statement of income for the Company as of, and for the calendar year ended, December 31, 2002 (the "MOST RECENT FINANCIAL STATEMENTS"). Except as set forth in SECTION 4(F) of the Disclosure Schedule, the Financial Statements (including any notes thereto) have been prepared in accordance with the Company's accounting practices applied on a consistent basis in accordance with GAAP (except as may be indicated therein or in the notes or schedules thereto) throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods; PROVIDED that the Most Recent Financial Statements are subject to normal non-material year-end adjustments, lack footnotes and other presentation items. (g) NO MATERIAL ADVERSE CHANGE. Except as set forth in SECTION 4(G) of the Disclosure Schedule or in connection with the Contemplated Actions, since the date of the Most Recent Financial Statements, there has been no material adverse change in the financial condition, results of operations, or business of the Company, excluding any adverse change resulting from changes in general economic or industry conditions, changes resulting from losses of personnel or changes that are temporary in nature or effect. (h) ABSENCE OF CHANGE OR EVENT. Except as set forth in SECTION 4(H) of the Disclosure Schedule, and other than as permitted by SECTION 6(C)(IX), since the date of the Most Recent Financial Statements to and including the date hereof, the Company has conducted its business only in the ordinary course and has not: (i) incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, in excess of $1,000,000 in the aggregate, except liabilities or obligations incurred in the ordinary course of business and consistent with prior practice and borrowings under the Credit Agreement; (ii) except in the ordinary course of business consistent with past practice, entered into any new Contract obligating the Company to purchase or sell goods or services for a period of twelve (12) months or more; (iii) permitted any Encumbrance (other than any Permitted Encumbrance) to be placed on any Asset; (iv) sold, transferred, licensed, leased to others, or otherwise disposed of any of the Assets, except for inventory sold to customers or returned to vendors and surplus or obsolete equipment and furnishings; (v) suffered any damages, destruction or losses (not covered by insurance) having an aggregate value in excess of $500,000; (vi) made or committed to make any capital expenditures or capital additions or betterments in excess of an aggregate of $1,000,000; 10 (vii) had any employee strike, work stoppage, or lock-out; (viii) established or adopted any new employee benefit plan or granted any increase in the compensation payable or benefits to any officer, director, employee (or a class thereof), or agent other than in the ordinary course of business; (ix) merged, consolidated or combined with any other entity, or agreed to do so; (x) entered into any agreement, arrangement, transaction, or understanding with, or made any payment to, Parent or any Affiliate of Parent except for payments of the nature described in SECTION 4(H)(X) of the Disclosure Schedule made in the ordinary course of business consistent with prior practice; or (xi) made any commitment with respect to any of the foregoing. (i) LEGAL COMPLIANCE. To the Knowledge of the Company, the Company has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, executive orders, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where all failures to comply in the aggregate would not reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, the Company has all Permits necessary for the Company to operate and conduct the Business, and has so conducted the Business in full compliance therewith, except where all failures to have or comply with any such Permits in the aggregate would not reasonably be expected to have a Material Adverse Effect. (j) TAX MATTERS. (i) Each of Parent, the Seller and the Company has timely filed with the appropriate Taxing authorities all Tax Returns required to be filed through the Closing Date, except for personal property, sales and use and other state and local non-income tax returns, the nonfiling of which would not reasonably be expected to have a Material Adverse Effect. The information filed was complete and accurate in all material respects. Except as specified in SECTION 4(J) of the Disclosure Schedule, none of Parent, the Seller or the Company has requested an extension of time within which to file a Tax Return. Except as specified in SECTION 4(J) of the Disclosure Schedule, the Company is not required to file any federal, state or local income Tax Return. (ii) All taxes in respect to periods beginning before the Closing Date, have been paid or an adequate reserve has been established therefor, and the Company does not have any liability for Taxes in excess of the amounts so paid or reserves so established. (iii) Except as set forth in SECTION 4(J) of the Disclosure Schedule, the Company and each of its Subsidiaries is an eligible entity with a single owner as defined under Section 301.7701-3 of the Regulations and is classified as "disregarded as an entity separate from its owner" in accordance with the default classification provided by Section 301-7701-3(b) of the Regulations. 11 (iv) The Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Code. (k) REAL PROPERTY. (i) SECTION 4(K)(I) of the Disclosure Schedule sets forth an address of each parcel of Owned Real Property (except for agricultural land). With respect to each parcel of Owned Real Property, except as set forth in SECTION 4(K)(I) or SECTION 4(P) of the Disclosure Schedule: (A) the Company has good and marketable fee simple title, free and clear of all Encumbrances, except Permitted Encumbrances; (B) the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer, or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (D) to the Knowledge of the Company, the Owned Real Property is not in violation of any applicable zoning or land use ordinance or Environmental Laws, and the Company has received no written notice that any of the Owned Real Property is in violation of any applicable zoning or land use ordinance or Environmental Laws, which violations in the aggregate could reasonably be expected to have a Material Adverse Effect. (ii) SECTION 4(K)(II) of the Disclosure Schedule sets forth an address of each parcel of Leased Real Property (except for agricultural land), and a true and complete list of all Leases for each such parcel of Leased Real Property. With respect to each parcel of Leased Real Property, except as set forth in SECTION 4(K)(II) of the Disclosure Schedule: (A) the Company is in peaceful and undisturbed possession of the space and/or estate comprising each parcel of Leased Real Property and there are no material defaults by the Company or, to the Knowledge of the Company, any other party under any Lease, and, to the Knowledge of the Company, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition, which defaults or events or conditions in the aggregate could reasonably be expected to have a Material Adverse Effect. (B) to the Knowledge of the Company, all rent and other sums and charges payable by the Company, as tenant under each Lease relating to Leased Real Property, are current; (C) to the Knowledge of the Company, the Company has a good and valid leasehold interest in each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances; and 12 (D) the Company has delivered to the Buyer a true and complete copy of each Lease relating to the Leased Real Property. (l) INTELLECTUAL PROPERTY. (i) SECTION 4(L) of the Disclosure Schedule sets forth a list of all trademarks, service marks, and licenses of the Company that are material to the Business (collectively, along with any proprietary know-how or production practices or methods utilized in the Company's vegetable processing operations, the "INTELLECTUAL PROPERTY"). (ii) SECTION 4(L) of the Disclosure Schedule also sets forth a list of any written communications from the Company to third parties, or from third parties to the Company, in either case which were given or received since January 1, 1998 (or prior to that date if relating to an Unresolved claim of infringement), alleging any infringement by third parties of any of the Intellectual Property, or any unresolved infringement by the Company of any intellectual property rights claimed by third parties, together with all responses to such communications and a description of the status of each such alleged infringement, which relate to conditions or matters which in the aggregate could reasonably be expected to have a Material Adverse Effect. (iii) Except as disclosed in SECTION 4(L) of the Disclosure Schedule: (A) the Company owns or licenses the Intellectual Property free and clear of any Encumbrances (other than Permitted Encumbrances); (B) to the Knowledge of the Company, the Company is not in default under any of its licenses for Intellectual Property, and no other party is in default under any of its licenses for Intellectual Property, except in either case for any default which could not reasonably be expected to have a Material Adverse Effect; and (C) to the Knowledge of the Company, none of the Intellectual Property is being infringed by any other person or entity or infringes the rights of any other person or entity. (m) CONTRACTS. (i) SECTION 4(M)(I) of the Disclosure Schedule lists any Contract (excluding customary inventory purchase orders in the ordinary course of business that do not contain pricing commitments for a specified period of time) that: (A) other than any Contract for the purchase of goods or services or the sale of products in the ordinary course of business, involves aggregate consideration in excess of $200,000 in any one year period; (B) will require the Company to purchase or provide goods or services for a period of more than one hundred eighty (180) days after the Closing Date; (C) is for the employment of any employee of the Company; 13 (D) is between the Company and Parent or any of its Affiliates; (E) evidences any Encumbrance (other than any Permitted Encumbrance) on any of the Assets, or (F) evidences any Indebtedness. (ii) SECTION 4(M)(II) of the Disclosure Schedule lists all Leases of the Company that are treated as capital leases on the books and records of the Company as of the date of the Most Recent Financial Statements. (iii) Other than items subject to confidentiality provisions which prevent their disclosure to the Buyer (the "CONFIDENTIAL CONTRACTS"), the Company has made available to the Buyer a correct and complete copy of each of the items described in SECTIONS 4(M)(I) AND 4(M)(II) above (the "DISCLOSED CONTRACTS"). To the Knowledge of the Company, neither the Company nor any third party is in material breach of any Disclosed Contract or any Confidential Contract. (n) LITIGATION. Except as set forth in SECTION 4(N) or SECTION 4(P) of the Disclosure Schedule, (A) the Company has not received written notice of any Unresolved violation of law, rule, regulation, ordinance, or order of any court or federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, and (B) to the Knowledge of the Company, the Company is not subject to any outstanding written injunction, judgment, arbitration, order, decree, ruling, or charge or a party to or subject to any pending action, suit, proceeding, or hearing in or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign government, which collectively are reasonably likely to have a Material Adverse Effect. (o) EMPLOYEE MATTERS. (i) EMPLOYEE BENEFIT PLANS. (1) SECTION 4(O)(I)(1) of the Disclosure Schedule lists all Employee Pension Benefit Plans, all Employee Welfare Benefit Plans, all specified fringe benefit plans (as defined in section 6039D(d) of the Internal Revenue Code of 1986, as amended (the "Code")), and all executive compensation, retirement, supplemental retirement, deferred compensation, incentive, bonus, severance, compensation associated with change in control, perquisite, health care, death benefit, medical insurance, disability insurance, life insurance, vacation pay, sick pay or other material plans, programs, and arrangements to which the Company or any Subsidiary is a party, or with respect to which the Company or any Subsidiary has an obligation (other than any ERISA Affiliate Health Plan or ERISA Affiliate Pension Plan), or that are maintained, contributed to, or sponsored by the Company or a Subsidiary for the benefit of any current or former employee, officer, or director of the Company or any Subsidiary (such plans, programs, and arrangements to be referred to individually as "EMPLOYEE BENEFIT PLAN" and collectively as "EMPLOYEE BENEFIT PLANS"). (2) The Company has made available or will make available to the Buyer a complete and accurate copy of each Employee Benefit Plan document (including, in 14 each case, all amendments) in its possession and a complete and accurate copy of all material documents in its possession relating to such plan, including, if applicable: (A) each trust agreement, insurance or annuity contract, investment management agreement, custodial agreement, and other agreement relating to the funding of the plan, and all amendments to them; (B) the most recent summary plan description and any subsequent summary of material modifications; (C) the three most recently filed annual return reports (Form 5500 series), including all applicable schedules; (D) the most recent determination or opinion letter issued by the Internal Revenue Service, if the plan or its related funding arrangement is intended to be qualified under section 401(a) or exempt from tax under section 501(a) of the Code, the application submitted for it, any correspondence with the Internal Revenue Service in connection with the determination or opinion letter or application, and any pending application for a determination or opinion letter; (E) the three most recent financial statements; and (F) the three most recent actuarial valuation reports. (3) With respect to any Employee Benefit Plan that is an Employee Pension Benefit Plan intended to qualify under section 401(a) of the Code, each such plan is qualified under section 401(a) of the Code and any trust through which such plan is funded is exempt from federal income tax under section 501(a) of the Code; the Internal Revenue Service has issued a favorable determination as to the qualified status of such plan and trust under the Internal Revenue Code as amended by the Tax Reform Act of 1986 and subsequent legislation; and either the Internal Revenue Service has also issued a favorable determination as to the qualified status of the plan as amended for the legislation known as GUST or application for such a determination was made during the GUST remedial amendment period and is pending. Nothing has occurred that would adversely affect the qualified status of such Employee Pension Benefit Plan or trust. No filing has been made with the Internal Revenue Service with respect to any such plan under the Internal Revenue Service Employee Plans Compliance Resolution System or any predecessor program, nor has any self-corrective action been taken as to any such plan under the provisions of such program or any predecessor program permitting self-correction of certain qualification defects. (4) The Company has not incurred liability for any excise tax arising under section 4971, 4972, 4976, 4978, 4979, 4979A, 4980, or 4980B of the Code. (5) To the Knowledge of the Company, each of the following representations is true, except where the failure to be true, collectively, would not be reasonably likely to have a Material Adverse Effect: (A) Each Employee Benefit Plan is now and always has been operated in all material respects in accordance with its terms and the requirements of all applicable laws, including, without limitation, ERISA, all provisions of the Code applicable to secure intended tax consequences, and federal securities law, and all regulations and rulings under such laws. All persons who participate in the operation of the Employee Benefit Plans and all Employee Benefit Plan fiduciaries have always acted in all material respects in accordance with the provisions of all applicable law, including, without limitation, ERISA, the Code, and federal securities law, and all regulations and rulings under such laws. The Company has performed all material obligations required to be performed by it under, is not in any material respect in default under or in violation of, and there is no material default or violation by any party to, any Employee 15 Benefit Plan. No legal action, suit, claim, or governmental proceeding or investigation is pending or threatened with respect to any Employee Benefit Plan (other than claims for benefits in the ordinary course). (B) The administrator of each Employee Benefit Plan that is an "employee benefit plan" as defined in section 3(3) of ERISA ("ERISA Plan") has complied with all applicable reporting and disclosure requirements under Part 1 of Title I of ERISA. No filing has been made under the U.S. Department of Labor Delinquent Filer Program or any similar program with respect to any ERISA Plan. (C) Except as described in SECTION 4(O)(I)(5)(C) of the Disclosure Schedule, there has been no prohibited transaction (within the meaning of section 406 of ERISA or section 4975 of the Code) with respect to any ERISA Plan, other than any transaction subject to a statutory or administrative exemption. None of the transactions contemplated by this Agreement will be or will result in such a prohibited transaction. No person has acted or failed to act in connection with any Employee Benefit Plan in a manner that would subject the Company to direct or indirect liability, by indemnity or otherwise, for a breach of any fiduciary duty. No filing has been made under the U.S. Department of Labor Voluntary Fiduciary Correction Program or any similar program with respect to any ERISA Plan. (D) Except as described in SECTION 4(O)(I)(5)(D) of the Disclosure Schedule, no Employee Benefit Plan that is an Employee Pension Benefit Plan has had an accumulated funding deficiency (within the meaning of section 302 of ERISA or section 412 of the Code, whether or not waived. No asset of the Company is the subject of a lien arising under section 302(f) of ERISA or section 412(n) of the Code. The Company has not been required to post security under section 307 of ERISA or section 401(a)(29) of the Code, and no fact or event exists that could give rise to such a lien or requirement to post any such security. (E) The Company has not incurred liability under Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation ("PBGC") arising in the ordinary course), and no fact or event exists that would give rise to such liability. Except as disclosed in SECTION 4(O)(I)(5) of the Disclosure Schedule, no complete or partial termination has occurred within the past five years with respect to any Employee Benefit Plan that is an Employee Pension Benefit Plan. No reportable event (within the meaning of section 4043 of ERISA) or event described in section 4063(a) of ERISA, other than those for which a waiver from reporting applies, has occurred or is expected to occur with respect to any Employee Benefit Plan subject to Title IV of ERISA. The PBGC has not instituted proceedings to terminate any Employee Benefit Plan, no event or condition has occurred or exists that may constitute grounds under section 4042 of ERISA for the termination of or appointment of a trustee to administer any such plan, nor has any notice of intent to terminate any such plan been filed with the PBGC. All premiums due the PBGC with respect to such plans have been paid in full on a timely basis. (F) As to each Employee Benefit Plan subject to Title IV of ERISA other than a plan that is a Multiemployer Plan: all costs of the plan have been provided for on the basis of consistent methods in accordance with sound actuarial assumptions and practices; all employee census data furnished to the plan's actuary in connection with such valuation and prior 16 valuations has been accurate and complete in all material respects; and no amendment or change to the plan effective or adopted after the date of the valuation would increase benefits under the plan. (G) All contributions, insurance premiums, or payments required to be made with respect to the Employee Benefit Plans have been made by their due dates. (6) Except as disclosed in SECTION 4(O)(I)(6) of the Disclosure Schedule, (A) no Employee Benefit Plan, and no other commitment or agreement, provides for the payment by the Company of separation, severance, or similar benefits to any person solely as a result of any transaction contemplated by this Agreement or as a result of a "change in control", within the meaning of such term under section 280G of the Code, and (B) the consummation of the transaction contemplated by this Agreement will not accelerate the time of payment or vesting of, or increase the amount of, any compensation due to any employee from the Company. (7) Except as disclosed in SECTION 4(O)(I)(7) of the Disclosure Schedule, the Company has no liability which is reasonably likely to have a Material Adverse Effect with respect to any employee or former employee for post-employment benefits other than as required by section 4980B of the Code and Part 6 of Title I of ERISA or as provided under an Employee Benefit Plan that is an Employee Pension Benefit Plan. (8) To the Knowledge of the Company, there has been no representation made to or communication with any employee by the Company or the Seller or the Parent that is not in accordance with the existing terms and limitations of the Employee Benefit Plans which is reasonably likely to have a Material Adverse Effect. The Company has not made any commitment to modify any, or create any other, Employee Benefit Plan. (9) With respect to each Employee Benefit Plan that is a Multiemployer Plan: the Company has not withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability from such plan; the Company has not received any notice that such plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that such plan is or may become insolvent; the Company has not failed to make any required contributions on a timely basis; to the Knowledge of the Company, such plan is not a party to any pending merger or asset or liability transfer; to the Knowledge of the Company, there are no PBGC proceedings against or affecting such plan; and the Company has no potential liability by reason of having been a seller in a sale of assets pursuant to section 4204 of ERISA. SECTION 4(O)(I)(9) of the Disclosure Schedule includes for each such plan, as of its last valuation date, the amount of potential withdrawal liability of the Company calculated by the plan pursuant to ERISA section 4221(e), and identifies the specific obligor. (ii) EMPLOYMENT MATTERS. Except as set forth in SECTION 4(O)(II) of the Disclosure Schedule, each of the following is true: (1) other than pursuant to the collective bargaining agreements to which the Company is currently a party, which collective bargaining agreements are identified at SECTION 4(O)(II) of the Disclosure Schedule (collectively, the "UNION CONTRACTS"), none of the 17 employees of the Company (in his or her capacity as an employee of the Company) is represented by any labor union; (2) without limiting the generality of paragraph (1) above, to the Knowledge of the Company, no certification or decertification is pending or was filed within the past twelve (12) months respecting the employees of the Company; (3) to the Knowledge of the Company: no oral or written notice has been received by the Company or the Seller or Parent of any complaint made or charge filed against the Company claiming that the Company has violated any regulation, or local, state or federal laws regarding the rights of any employee, including, but not limited to, civil rights or equal opportunity, or of any complaints or proceedings involving the Company or any of the employees of the Company before any commission, agency or labor relations board, tribunal, or court; there are no outstanding orders or charges against the Company under the Occupational Health and Safety Act; and all levies, assessments and penalties made against the Company pursuant to any applicable workers' compensation act have been paid by the Company and the Company has not been reassessed under any such legislation during the past five years, which complaints, charge, orders, levies, etc. collectively are reasonably likely to have a Material Adverse Effect; and (4) to the Knowledge of the Company, the Company is in compliance with all federal, state and local laws and regulations relating to the employment of labor, including provisions relating to wages, fringe benefits, hours, working conditions, occupational safety and health, safety of the premises, workers' compensation, collective bargaining, payment of social security and unemployment taxes, civil rights and non-discrimination in hiring, retention, promotion, pay and other conditions of employment, including but not limited to the Immigration Reform and Control Act of 1986, and the Company is not liable for arrears on wages or any tax or penalties for failure to comply with those laws or regulations, except for any such violations, failures to comply and liabilities which collectively are not reasonably likely to have a Material Adverse Effect. (iii) WARN. Except for the transactions contemplated by this Agreement or except as disclosed in SECTION 4(O)(III) of the Disclosure Schedule, within the period ninety (90) days prior to the Closing Date, the Company has not temporarily or permanently closed or shut down any single site of employment or any facility or any operating unit, department or service within a single site of employment, as such terms are used in WARN. During such period, except as disclosed in SECTION 4(O)(III) of the Disclosure Schedule, the Company has not terminated or laid off more than ___ employees at a single site of employment. (p) ENVIRONMENTAL MATTERS. (i) Except as disclosed in SECTION 4(P) of the Disclosure Schedule, to the Knowledge of the Company there have been no releases of Hazardous Substances, Oils, or Pollutants or Contaminants at, on, under or from any of the Owned Real Property or the Leased Real Property (collectively, the "PROPERTIES"), except (a) releases which (x) have been promptly reported, if required by applicable Environmental Laws, and (y) if subject to (x), have been fully remediated to the point of receiving a closure determination or determination of no further action 18 from any and all governmental agencies having jurisdiction if and to the extent that such agencies issue such determinations; and (b) incidental spills or leaks which are de minimis in quantity and which neither individually nor collectively reasonably would be expected to violate any Environmental Laws or give rise to any Environmental Liabilities and Costs, which, in either case, would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (ii) Except as disclosed in SECTION 4(P) of the Disclosure Schedule, to the Knowledge of the Company, the Company has not engaged in, or caused or allowed others to engage in, the treatment or disposal of Hazardous Substances, Oils or Pollutants or Contaminants at, on or under the Properties. (iii) Except as disclosed in SECTION 4(P) of the Disclosure Schedule, to the Knowledge of the Company, the Company has not received any presently Unresolved claim or demand asserted against the Company from any private party or governmental agency alleging violations of or potential liability under any Environmental Laws or property damage, personal or bodily injury or harm under the common law doctrines of nuisance, negligence, trespass or strict liability that may give rise to Environmental Liabilities and Costs which are reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and, to the Knowledge of the Company, the Company has received no notice of any potential claims which may be asserted by a governmental agency or private party pursuant to any Environmental Laws or the aforementioned doctrines which remains Unresolved and is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (iv) Except as disclosed in SECTION 4(P) of the Disclosure Schedule, to the Knowledge of the Company, the Company has not received any Unresolved claim or demand asserting that the Company is or may be liable for Cleanup or for Environmental Liabilities and Costs resulting from the release or threatened release of Hazardous Substances, Oils, or Pollutants or Contaminants from the Properties and, to the Knowledge of the Company, the Company has not received any notice of any potential claims which may be asserted by any governmental agency with regulatory jurisdiction over the Properties or any other person or entity for Cleanup or for Environmental Liabilities and Costs which remains Unresolved and is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (v) Except as disclosed in SECTION 4(P) of the Disclosure Schedule, to the Knowledge of the Company, there are no above ground or underground storage tanks at, upon, or under any of the Properties. (vi) Except as disclosed in SECTION 4(P) of the Disclosure Schedule, to the Knowledge of the Company, the Company's operations at the Properties are in full compliance with all applicable Environmental Laws, except for such matters which collectively would not be reasonably likely to have a Material Adverse Effect. (vii) To the Knowledge of the Company, none of the Properties are listed or proposed for listing on the National Priorities List, CERCLIS, or any other federal, state or local list or inventory of actual or potentially contaminated sites. 19 (viii) To the Knowledge of the Company, except as disclosed in SECTION 4(P) of the Disclosure Schedule, the Company has made no disposal of any Hazardous Substance, Oil, or Pollutant or Contaminant at any site currently listed pursuant to 42 U.S.C. section 9605(a)(8)(B) or pursuant to any similar state or local law identifying hazardous sites. (ix) The following terms used in this SECTION 4(P) are defined below: (A) "CLEANUP" means all actions required of the Company by any governmental agencies or courts with jurisdiction over the Properties to: (A) investigate, contain, cleanup, remove, treat, or remediate Hazardous Substances, Oils, or Pollutants or Contaminants released by the Company or discovered at, on, under or from the Properties into the environment or caused by or arising from the operations of the Business by the Company; or (B) perform required post-remedial monitoring and care in connection with any such substances released at, on, under or from the Properties. (B) "ENVIRONMENTAL LAWS" means all applicable foreign, federal, state and local laws, regulations, statutes, codes, ordinances, and rules relating to pollution or protection of the environment. (C) "ENVIRONMENTAL LIABILITIES AND COSTS" means all legal liabilities, obligations, and responsibilities of the Company to conduct Cleanup or pay penalties, assessments, fines, or damages including natural resource damages, under any Environmental Laws. (D) "HAZARDOUS SUBSTANCES, OILS, OR POLLUTANTS OR CONTAMINANTS" means all chemical substances, oils, pollutants, or contaminants defined as such in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. 300.5. (q) CERTAIN RELATIONSHIPS WITH THE COMPANY. Except as disclosed in SECTION 4(Q) of the Disclosure Schedule, none of Parent or any of its Affiliates (other than the Company) owns any material asset, tangible or intangible, which is used in the business of the Company. (r) SUPPLIERS. Except as disclosed in SECTION 4(R) of the Disclosure Schedule, no single supplier or group of affiliated suppliers has supplied the Company with products which would account for more than ten percent (10%) of its purchases during any of the Company's last three fiscal years. (s) INVENTORIES. To the Knowledge of the Company, and subject to such exceptions which collectively would not be reasonably likely to have a Material Adverse Effect, (i) the portion of the Company's inventory which consists of food products complies with all applicable federal laws and regulations and with all applicable laws and regulations of each of the states of the United States, including, without limitation, all such laws and regulations relating to the wholesomeness of food for human consumption and (ii) the condition of the premises and equipment in or with which such food products inventory has been processed complies with all such applicable laws concerning cleanliness and sanitation with respect to premises and equipment processing food for human consumption. 20 (t) INSURANCE. The Company is covered by valid and currently effective insurance policies issued in favor of Parent, or self-insurance programs, as are listed and described on SCHEDULE 4(T) of the Disclosure Schedule. SCHEDULE 4(T) of the Disclosure Schedule also lists (i) all current reserves maintained by the Company with respect to such insurance policies and self-insured programs as of January 31, 2003 and (ii) any outstanding claim covered by such insurance policies or self-insured programs involving actual or alleged losses or liabilities which exceed, in each instance, $250,000 in incurred value, as determined by Parent's or the Company's third-party claims administrator. (u) SECURITIES LAW MATTERS. The Seller is a knowledgeable and sophisticated investor capable of evaluating the merits and risks of its investment in the Shares and has the capacity to protect its own interests. The Seller acknowledges that investment in the Shares involves risks and represents that it is able to bear the risks of such investment. The Seller is acquiring the Shares for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Seller understands that the Shares have not been registered under the Securities Act and may be resold only in compliance with the provisions thereof, and that a legend to such effect shall be placed on all Shares issued to it pursuant to this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 AND THIS SECTION 4, NEITHER PARENT NOR THE SELLER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES, OR OPERATIONS, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 5. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to Parent and the Company that as of the date of this Agreement: (a) ORGANIZATION OF THE BUYER. The Buyer is duly organized, validly existing, and in good standing under the laws of the State of New York. (b) AUTHORIZATION OF TRANSACTION. The Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunder and to carry on its business as it is now being conducted and is duly authorized to conduct business and is in good standing under the laws of each state where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the Buyer. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated thereby have been duly and validly authorized by the Buyer's Board of Directors and no other corporate or stockholder proceedings on the part of the Buyer are necessary to authorize this Agreement and the Ancillary Agreements, the issuance of the Shares and the consummation of the other transactions contemplated hereby. This Agreement constitutes, and the Ancillary Agreements when executed will constitute, the valid and legally binding obligations of the Buyer, enforceable in accordance with their respective terms and conditions, except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency, or other laws affecting creditors' rights generally or by general principles of equity. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental 21 agency in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements other than the applicable filings under the Hart-Scott-Rodino Act, any filings with the Securities and Exchange Commission and state securities law agencies with respect to the issuance of the Shares, the filing of a listing application with the NASDAQ Stock Market and the filing of the Certificate of Amendment with the New York Secretary of State. (c) NONCONTRAVENTION. Except to the extent set forth on SECTION 6(B)(II) of the Disclosure Schedule, neither the execution and the delivery of this Agreement and the Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject. (d) BROKERS' FEES. The Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. (e) CAPITAL STOCK. The authorized capital stock of the Buyer consists of 20,000,000 shares of Class A Common Stock, par value Twenty Five Cents ($0.25) per share ("CLASS A COMMON STOCK"), 10,000,000 shares of Class B common stock, par value Twenty Five Cents ($0.25) per share ("CLASS B COMMON STOCK") and 8,430,000 shares of Preferred Stock, consisting of 200,000 shares of 6% Cumulative Preferred Stock with a par value of $.25 per share, 30,000 shares of Preferred Stock without par value, and 8,200,000 shares of Preferred Stock with a par value of $.025 per share, Class A. As of January 31, 2003, 3,827,468 shares of Class A Common Stock, 2,764,053 shares of Class B Common Stock and 200,000 shares of 6% Cumulative Preferred Stock, 807,240 shares of 10% Cumulative Convertible Voting Preferred Stock and 3,566,556 shares of Participating Convertible Preferred Stock were issued and outstanding. An aggregate of 3,600,251 shares of Class A Common Stock and 33,695 shares of Class B Common Stock are reserved for issuance upon conversion of the Buyer's Preferred Stock. The Shares when issued will have the rights and privileges set forth in the Certificate of Amendment. As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, rights or other arrangements or commitments, rights of first refusal, preemptive rights, calls or rights obligating the Buyer to issue any capital stock or other securities of, or other ownership interests in, the Buyer, other than as set forth in the Shareholders Agreement by and among Buyer and certain shareholders comprising the Wolcott and Kayser families and the Carl Marks Investor Group dated June 22, 1998 (the "SHAREHOLDERS AGREEMENT"). All outstanding shares of capital stock of the Buyer are, and the Shares (and any shares of Class A Common Stock issued upon conversion of the Shares) when issued will be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Buyer may vote. There are no outstanding obligations of the Buyer to repurchase, redeem or 22 otherwise acquire any of its securities. The Buyer is not a party to any voting agreement with respect to its securities except the Shareholders Agreement. (f) REPORTS AND FINANCIAL STATEMENTS. The Buyer has filed all reports, schedules, forms, statement and other documents (including exhibits and other information incorporated herein) with the SEC required to be filed by the Buyer since January 1, 1999 (such documents together with any documents filed during such period by the Buyer with the SEC on a voluntary basis on Current Reports on Form 8-K, the "BUYER SEC REPORTS"). As of their respective dates, the Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Buyer SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Buyer SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Buyer and its consolidated Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since January 1, 1999, the Buyer has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (g) NO VIOLATION OF LAW. To Buyer's knowledge, the businesses of the Buyer and its Subsidiaries are not being conducted in violation of any provisions of law or regulation except (a) as described in any of Buyer SEC Reports and (b) for violations or possible violations which would not have a material adverse effect on the Buyer. To Buyer's knowledge, the Buyer has all permits, licenses and governmental authorizations material to ownership or occupancy of its properties and assets and the carrying on of its business, except for such permits, licenses and governmental authorizations, the failure of which to have would not have a material adverse effect on the Buyer. (h) ABSENCE OF CERTAIN CHANGES OR EVENTS. Other than as disclosed in the Buyer SEC Reports, since December 28, 2002 and to the date of this Agreement, the businesses of the Buyer and its Subsidiaries have been conducted in all material respects in the ordinary course and there has been no material adverse change in the financial condition, results of operations, or business of the Buyer, excluding any adverse change resulting from changes in general economic or industry conditions or changes that are temporary in nature or effect. (i) INVESTIGATIONS; LITIGATION. Except as described in any of the Buyer SEC Reports: (i) no government entity has notified the Buyer in writing of an intention to conduct an investigation or review of the Buyer by the government entity, and to 23 Buyer's knowledge, no investigation or review by any government entity is pending with respect to the Buyer which would have a material adverse effect on the Buyer; and (ii) to Buyer's knowledge, there are no actions, suits or proceedings pending (or, to the Buyer's knowledge, threatened) against or affecting the Buyer or any of its properties before any governmental entity, which is reasonably likely to have a material adverse effect on the Buyer. (j) NO REQUIRED VOTE OF SHAREHOLDERS. No vote of shareholders of the Buyer is required by law, by the Certificate of Incorporation or by-laws of the Buyer or by any agreement to which Buyer is a party in order for the Buyer to consummate the transactions contemplated hereby. (k) MATERIAL CONTRACTS. (i) Except as set forth in the Buyer SEC Reports, to Buyer's knowledge, the Buyer has not received written notice of any material violation or material default under any material contract (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC) to which the Buyer is a party. (ii) Except as set forth in the Buyer SEC Reports, to Buyer's knowledge, the Buyer is not (i) in violation or default under any contract or agreement that restricts its ability to compete or otherwise conduct its business as presently conducted, except for such violations or defaults as would not have a material adverse effect on the Buyer or (ii) a party to, or bound by, any contract or agreement that restricts or would restrict the ability of the Buyer or any of its Subsidiaries from competing or otherwise conducting its business as such business is conducted on the date of this Agreement, except for such restrictions that would not have a material adverse effect on the Buyer. (l) TAKEOVER STATUTE. The Board of Directors of the Buyer has approved this Agreement and the transactions contemplated hereby and such approval constitutes approval of the transactions contemplated hereby by the Board of Directors of the Buyer under the provisions of Section 912 of the NYBCL, such that the restrictions of Section 912 of the NYBCL do not apply to this Agreement or the transactions contemplated hereby. To Buyer's knowledge, no other state takeover statute is applicable to the transactions contemplated by this Agreement. (m) TRANSACTIONS WITH AFFILIATES. Other than the transactions contemplated by this Agreement or except to the extent disclosed in the Buyer SEC Reports or otherwise disclosed to the Seller, there have been no transactions, agreements, arrangements or understandings between the Buyer, on the one hand, and the Buyer's Affiliates or any other Person, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Exchange Act. (n) SECURITIES LAW MATTERS. The Buyer is a knowledgeable and sophisticated investor capable of evaluating the merits and risks of its investment in the Membership Interests and has the capacity to protect its own interests. The Buyer acknowledges that investment in the Membership Interests involves risks and represents that it is able to bear the risks of such investment. The Buyer is acquiring the Membership Interests for its own account and not with a 24 view to, or for resale in connection with, any distribution thereof. The Buyer understands that the Membership Interests have not been registered under the Securities Act and may be resold only in compliance with the provisions thereof. 6. PRE-CLOSING COVENANTS. The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing: (a) GENERAL. Each of the Parties will use its commercially reasonable efforts to take all actions and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in SECTION 8 below). In furtherance of the foregoing: (i) the Buyer shall provide to Parent and the Seller, on or before the date sixty (60) days after the date hereof commitment letters reasonably satisfactory to Parent evidencing that the Buyer has available all financing necessary for it to consummate the transactions contemplated by this Agreement; (ii) the Buyer, at the Closing, shall pay off or guarantee the Credit Facility and guarantee any Leases to which the Company is a party or provide other reasonable financial accommodations if and as necessary to obtain lender or lessor consents; and (iii) the Buyer shall take all actions necessary to cause the Shares to be listed for trading on the NASDAQ National Market System. (b) NOTICES AND CONSENTS. Parent and the Seller shall give, and cause the Company to give, any notices to third parties, and will use, and cause the Company to use, their and its commercially reasonable efforts to obtain any third party consents, that may be necessary to permit Parent and the Seller to effectuate the transactions contemplated by this Agreement. A listing of such required notices and consents is set forth at SECTION 6(B)(I) of the Disclosure Schedule. The Buyer shall give any notices to third parties, and will use its commercially reasonable efforts to obtain any third party consents, that may be necessary to permit the Buyer to effectuate the transactions contemplated by this Agreement. A listing of such required notices and consents is set forth at SECTION 6(B)(II) of the Disclosure Schedule. Each of the Parties shall (and Parent will cause the Company to) give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any required authorizations, consents, and approvals of governments and governmental agencies in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Parties shall (i) take all action necessary, as soon as reasonably practicable but not later than ten (10) days after the date hereof, to make the filings required of the Buyer and the Seller (or the "ultimate parent entity" of such party) under the Hart-Scott-Rodino Act to consummate the transactions contemplated by this Agreement, and (ii) use their commercially reasonable efforts to obtain early termination of the waiting period thereunder. The Buyer shall pay all filing fees payable in connection with its pre-merger notification filing under the Hart-Scott-Rodino Act. (c) OPERATION OF BUSINESS. Except as expressly contemplated by this Agreement or otherwise consented to by the Buyer in writing (which consent shall not be unreasonably withheld or delayed), the Company shall: (i) conduct the Business in all material respects only in the usual, regular, and ordinary course in substantially the same manner as heretofore conducted (including, without limitation restoring operations at the plants at Gillett, Wisconsin and 25 Coleman, Wisconsin and to relocate its corn operations from Salem, Oregon to Walla Walla, Washington and its root vegetable operations from Salem, Oregon to Ripon, Wisconsin (collectively, the "CONTEMPLATED ACTIONS")); (ii) maintain in all material respects all of the Assets in their present condition, except for ordinary wear and tear and damage by unavoidable casualty; (iii) keep in full force and effect insurance comparable in amount and scope of coverage to that now carried with respect to the Business; (iv) perform in all material respects its obligations under the Contracts; (v) maintain the books of account and records of the Business in the usual, regular, and ordinary manner; (vi) comply in all material respects with all Permits, Environmental Laws, statutes, laws, ordinances, rules, and regulations applicable to the conduct of the Business; (vii) except as set forth in SECTION 6(C)(VII) of the Disclosure Schedule or SCHEDULE III, and except as set forth in SECTION 6(C)(XIII) of this Agreement, not enter into any employment agreement or commitment to employees of the Business or effect any increase in the compensation or benefits payable, or to become payable, to any officers, director, or employee of the Business other than increases in the ordinary course of business; (viii) not create or permit the creation of any Encumbrance on the Assets, other than Permitted Encumbrances; (ix) not enter into or modify any Contract obligating the Company to purchase goods or services for a period of ninety (90) days or more, or sell, lease, license, or otherwise dispose of any Asset (other than dispositions of obsolete Assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, machinery, equipment, vehicles, furniture, furnishings, inventory, and supplies to be used in the Business or make any capital expenditures in excess of $1,000,000 (provided that nothing herein shall prohibit the Company from taking actions, consistent with its past practices, to prepare for the 2003 pack (including entering into commitments to sell product or to acquire cans, raw products, boxes, and other items for the 2003 pack), or from taking actions or entering into commitments that do not materially affect the Company's business or from incurring capital expenditures and/or costs and expenses in connection with the Contemplated Actions which in all events shall not involve a contractual commitment extending beyond 12 months); (x) not take any action with respect to, or make any material change in its accounting policies or procedures, except as may be required by changes in GAAP upon the advice of its independent accountants; (xi) not amend its Certificate of Formation or Operating Agreement, issue any membership interest or other equity security or make any distributions; 26 (xii) not engage in any material transaction with Parent or any of its Subsidiaries or make any payments thereto other than payments of the nature described in SECTION 4(H)(X) of the Disclosure Schedule made in the ordinary course of business consistent with past practices or as specifically required by this Agreement; (xiii) not without the consent of the Buyer enter into any agreement of any nature whatsoever that would impose on the Company and/or the Buyer any liability or obligation or commitment of any nature whatsoever with any certified bargaining representative of any of the employees who work for or in connection with the business if such liability or obligation or commitment would exist after the Closing, except the Company shall be free to fulfill any legal obligation it has to negotiate with such certified bargaining representative, provided it obtains the consent of the Buyer to any agreements that are made before the Company makes any commitments that will be binding on the Company and/or the Buyer after the Closing; or (xiv) not authorize or enter into any commitment with respect to any of the matters described in (VII)-(XIII) above. (d) ACCESS. (i) Subject to the last sentence of SECTION 6(D)(II), the Seller will permit, and Parent and Seller will cause the Company to permit, representatives of the Buyer, upon providing reasonable advance notice, to have access at all reasonable times during normal business hours, and in a manner so as not to interfere with the normal business operations of the Company, to all premises, properties, personnel, books, records (including tax records, financial records of the Company from the Company's accountants, and environmental surveys, studies, and reports), contracts, and documents of or pertaining to the Business; provided, however, that, to the extent that the Buyer conducts any environmental review of the Owned Real Property or the Leased Real Property, such review shall be conducted, at the Buyer's sole expense, in accordance with a mutually acceptable site access and confidentiality agreement among the Parties, and only after the prior approval of the Seller and Parent, and shall not include, without the Seller's and Parent's prior approval, any drilling or sampling (with all such prior approvals by Seller and Parent not to be unreasonably withheld, conditioned or delayed). The Seller shall have the option, but not the obligation, to receive copies of all non-privileged reports generated or data collected by the Buyer or its representatives in conducting any environmental review of the Owned Real Property or the Leased Real Property, and upon the Seller's request, the Buyer shall have the obligation to provide the Seller with copies of all non-privileged reports generated or data collected by the Buyer or its representatives in conducting any environmental review of the Owned Real Property or the Leased Real Property. The information to be provided to the Buyer hereunder shall include (i) the Company's audited financial statements for the calendar year period ended December 31, 2002 as soon as such audited financial statements are available, and (ii) the Company's unaudited monthly financial statements for each month of the current calendar year as soon as reasonably practicable after such financial statements are available. (ii) Any and all information (which shall be deemed to include, without limitation, all environmental surveys, studies, and reports) that the Buyer receives from Parent or the Seller shall be subject in all respects to strict compliance with the terms and 27 conditions of the Confidentiality Agreement dated as of October 22, 2002 by and between Parent and the Buyer (the "CONFIDENTIALITY AGREEMENT"). In the course of the reviews contemplated by this SECTION 6(D), the Buyer will not use any of the information except as expressly permitted by the Confidentiality Agreement, and, if this Agreement is terminated for any reason whatsoever, will return to Parent or the Seller, as the case may be, all tangible embodiments (and all copies) of such information which are in its possession. Parent and the Seller shall be entitled to withhold Confidential Information or access from Buyer upon written advice of counsel that the disclosure of such Confidential Information to Buyer could result in the violation by Parent or the Seller of state or federal law or an applicable confidentiality agreement with a third party; and in such event, the Parties shall endeavor to agree upon such arrangements as are reasonably acceptable to the Parties and their counsel pursuant to which as much of such Confidential Information as can be lawfully provided to Buyer is so provided (which shall, in any event, include all information that is required to be disclosed under the provisions of SECTION 6(E) below). (e) SUPPLEMENTS TO DISCLOSURE SCHEDULE. If the Seller or Parent becomes aware of, or there occurs after the date of this Agreement, any fact or condition that constitutes a breach of any representation or warranty made by the Seller or Parent in SECTION 3 or SECTION 4 above that is qualified by materiality or a material breach of any representation or warranty made by the Seller or Parent in SECTION 3 or SECTION 4 above that is not so qualified, or if any fact or condition, either currently existing or hereafter occurring, requires any material change in the Disclosure Schedule delivered to the Buyer at the time of execution of this Agreement, the Seller or Parent will deliver to the Buyer at or before the Closing a supplement to the Disclosure Schedule specifying any needed change. The Buyer may terminate this Agreement pursuant to SECTION 11(A)(III) following its receipt of any such supplement describing a fact or condition having a Material Adverse Effect but if the Buyer consummates the transactions contemplated by this Agreement following its receipt of any such supplement, the Buyer shall not be entitled to indemnification under SECTION 9(B) for any matter described in any such supplement. (f) NO SOLICITATION. Unless this Agreement shall have been terminated pursuant to SECTION 11 below, neither Parent nor the Seller shall, directly or indirectly through any officer, director, employee, agent, affiliate, or otherwise, enter into any agreement, agreement in principle, or other commitment (whether or not legally binding) relating to a Competing Transaction or solicit, initiate, or encourage the submission of any proposal or offer from any person or entity relating to any Competing Transaction, nor participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person or entity to effect a Competing Transaction. Parent and the Seller shall immediately cease any and all contacts, discussions, and negotiations with third parties regarding any Competing Transaction. (g) PRE-CLOSING TRANSACTIONS. Immediately prior to the Closing, Seller will contribute to the capital of the Company all accounts payable by the Company to Seller or any of its Affiliates, which shall be in an aggregate amount of not less than $10,000,000. (h) TAX MATTERS. The Seller shall cause any tax sharing agreement or other similar arrangements with respect to or involving the Company to be terminated as to the 28 Company on the Closing Date so that after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect to periods prior to or including the Closing Date. (i) TAX TREATMENT OF TRANSACTION. The Parent, Seller and Buyer agree that the transactions contemplated hereunder will be treated as an asset sale for federal income tax purposes. (j) DISTRIBUTION FROM MASTER PENSION BENEFIT TRUST. As promptly as practicable after the date of this Agreement, Chiquita Brands, Inc., a Subsidiary of Parent, will initiate an equitable separation of the assets of its master pension benefit trust into two trusts--one for the assets attributable to the Retirement Plan for Salaried Tropical Employees of Chiquita Brands, Inc. (a subsidiary of Chiquita Brands International, Inc.) and one for the assets attributable to the four Employee Pension Benefit Plans sponsored by the Company. Such separation of assets will be completed effective upon the Closing. In the division of the common investments of the master trust there shall be allocated, between the two separate trusts, assets having a fair market value at the time of separation equal to the value of the master trust assets identified with the respective plans the assets of which are being transferred to the separate trusts. (k) PHYSICAL INVENTORY. The Seller shall cause the Company to conduct a physical inventory count as of March 31, 2003 of inventory quantities on hand at all physical locations where the Company's inventory is located in accordance with the Company's past practices for physical inventory counts. The Buyer and its representatives may observe this physical inventory count and, to the extent that the Buyer reasonably deems necessary, make sample counts of inventory on hand and conduct other procedures as necessary to verify that inventory quantities are consistent with book inventory as of March 31, 2003. The Seller shall cause the Company to compile a cost valuation of the physical inventory count as of March 31, 2003 determined in accordance with the inventory cost by SKU contained in the 50 page inventory cost document dated December 23, 2002 previously provided by the Seller to the Buyer, and the recorded inventory balance in the Company's general ledger and inventory perpetual record systems as of March 31, 2003 shall be adjusted to the such valuation of the physical inventory count quantities as of March 31, 2003, after taking into consideration all appropriate reserves for obsolescence, surplus and damage. The Buyer shall reimburse the Seller for any incremental costs incurred by Parent, the Seller or (if the Closing does not occur) the Company in connection with the actions required by this SECTION 6(K). (l) PACK AGREEMENT. The Buyer shall, and the Seller shall cause the Company to negotiate in good faith and enter into the Pack Agreement on terms reasonably acceptable to both parties as promptly as possible after the execution hereof. 7. POST-CLOSING COVENANTS. The Parties agree as follows with respect to the period following the Closing. (a) GENERAL. In case at any time after the Closing any further action is necessary to carry out or give effect to the purposes of this Agreement each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) 29 as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under SECTION 9 below). (b) LITIGATION SUPPORT; BUSINESS RECORDS. (i) In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (A) any transaction contemplated under this Agreement or (B) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the other Parties shall cooperate with such Party and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under SECTION 9 below). (ii) The Buyer acknowledges that business records of the Company relating to the operations of the Business prior to the Closing will be retained by the Company and that Parent and the Seller may from time to time require access to or copies of such records in connection with tax matters, litigation claims, and other matters arising with respect to the operations of the Company prior to the Closing. The Buyer agrees that, upon reasonable prior notice from Parent and/or the Seller, the Buyer will, during normal business hours, provide, and cause the Company to provide, Parent and/or the Seller with access to (including office space), and (at Parent's expense) copies of, such records for such purposes. The Seller and Parent agree to hold any confidential information so provided in confidence and to use such information only for the purposes described above. In addition to the provisions of SECTION 10(G)(I) below, the Buyer agrees that it will not, and will not permit the Company to, within seven (7) years after the Closing, destroy any material records of the Business prepared prior to the Closing without first notifying Parent and affording it the opportunity to remove or copy them. (c) INSURANCE. Effective as of the Closing, the Parties acknowledge and agree that the Company's current insurance coverages (all of which are provided under a comprehensive insurance program maintained by Parent and its Affiliates) and self-insurance programs will terminate, and the Buyer shall be required to obtain and maintain new insurance coverages for the Company and the Company's assets and activities; provided, that nothing in this Agreement shall preclude or limit the Buyer's or the Company's right to tender to Parent's insurance carriers claims relating to events arising prior to the Closing Date or to tender incurred but not yet reported claims as of the Closing Date. Parent and the Seller agree to cooperate with the Buyer and the Company in submitted any such claims relating to events arising prior to the Closing Date. The Buyer will cause the Company from and after the Closing, to continue to reimburse Parent and the Seller for claims payments made to GAB Robins, North America, a third party claims administrator for the insurer, or otherwise for amounts paid by it in respect of workers' compensation, employer's liability, truck/automotive liability, general and product liability, employment practices liability, fiduciary liability and other claims against the Company that are within the deductible or self-insured amounts applicable to insurance programs covering the Company with respect to pre-Closing occurrences. Payments must be reimbursed to Parent or the Seller within thirty (30) days of any such payment made by either of them to GAB Robins, 30 North America or other claims administrator. Monthly loss data will continue to be provided by the Seller. The Company has a current listing of all reported claims. The Buyer will cooperate, and cause the Company to cooperate, with the Seller, its insurers and third party administrators with respect to claims arising prior to the Closing. (d) USE OF "CHIQUITA" TRADEMARK. The Company shall be permitted to use the "Chiquita" trademark only on canned goods existing in its inventory, and with respect to any labels existing in its inventory, until such time as the Company has disposed of such inventory, provided that the Buyer shall cause the Company to discontinue use of such labels as promptly as commercially practicable. The Company shall have three (3) months after the Closing Date to remove and dispose of any "Chiquita" signage located at any of its facilities. As promptly as practicable after the Closing, the Buyer shall change the name of the Company to a name not including "Chiquita" or any derivation or variation thereof. 8. CONDITIONS TO OBLIGATION TO CLOSE. (a) CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in SECTIONS 3 and 4 that are qualified with reference to materiality shall be true and correct (without giving effect to any supplement to the Disclosure Schedule as provided under SECTION 6(E) above), and the representations and warranties that are not so qualified shall be true and correct in all material respects (without giving effect to any supplement to the Disclosure Schedule as provided under SECTION 6(E) above), at and as of the Closing Date, provided that, for purposes of this SECTION 8(A)(I), the amount specified in SECTION 4(H)(V) shall be $1,000,000. (ii) Parent and the Seller shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree or ruling in effect preventing consummation of any of the transactions contemplated by this Agreement, and there shall be no pending action or proceeding brought by a governmental authority seeking to enjoin any of the transactions contemplated by this Agreement; (iv) Parent and the Seller shall have delivered to the Buyer a certificate signed by officers of each to the effect that each of the conditions specified above in SECTION 8(A)(I)-(III), as applies separately with respect to each of Parent and the Company, to the knowledge of such officers, is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been terminated; (vi) the consents, releases and permits set forth on SECTION 8(A)(VI) of the Disclosure Schedule shall have been obtained; 31 (vii) the Buyer shall have received: (A) duly executed originals of the Ancillary Agreements; and (B) current certificates of good standing from Parent's and the Company's jurisdictions of organization, resolutions of their respective Boards of Directors or Managers (certified by an officer of Parent or the Seller, as applicable) authorizing the execution and delivery of this Agreement and other documents and agreements contemplated hereby and consummation of the transactions contemplated hereby and thereby, and (C) an incumbency certificate of the officers of Parent and the Seller executing any or all of this Agreement or any documents or agreements executed in connection herewith or therewith; and (viii) all actions to be taken by Parent and the Seller in connection with consummation of the transactions contemplated hereby shall have been completed to the reasonable satisfaction of the Buyer. The Buyer may waive any condition specified in this SECTION 8(A) if it executes a writing so stating at or prior to the Closing. The Parties specifically agree that it shall not be a condition to the Buyer's obligations that the Buyer shall have obtained any financing necessary for it to consummate the transactions contemplated by this Agreement.. (b) CONDITIONS TO OBLIGATION OF THE PARENT AND SELLER. The obligations of the Seller and Parent to consummate the transactions to be performed by Parent and the Seller in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in SECTION 5 that are qualified with reference to materiality shall be true and correct, and the representations and warranties that are not so qualified shall be true and correct in all material respects, at and as of the Closing Date; (ii) the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree or ruling in effect preventing consummation of any of the transactions contemplated by this Agreement, and there shall be no pending action or proceeding brought by a governmental authority seeking to enjoin any of the transactions contemplated by this Agreement; (iv) the Buyer shall have delivered to the Seller a certificate signed by one of its officers to the effect that each of the conditions specified above in SECTION 8(B)(I)-(III), to the knowledge of such officer, is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been terminated; (vi) the consents, releases and permits set forth on SECTION 8(A)(VI) of the Disclosure Schedule shall have been obtained; (vii) Parent and the Seller shall have received: (A) a duly executed original of the Ancillary Agreements; and (B) a current certificate of good standing from the Buyer's jurisdiction of organization, resolutions of the Buyer's Board of Directors (certified by 32 an officer of the Buyer) authorizing the execution and delivery of this Agreement and other documents and agreements contemplated hereby and consummation of the transactions contemplated hereby and thereby, and (C) an incumbency certificate of the officers of the Buyer executing any or all of this Agreement or any documents or agreements executed in connection herewith or therewith; (viii) the Seller shall have received (A) an agreement substantially in the form of EXHIBIT C hereto executed by the Carl Marks shareholders and the Buyer amending their registration rights so as to avoid any conflict with the rights of the Seller under the Registration Rights Agreement, and (B) the Seller shall have received Subordination Agreements executed by the shareholders of the Buyer named therein; and (ix) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby shall have been completed to the reasonable satisfaction of Parent and the Seller. The Seller may waive any condition specified in this SECTION 8(B) if it executes a writing so stating at or prior to the Closing. 9. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION. (a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The covenants contained in this Agreement shall survive the Closing Date without limitation. The representations and warranties contained herein shall survive the Closing Date for a period of two (2) years; PROVIDED that the representations and warranties contained in SECTION 4(J) shall survive until the expiration of all applicable statutes of limitations, and the representations and warranties contained in SECTION 4(P) shall survive for a period of seven (7) years and six (6) months. Any matter as to which a claim has been asserted by notice to the other party received before such date that is pending or unresolved at the end of any applicable limitation period shall continue to be covered by SECTION 9 notwithstanding any applicable statute of limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid. (b) INDEMNIFICATION BY THE SELLER AND PARENT. Parent and the Seller, jointly and severally, shall defend, indemnify, and hold harmless the Buyer and the Company, each of their successors and assigns and each of their officers, directors, shareholders, affiliates, employees, and agents (collectively, the "BUYER INDEMNITEES") from and against any and all Losses (including those incurred in connection with the defense or prosecution of an indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "BUYER LOSSES") caused by, based upon, resulting from, or arising out of: (i) any breach of a representation or warranty hereunder (as supplemented as permitted by SECTION 6(E)) on the part of Parent or the Seller; (ii) any failure by Parent or the Seller to perform or otherwise fulfill any covenant, provision, undertaking, or other agreement or obligation of it hereunder; 33 (iv) any liability of the Company or the Buyer arising under or with respect to (A) any ERISA Affiliate Pension Plan, (B) any ERISA Affiliate Health Plan, (C) Parent's Capital Accumulation Plan or (D) Parent's Deferred Compensation Plan; and (v) any and all actions, suits, proceedings, claims, and demands incident to any of the foregoing or such indemnification. (c) INDEMNIFICATION BY THE BUYER. The Buyer shall defend, indemnify, and hold harmless Parent and the Seller, each of their successors and assigns and each of their officers, directors, shareholders, affiliates, employees, and agents (collectively, the "PARENT INDEMNITEES") from and against any and all Losses (including those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "PARENT LOSSES"), caused by, based upon, resulting from, or arising out of: (i) any breach of a representation or warranty hereunder on the part of the Buyer; (ii) any failure by the Buyer to perform or otherwise fulfill any covenant, provision, undertaking, or other agreement or obligation of it hereunder; (iii) any inspections or test of, or the entry onto, any Owned Real Property or Leased Real Property by the Buyer or its representatives and agents prior to Closing; (iv) any use by the Company after the Closing of the name "Chiquita" in any form or any "Chiquita" trademark, including without limitation any such use permitted by SECTION 7(D); and (v) any and all actions, suits, proceedings, claims, and demands incident to any of the foregoing or such indemnification. (d) PROCEDURE FOR CLAIMS BY THIRD PARTIES. (i) The rights and obligations of a party claiming a right to indemnification hereunder (each, an "INDEMNITEE") from a party to this Agreement (each, an "INDEMNITOR") in any way relating to a third party claim shall be governed by the following provisions of this SECTION 9(D): (A) The Indemnitee shall give prompt written notice to the Indemnitor of the commencement of any claim, action, suit, or proceeding, or any threat thereof, or any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained in this Agreement setting forth, in reasonable detail, the nature and basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnitee (a "NOTICE OF CLAIM"). The Notice of Claim shall be accompanied by any relevant documents in the possession of the Indemnitee relating to the claim (such as copies of any summons, complaint, or pleading which may have been served or any written demand or document evidencing the same). No failure to give a Notice of Claim shall affect, limit, or reduce the indemnification obligations 34 of an Indemnitor hereunder, except to the extent such failure actually prejudices such Indemnitor's ability successfully to defend the claim, action, suit, or proceeding giving rise to the indemnification claim. (B) In the event that an Indemnitee furnishes an Indemnitor with a Notice of Claim, then upon the written acknowledgment by the Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of Claim, stating that the Indemnitor is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that as between the Indemnitor and the Indemnitee, the claim covered by the Notice of Claim is subject to this SECTION 9 (without admitting responsibility to indemnify therefor) (an "INDEMNIFICATION ACKNOWLEDGMENT"), then the claim covered by the Notice of Claim may be defended by the Indemnitor, at the sole cost and expense of the Indemnitor; PROVIDED that the Indemnitee is authorized to file any motion, answer, or other pleading that may be reasonably necessary or appropriate to protect its interests during such 30 day period. However, in the event the Indemnitor does not furnish an Indemnification Acknowledgment to the Indemnitee, the Indemnitee may, upon written notice to the Indemnitor, assume the defense (with legal counsel chosen by the Indemnitee) and dispose of the claim, at the sole cost and expense of the Indemnitor. Notwithstanding receipt of an Indemnification Acknowledgment, the Indemnitee shall have the right to employ its own counsel in respect of any such claim, action, suit, or proceeding, but the fees and expenses of such counsel shall be at the Indemnitee's own cost and expense. (C) The Parties agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such claim, action, suit, or proceeding. Subject to the Indemnitor furnishing the Indemnitee with an Indemnification Acknowledgment in accordance with SECTION 9(D)(I)(B), the Indemnitee shall cooperate with the Indemnitor and provide such assistance, at the sole cost and expense of the Indemnitor, as the Indemnitor may reasonably request in connection with the defense of any such claim, action, suit, or proceeding, including, but not limited to, providing the Indemnitor with access to and use of all relevant corporate records and making available its officers and employees for depositions, pre-trial discovery, and as witnesses at trial if required. In requesting any such cooperation, the Indemnitor shall have due regard for, and attempt not to be disruptive of, the business and day-to-day operations of the Indemnitee and shall follow the requests of the Indemnitee regarding any documents or instruments which the Indemnitee believes should be given confidential treatment. (ii) The Indemnitor shall not make or enter into any settlement of any claim, action, suit, or proceeding which Indemnitor has undertaken to defend, without the Indemnitee's prior written consent (which consent shall not be unreasonably withheld or delayed), unless there is no obligation, directly or indirectly, on the part of the Indemnitee to contribute to any portion of the payment for any of the Losses, the Indemnitee receives a general and unconditional release with respect to the claim (in form, substance and scope reasonably acceptable to the Indemnitee), there is no finding or admission of any violation of law by, or material adverse effect on, any other material claim that may be made against, the Indemnitee. (e) PROCEDURE FOR CLAIMS BETWEEN THE PARTIES. Upon obtaining knowledge of a Loss that shall entitle an injured party to indemnification hereunder which does not arise from a 35 third party claim, the injured party shall deliver a Notice of Claim to the indemnifying party. The Notice of Claim shall state in reasonable detail the nature and estimated amount of any such Loss giving rise to the right of indemnification hereunder. The Indemnitor shall have 30 days after receipt of a Notice of Claim to respond to such Notice of Claim stating whether or not it disputes its liability or the amount thereof, and the basis for any objection. If the indemnifying party fails to respond to such Notice of Claim within such 30 day period, the indemnifying party shall be deemed to have acknowledged its responsibility for such Loss, and in such event, or if the indemnifying party does not dispute its liability, then the indemnifying party shall pay and discharge any such Loss which is not contested within 45 days after receipt of such Notice of Claim. If the Indemnitor disputes its liability, then the Indemnitee reserves all its right to seek recovery from the Indemnitor pursuant to this Agreement, and Indemnitee reserves all of its defenses. (f) EXCLUSIVE REMEDY. The Buyer, Parent, and the Seller acknowledge and agree that the foregoing indemnification provisions in this SECTION 9 shall be the exclusive remedy of the Buyer, Parent, and the Seller with respect to the transactions contemplated by this Agreement, other than for fraud. (g) LIMITS ON INDEMNIFICATION. (i) Parent's and the Seller's obligation to indemnify for Buyer Losses under SECTION 9(B)(I) of this Agreement (A) shall accrue only if the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000) (the "SELLER BASKET") and then Parent shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap"). (ii) The Buyer's obligation to indemnify for Parent Losses under SECTION 9(C)(I) above shall accrue only if the aggregate of all such Parent Losses exceeds One Million Dollars ($1,000,000) (the "BUYER BASKET") and then the Buyer shall be liable for all such Parent Losses only to the extent that such Parent Losses exceed such amount. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this SECTION 9, such Indemnitee shall be entitled to indemnification hereunder only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that such Party would normally file claims under its insurance policies in the ordinary course of business. 36 (iv) In no event shall Parent Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to a third party). 10. TAX INDEMNIFICATION AND ALLOCATION. (a) THE SELLER'S TAX INDEMNITY; INDEMNIFICATION FOR TAX OBLIGATIONS. To the extent not reserved against in the Company's books and records at the Closing Date, Parent and the Seller jointly and severally, shall indemnify and hold harmless the Company and each of its respective officers, directors, employees, agents and successors and assigns, from and against all Taxes related to the Business or the Company including, without limitation, all assessments and adjustments from audits by Tax authorities (i) with respect to all periods ending on or prior to the Closing Date, (ii) with respect to any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, as defined below, a "PRE-CLOSING PARTIAL PERIOD"), and (iii) of Parent, the Seller and any other entity which is or has been affiliated with Parent or the Seller or any of their Subsidiaries, as a result of Regulation section 1.1502-6(a) or otherwise due to the affiliated relationship. Parent and the Seller shall be entitled to any net refunds of Taxes (including interest thereon less any Taxes payable by the Company or any Subsidiary thereof and less the costs of collection) with respect to the periods described in clauses (i) and (ii) above, as limited below. Parent and the Seller's indemnity obligations to pay Taxes under this Section 10(a) (whether arising before, on or after the Closing and whether paid with Tax Returns when due or as the result of audits or assessments) shall be after the application (only if required to be applied to the Tax being indemnified) of all applicable credits, loss deductions, allowances or exemptions related to the Company which credits, loss deductions, allowances or exemptions arose in the period ending on or prior to the Closing Date or in the Pre-Closing Partial Period and are available to reduce the Tax deficiency for which Parent or the Seller have an indemnification obligation(s). In addition to the foregoing, Parent and the Seller shall, jointly and severally, indemnify and hold harmless the Company from and against any and all attorneys' fees and expenses incurred by any of them with respect to the matters, as incurred, covered by such indemnity and/or the enforcement thereof. (b) BUYER'S INDEMNITY. The Buyer shall, and shall cause the Company to, jointly and severally, indemnify and hold harmless Parent and the Seller and each of its officers, directors, employees and agents and successors and assigns, from and against all (i) Taxes of the Company or related to the Business with respect to periods beginning after the Closing Date; and (ii) Taxes that are related to the operations of the Company with respect to any period beginning before the Closing Date and ending after the Closing Date but only with respect to Tax Liability accrued after the Pre-Closing Partial Period. (c) TRANSFER TAX LIABILITY. All sales, use or transfer taxes (excluding any income, capital gains or similar tax) arising as a result of the transactions described herein shall be paid by the Buyer or the Company. (d) TAX ALLOCATION BETWEEN PARTIAL PERIODS. For purposes of this Agreement, any Tax attributable to a period beginning before the Closing Date and ending after the Closing Date, 37 shall be apportioned between the Pre-Closing Partial Period and the period following the Closing Date (a "POST-CLOSING PARTIAL PERIOD"), based on the actual activities, property owned, taxable income or taxable loss of the Company during such Pre-Closing Partial Period and such Post-Closing Partial Period. (e) FILING OF TAX RETURNS. To the extent permitted by law, Parent and the Seller shall include the Company, reflecting its activities up to and including the Closing Date, in the consolidated federal and consolidated, combined or unitary state income Tax Returns required to be filed by Parent, the Seller and their Affiliates for periods prior to and including the Closing Date (the "FINAL PRE-CLOSING INCOME TAX RETURNS"). The Buyer shall, and shall cause the Company to, prepare all Tax Returns, other than with respect to income Taxes, required to be filed by the Company after the Closing Date, provided that the Buyer and Company shall not incur liability to the Seller or Parent for any inadvertent failure to prepare any state and local Tax Returns which, in the aggregate, are immaterial. The Buyer and the Company shall prepare and file such Tax Returns (other than those with respect to income Taxes) on a basis consistent with past practices and shall not make or change any election applicable to the Company without Parent's written consent. (f) POST-CLOSING AUDITS AND OTHER PROCEDURES. (i) Parent and the Seller, on the one hand, and the Buyer and the Company, on the other hand, agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any Pre-Closing Partial Period. (ii) Parent and the Seller shall have the right to (i) control the conduct of any audit, proceeding or controversy that involves Tax liability for which Parent or the Seller must indemnify the Company under SECTION 10(A) reported on a Tax Return prepared by Parent, the Seller or the Company and (ii) Parent or the Seller may settle any such audit, proceedings or controversy described in clause (i). (iii) The Buyer and the Company shall have the right to control, negotiate, settle and/or dispute any audits, proceedings or controversy not described in SECTION 10(F)(II). 38 (g) COOPERATION. (i) Parent and the Seller, on the one hand, and the Buyer and the Company, on the other hand, hereby agree to make available to the other party for inspection and copying all books of accounts, records, and supporting records and data as may be necessary for the other to file or lodge any Tax Return or other reports required by any government body or to support any Tax Return or report or audit related to the operations of the Company before, or arising out of, the Closing and the transactions occurring pursuant to the Agreement. The obligation to retain records and make them available shall continue until the expiration of the statutory period of limitation for the assessment of Taxes shall have closed in respect of periods for which the records shall have been retained but in no event sooner than seven (7) years from the Closing Date. (ii) Buyer and the Company hereby acknowledge that Parent and the Seller will be required to file certain Tax Returns and reports concerning the Company with the United States Internal Revenue Service and with the various states. Such Tax Returns and reports may include full year information for any partial year that the Seller owned issued membership interests or stock of the Company. Such information shall include, but is not limited to, Closing Date financial statements and the so-called "T" schedules customarily required by Parent's Tax Department for the year of the Closing both as of the Closing Date and, if requested by Parent's Tax Department in writing, full year "T" schedules. (iii) Parent and the Seller, on the one hand, and Buyer and the Company (as the case may be), except as expressly provided otherwise herein, on the other hand, shall each be responsible for their own costs and expenses incurred or arising as a result of the performance of their respective obligations under this SECTION 10. (iv) Notwithstanding anything to the contrary herein, in accordance with the "Alternative Procedure" set forth in Section 5 of the Internal Revenue Procedure 96-60, 1996-2 CB 399, the Buyer and the Company agree that Parent and the Seller shall be relieved of their duty to furnish Internal Revenue Service Forms W-2 to those employees of the Company, who become or remain employees of the Company after the Closing Date, and that the Company or its successors shall complete such Forms W-2 for the entire calendar year of 2002. All salaries, wages or other sums paid to such employees by the Seller, or its successors and all relating withholdings of taxes and other items reported on the Forms W-2 shall, for purposes of reporting on the Forms W-2, be deemed to have been paid by the Company or its successors. (h) NO DUPLICATIVE RECOVERY. To the extent that Parent and the Seller have an obligation to indemnify the Buyer under this SECTION 10, the amount paid related to Taxes as required by the indemnification obligations set forth in this Section shall not be treated as Buyer Losses for which Parent and the Seller have an indemnification obligation under SECTION 9(B) hereof. 39 11. TERMINATION. (a) TERMINATION OF AGREEMENT. The Parties may terminate this Agreement as provided below: (i) the Buyer, Parent, and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing; (ii) the Buyer may terminate this Agreement by giving written notice to Parent and the Seller at any time prior to the Closing (A) in the event Parent or the Seller has breached any representation, warranty, or covenant contained in this Agreement that is qualified by materiality or any other representation, warranty, or covenant contained in this Agreement in any material respect, the Buyer has notified Parent and the Seller of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach, (B) in the event the Buyer exercises its rights under the provisions of Section 6 (e) above, (C) if the Closing shall not have occurred on or before July 31, 2003, by reason of the failure of any condition precedent under SECTION 8(A) above (unless the failure results from the Buyer's breaching any representation, warranty, or covenant contained in this Agreement) or (D) if the Indebtedness under the Credit Facility is accelerated prior to the Closing and such acceleration is not rescinded prior to the later of the Closing and July 31, 2003; or (iii) Parent or the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event the Buyer has breached any representation, warranty, or covenant contained in this Agreement that is qualified by materiality or any other representation, warranty, or covenant contained in this Agreement in any material respect, Parent or the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before July 31, 2003, by reason of the failure of any condition precedent under SECTION 8(B) above (unless the failure results from Parent's or the Seller's breaching any representation, warranty, or covenant contained in this Agreement) or by reason of the failure of the Buyer to obtain all financing necessary for it to consummate the transactions contemplated by this Agreement. (b) EFFECT OF TERMINATION. If any Party terminates this Agreement pursuant to SECTION 11(A) above, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party then in breach, including a breach caused by the failure of the Buyer to obtain all financing necessary for it to consummate the transactions contemplated by this Agreement); provided that the confidentiality provisions contained in SECTION 6(D) above shall survive termination. 12. MISCELLANEOUS. (a) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of each of the other Parties; PROVIDED that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the 40 disclosing Party will use reasonable efforts to advise the other Parties prior to making the disclosure, but such other Parties' written approval will not be necessary). (b) NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. (c) ENTIRE AGREEMENT. This Agreement (including the Exhibits, Schedules, and Annexes referred to herein and the Ancillary Agreements) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof. (d) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; PROVIDED that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any lender providing financing for the transactions contemplated hereby as security (including any refinancings thereof), and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder. (e) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. (f) HEADINGS. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. (g) NOTICES. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (i) hand delivered, (ii) sent by a nationally recognized overnight courier for next business day deliver, or (iii) sent by confirmed facsimile transmission as follows: If to Parent or the Seller: Chiquita Brands, Inc. 250 East Fifth Street, 29th Floor Cincinnati, Ohio 45202 Attention: Robert W. Olson, Esq., Senior Vice President & General Counsel Telephone: (513) 784-8804 Facsimile: (513) 564-2925 With a copy to: 41 Taft, Stettinius & Hollister LLP 425 Walnut Street, Suite 1800 Cincinnati, Ohio 45202 Attention: Timothy E. Hoberg, Esq. Telephone: (513) 381-2838 Facsimile: (513) 381-0205 If to the Buyer: Seneca Foods Corporation 3736 South Main Street Marion, NY 14505 Attention: Kraig H. Kayser, President Telephone: (315) 926-8120 Facsimile: (315) 926-8300 With a copy to: Jaeckle Fleischmann & Mugel, LLP 800 Fleet Bank Building Buffalo, NY 14202 Attention: William I. Schapiro, Esq. Telephone: (716) 843-3896 Facsimile: (716) 856-0432 The date of giving of any such notice shall be as follows: if by hand delivery, on the date of delivery; if by courier service, on the next business day after delivery to the overnight courier service; or if by facsimile, on the date of confirmed facsimile transmission or, if such day is not a business day, on the next business day thereafter. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. (h) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EACH PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT, OR PROCEEDING FOR THE 42 INTERPRETATION AND ENFORCEMENT HEREOF, OR ANY SUCH DOCUMENT OR IN RESPECT OF ANY SUCH TRANSACTION, THAT SUCH ACTION, SUIT, OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH PARTY HEREBY CONSENTS TO AND GRANTS ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTY AND OVER THE SUBJECT MATTER OF ANY SUCH DISPUTE AND AGREES THAT PROVIDING PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 12(G) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. (ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION, OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(H). (i) AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer, Parent, and the Seller. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. (j) SEVERABILITY. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. (k) EXPENSES. Each of the Buyer, Parent, and the Seller will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. In addition, any professional costs or expenses incurred by the Company (including legal fees and expenses but excluding costs relating to the 43 employment of regular employees of the Company) in connection with this Agreement and the transactions contemplated hereby shall be paid by the Parent or Seller. (l) CONSTRUCTION. 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 shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder unless the context requires otherwise. The word "including" shall mean including without limitation. (m) INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits, Schedules, and Annexes identified in this Agreement are incorporated herein by reference and made a part hereof. [SIGNATURE PAGE FOLLOWS] 44 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. SENECA FOODS CORPORATION By: /S/KRAIG H. KAYSER --------------------------- Name: KRAIG H. KAYSER --------------------------- Title: CEO AND PRESIDENT --------------------------- CHIQUITA BRANDS INTERNATIONAL, INC. By: /S/ CYRUS F. FREIDHEIM, JR. --------------------------- Name: CYRUS F. FREIDHEIM, JR. --------------------------- Title: CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER --------------------------- FRIDAY HOLDINGS, L.L.C. By: /S/ ROBERT W. OLSON --------------------------- Name: ROBERT W. OLSON --------------------------- Title: VICE PRESIDENT --------------------------- 45 EX-10.2 4 l99521aexv10w2.txt EXHIBIT 10.2 EXHIBIT 10.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SENECA FOODS CORPORATION ------------------------- Under Section 805 of the Business Corporation Law ------------------------- We, the undersigned, being the President and Secretary of SENECA FOODS CORPORATION, do hereby certify as follows: FIRST: The name of the Corporation is SENECA FOODS CORPORATION. The name under which the Corporation was formed is SENECA GRAPE JUICE CORPORATION. SECOND: The certificate of incorporation of the Corporation was filed by the Department of State on August 17, 1949. THIRD: The certificate of incorporation of the Corporation is hereby amended to authorize a fourth series of Class A Preferred Stock to be designated Convertible Preferred Stock, Series 2003. To accomplish this, the following new Article 4(d)(G) hereby is added to the certificate of incorporation: "(G) FOURTH SERIES OF CLASS A PREFERRED STOCK. The fourth series of 967,742 shares of Class A Preferred Stock shall be designated Convertible Preferred Stock Series 2003 (hereinafter "Series 2003 Preferred Stock"), and shall have the following rights, preferences and limitations: (i) STATED VALUE. The stated value for each share of Series 2003 Preferred Stock shall be $15.50 (the "Stated Value"). (ii) DIVIDENDS AND DISTRIBUTIONS. At any time after the Issue Date, the holders of each share of Series 2003 Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but out of funds legally available therefor, a dividend or distribution in cash, evidences of indebtedness of the Corporation or another issuer, options, warrants or rights to acquire securities or other property (including, without limitation, rights issued pursuant to a shareholder rights plan, "poison pill" or similar plan or arrangement and options or rights granted to each holder of Class A Common Stock), securities of the Corporation or another issuer (excluding securities for which adjustment is made under paragraph (vi)(d)(1) or paragraph (vi)(d)(2)) or other property or assets, including, without limitation, any such distribution made in connection with a consolidation or merger in which the Corporation is the resulting or surviving corporation), at a rate per share (and in the type of property) equal to the amount of any dividend or distribution (and in the same type of property) as that declared or made on any shares (including, without limitation, Class A Common Stock) into which one share of Series 2003 Preferred Stock may be converted pursuant to paragraph (vi) below on the record date for such dividend or distribution. Any such dividend or distribution shall be paid to the holders of shares of Series 2003 Preferred Stock at the same time such dividend or distribution is made to the holders of the shares of Class A Common Stock. No dividend or distribution shall be declared or made on any shares of Class A Common Stock unless any dividend or distribution required to be declared or made under the first sentence of this paragraph is previously or simultaneously declared or made. Dividends and distributions shall be cumulative from and after the date of issuance of such shares of Series 2003 Preferred Stock, but any arrearage in payment shall not pay interest. (iii) VOTING RIGHTS. (a) Except as otherwise required by law or as set forth in paragraph (b), the holders of shares of Series 2003 Preferred Stock shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the shareholders of the Corporation. (b) Unless the consent or approval of a greater number of shares shall then be required by law, the affirmative vote of the holders of at least 66-2/3 % of the outstanding shares of Series 2003 Preferred Stock, voting separately as a single class, in person or by proxy, at a special or annual meeting of shareholders called for the purpose, shall be necessary to (i) authorize the issuance after the Issue Date of any class of capital stock that will rank as to payment of dividends or rights on liquidation, dissolution or winding up of the Corporation senior to the Series 2003 Preferred Stock, (ii) authorize, adopt or approve an amendment to the certificate of incorporation that would increase or decrease the par value or stated value of the shares of Series 2003 Preferred Stock, or (iii) amend, alter or repeal the certificate of incorporation so as to affect the shares of Series 2003 Preferred Stock adversely or (iv) effect the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that no separate vote of the holders of Series 2003 Preferred Stock shall be required to effect any of the transactions described in clause (iv) above unless such transaction would either require a class vote pursuant to clause (i), (ii) or (iii) above or would require a vote by any shareholders of the Corporation. (iv) REDEMPTION. The shares of Series 2003 Preferred Stock shall not be redeemed or subject to redemption, whether at the option of the Corporation or any holder thereof, or otherwise. (v) ACQUIRED SHARES. Any shares of Series 2003 Preferred Stock converted, exchanged, redeemed, purchased or otherwise acquired by the Corporation or any of its subsidiaries in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares of Series 2003 Preferred Stock shall upon their cancellation become authorized but unissued shares of Class A Preferred Stock and, upon the filing of an appropriate certificate with the Department of State of the State of New York, may be reissued as part of another series of Class A Preferred Stock subject to the conditions or restrictions on -2- issuance set forth herein, but in any event may not be reissued as shares of Series 2003 Preferred Stock unless all of the shares of Series 2003 Preferred Stock issued on the Issue Date shall have already been converted or exchanged. (vi) CONVERSION. (a) Any holder of Series 2003 Preferred Stock shall have the right, as its option, at any time (but subject to the provisions of paragraph (vi)(b)) to convert, subject to the terms and provisions of this paragraph (vi), any or all of such holder's shares of Series 2003 Preferred Stock into such number of fully paid and nonassessable shares of Class A Common Stock as is equal to the product of the number of shares of Series 2003 Preferred Stock being so converted multiplied by the quotient of (i) the Stated Value divided by (ii) the conversion price of $15.50 per share, subject to adjustment as provided in paragraph (vi)(d) (the "Conversion Price"), then in effect. Upon initial issuance of the Series 2003 Preferred Stock, without the effect of any adjustment required under paragraph (vi)(d), the foregoing procedure will result in the issuance of one share of class A Common Stock on conversion of each share of Series 2003 Preferred Stock. Such conversion right shall be exercised by the surrender of the shares of Series 2003 Preferred Stock to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it, accompanied by written notice that the holder elects to convert such shares and specifying the name or names (with addresses) in which a certificate or certificates for shares of Class A Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to paragraph (vi)(k). All shares of Series 2003 Preferred Stock surrendered for conversion shall be delivered to the Corporation for cancellation and canceled by it and no shares shall be issued in lieu thereof except as permitted by paragraph (v) above. (b) As promptly as practicable after the surrender, as herein provided, of any shares of Series 2003 Preferred Stock for conversion pursuant to paragraph (vi)(a), the Corporation shall deliver to or upon the written order of the holder of the shares so surrendered a certificate or certificates representing the number of fully paid non-assessable shares of Class A Common Stock into which such shares may be or have been converted in accordance with the provisions of this paragraph (vi). Subject to the following provisions of this paragraph and of paragraph (vi)(d), such conversion shall be deemed to have been made immediately prior to the close of business on the date that such shares shall have been surrendered in satisfactory form for conversion, and the Person or Persons entitled to receive the Class A Common Stock deliverable upon conversion of such shares shall be treated for all purposes as having become the record holder or holders of such Class A Common Stock at such time. (c) To the extent permitted by law, when shares of Series 2003 Preferred Stock are converted, all unpaid dividends (whether or not currently payable) on the Series 2003 Preferred Stock so converted to the date of conversion shall be immediately due and payable and must accompany the shares of the Class A Common Stock issued upon such conversion. -3- (d) The Conversion Price shall be subject to adjustment as follows: (1) In case the Corporation shall at any time or from time to time (A) pay a dividend or make a distribution on the outstanding shares of Class A Common Stock in Class A Common Stock, (B) sub-divide the outstanding shares of Class A Common Stock into a larger number of shares, (C) combine the outstanding shares of Class A Common Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Class A Common Stock, then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series 2003 Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Class A Common Stock or other capital stock of the Corporation that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series 2003 Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this paragraph (vi)(d)(1) shall become effective retroactively (A) in the case of any such dividend or distribution, to the opening of business on the day immediately following the close of business on the record date for the determination of holders of Class A Common Stock entitled to receive such dividend or distribution or (B) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. (2) In case the Corporation shall at any time or from time to time issue or sell shares of Class A Common Stock or Class B Common Stock (or securities convertible into or exchangeable for shares of Class A Common Stock or Class B Common Stock), or any options, warrants or other rights to acquire shares of Class A Common Stock or Class B Common Stock (other than (x) options granted to any employee or director of the Corporation pursuant to a stock option plan approved by the shareholders of the Corporation, (y) options, warrants or rights granted to each holder of Class A Common Stock or (z) rights issued pursuant to a shareholder right plans, "poison pill" or similar arrangement that complies with paragraph (vi)(j)) for a consideration per share less than the Current Market Price at the record date or issuance date, as the case may be (the "Date"), referred to in the following sentence (treating the price per share of any security convertible or exchangeable or exercisable into Class A Common Stock and/or Class B Common Stock as equal to (A) the sum of the price for such security convertible, exchangeable or exercisable into Class A Common Stock and/or Class B Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Class A Common Stock and/or Class B Common Stock divided by (B) the number of shares of Class A Common Stock and/or Class B Common Stock initially underlying such convertible, exchangeable or exercisable security), other than issuances or sales for which an adjustment is made pursuant to another paragraph of this paragraph (vi)(d), then, and in each case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect on the day immediately prior to the Date by a fraction (x) the numerator of which shall be the sum of the numbers of shares of Class A Common Stock and Class B Common Stock outstanding immediately prior to the Date plus the number of additional shares of Class A Common Stock -4- and Class B Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other right initially may be exercised) and (y) the denominator of which shall be the sum of the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately prior to the Date plus the number of shares of Class A Common Stock and Class B Common Stock that the aggregate consideration (if any of such aggregate consideration is other than cash, as valued by the Board of Directors including a majority of the directors who are not officers or employees of the Corporation or any of its subsidiaries, which determination shall be conclusive and described in a resolution of the Board of Directors) for the total number of such additional shares of Class A Common Stock and/or Class B Common Stock so issued (or into which such convertible or exchangeable securities may convert or exchange for which such options, warrants or other rights may be exercised plus the aggregate amount of any additional consideration initially payable upon conversion, exchange or exercise of such security) would purchase at the Current Market Price. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (i) in the case of issuance to shareholders of the Corporation, as such, on the record date for the determination of shareholders entitled to receive such shares, securities, options, warrants or other rights and (ii) in all other cases, on the date (the "Issuance Date") of such issuance; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this paragraph (vi)(d)(2) shall only be made upon the issuance of such shares or such convertible or exchangeable securities, options, warrants or other rights, and not upon the issuance of the security into which such convertible or exchangeable security converts or exchanges, or the security underlying such options, warrants or other right. (3) In case the Corporation or any subsidiary thereof shall, at any time or from time to time while any of the Series 2003 Preferred Stock is outstanding, make a Pro Rata Repurchase, the Conversion Price shall be adjusted by dividing the Conversion Price in effect immediately prior to such action by a fraction (which in no event shall be less than one), the numerator of which shall be the product of (i) the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately before such Pro Rata Repurchase minus the number of shares of Class A Common Stock and Class B Common Stock repurchased in such Pro Rata Repurchase and (ii) the Current Modified Market Price as of the day immediately preceding the first public announcement by the Corporation of the intent to effect such Pro Rata Repurchase, and the denominator of which shall be (i) the product of (x) the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Current Modified Market Price as of the day immediately preceding the first public announcement by the Corporation of the intent to effect such Pro Rata Repurchase minus (ii) the aggregate purchase price of the Pro Rata Repurchase. (4) In case the Corporation at any time or from time to time shall take any action affecting its Class A Common Stock, other than an action described in any of paragraph (vi)(d)(1) through paragraph (vi)(d)(3), inclusive, or paragraph (vi)(g), then, the Conversion Price shall be adjusted in such manner and at such time as the Board of Directors of the Corporation in good faith determines to be equitable in the circumstances -5- (such determinations to be evidenced in a resolution, a certified copy of which shall be mailed to the holders of the Series 2003 Preferred Stock). (5) The Corporation may make such reductions in the Conversion Price, in addition to those required by subparagraphs (1) through (4) of this paragraph (vi)(d), as the Board of Directors considers to be advisable in order to avoid or to diminish any income tax to holders of Class A Common Stock or rights to purchase Class A Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (6) Notwithstanding anything herein to the contrary, no adjustment of the Conversion Price shall be required pursuant to this paragraph (vi)(c) by reason of the initial issuance or sale of any of the 967,742 authorized shares of Series 2003 Preferred Stock. (7) Notwithstanding anything herein to the contrary, no adjustment under this paragraph (vi)(c) need to be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1 % of the Conversion Price then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1 % of such Conversion Price. Any adjustment to the Conversion Price carried forward and not theretofore made shall be made immediately prior to the conversion of any shares of Series 2003 Preferred Stock pursuant hereto; provided, however, that any such adjustment shall in any event be made no later than one year after the occurrence of the event giving rise to such adjustment. (e) Upon any increase or decrease in the Conversion Price, then, and in each such case, the Corporation promptly shall deliver to each registered holder of Series 2003 Preferred Stock at least ten Business Days prior to effecting any of the foregoing transactions a certificate, signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Conversion Price then in effect following such adjustment. (f) No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any shares of Series 2003 Preferred Stock. If more than one share of Series 2003 Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares of Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate Stated Value of the shares of Series 2003 Preferred Stock so surrendered. If the conversion of any share or shares of Series 2003 Preferred Stock results in a fraction, an amount equal to such fraction multiplied by the Current Market Price of the Class A Common Stock on the Business Day preceding the day of conversion shall be paid to such holder in cash by the Corporation on the date of issuance of the certificates representing the shares by the Corporation upon such conversion. -6- (g) In case of any capital reorganization or reclassification or other change of outstanding shares of Class A Common Stock, or in case of any consolidation or merger of the Corporation with or into another Person (other than a consolidation or merger in which the Corporation is the resulting or surviving Person and which does not result in any reclassification or change of outstanding Class A Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Corporation (any of the foregoing, a "Transaction"), the Corporation, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Series 2003 Preferred Stock at least ten Business Days prior to effecting any of the foregoing Transactions a certificate that the holder of each share of Series 2003 Preferred Stock then outstanding shall have the right hereafter to convert such share of Series 2003 Preferred Stock into the kind and amount of shares of stock or other securities (of such Corporation or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Class A Common Stock into which such share of Series 2003 Preferred Stock could have been converted immediately prior to such transaction. Such certificate shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this paragraph (vi). If, in the case of any such Transaction, the stock, other securities, cash or property receivable thereupon by a holder of Class A Common Stock includes shares of stock or other securities of a Person other than the successor or purchasing Person and other than the Corporation, which controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues, stock securities, other property or cash to holders of Class A Common Stock, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically acknowledge the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to the holders of the Series 2003 Preferred Stock upon conversion of the shares of Series 2003 Preferred Stock as provided above. The provisions of this paragraph (vi) and any equivalent thereof in any such certificate similarly shall apply to successive Transactions. (h) In case at any time or from time to time: (1) the Corporation shall authorize the granting to the holders of its Class A Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants; (2) there shall be any reclassification of the Class A Common Stock (other than a subdivision or combination of the outstanding Class A Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or any consolidation or merger to which the Corporation is a party and for which approval of any shareholders of the Corporation is required, or any sale or other disposition of all or substantially all of the assets of the Corporation; or (3) the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall mail to each holder of shares of Series 2003 Preferred Stock at such holder's address as it appears on the transfer books of the Corporation, at least 20 days prior to -7- the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such rights or warrants or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to such rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up is expected to become effective. Such notice also shall specify the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their Class A Common Stock for shares of stock or other securities or property or cash deliverable upon such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up. (i) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the Series 2003 Preferred Stock, such number of its authorized but unissued shares of Class A Common Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series 2003 Preferred Stock. (j) The Corporation shall not adopt a shareholder rights plan, "poison pill" or similar arrangement unless such plan or arrangement shall provide that each holder of a share of Series 2003 Preferred Stock shall be entitled to receive thereunder rights for each share of Class A Common Stock that may be issued upon conversion of such share of Series 2003 Preferred Stock in an amount equal to the amount of rights issued with respect to each outstanding share of Class A Common Stock pursuant to such plan. (k) The issuance or delivery of certificates for Class A Common Stock upon the conversion of shares of Series 2003 Preferred Stock shall be made without charge to the converting holder of shares of Series 2003 Preferred Stock for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the shares of Series 2003 Preferred Stock converted; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the shares of Series 2003 Preferred Stock converted, and the Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Corporation that such tax has been paid. (l) To the extent that pursuant to the terms of this paragraph (vi), the Series 2003 Preferred Stock is convertible into any securities or property other than Class A Common Stock, then for purposes of this Article 4(d)(G), references to Class A Common Stock shall be deemed appropriately amended to refer to such other securities or property. (vii) DEFINITIONS. As used in this Article 4(d)(G), the following terms shall have the meanings indicated: (a) An "Affiliate" of, or a person "affiliated" with a specified -8- Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, 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. (b) "Business Day" shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close. (c) "Current Market Price" per share shall mean, on any date specified herein for the determination thereof, (A) the average daily Market Price of the Class A Common Stock for those days during the period commencing not more than 30 days before, and ending not later than such date, on which the national securities exchanges were open for trading or the Class A Common Stock was quoted in the over-the-counter market, and (B) if the Class A Common Stock is not then listed or admitted to trading on any national securities exchange or quoted in the over-the-counter market, the Market Price on such date. (d) "Current Modified Market Price" per share shall mean, on any date specified herein for the determination thereof, (A) the average daily Modified Market Price of the Class A Common Stock for those days during the period commencing not more than 30 days before, and ending not later than such date, on which the national securities exchanges were open for trading or the Class A Common Stock was quoted in the over-the-counter market, and (B) if the Class A Common Stock is not then listed or admitted to trading on any national securities exchange or quoted in the over-the-counter market, the Modified Market Price on such date. (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. (f) "Fair Market Value" shall mean the amount which a willing buyer would pay a willing seller in an arm's length transaction. (g) "Issue Date" shall mean the first date on which shares of Series 2003 Preferred Stock are issued. (h) "Market Price" shall mean, per share of Class A Common Stock, on any date specified herein: (a) the closing price per share of the Class A Common Stock on such date published in The Wall Street Journal or, if no such closing price on such date is published in The Wall Street Journal, the closing bid price on such date, as officially reported on the principal national. securities exchange on which the Class A Common Stock is then listed or admitted to trading; or (b) if the Class A Common Stock is not then listed or admitted to trading on any national securities exchange but is designated as a national market system security by the NASD, the last trading price of the Class A Common Stock on such date; or (c) if there shall -9- have been no trading on such date or if the Class A Common Stock is not so designated, the reported closing bid price of the Class A Common Stock, on such date as shown by the Nasdaq National Market or other over-the-counter market and reported by any member firm of the New York Stock Exchange selected by the Corporation; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined at the Corporation's expense by a nationally recognized appraiser chosen by the holders of a majority of the shares of Series 2003 Preferred Stock and approved by the Corporation, which approval shall not be unreasonably withheld. If no such appraiser is chosen more than 20 Business Days after notice of the necessity of such calculation shall have been delivered by the Corporation to the holders of Series 2003 Preferred Stock, then the appraiser shall be chosen by the Corporation. (i) "Modified Market Price" shall mean, per share of Class A Common Stock, on any date specified herein: (a) the closing price per share of the Class A Common Stock on such date published in THE WALL STREET JOURNAL or, if no such closing price on such date is published in THE WALL STREET JOURNAL, the closing asked price on such date, as officially reported on the principal national securities exchange on which the Class A Common Stock is then listed or admitted to trading; or (b) if the Class A Common Stock is not then listed or admitted to trading on any national securities exchange but is designated as a national market system security by the NASD, the last trading price of the Class A Common Stock on such date; or (c) if there shall have been no trading on such date or if the Class A Common Stock is not so designated, the reported closing asked price of the Class A Common Stock on such date as shown by the Nasdaq National Market or other over-the-counter market and reported by any member firm of the New York Stock Exchange selected by the Corporation; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined at the Corporation's expense by a nationally recognized appraiser chosen by the holders of a majority of the shares of Series 2003 Preferred Stock and approved by the Corporation, which approval shall not be unreasonably withheld. If no such appraiser is chosen more than 20 Business Days after notice of the necessity of such calculation shall have been delivered by the Corporation to the holders of Series 2003 Preferred Stock, then the appraiser shall be chosen by the Corporation. (j) "NASD" shall mean the National Association of Securities Dealers, Inc. (k) "Person" shall mean any individual, firm, corporation, partnership, limited liability company or partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or any agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. (l) "Pro Rata Repurchase" shall mean any purchase of shares of Class A Common Stock or Class B Common Stock by the Corporation or by any of its subsidiaries whether for cash, shares of capital stock of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including, without limitation, shares of capital stock, other securities or evidences of indebtedness of a subsidiary of the Corporation), or any combination thereof, effected while any of the shares of Series 2003 Preferred Stock are outstanding, which purchase is subject to Section -10- 13(e) of the Exchange Act or is made pursuant to an offer made available to all holders of Class A Common Stock or Class B Common Stock. FOURTH: Article 7 of the certificate of incorporation is amended to change the office of the Corporation. To accomplish this, Article 7 of the certificate of incorporation is hereby amended to read in its entirety as follows: 7. The office of the Corporation shall be located in the Town of Marion, County of Wayne, New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation that may be served upon the Secretary of State is 3736 South Main Street, Marion, New York 14505. IN WITNESS WHEREOF, the undersigned have caused this Certificate of Amendment to be executed this _______ day of _______________, 2003 and affirm that the statements made herein are true under penalty of perjury. SENECA FOODS CORPORATION By:________________________________ Name: Kraig H. Kayser Title: President By:________________________________ Name: Jeffrey L. Van Riper Title: Secretary -11- EX-10.3 5 l99521aexv10w3.txt EXHIBIT 10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT between Seneca Foods Corporation and Friday Holdings, L.L.C. Dated as of _____________, 2003 TABLE OF CONTENTS

Page 1. Background...................................................................1 2. Registration Under Securities Act, etc.......................................1 2.1 Registration on Request.............................................1 2.2 Incidental Registration.............................................3 2.3 Registration Procedures.............................................5 2.4 Underwritten Offerings..............................................8 2.5 Preparation; Reasonable Investigation...............................9 2.6 Limitations, Conditions and Qualifications to Obligations under Registration Covenants........................................9 2.7 Indemnification.....................................................9 3. Definitions.................................................................12 4. Rule 144....................................................................15 5. Amendments and Waivers......................................................15 6. Nominees for Beneficial Owners..............................................15 7. Notices.....................................................................16 8. Assignment..................................................................16 9. Calculation of Percentage Interests in Registrable Securities...............16 10. No Inconsistent Agreements..................................................16 11. Remedies....................................................................17 12. Severability................................................................17 13. Entire Agreement............................................................17 14. Headings....................................................................17 15. Governing Law...............................................................17 16. Counterparts................................................................17 17. Termination.................................................................17

REGISTRATION RIGHTS AGREEMENT, dated as of _______________, 2003 between Seneca Foods Corporation, a New York corporation (the "Company"), and Friday Holdings, L.L.C., a Delaware limited liability company ("Friday"). The parties hereby agree as follows: 1. BACKGROUND. The Company and Friday are among the parties to the Purchase Agreement dated as of March 6, 2003 (the "Purchase Agreement"), pursuant to which Friday is receiving on the date hereof 967,742 shares of Convertible Preferred Stock Series 2003 of the Company (the "Shares"). 2. REGISTRATION UNDER SECURITIES ACT, ETC. 2.1 Registration on Request. (a) REQUEST. At any time after January 1, 2004, upon the written request of one or more holders (the "Initiating Holders") of Registrable Securities holding at least 25% of the Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) that the Company effect the registration under the Securities Act of all or part of such Initiating Holders* Registrable Securities, the Company promptly will give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, at the earliest possible date, the registration under the Securities Act, of (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered. (b) REGISTRATION OF OTHER SECURITIES. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% of all Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) to be covered by such registration shall have consented in writing to the inclusion of such other securities. (c) REGISTRATION STATEMENT FORM. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission as shall be reasonably selected by the Company; provided that, upon the request of the Selling Holders, the Company shall effect such registration pursuant to Rule 415 under the Securities Act. (d) EFFECTIVE REGISTRATION STATEMENT. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (unless the failure to so dispose of such Registrable Securities shall be caused solely by reason of a failure on the part of the Selling Holders); provided, that such period, except with respect to a registration pursuant to Rule 415 under the Act, need not exceed 135 days, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable solely to the Selling Holders, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than solely by reason of a failure on the part of the Selling Holders. (e) SELECTION OF UNDERWRITERS. The underwriter or underwriters of each underwritten offering of the Registrable Securities so to be registered shall be selected by the Selling Holders of more than 50% of the Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) to be included in such registration and shall be reasonably acceptable to the Company. (f) PRIORITY IN REQUESTED REGISTRATION. If the managing underwriter of any underwritten offering shall advise the Company (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type which the Company is so advised can be sold in such offering, first, Registrable Securities requested to be included in such registration, pro rata (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration, second, all securities proposed to be sold by the Company for its own account, and third, any Third Party Securities requested to be included in such registration. Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in any registration cannot be included, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 50% of the Registrable Securities (assuming the conversion of the Shares into Class Common Stock) with respect to which registration has been requested, shall have the right to withdraw the request for registration of all such Registrable Securities by giving written notice to the Company within 20 days after receipt of the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, 2 such request for all Registrable Securities shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. (g) LIMITATIONS ON REGISTRATION REQUESTS. Notwithstanding anything in this Section 2.1 to the contrary, in no event will the Company be required to (i) effect more than two (2) registrations under this Section 2.1, (ii) effect a registration pursuant to this Section 2.1 within the six-month period occurring immediately subsequent to the effectiveness (within the meaning of Section 2.1(d)) of a registration statement filed pursuant to this Section 2.1, unless a majority of the Disinterested Directors determines that effecting a second registration within the six-month period would not have a material adverse effect on the market price of the Common Stock, (iii) effect a registration with respect to any class of Registrable Securities pursuant to Section 2.1 covering less than forty percent (40%) of the Registrable Securities (assuming the conversion of the Shares into Class A Common Stock), or (iv) all Registrable Securities can be sold without restriction (including any restriction on volume or as to manner of sale) pursuant to Rule 144 under the Securities Act. (h) EXPENSES. The Selling Holders will pay all Registration Expenses in connection with any registrations requested pursuant to this Section 2.1, allocated pro rata (based on the number and type of Registrable Securities of each of the Selling Holders included in the registration under this Section 2.1) and all other fees and expenses, if any, incident to the Company*s performance of or compliance with Section 2.1 incurred by the Company (other than compensation of its employees and other overhead costs); provided, however, that if a registration is withdrawn under Section 2.6, then the Company will pay all expenses related to such registration incident to its performance of or compliance with Section 2.1 (including all Registration Expenses); and provided further, that if a registration under Section 2.1 includes any securities other than the Registrable Securities, the Company will pay all expenses related to such registration incident to its performance of or compliance with this Section 2.1 (including all Registration Expenses other than Fee Expenses) and the Selling Holders will pay all Fee Expenses allocated pro rata (based on the number and type of Registrable Securities of each of the Selling Holders included in the registration under this Section 2.1). 2.2 Incidental Registration. (a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. If the Company at any time proposes to register any of its Common Stock or any other class of Registrable Securities or other securities convertible into or exchangeable for shares of its Common Stock or any other class of Registrable Securities under the Securities Act by registration on any form other than Forms S-4 or S-8 (or any successor forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders* rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to he disposed of by such Requesting Holder), the Company shall use 3 its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; provided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided, further, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1. (b) PRIORITY IN INCIDENTAL REGISTRATIONS. If the managing underwriter of any underwritten offering shall inform the Company by letter of its opinion that the number or type of Registrable Securities and Third Party Securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, second, such Registrable Securities requested to be included in such registration pursuant to this Agreement, pro rata (based on the number of Registrable Securities requested to be included therein by each Selling Holder) among such Selling Holders and third, any Third Party Securities. (c) EXPENSES. The Company will pay all fees and expenses incident to its performance of or compliance with this Section 2.2 (other than Fee Expenses) and the Requesting Holders will pay all Fee Expenses, allocated pro rata (based on the number and type of Registrable Securities of each of the Requesting Holders included in the registration under this Section 2.2); provided, however, that if any Registrable Securities are withdrawn from a registration pursuant to Section 2.2(a) or (b), then the Company shall pay all Fee Expenses related to such Registrable Securities. (d) PILLSBURY AND MARKS REGISTRATION. Notwithstanding anything contained herein to the contrary, (i) Friday shall have no rights to participate in 4 any registration of the Company*s securities occurring at the request of The Pillsbury Company or its successor in interest, General Mills Operations, Inc. ("Pillsbury") pursuant to the terms of the Purchase and Registration Rights Agreement, dated as of March 15, 1996, as amended, between the Company and Pillsbury or at the request of any of the parties to the Registration Rights Agreement dated as of June 22, 1998 among the Company, Carl Marks Strategic Investments, L.P. and several of its affiliates pursuant to the terms of such Agreement (collectively "Marks), and (ii) Friday's rights under this Section 2.1 shall in all respects be subordinate to the rights of Pillsbury and Marks under the agreements referred to in the previous clause except as Marks, the Company and the Holders may otherwise agree. 2.3 REGISTRATION PROCEDURES. If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 and 2.2, the Company will, as expeditiously as possible: (i) prepare and (as promptly as practicable, but in any event within 60 days after the request for registration is given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(b), Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective in accordance with Section 2.1(d)(i) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed 135 days, and, for any registration statement filed pursuant to such Rule 415, such period shall not exceed two years.; (iii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; 5 (iv) use commercially reasonable efforts (x) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (z) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the reasonable opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller*s underwriters, if any, a signed counterpart of: (x) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (y) a "comfort" letter signed by the independent public accountants who have certified the Company*s financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants* comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer*s counsel and in accountants* comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants* comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (vii) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any 6 event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Seller of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (viii) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and, if requested by any underwriter for the Holders, make available to its security holders, as soon as reasonably practicable (but not more than 18 months after the effective date of such registration statement), an earnings statement covering the period of at least 12 months beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (ix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; (x) use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement either (a) to be listed on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed or (b) to be approved for quotation on the NASDAQ National Market or any other over the counter market on Registrable Securities of the same class covered by any such registration statement are then quoted, and, if no such Registrable Securities are so listed or quoted, either (x) on any national securities exchange on which the Common Stock is then listed or (y) approved for quotation on the NASDAQ National Market or any other over the counter market on which the Common Stock is then quoted. (xi) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company (i) such information regarding such seller and the distribution of such securities as the Company 7 may from time to time reasonably request in writing and (ii) if requested by the Company, an executed custody agreement and power of attorney in form and substance reasonably satisfactory to the Company with respect to the Registrable Securities to be registered pursuant to this Agreement. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (vii) of this Section 2.3, such holder will forthwith discontinue such holder*s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder*s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (vii) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company*s expense) all copies, other than permanent file copies, then in such holder*s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. If a registration statement filed pursuant to Section 2.1(c) hereof is subject to Rule 415 under the Securities Act, the Company shall use its best efforts to keep the registration statement continuously effective until the earlier to occur of (i) the time at which the Holders no longer own, beneficially or otherwise, any Registrable Securities or (ii) the second anniversary of the effective date of the registration statement (the "Registration Period"). The Company shall amend the registration statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for the registration statement or by the Securities Act or any rules or regulations promulgated thereunder. 2.4 Underwritten Offerings. (a) REQUESTED UNDERWRITTEN OFFERINGS. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be in customary form and reasonably satisfactory in substance and form to each such holder, the underwriters and the Company. The holders of the Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such holder, such holder*s Registrable Securities and such holder*s intended method of distribution or any other representations required by applicable law. (b) INCIDENTAL UNDERWRITTEN OFFERINGS. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the 8 Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). Any such Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Requesting Holder, such Requesting Holder*s Registrable Securities and such Requesting Holders s intended method of distribution or any other representations required by applicable law. 2.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders* and such underwriters* respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 2.6 LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS UNDER REGISTRATION COVENANTS. The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Company determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 50% of the Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) with respect to which registration has been requested, shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. 2.7 INDEMNIFICATION. (a) INDEMNIFICATION BY THE COMPANY. The Company will, and hereby does, indemnify and hold harmless, in the case of any registration statement filed pursuant to Section 2.1 or 2.2, each seller of any Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the 9 offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such seller or underwriter and each such director, officer, partner, agent, affiliate and controlling Person for any reasonable legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if such untrue statement or omission is completely corrected in an amendment or supplement to such prospectus or prospectus supplement, the seller of the Registrable Securities has an obligation under the Securities Act to deliver a prospectus or prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person and shall survive the transfer of such securities by such seller or underwriter. (b) INDEMNIFICATION BY THE SELLERS. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an 10 undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company*s expense and to control its own defense of such action or proceeding if, in the opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any settlement of any action or proceeding effected 11 without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 2.7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without the indemnifying party*s written consent if (i) such settlement is entered into more than thirty (30) days after receipt by the indemnifying party of the aforesaid request, and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party. (d) CONTRIBUTION. If the indemnification provided for in this Section 2.7 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.7(a) or (b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Section 2.7(a) or (b), the indemnified party and the indemnifying party under Section 2.7(a) or (b) shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as is appropriate to reflect the relative fault of the Company and the sellers or prospective sellers of Registrable Securities covered by the registration statement which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company and such sellers or prospective sellers from the offering of the securities covered by such registration statement, provided, that for purposes of this Section 2.7(d), the amounts required to be contributed by the sellers or prospective sellers of Registrable Securities shall not exceed the amount of proceeds received by such sellers or prospective sellers. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such sellers or prospective sellers* obligations to contribute as provided in this Section 2.7(d) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement and not joint. (e) INDEMNIFICATION PAYMENTS. The indemnification and contribution required by this Section 2.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 12 3. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Class A Common Stock" means the Company's Class A common stock, par value $0.25 per share. "Common Stock" shall mean and include: (i) the Class A common stock, par value $.25 per share, of the Company, (ii) the Class B common stock, par value $.25 per share, of the Company, and (iii) each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted. "Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the board of directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "Fee Expenses" means, with respect to any Registrable Securities included in a registration, all registration and filing fees with the Commission, all filing fees of the New York Stock Exchange, Inc., other national securities exchanges or the National Association of Securities Dealers, Inc., and all filing fees to comply with securities or blue sky laws which relate solely to such Registrable Securities. "Initiating Holder" is defined in Section 2.1. "NASD" means National Association of Securities Dealers, Inc. "Person" means any individual, firm, corporation, partnership, limited liability company or partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind and shall include any successor (by merger or otherwise) of such entity. 13 "Pillsbury" is defined in Section 2.2(d). "Purchase Agreement" is defined in Section 1. "Registrable Securities" means (i) any Shares, (ii) any shares of Common Stock issued upon conversion of the Shares, (iii) any other shares of Common Stock or Voting Securities beneficially owned by Friday or any of its Affiliates (whether owned on the date hereof or hereafter acquired) and (iv) any securities of the Company issued or issuable with respect to any of the securities described in clauses (i), (ii) or (iii) by way of a dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, consolidation, reconstitution or other reorganization or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration of such distribution under the Securities Act or (d) they shall have ceased to be outstanding. All references to percentages of Registrable Securities shall be calculated pursuant to Section 9. "Registration Expenses" means with respect to any registration under Section 2, all Fee Expenses with respect to Registrable Securities included in such registration, all reasonable printing, messenger and delivery expenses incurred in such registration, the reasonable fees and disbursements of counsel for the Company and of its independent public accountants incurred in such registration, including the reasonable expenses of "comfort" letters required by or incident to such performance and compliance, any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding any underwriting discounts or commissions with respect to the Registrable Securities) and the reasonable fees and expenses of one counsel to the Selling Holders incurred in such registration (selected by Selling Holders representing at least 50% of the Registrable Securities covered by such registration) "Requesting Holder" is defined in Section 2.2. "Securities Act" means the Securities Act of 1933, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. References to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "Selling Holder" is defined in Section 2.1. 14 "Shares" is defined in Section 1. "Third Party Securities" means any securities included in a registration statement requested under Section 2.1 or 2.2, other than (i) Registrable Securities, and (ii) securities to be sold by the Company for its own account. "Voting Securities" means any securities of the Company entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities. 4. RULE 144. The Company shall take all actions reasonably necessary to enable holders of Registrable Securities to sell such securities without registration under the Securities Act within the limitation of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 5. AMENDMENTS AND WAIVERS. This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the holder or holders of at least 66-2/3% of the Registrable Securities affected by such amendment, action or omission to act. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5, whether or not such Registrable Securities shall have been marked to indicate such consent. If the Securities Act is amended or new regulations are adopted thereunder, to permit company registration such that the Company would not be able to grant the holders of Registrable Securities the right to register and resell their Registrable Securities in the manner contemplated under this Agreement on the date of its execution, then the parties hereto agree to negotiate in good faith to amend this Agreement to grant such holders of Registrable Securities substantially equivalent rights to those that were provided on the date of this Agreement. 6. NOMINEES FOR BENEFICIAL OWNERS. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner*s beneficial ownership of such Registrable Securities. 15 7. NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first--class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to Friday, addressed to it in the manner set forth in the Purchase Agreement, or at such other address as it shall have furnished to the Company in writing in the manner set forth herein; (b) if to any other holder of Registrable Securities, at the address that such holder shall have furnished to the Company in writing in the manner set forth herein, or, until any such other holder so furnishes to the Company an address, then to and at the address of the last holder of such Registrable Securities who has furnished an address to the Company; or (c) if to the Company, addressed to it in the manner set forth in the Purchase Agreement, or at such other address as the Company shall have furnished to each holder of Registrable Securities at the time outstanding in the manner set forth herein. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by a courier, if delivered by overnight courier service; three business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied. 8. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and, with respect to the Company, its respective successors and permitted assigns and, with respect to Friday, any subsequent holder of any Registrable Securities, subject to the provisions respecting the minimum amount of Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein. 9. CALCULATION OF PERCENTAGE INTERESTS IN REGISTRABLE SECURITIES. For purposes of this Agreement, all references to a percentage of the Registrable Securities shall be calculated based upon the number of Registrable Securities outstanding at the time such calculation is made. If there is more than one class of Registrable Securities, then each reference to a percentage of the Registrable Securities shall mean a percentage of each class of the Registrable Securities. 10. NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement. Without limiting the generality of the foregoing, the Company will not hereafter enter into any agreement with respect to its securities which grants, or modify any existing agreement with respect to its securities to grant, to the holder of its securities in connection with an incidental registration of such securities equal or higher priority to the rights granted to Friday under Section 2. 16 11. REMEDIES. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement without being required to post bond. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 12. SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of Friday shall be enforceable to the fullest extent permitted by law. 13. ENTIRE AGREEMENT. This Agreement, together with the Purchase Agreement (including the exhibits and schedules thereto), is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement (including the exhibits and schedules thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter. 14. HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 15. GOVERNING LAW. This Agreement has been negotiated, executed and delivered in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 16. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written. SENECA FOODS CORPORATION By: ---------------------------- Name: -------------------------- Title: ------------------------- 17 FRIDAY HOLDINGS, L.L.C. By: ---------------------------- Name: -------------------------- Title: ------------------------- 18 EX-99.1 6 l99521aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 - -------------------------------------------------------------------------------- Chiquita Brands International NEWS RELEASE CONTACTS: News Media: Michael Mitchell, 513-784-8959, mmitchell@chiquita.com Investors: James Riley, 513-784-6307, jriley@chiquita.com, or Monique Wise, 513-784-8935, mwise@chiquita.com CHIQUITA BRANDS INTERNATIONAL TO SELL PROCESSED FOODS SUBSIDIARY Chiquita Sharpens Strategic Focus on Core Business and Reduces Debt CINCINNATI - March 6, 2003 - Chiquita Brands International, Inc. (NYSE: CQB) and Seneca Foods Corp. (NASDAQ: SENEA; SENEB) announced today that they have signed a definitive agreement for Chiquita to sell all of the equity interests in its vegetable canning subsidiary, Chiquita Processed Foods, L.L.C. (CPF), to Seneca for approximately $125 million in cash and stock, plus the assumption of debt. Separately, Seneca announced that it has signed a memorandum of understanding for Lakeside Foods, Inc. to purchase four CPF facilities in the Midwest from Seneca. "The sale of CPF will be a major milestone in the strategic plan announced to investors in September 2002," said Cyrus Freidheim, Chiquita's chairman and chief executive officer. "This transaction will allow us to significantly reduce our debt and to sharpen our focus on delivering the cost savings and operational improvements we have targeted in our core fresh produce business." The purchase price paid to Chiquita will consist of $110 million in cash and approximately 968,000 shares of Seneca preferred stock that will be convertible into an equal number of shares of Seneca series A common stock, which closed on the NASDAQ at $16.47 per share on March 6, 2003. Seneca will also assume CPF's debt, which amounted to $81 million at Dec. 31, 2002. Chiquita will use the cash proceeds primarily to reduce debt. The transaction is subject to certain conditions, including regulatory approval. - more - Chiquita Brands International Sale of Chiquita Processed Foods Page 2 of 2 Chiquita Processed Foods, which operates 12 U.S. processing plants in the upper Midwest and West, had sales and operating income of $404 million and $8 million, respectively, in 2002 and $417 million and $9 million, respectively, in 2001. CPF grew out of a series of five acquisitions the company completed from 1992 to 1999. Chiquita anticipates that it will realize a gain of approximately $10 million on the transaction. Under its memorandum of understanding with Seneca, Lakeside will purchase from Seneca certain of the CPF assets acquired from Chiquita, including plants in New Richmond and Eden, Wis., and Owatonna, Minn. Lakeside will also acquire a CPF distribution center in Poynette, Wis., and CPF's share of a sauerkraut joint venture plant at the same location. "Seneca is pleased with its proposed acquisition, given our strategy of focusing on canned foods processing," said Kraig Kayser, Seneca's president and chief executive officer. "This acquisition will make us more efficient and better able to serve our customers. In addition, we intend to keep open four facilities that CPF had announced it was closing." Douglas Quick, Lakeside's president and chief executive officer, said, "We are pleased with the opportunity that our proposed asset purchase provides us to serve the rapidly changing retail and food service industry. It will be good for current and future Lakeside customers." Chiquita Brands International is a leading international marketer, producer and distributor of high-quality fresh and processed foods. The company's Chiquita Fresh division is one of the largest banana producers in the world and a major supplier of bananas in North America and Europe. Sold primarily under the premium Chiquita(R) brand, the company also distributes and markets a variety of other fresh fruits and vegetables. Additional information is available at WWW.CHIQUITA.COM. -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

================================================================================




                                                                   EXHIBIT 10.1




                               PURCHASE AGREEMENT




                                  BY AND AMONG




                            SENECA FOODS CORPORATION




                                 (THE "BUYER"),




                       CHIQUITA BRANDS INTERNATIONAL, INC.




                                   ("PARENT"),




                                       AND




                             FRIDAY HOLDINGS, L.L.C.




                                 (THE "SELLER")





================================================================================








                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----

                                                                                                            
1.       Definitions..............................................................................................1
         -----------
2.       Purchase and Sale........................................................................................7
         -----------------
                  (a)    Basic Transaction........................................................................7
                         -----------------
                  (b)    Purchase Price...........................................................................7
                         --------------
                  (c)    The Closing..............................................................................7
                         -----------
                  (d)    Deliveries at the Closing................................................................7
                         -------------------------
3.       Representations and Warranties of Parent.................................................................8
         ----------------------------------------
                  (a)    Organization of Parent...................................................................8
                         ----------------------
                  (b)    Authorization of Transaction.............................................................8
                         ----------------------------
                  (c)    Noncontravention.........................................................................8
                         ----------------
                  (d)    Brokers' Fees............................................................................8
                         -------------
4.       Representations and Warranties of the Seller and Parent..................................................8
         -------------------------------------------------------
                  (a)    Organization, Qualification, and Corporate Power.........................................8
                         ------------------------------------------------
                  (b)    Noncontravention.........................................................................9
                         ----------------
                  (c)    Broker's Fees............................................................................9
                         -------------
                  (d)    Title to Membership Interests and Assets.................................................9
                         ----------------------------------------
                  (e)    Subsidiaries.  ..........................................................................9
                         ------------
                  (f)    Financial Statements....................................................................10
                         --------------------
                  (h)    Absence of Change or Event..............................................................10
                         --------------------------
                  (i)    Legal Compliance .......................................................................11
                         ----------------
                  (j)    Tax Matters.............................................................................11
                         ------------
                  (k)    Real Property...........................................................................12
                         -------------
                  (l)    Intellectual Property...................................................................13
                         ---------------------
                  (m)    Contracts...............................................................................13
                         ---------
                  (n)    Litigation..............................................................................14
                         ----------
                  (o)    Employee Matters........................................................................14
                         ----------------
                  (p)    Environmental Matters...................................................................18
                         ---------------------
                  (q)    Certain Relationships with the Company..................................................20
                         --------------------------------------
                  (r)    Suppliers...............................................................................20
                         ---------
                  (s)    Inventories.............................................................................20
                         -----------
                  (t)    Insurance...............................................................................21
                         ---------
                  (u)    Securities Law Matters..................................................................21
                         ----------------------
5.       Representations and Warranties of the Buyer.............................................................21
         -------------------------------------------
                  (a)    Organization of the Buyer...............................................................21
                         -------------------------
                  (b)    Authorization of Transaction............................................................21
                         ----------------------------
                  (c)    Noncontravention........................................................................22
                         ----------------
                  (e)    Capital Stock...........................................................................22
                         -------------
                  (f)    Reports and Financial Statements........................................................23
                         --------------------------------
                  (g)    No Violation of Law.....................................................................23
                         -------------------
                  (h)    Absence of Certain Changes or Events....................................................23
                         ------------------------------------
                  (i)    Investigations; Litigation..............................................................23
                         --------------------------
                  (j)    No Required Vote of Shareholders........................................................24
                         --------------------------------
                  (k)    Material Contracts......................................................................24
                         ------------------



                                                                                                            

                  (l)    Takeover Statute........................................................................24
                         ----------------
                  (m)    Transactions With Affiliates............................................................24
                         ----------------------------
                  (n)    Securities Law Matters..................................................................24
                         ----------------------
6.       Pre-Closing Covenants...................................................................................25
         ---------------------
                  (a)    General.................................................................................25
                         -------
                  (b)    Notices and Consents....................................................................25
                         --------------------
                  (c)    Operation of Business...................................................................25
                         ---------------------
                  (d)    Access..................................................................................27
                         ------
                  (e)    Supplements to Disclosure Schedule......................................................28
                         ----------------------------------
                  (f)    No Solicitation.........................................................................28
                         ---------------
                  (g)    Pre-Closing Transactions................................................................28
                         ------------------------
                  (h)    Tax Matters.............................................................................28
                         -----------
                  (i)    Tax Treatment of Transaction............................................................29
                         ----------------------------
                  (j)    Distribution from Master Pension Benefit Trust..........................................29
                         ----------------------------------------------
                  (k)    Physical Inventory......................................................................29
                         ------------------
                  (l)    Pack Agreement..........................................................................29
                         --------------
7.       Post-Closing Covenants..................................................................................29
         ----------------------
                  (a)    General.................................................................................29
                         -------
                  (b)    Litigation Support; Business Records....................................................30
                         ------------------------------------
                  (c)    Insurance...............................................................................30
                         ---------
                  (d)    Use of "Chiquita" Trademark.............................................................31
                         ---------------------------
8.       Conditions to Obligation to Close.......................................................................31
         ---------------------------------
                  (a)    Conditions to Obligation of the Buyer...................................................31
                         -------------------------------------
                  (b)    Conditions to Obligation of the Parent and Seller.......................................32
                         -------------------------------------------------
9.       Survival of Representations, Warranties and Covenants; Indemnification..................................33
         ----------------------------------------------------------------------
                  (a)    Representations, Warranties and Covenants...............................................33
                         -----------------------------------------
                  (b)    Indemnification by the Seller and Parent................................................33
                         ----------------------------------------
                  (c)    Indemnification by the Buyer............................................................34
                         ----------------------------
                  (d)    Procedure for Claims By Third Parties...................................................34
                         -------------------------------------
                  (e)    Procedure for Claims Between the Parties................................................35
                         ----------------------------------------
                  (f)    Exclusive Remedy........................................................................36
                         ----------------
                  (g)    Limits on Indemnification...............................................................36
                         -------------------------
10.      Tax Indemnification and Allocation......................................................................37
         ----------------------------------
                  (a)    The Seller's Tax Indemnity; Indemnification for Tax Obligations.........................37
                         ---------------------------------------------------------------
                  (b)    Buyer's Indemnity.......................................................................37
                         -----------------
                  (c)    Transfer Tax Liability..................................................................37
                         ----------------------
                  (d)    Tax Allocation Between Partial Periods..................................................37
                         --------------------------------------
                  (e)    Filing of Tax Returns...................................................................38
                         ---------------------
                  (f)    Post-Closing Audits and Other Procedures................................................38
                         ----------------------------------------
                  (g)    Cooperation.............................................................................39
                         -----------
                  (h)    No Duplicative Recovery.................................................................39
                         -----------------------
11.      Termination.............................................................................................40
         -----------
                  (a)    Termination of Agreement................................................................40
                         ------------------------
                  (b)    Effect of Termination...................................................................40
                         ---------------------
12.      Miscellaneous...........................................................................................40
         -------------
                  (a)    Press Releases and Public Announcements.................................................40
                         ---------------------------------------




                                       ii

                                                                                                            
                  (b)    No Third-Party Beneficiaries............................................................41
                         ----------------------------
                  (c)    Entire Agreement........................................................................41
                         ----------------
                  (d)    Succession and Assignment...............................................................41
                         -------------------------
                  (e)    Counterparts............................................................................41
                         ------------
                  (f)    Headings................................................................................41
                         --------
                  (g)    Notices.................................................................................41
                         -------
                  (h)    Governing Law; Venue; Waiver of Jury Trial..............................................42
                         ------------------------------------------
                  (i)    Amendments and Waivers..................................................................43
                         ----------------------
                  (j)    Severability............................................................................43
                         ------------
                  (k)    Expenses................................................................................43
                         --------
                  (l)    Construction............................................................................44
                         ------------
                  (m)    Incorporation of Exhibits and Schedules.................................................44
                         ---------------------------------------





                                      iii

                               PURCHASE AGREEMENT

         This Purchase Agreement (this "AGREEMENT") is entered into as of March
6, 2003 by and among SENECA FOODS CORPORATION, a New York corporation (the
"BUYER"), CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation
("PARENT"), and FRIDAY HOLDINGS, L.L.C., a Delaware limited liability company
(the "SELLER"). The Buyer, the Seller, and Parent are each referred to herein
individually as a "PARTY" and, collectively, as the "PARTIES."

         WHEREAS, the Seller owns one hundred percent (100%) of the outstanding
"limited liability company interests", as defined in the Delaware Limited
Liability Company Act (the "MEMBERSHIP INTERESTS"), in CHIQUITA PROCESSED FOODS,
L.L.C., a Delaware limited liability company (the "COMPANY");

         WHEREAS, the Company is engaged in the vegetable processing and canning
business (the "BUSINESS");

         WHEREAS, Parent indirectly controls one hundred percent (100%) of the
membership interests in the Seller;

         WHEREAS, the Seller desires to sell and transfer the Membership
Interests to the Buyer, and the Buyer desires to purchase the same from the
Seller, subject to the terms and conditions set forth in this Agreement;

         WHEREAS, simultaneously with the execution hereof, Parent, Seller and
certain principal shareholders of Buyer are entering into the Voting Agreement.

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.

1.       Definitions.

         "AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "AGREEMENT" has the meaning set forth in the introduction to this
Agreement.

         "ANCILLARY AGREEMENTS" means the Assignment and Assumption Agreements,
the Pack Agreement and the Registration Rights Agreement.

         "ASSETS" means all of the Company's assets.

         "ASSIGNMENT AND ASSUMPTION AGREEMENTS" means Assignment and Assumption
Agreements in the form of EXHIBITS A-1 and A-2 attached hereto.

         "BUSINESS" has the meaning set forth in the introduction to this
Agreement.





         "BUYER" has the meaning set forth in the introduction to this
Agreement.

         "BUYER BASKET" has the meaning set forth in SECTION 9(G)(I) below.

         "BUYER INDEMNITEES" has the meaning set forth in SECTION 9(B) below.

         "BUYER LOSSES" has the meaning set forth in SECTION 9(B) below.

         "BUYER SEC REPORTS" has the meaning set forth in SECTION 5(G) below.

         "CAP" has the meaning set forth in SECTION 9(G)(I) below.

         "CAPITAL LEASES" means the Contracts set forth on SCHEDULE I hereto.

         "CERTIFICATE OF AMENDMENT" means a Certificate of Amendment to the
Certificate of Incorporation of the Buyer establishing the terms of the
Preferred Stock in the form of Exhibit B hereto.

         "CLASS A COMMON STOCK" has the meaning set forth in SECTION 5(F) below.

         "CLASS B COMMON STOCK" has the meaning set forth in SECTION 5(F) below.

         "CLEANUP" has the meaning set forth in SECTION 4(P)(IX) below.

         "CLOSING" has the meaning set forth in SECTION 2(G) below.

         "CLOSING DATE" has the meaning set forth in SECTION 2(G) below.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMPANY" has the meaning set forth in the introduction to this
Agreement.

         "COMPETING TRANSACTION" means any acquisition or purchase of all or a
significant portion of the assets of the Company or any material equity interest
in the Company or any similar transaction with respect to the Company involving
any Person other than the Buyer or its Affiliates.

         "CONFIDENTIAL CONTRACT" has the meaning set forth in SECTION 4(M)(III)
below.

         "CONFIDENTIAL INFORMATION" means any information concerning the
businesses and affairs of the Company that is not already generally available to
the public.

         "CONFIDENTIALITY AGREEMENT" has the meaning set forth in SECTION 6(D)
below.

         "CONTEMPLATED ACTIONS" has the meaning set forth in SECTION 6(C) below.

         "CONTRACT" means any contract, lease (including equipment leases),
license, joint venture agreement, co-pack agreement, grower contract, product
supply agreement, customer agreement,



                                       2


or other agreement or binding commitment, whether or not in writing, to which
the Company is a party and which relates to the Business.

          "CREDIT FACILITY" means that certain Loan and Security Agreement dated
as of September 22, 1999 by and among the Company, as borrower, the lenders
party thereto, and Wachovia Bank, National Association, as agent thereunder, as
amended.

         "DISCLOSED CONTRACTS" has the meaning set forth in SECTION 4(M)(III)
below.

         "DISCLOSURE SCHEDULE" means the disclosure schedule delivered by the
Seller and/or Parent to the Buyer on the date hereof and attached as ANNEX I
hereto.

         "EMPLOYEE BENEFIT PLAN" has the meaning set forth in SECTION 4(O)(I)
below.

         "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in ERISA
Section 3(2).

         "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in ERISA
Section 3(1).

         "ENCUMBRANCES" means all pledges, liens, charges, encumbrances,
easements, encroachments, defects, security interests, mortgages, claims,
options, and restrictions of every kind.

         "ENVIRONMENTAL LAWS" has the meaning set forth in SECTION 4(P)(IX)
below.

         "ENVIRONMENTAL LIABILITIES AND COSTS" has the meaning set forth in
SECTION 4(P)(IX) below.

         "EQUIPMENT AND FURNISHINGS" has the meaning set forth in SECTION
2(A)(I) below.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA AFFILIATE" means each entity that is treated as a single
employer with the Company for purposes of Code Section 414, other than a current
or former Subsidiary of the Company.

         "ERISA AFFILIATE HEALTH PLAN" means a group health plan (within the
meaning of section 607 of ERISA) to which an ERISA Affiliate is a party or with
respect to which an ERISA Affiliate has an obligation, or that is maintained by,
contributed to, or sponsored by an ERISA Affiliate for the benefit of any
current or former employee, or in connection with which the Company may have any
obligation by reason of its current or former relationship with an ERISA
Affiliate.

         "ERISA AFFILIATE PENSION PLAN" means an Employee Pension Benefit Plan
subject to section 302 or Title IV of ERISA or section 412 of the Code to which
an ERISA Affiliate is a party or with respect to which an ERISA Affiliate has an
obligation, or that is maintained by, contributed to, or sponsored by an ERISA
Affiliate for the benefit of any current or former employee, or in connection
with which the Company may have any obligation by reason of its current or
former relationship with an ERISA Affiliate.

                                       3


         "FINANCIAL STATEMENTS" has the meaning set forth in SECTION 4(F) below.

         "GAAP" means United States generally accepted accounting principles as
in effect from time to time and consistently applied.

         "HART-SCOTT-RODINO ACT" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

         "HAZARDOUS SUBSTANCES, OILS, OR POLLUTANTS OR CONTAMINANTS" has the
meaning set forth in SECTION 4(P)(IX) below.

         "INDEBTEDNESS" means all indebtedness for borrowed money, whether
primary or contingent, including, without limitation, in the case of the
Company, any and all amounts outstanding under the Credit Facility or the
Industrial Revenue Bonds.

         "INDEMNIFICATION ACKNOWLEDGMENT" has the meaning set forth in SECTION
9(D)(I)(B) below.

         "INDEMNITEE" has the meaning set forth in SECTION 9(D)(I) below.

         "INDEMNITOR" has the meaning set forth in SECTION 9(D)(I) below.

         "INDUSTRIAL REVENUE BONDS" means those bonds described on SCHEDULE II
attached hereto.

         "INTELLECTUAL PROPERTY" has the meaning set forth in SECTION 4(L)(I)
below.

         "KNOWLEDGE OF THE COMPANY" means actual knowledge of: (i) the President
and Chief Executive Officer, Senior Vice President-Supply Chain Management,
Corporate Controller, Vice President-Human Resources, Vice
President-Manufacturing, or Vice President-Legal Counsel of the Company, and
(ii) to the extent relating to a particular facility or property of the Company,
the Environmental Engineer, Midwest South Region Manager and Central Region
Manager of the Company.

         "LEASED REAL PROPERTY" means all leasehold or subleasehold estates and
other rights to use or occupy land, buildings, structures, improvements,
fixtures, or other interest in real property which are used in the Company's
business.

         "LEASES" means all leases, subleases, licenses, concessions, and other
agreements (written or oral), including all amendments, extensions, renewals,
and other agreements with respect thereto, pursuant to which the Company holds,
uses or occupies any real or personal property.

         "LOSSES" means losses, deficiencies, liabilities, damages, assessments,
judgments, costs, and expenses, including attorneys' and expert's fees.

         "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect on the
business, operations or financial condition of the Company or (b) a material
adverse effect on the ability of Parent and/or the Seller to consummate the
transactions contemplated hereby.




                                       4


         "MEMBERSHIP INTERESTS" has the meaning set forth in the introduction to
this Agreement.

         "MOST RECENT FINANCIAL STATEMENTS" has the meaning set forth in SECTION
4(F) below.

         "MULTIEMPLOYER PLAN" has the meaning set forth in ERISA Section 3(37).

         "NEW PREFERRED STOCK" means Convertible Preferred Stock Series 2003 of
the Buyer.

         "NOTICE OF CLAIM" has the meaning set forth in SECTION 9(D)(I)(A)
below.

         "NYBCL" means the New York Business Corporation Law.

         "OWNED REAL PROPERTY" means all land, together with all buildings,
structures, improvements, and fixtures located thereon, and all easements and
other rights and interests appurtenant thereto, that are owned by the Company on
the date hereof and are used in the Business.

         "PACK AGREEMENT" means the Product Agreement between the Buyer and the
Company providing for the Buyer to pack up to 1,000,000 basic cases of fancy
corn and up to 350,000 basic cases of fancy beets for the Company at the Buyer's
cost and on such other terms as the parties may agree.

         "PARENT" has the meaning set forth in the introduction to this
Agreement.

         "PARENT INDEMNITEES" has the meaning set forth in SECTION 9(C) below.

         "PARENT LOSSES" has the meaning set forth in SECTION 9(C) below.

         "PARTY" and "PARTIES" have the meanings set forth in the introduction
to this Agreement.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERMITS" has the meaning set forth in SECTION 2(A)(V) below.

         "PERMITTED ENCUMBRANCES" means: (a) real estate taxes, assessments and
other governmental levies, fees or charges imposed with respect to Owned Real
Property which are not due and payable as of the Closing Date or which are being
contested in good faith by appropriate proceedings which suspend the collection
thereof; (b) mechanics liens and similar liens for labor, materials, or supplies
provided with respect to Owned Real Property incurred in the ordinary course of
business for amounts which are not delinquent or which are being contested in
good faith by appropriate proceedings; (c) zoning, building codes, and other
land use laws regulating the use or occupancy of Owned Real Property or the
activities conducted thereon imposed by any governmental authority having
jurisdiction over Owned Real Property, all of which do not or would not
materially impair the use or occupancy of Owned Real Property in the operation
of the Business; (d) easements, covenants, conditions, restrictions, and other
similar matters of record affecting title to Owned Real Property and other title
defects, all of which do not or would not materially impair the use or occupancy
of Owned Real Property in the operation of the Business; (e) any Encumbrance
that is satisfied, discharged, terminated, or released by the relevant secured




                                       5


party on or prior to the Closing Date; (f) boundary line disputes,
encroachments, and any other matters which would be disclosed by an accurate
survey and inspection of Owned Real Property which could not reasonably be
expected to materially impair the use or occupancy of the Owned Real Property in
the operation of the Business; (g) Encumbrances arising under the Credit
Facility or the Industrial Revenue Bonds; and (h) the Capital Leases.

         "PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a governmental entity (or any
department, agency, or political subdivision thereof).

         "PROPERTIES" has the meaning set forth in SECTION 4(P)(I) below.

         "PURCHASE PRICE" has the meaning set forth in SECTION 2(D) below.

         "REAL PROPERTY LEASES" means any Leases pursuant to which the Company
holds, uses or occupies any Leased Real Property.

         "REGISTRATION RIGHTS AGREEMENT" means a Registration Rights Agreement
in the form of EXHIBIT C attached hereto.

         "REGULATIONS" means any regulations of the United States Department of
Treasury promulgated under the Code.

         "SEC" means the United States Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         "SELLER" has the meaning set forth in the introduction to this
Agreement.

         "SELLER BASKET" has the meaning set forth in SECTION 9(G)(I) below.

         "SHARES" has the meaning set forth in SECTION 2(B) below.

         "SHAREHOLDERS AGREEMENT" has the meaning set forth in Section 5(e)
below.

         "SUBORDINATION AGREEMENTS" means Subordination Agreements between the
Seller and certain shareholders of the Buyer in the form of EXHIBIT F attached
hereto.

         "SUBSIDIARY" means any entity with respect to which a specified Person
(or a Subsidiary thereof) owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors or their equivalents.

         "TAX" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code Section
59A), customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum,



                                       6


estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not, and any obligation to
indemnify, assume, or succeed to the liability of any other Person in respect of
the foregoing.

         "TAX RETURN" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

         "UNION CONTRACTS" has the meaning set forth in SECTION 4(O)(II)(1)
below.

         "UNRESOLVED" means, in connection with any matter, that the matter has
been actively pursued by any third party since January 1, 2000 and has not been
resolved without any further liability to the Company.

         "WARN" means the "Worker Adjustment and Retraining Notification Act,"
29 U.S.C. Section 2102 et seq., as amended and any state statute or regulation
of similar import.

2.       PURCHASE AND SALE.

               (a) BASIC TRANSACTION. On and subject to the terms and conditions
of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer, free and clear of any Encumbrances, all of the
Seller's right, title and interest in and to the Membership Interests.

               (b) PURCHASE PRICE. The purchase price (the "PURCHASE PRICE")
payable to the Seller by the Buyer for the Membership Interests and in
consideration for the agreements contained herein will be One Hundred Ten
Million Dollars ($110,000,000) in cash and Nine Hundred Sixty Seven Thousand
Seven Hundred Forty Two (967,742) shares (the "SHARES") of New Preferred Stock.
The Purchase Price shall be subject to adjustment as follows: The cash portion
of the Purchase Price shall be reduced dollar-for-dollar by the amount of any
downward adjustment of inventory balance pursuant to SECTION 6(K) below.

               (c) THE CLOSING. Subject to the terms hereof, the closing of the
transactions contemplated by this Agreement (the "CLOSING") shall take place at
the offices of Taft, Stettinius & Hollister LLP in Cincinnati, Ohio, commencing
at 10:00 a.m. local time on May 1, 2003, but in no event earlier than the date
that is three (3) business days after the satisfaction or waiver of the
conditions set forth in SECTION 8 or such other date and place as the Buyer and
the Seller may mutually determine (the "CLOSING DATE").

               (d) DELIVERIES AT THE CLOSING. At the Closing, (i) the Seller and
Parent will deliver to the Buyer the various certificates, instruments, and
documents to be delivered by either or both of them that are referred to in
SECTION 8(A) below, (ii) the Buyer will deliver to the Seller the various
certificates, instruments, and documents to be delivered by it that are referred
to in SECTION 8(B) below, and (iii) the Buyer will deliver to the Seller the
cash portion of the Purchase Price in immediately available funds and
certificates for the Shares registered in the name of the Seller.


                                       7


3.       REPRESENTATIONS AND WARRANTIES OF PARENT.  Parent represents and
warrants to the Buyer that as of the date of this Agreement, except as set
forth in the Disclosure Schedule:

               (a) ORGANIZATION OF PARENT. Parent is duly organized, validly
existing, and in good standing under the laws of the State of New Jersey.

               (b) AUTHORIZATION OF TRANSACTION. Parent has full corporate power
and authority to execute and deliver this Agreement and the Ancillary Agreements
to which it is a party and to perform its obligations hereunder and thereunder.
This Agreement constitutes, and the Ancillary Agreements to which it is a party
when executed will constitute, the valid and legally binding obligations of
Parent, enforceable in accordance with their respective terms and conditions,
except as the enforceability thereof may be limited by any applicable
bankruptcy, reorganization, insolvency, or other laws affecting creditors'
rights generally or by general principles of equity. Except for the notices and
consents described in SECTION 6(B) below, Parent need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
Person (including the shareholders of Parent) or any government or governmental
agency in order to consummate the transactions contemplated by this Agreement
and the Ancillary Agreements.

               (c) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement or the Ancillary Agreements, nor the consummation of the
transactions contemplated hereby or thereby, (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
Parent is subject, or any provision of its charter or bylaws or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Parent is a party or by which it is
bound or to which any of its assets is subject.

               (d) BROKERS' FEES. Except as set forth in SECTION 3(D) of the
Disclosure Schedule, Parent has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.

         4. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PARENT. The Seller
and Parent, jointly and severally, represent and warrant to the Buyer, that as
of the date of this Agreement, except as set forth in the Disclosure Schedule:

               (a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER. Each of the
Seller and the Company is a limited liability company duly organized, validly
existing, and in good standing under the laws of the State of Delaware. Each of
the Seller and the Company is duly authorized to conduct business and is in good
standing under the laws of each state where such qualification is required,
except where the lack of such qualification would not have a Material Adverse
Effect. Each of the Seller and the Company has full limited liability company
power and authority to carry on the businesses in which it is engaged and to own
and use the properties owned and used by it. This Agreement constitutes, and the
Ancillary Agreements to which either of them is a party when executed will
constitute, the valid and legally binding obligations of each of the Seller and
Parent, as the case may be, enforceable against each of them in accordance with
their respective terms and conditions, except as the enforceability thereof may




                                       8


be limited by any applicable bankruptcy, reorganization, insolvency or other
laws affecting creditors' rights generally or by general principles of equity.

               (b) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement or the Ancillary Agreements, nor the consummation of the
transactions contemplated hereby or thereby, (i) violates any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
the Seller or the Company, as the case may be, is subject or any provision of
the certificate of formation or operating agreement of the Seller or the
Company, as the case may be, or (ii) except as set forth in SECTION 4(B) of the
Disclosure Schedule, conflicts with, results in a breach of, constitutes a
default under, results in the acceleration of, creates in any party the right to
accelerate, terminate, modify, or cancel, or requires any notice or consent
under any contract to which the Seller or the Company is a party or by which it
is bound or to which any of its assets is subject (or results in the imposition
of any Encumbrances upon any of its assets other than a Permitted Encumbrance),
except where all such violations, conflicts, breaches, defaults, accelerations,
terminations, modifications, cancellations, or failures to give notice or obtain
consents, could not reasonably be expected, in the aggregate with respect to all
contracts, to have a Material Adverse Effect; provided that in no event shall
the failure of Parent, the Seller or the Company to have obtained any consent
from any third party under any Contract or Permit constitute a breach of any of
the representations, warranties, covenants, or agreements made by Parent or the
Seller in this Agreement. To the Knowledge of the Company and except for the
notices and consents described in SECTION 4(B) of the Disclosure Schedule or
SECTION 6(B) below, neither the Seller nor the Company is required to give
notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement.

               (c) BROKER'S FEES. Except as set forth in SECTION 4(C) of the
Disclosure Schedule, neither the Seller nor the Company has any liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.

               (d) TITLE TO MEMBERSHIP INTERESTS AND ASSETS.

                    (i) The Seller has good and marketable title to the
Membership Interests, free and clear of all Encumbrances except as set forth in
SECTION 4(D)(I) of the Disclosure Schedule, which Encumbrance will be released
at Closing. The Membership Interests are duly authorized, validly issued, fully
paid and nonassessable and constitute all outstanding ownership interests in the
Company. There are no outstanding subscriptions, warrants, rights or other
arrangements or commitments, rights of first refusal, preemptive rights, calls
or obligations of the Company to issue any ownership interests in the Company.

                    (ii) The Company has good and marketable title to, or a
valid leasehold interest in, the Assets, free and clear of all Encumbrances
except as set forth in SECTION 4(D)(II) of the Disclosure Schedule and subject
to Permitted Encumbrances.

               (e) SUBSIDIARIES. Except as set forth in SECTION 4(E) of the
Disclosure Schedule, the Company does not have any Subsidiaries and is not a
general partner in any partnership or a co-venturer in any joint venture or
other business enterprise.



                                       9


               (f) FINANCIAL STATEMENTS. Attached hereto as EXHIBIT E are the
following financial statements (collectively the "FINANCIAL STATEMENTS"): (i)
audited balance sheets and statements of income, changes in member's equity, and
cash flow for the Company as of and for the fiscal years ended March 31, 2000,
March 31, 2001 and December 31, 2001 (nine months); and (ii) an unaudited
balance sheet and statement of income for the Company as of, and for the
calendar year ended, December 31, 2002 (the "MOST RECENT FINANCIAL STATEMENTS").
Except as set forth in SECTION 4(F) of the Disclosure Schedule, the Financial
Statements (including any notes thereto) have been prepared in accordance with
the Company's accounting practices applied on a consistent basis in accordance
with GAAP (except as may be indicated therein or in the notes or schedules
thereto) throughout the periods covered thereby and present fairly the financial
condition of the Company as of such dates and the results of operations of the
Company for such periods; PROVIDED that the Most Recent Financial Statements are
subject to normal non-material year-end adjustments, lack footnotes and other
presentation items.

               (g) NO MATERIAL ADVERSE CHANGE. Except as set forth in SECTION
4(G) of the Disclosure Schedule or in connection with the Contemplated Actions,
since the date of the Most Recent Financial Statements, there has been no
material adverse change in the financial condition, results of operations, or
business of the Company, excluding any adverse change resulting from changes in
general economic or industry conditions, changes resulting from losses of
personnel or changes that are temporary in nature or effect.

               (h) ABSENCE OF CHANGE OR EVENT. Except as set forth in SECTION
4(H) of the Disclosure Schedule, and other than as permitted by SECTION
6(C)(IX), since the date of the Most Recent Financial Statements to and
including the date hereof, the Company has conducted its business only in the
ordinary course and has not:

                    (i) incurred any obligation or liability, absolute, accrued,
contingent or otherwise, whether due or to become due, in excess of $1,000,000
in the aggregate, except liabilities or obligations incurred in the ordinary
course of business and consistent with prior practice and borrowings under the
Credit Agreement;

                    (ii) except in the ordinary course of business consistent
with past practice, entered into any new Contract obligating the Company to
purchase or sell goods or services for a period of twelve (12) months or more;

                    (iii) permitted any Encumbrance (other than any Permitted
Encumbrance) to be placed on any Asset;

                    (iv) sold, transferred, licensed, leased to others, or
otherwise disposed of any of the Assets, except for inventory sold to customers
or returned to vendors and surplus or obsolete equipment and furnishings;

                    (v) suffered any damages, destruction or losses (not covered
by insurance) having an aggregate value in excess of $500,000;

                    (vi) made or committed to make any capital expenditures or
capital additions or betterments in excess of an aggregate of $1,000,000;



                                       10


                    (vii) had any employee strike, work stoppage, or lock-out;

                    (viii) established or adopted any new employee benefit plan
or granted any increase in the compensation payable or benefits to any officer,
director, employee (or a class thereof), or agent other than in the ordinary
course of business;

                    (ix) merged, consolidated or combined with any other entity,
or agreed to do so;

                    (x) entered into any agreement, arrangement, transaction, or
understanding with, or made any payment to, Parent or any Affiliate of Parent
except for payments of the nature described in SECTION 4(H)(X) of the Disclosure
Schedule made in the ordinary course of business consistent with prior practice;
or

                    (xi) made any commitment with respect to any of the
foregoing.

               (i) LEGAL COMPLIANCE. To the Knowledge of the Company, the
Company has complied with all applicable laws (including rules, regulations,
codes, plans, injunctions, judgments, orders, decrees, rulings, executive
orders, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof), except where all failures to comply in
the aggregate would not reasonably be expected to have a Material Adverse
Effect. To the Knowledge of the Company, the Company has all Permits necessary
for the Company to operate and conduct the Business, and has so conducted the
Business in full compliance therewith, except where all failures to have or
comply with any such Permits in the aggregate would not reasonably be expected
to have a Material Adverse Effect.

               (j) TAX MATTERS.

                    (i) Each of Parent, the Seller and the Company has timely
filed with the appropriate Taxing authorities all Tax Returns required to be
filed through the Closing Date, except for personal property, sales and use and
other state and local non-income tax returns, the nonfiling of which would not
reasonably be expected to have a Material Adverse Effect. The information filed
was complete and accurate in all material respects. Except as specified in
SECTION 4(J) of the Disclosure Schedule, none of Parent, the Seller or the
Company has requested an extension of time within which to file a Tax Return.
Except as specified in SECTION 4(J) of the Disclosure Schedule, the Company is
not required to file any federal, state or local income Tax Return.

                    (ii) All taxes in respect to periods beginning before the
Closing Date, have been paid or an adequate reserve has been established
therefor, and the Company does not have any liability for Taxes in excess of the
amounts so paid or reserves so established.

                    (iii) Except as set forth in SECTION 4(J) of the Disclosure
Schedule, the Company and each of its Subsidiaries is an eligible entity with a
single owner as defined under Section 301.7701-3 of the Regulations and is
classified as "disregarded as an entity separate from its owner" in accordance
with the default classification provided by Section 301-7701-3(b) of the
Regulations.



                                       11


                    (iv) The Seller is not a "foreign person" as defined in
Section 1445(f)(3) of the Code.

               (k) REAL PROPERTY.

                    (i) SECTION 4(K)(I) of the Disclosure Schedule sets forth an
address of each parcel of Owned Real Property (except for agricultural land).
With respect to each parcel of Owned Real Property, except as set forth in
SECTION 4(K)(I) or SECTION 4(P) of the Disclosure Schedule:

                        (A) the Company has good and marketable fee simple
title, free and clear of all Encumbrances, except Permitted Encumbrances;

                        (B) the Company has not leased or otherwise granted to
any Person the right to use or occupy such Owned Real Property or any portion
thereof;

                        (C) there are no outstanding options, rights of first
offer, or rights of first refusal to purchase such Owned Real Property or any
portion thereof or interest therein; and

                        (D) to the Knowledge of the Company, the Owned Real
Property is not in violation of any applicable zoning or land use ordinance or
Environmental Laws, and the Company has received no written notice that any of
the Owned Real Property is in violation of any applicable zoning or land use
ordinance or Environmental Laws, which violations in the aggregate could
reasonably be expected to have a Material Adverse Effect.

                    (ii) SECTION 4(K)(II) of the Disclosure Schedule sets forth
an address of each parcel of Leased Real Property (except for agricultural
land), and a true and complete list of all Leases for each such parcel of Leased
Real Property. With respect to each parcel of Leased Real Property, except as
set forth in SECTION 4(K)(II) of the Disclosure Schedule:

                        (A) the Company is in peaceful and undisturbed
possession of the space and/or estate comprising each parcel of Leased Real
Property and there are no material defaults by the Company or, to the Knowledge
of the Company, any other party under any Lease, and, to the Knowledge of the
Company, no event has occurred and no condition exists which, with the giving of
notice or the lapse of time or both, would constitute such a default or
termination event or condition, which defaults or events or conditions in the
aggregate could reasonably be expected to have a Material Adverse Effect.

                        (B) to the Knowledge of the Company, all rent and other
sums and charges payable by the Company, as tenant under each Lease relating to
Leased Real Property, are current;

                        (C) to the Knowledge of the Company, the Company has a
good and valid leasehold interest in each Leased Real Property, free and clear
of all Encumbrances other than Permitted Encumbrances; and



                                       12


                        (D) the Company has delivered to the Buyer a true and
complete copy of each Lease relating to the Leased Real Property.

               (l) INTELLECTUAL PROPERTY.

                    (i) SECTION 4(L) of the Disclosure Schedule sets forth a
list of all trademarks, service marks, and licenses of the Company that are
material to the Business (collectively, along with any proprietary know-how or
production practices or methods utilized in the Company's vegetable processing
operations, the "INTELLECTUAL PROPERTY").

                    (ii) SECTION 4(L) of the Disclosure Schedule also sets forth
a list of any written communications from the Company to third parties, or from
third parties to the Company, in either case which were given or received since
January 1, 1998 (or prior to that date if relating to an Unresolved claim of
infringement), alleging any infringement by third parties of any of the
Intellectual Property, or any unresolved infringement by the Company of any
intellectual property rights claimed by third parties, together with all
responses to such communications and a description of the status of each such
alleged infringement, which relate to conditions or matters which in the
aggregate could reasonably be expected to have a Material Adverse Effect.

                    (iii) Except as disclosed in SECTION 4(L) of the Disclosure
Schedule:

                        (A) the Company owns or licenses the Intellectual
Property free and clear of any Encumbrances (other than Permitted Encumbrances);

                        (B) to the Knowledge of the Company, the Company is not
in default under any of its licenses for Intellectual Property, and no other
party is in default under any of its licenses for Intellectual Property, except
in either case for any default which could not reasonably be expected to have a
Material Adverse Effect; and

                        (C) to the Knowledge of the Company, none of the
Intellectual Property is being infringed by any other person or entity or
infringes the rights of any other person or entity.

               (m) CONTRACTS.

                    (i) SECTION 4(M)(I) of the Disclosure Schedule lists any
Contract (excluding customary inventory purchase orders in the ordinary course
of business that do not contain pricing commitments for a specified period of
time) that:

                        (A) other than any Contract for the purchase of goods or
services or the sale of products in the ordinary course of business, involves
aggregate consideration in excess of $200,000 in any one year period;

                        (B) will require the Company to purchase or provide
goods or services for a period of more than one hundred eighty (180) days after
the Closing Date;

                        (C) is for the employment of any employee of the
Company;





                                       13


                        (D) is between the Company and Parent or any of its
Affiliates;

                        (E) evidences any Encumbrance (other than any Permitted
Encumbrance) on any of the Assets, or

                        (F) evidences any Indebtedness.

                    (ii) SECTION 4(M)(II) of the Disclosure Schedule lists all
Leases of the Company that are treated as capital leases on the books and
records of the Company as of the date of the Most Recent Financial Statements.

                    (iii) Other than items subject to confidentiality provisions
which prevent their disclosure to the Buyer (the "CONFIDENTIAL CONTRACTS"), the
Company has made available to the Buyer a correct and complete copy of each of
the items described in SECTIONS 4(M)(I) AND 4(M)(II) above (the "DISCLOSED
CONTRACTS"). To the Knowledge of the Company, neither the Company nor any third
party is in material breach of any Disclosed Contract or any Confidential
Contract.

               (n) LITIGATION. Except as set forth in SECTION 4(N) or SECTION
4(P) of the Disclosure Schedule, (A) the Company has not received written notice
of any Unresolved violation of law, rule, regulation, ordinance, or order of any
court or federal, state, municipal, or other governmental department,
commission, board, bureau, agency, or instrumentality, and (B) to the Knowledge
of the Company, the Company is not subject to any outstanding written
injunction, judgment, arbitration, order, decree, ruling, or charge or a party
to or subject to any pending action, suit, proceeding, or hearing in or before
any court or quasi-judicial or administrative agency of any federal, state,
local, or foreign government, which collectively are reasonably likely to have a
Material Adverse Effect.

               (o) EMPLOYEE MATTERS.

                    (i) EMPLOYEE BENEFIT PLANS.

                    (1) SECTION 4(O)(I)(1) of the Disclosure Schedule lists all
Employee Pension Benefit Plans, all Employee Welfare Benefit Plans, all
specified fringe benefit plans (as defined in section 6039D(d) of the Internal
Revenue Code of 1986, as amended (the "Code")), and all executive compensation,
retirement, supplemental retirement, deferred compensation, incentive, bonus,
severance, compensation associated with change in control, perquisite, health
care, death benefit, medical insurance, disability insurance, life insurance,
vacation pay, sick pay or other material plans, programs, and arrangements to
which the Company or any Subsidiary is a party, or with respect to which the
Company or any Subsidiary has an obligation (other than any ERISA Affiliate
Health Plan or ERISA Affiliate Pension Plan), or that are maintained,
contributed to, or sponsored by the Company or a Subsidiary for the benefit of
any current or former employee, officer, or director of the Company or any
Subsidiary (such plans, programs, and arrangements to be referred to
individually as "EMPLOYEE BENEFIT PLAN" and collectively as "EMPLOYEE BENEFIT
PLANS").

                    (2) The Company has made available or will make available to
the Buyer a complete and accurate copy of each Employee Benefit Plan document
(including, in




                                       14


each case, all amendments) in its possession and a complete and
accurate copy of all material documents in its possession relating to such plan,
including, if applicable: (A) each trust agreement, insurance or annuity
contract, investment management agreement, custodial agreement, and other
agreement relating to the funding of the plan, and all amendments to them; (B)
the most recent summary plan description and any subsequent summary of material
modifications; (C) the three most recently filed annual return reports (Form
5500 series), including all applicable schedules; (D) the most recent
determination or opinion letter issued by the Internal Revenue Service, if the
plan or its related funding arrangement is intended to be qualified under
section 401(a) or exempt from tax under section 501(a) of the Code, the
application submitted for it, any correspondence with the Internal Revenue
Service in connection with the determination or opinion letter or application,
and any pending application for a determination or opinion letter; (E) the three
most recent financial statements; and (F) the three most recent actuarial
valuation reports.

                    (3) With respect to any Employee Benefit Plan that is an
Employee Pension Benefit Plan intended to qualify under section 401(a) of the
Code, each such plan is qualified under section 401(a) of the Code and any trust
through which such plan is funded is exempt from federal income tax under
section 501(a) of the Code; the Internal Revenue Service has issued a favorable
determination as to the qualified status of such plan and trust under the
Internal Revenue Code as amended by the Tax Reform Act of 1986 and subsequent
legislation; and either the Internal Revenue Service has also issued a favorable
determination as to the qualified status of the plan as amended for the
legislation known as GUST or application for such a determination was made
during the GUST remedial amendment period and is pending. Nothing has occurred
that would adversely affect the qualified status of such Employee Pension
Benefit Plan or trust. No filing has been made with the Internal Revenue Service
with respect to any such plan under the Internal Revenue Service Employee Plans
Compliance Resolution System or any predecessor program, nor has any
self-corrective action been taken as to any such plan under the provisions of
such program or any predecessor program permitting self-correction of certain
qualification defects.

                    (4) The Company has not incurred liability for any excise
tax arising under section 4971, 4972, 4976, 4978, 4979, 4979A, 4980, or 4980B of
the Code.

                    (5) To the Knowledge of the Company, each of the following
representations is true, except where the failure to be true, collectively,
would not be reasonably likely to have a Material Adverse Effect:

                    (A) Each Employee Benefit Plan is now and always has been
operated in all material respects in accordance with its terms and the
requirements of all applicable laws, including, without limitation, ERISA, all
provisions of the Code applicable to secure intended tax consequences, and
federal securities law, and all regulations and rulings under such laws. All
persons who participate in the operation of the Employee Benefit Plans and all
Employee Benefit Plan fiduciaries have always acted in all material respects in
accordance with the provisions of all applicable law, including, without
limitation, ERISA, the Code, and federal securities law, and all regulations and
rulings under such laws. The Company has performed all material obligations
required to be performed by it under, is not in any material respect in default
under or in violation of, and there is no material default or violation by any
party to, any Employee




                                       15


Benefit Plan. No legal action, suit, claim, or governmental proceeding or
investigation is pending or threatened with respect to any Employee Benefit
Plan (other than claims for benefits in the ordinary course).

                    (B) The administrator of each Employee Benefit Plan that is
an "employee benefit plan" as defined in section 3(3) of ERISA ("ERISA Plan")
has complied with all applicable reporting and disclosure requirements under
Part 1 of Title I of ERISA. No filing has been made under the U.S. Department of
Labor Delinquent Filer Program or any similar program with respect to any ERISA
Plan.

                    (C) Except as described in SECTION 4(O)(I)(5)(C) of the
Disclosure Schedule, there has been no prohibited transaction (within the
meaning of section 406 of ERISA or section 4975 of the Code) with respect to any
ERISA Plan, other than any transaction subject to a statutory or administrative
exemption. None of the transactions contemplated by this Agreement will be or
will result in such a prohibited transaction. No person has acted or failed to
act in connection with any Employee Benefit Plan in a manner that would subject
the Company to direct or indirect liability, by indemnity or otherwise, for a
breach of any fiduciary duty. No filing has been made under the U.S. Department
of Labor Voluntary Fiduciary Correction Program or any similar program with
respect to any ERISA Plan.

                    (D) Except as described in SECTION 4(O)(I)(5)(D) of the
Disclosure Schedule, no Employee Benefit Plan that is an Employee Pension
Benefit Plan has had an accumulated funding deficiency (within the meaning of
section 302 of ERISA or section 412 of the Code, whether or not waived. No asset
of the Company is the subject of a lien arising under section 302(f) of ERISA or
section 412(n) of the Code. The Company has not been required to post security
under section 307 of ERISA or section 401(a)(29) of the Code, and no fact or
event exists that could give rise to such a lien or requirement to post any such
security.

                    (E) The Company has not incurred liability under Title IV of
ERISA (other than liability for premiums to the Pension Benefit Guaranty
Corporation ("PBGC") arising in the ordinary course), and no fact or event
exists that would give rise to such liability. Except as disclosed in SECTION
4(O)(I)(5) of the Disclosure Schedule, no complete or partial termination has
occurred within the past five years with respect to any Employee Benefit Plan
that is an Employee Pension Benefit Plan. No reportable event (within the
meaning of section 4043 of ERISA) or event described in section 4063(a) of
ERISA, other than those for which a waiver from reporting applies, has occurred
or is expected to occur with respect to any Employee Benefit Plan subject to
Title IV of ERISA. The PBGC has not instituted proceedings to terminate any
Employee Benefit Plan, no event or condition has occurred or exists that may
constitute grounds under section 4042 of ERISA for the termination of or
appointment of a trustee to administer any such plan, nor has any notice of
intent to terminate any such plan been filed with the PBGC. All premiums due the
PBGC with respect to such plans have been paid in full on a timely basis.

                    (F) As to each Employee Benefit Plan subject to Title IV of
ERISA other than a plan that is a Multiemployer Plan: all costs of the plan have
been provided for on the basis of consistent methods in accordance with sound
actuarial assumptions and practices; all employee census data furnished to the
plan's actuary in connection with such valuation and prior



                                       16


valuations has been accurate and complete in all material respects; and no
amendment or change to the plan effective or adopted after the date of the
valuation would increase benefits under the plan.

                    (G) All contributions, insurance premiums, or payments
required to be made with respect to the Employee Benefit Plans have been made by
their due dates.

                    (6) Except as disclosed in SECTION 4(O)(I)(6) of the
Disclosure Schedule, (A) no Employee Benefit Plan, and no other commitment or
agreement, provides for the payment by the Company of separation, severance, or
similar benefits to any person solely as a result of any transaction
contemplated by this Agreement or as a result of a "change in control", within
the meaning of such term under section 280G of the Code, and (B) the
consummation of the transaction contemplated by this Agreement will not
accelerate the time of payment or vesting of, or increase the amount of, any
compensation due to any employee from the Company.

                    (7) Except as disclosed in SECTION 4(O)(I)(7) of the
Disclosure Schedule, the Company has no liability which is reasonably likely to
have a Material Adverse Effect with respect to any employee or former employee
for post-employment benefits other than as required by section 4980B of the Code
and Part 6 of Title I of ERISA or as provided under an Employee Benefit Plan
that is an Employee Pension Benefit Plan.

                    (8) To the Knowledge of the Company, there has been no
representation made to or communication with any employee by the Company or the
Seller or the Parent that is not in accordance with the existing terms and
limitations of the Employee Benefit Plans which is reasonably likely to have a
Material Adverse Effect. The Company has not made any commitment to modify any,
or create any other, Employee Benefit Plan.

                    (9) With respect to each Employee Benefit Plan that is a
Multiemployer Plan: the Company has not withdrawn, partially withdrawn, or
received any notice of any claim or demand for withdrawal liability or partial
withdrawal liability from such plan; the Company has not received any notice
that such plan is in reorganization, that increased contributions may be
required to avoid a reduction in plan benefits or the imposition of any excise
tax, or that such plan is or may become insolvent; the Company has not failed to
make any required contributions on a timely basis; to the Knowledge of the
Company, such plan is not a party to any pending merger or asset or liability
transfer; to the Knowledge of the Company, there are no PBGC proceedings against
or affecting such plan; and the Company has no potential liability by reason of
having been a seller in a sale of assets pursuant to section 4204 of ERISA.
SECTION 4(O)(I)(9) of the Disclosure Schedule includes for each such plan, as of
its last valuation date, the amount of potential withdrawal liability of the
Company calculated by the plan pursuant to ERISA section 4221(e), and identifies
the specific obligor.

                    (ii) EMPLOYMENT MATTERS. Except as set forth in SECTION
4(O)(II) of the Disclosure Schedule, each of the following is true:

                        (1) other than pursuant to the collective bargaining
agreements to which the Company is currently a party, which collective
bargaining agreements are identified at SECTION 4(O)(II) of the Disclosure
Schedule (collectively, the "UNION CONTRACTS"), none of the




                                       17


employees of the Company (in his or her capacity as an employee of the Company)
is represented by any labor union;

                        (2) without limiting the generality of paragraph (1)
above, to the Knowledge of the Company, no certification or decertification is
pending or was filed within the past twelve (12) months respecting the employees
of the Company;

                        (3) to the Knowledge of the Company: no oral or written
notice has been received by the Company or the Seller or Parent of any complaint
made or charge filed against the Company claiming that the Company has violated
any regulation, or local, state or federal laws regarding the rights of any
employee, including, but not limited to, civil rights or equal opportunity, or
of any complaints or proceedings involving the Company or any of the employees
of the Company before any commission, agency or labor relations board, tribunal,
or court; there are no outstanding orders or charges against the Company under
the Occupational Health and Safety Act; and all levies, assessments and
penalties made against the Company pursuant to any applicable workers'
compensation act have been paid by the Company and the Company has not been
reassessed under any such legislation during the past five years, which
complaints, charge, orders, levies, etc. collectively are reasonably likely to
have a Material Adverse Effect; and

                        (4) to the Knowledge of the Company, the Company is in
compliance with all federal, state and local laws and regulations relating to
the employment of labor, including provisions relating to wages, fringe
benefits, hours, working conditions, occupational safety and health, safety of
the premises, workers' compensation, collective bargaining, payment of social
security and unemployment taxes, civil rights and non-discrimination in hiring,
retention, promotion, pay and other conditions of employment, including but not
limited to the Immigration Reform and Control Act of 1986, and the Company is
not liable for arrears on wages or any tax or penalties for failure to comply
with those laws or regulations, except for any such violations, failures to
comply and liabilities which collectively are not reasonably likely to have a
Material Adverse Effect.

                    (iii) WARN. Except for the transactions contemplated by this
Agreement or except as disclosed in SECTION 4(O)(III) of the Disclosure
Schedule, within the period ninety (90) days prior to the Closing Date, the
Company has not temporarily or permanently closed or shut down any single site
of employment or any facility or any operating unit, department or service
within a single site of employment, as such terms are used in WARN. During such
period, except as disclosed in SECTION 4(O)(III) of the Disclosure Schedule, the
Company has not terminated or laid off more than ___ employees at a single site
of employment.

               (p) ENVIRONMENTAL MATTERS.

                    (i) Except as disclosed in SECTION 4(P) of the Disclosure
Schedule, to the Knowledge of the Company there have been no releases of
Hazardous Substances, Oils, or Pollutants or Contaminants at, on, under or from
any of the Owned Real Property or the Leased Real Property (collectively, the
"PROPERTIES"), except (a) releases which (x) have been promptly reported, if
required by applicable Environmental Laws, and (y) if subject to (x), have been
fully remediated to the point of receiving a closure determination or
determination of no further action



                                       18


from any and all governmental agencies having jurisdiction if and to the extent
that such agencies issue such determinations; and (b) incidental spills or leaks
which are de minimis in quantity and which neither individually nor collectively
reasonably would be expected to violate any Environmental Laws or give rise to
any Environmental Liabilities and Costs, which, in either case, would be
reasonably likely, individually or in the aggregate, to have a Material Adverse
Effect.

                    (ii) Except as disclosed in SECTION 4(P) of the Disclosure
Schedule, to the Knowledge of the Company, the Company has not engaged in, or
caused or allowed others to engage in, the treatment or disposal of Hazardous
Substances, Oils or Pollutants or Contaminants at, on or under the Properties.

                    (iii) Except as disclosed in SECTION 4(P) of the Disclosure
Schedule, to the Knowledge of the Company, the Company has not received any
presently Unresolved claim or demand asserted against the Company from any
private party or governmental agency alleging violations of or potential
liability under any Environmental Laws or property damage, personal or bodily
injury or harm under the common law doctrines of nuisance, negligence, trespass
or strict liability that may give rise to Environmental Liabilities and Costs
which are reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect, and, to the Knowledge of the Company, the Company has
received no notice of any potential claims which may be asserted by a
governmental agency or private party pursuant to any Environmental Laws or the
aforementioned doctrines which remains Unresolved and is reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect.

                    (iv) Except as disclosed in SECTION 4(P) of the Disclosure
Schedule, to the Knowledge of the Company, the Company has not received any
Unresolved claim or demand asserting that the Company is or may be liable for
Cleanup or for Environmental Liabilities and Costs resulting from the release or
threatened release of Hazardous Substances, Oils, or Pollutants or Contaminants
from the Properties and, to the Knowledge of the Company, the Company has not
received any notice of any potential claims which may be asserted by any
governmental agency with regulatory jurisdiction over the Properties or any
other person or entity for Cleanup or for Environmental Liabilities and Costs
which remains Unresolved and is reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect.

                    (v) Except as disclosed in SECTION 4(P) of the Disclosure
Schedule, to the Knowledge of the Company, there are no above ground or
underground storage tanks at, upon, or under any of the Properties.

                    (vi) Except as disclosed in SECTION 4(P) of the Disclosure
Schedule, to the Knowledge of the Company, the Company's operations at the
Properties are in full compliance with all applicable Environmental Laws, except
for such matters which collectively would not be reasonably likely to have a
Material Adverse Effect.

                    (vii) To the Knowledge of the Company, none of the
Properties are listed or proposed for listing on the National Priorities List,
CERCLIS, or any other federal, state or local list or inventory of actual or
potentially contaminated sites.



                                       19


                    (viii) To the Knowledge of the Company, except as disclosed
in SECTION 4(P) of the Disclosure Schedule, the Company has made no disposal of
any Hazardous Substance, Oil, or Pollutant or Contaminant at any site currently
listed pursuant to 42 U.S.C. section 9605(a)(8)(B) or pursuant to any similar
state or local law identifying hazardous sites.

                    (ix) The following terms used in this SECTION 4(P) are
defined below:

                        (A) "CLEANUP" means all actions required of the Company
by any governmental agencies or courts with jurisdiction over the Properties to:
(A) investigate, contain, cleanup, remove, treat, or remediate Hazardous
Substances, Oils, or Pollutants or Contaminants released by the Company or
discovered at, on, under or from the Properties into the environment or caused
by or arising from the operations of the Business by the Company; or (B) perform
required post-remedial monitoring and care in connection with any such
substances released at, on, under or from the Properties.

                        (B) "ENVIRONMENTAL LAWS" means all applicable foreign,
federal, state and local laws, regulations, statutes, codes, ordinances, and
rules relating to pollution or protection of the environment.

                        (C) "ENVIRONMENTAL LIABILITIES AND COSTS" means all
legal liabilities, obligations, and responsibilities of the Company to conduct
Cleanup or pay penalties, assessments, fines, or damages including natural
resource damages, under any Environmental Laws.

                        (D) "HAZARDOUS SUBSTANCES, OILS, OR POLLUTANTS OR
CONTAMINANTS" means all chemical substances, oils, pollutants, or contaminants
defined as such in the National Oil and Hazardous Substances Pollution
Contingency Plan, 40 C.F.R. 300.5.

               (q) CERTAIN RELATIONSHIPS WITH THE COMPANY. Except as disclosed
in SECTION 4(Q) of the Disclosure Schedule, none of Parent or any of its
Affiliates (other than the Company) owns any material asset, tangible or
intangible, which is used in the business of the Company.

               (r) SUPPLIERS. Except as disclosed in SECTION 4(R) of the
Disclosure Schedule, no single supplier or group of affiliated suppliers has
supplied the Company with products which would account for more than ten percent
(10%) of its purchases during any of the Company's last three fiscal years.

               (s) INVENTORIES. To the Knowledge of the Company, and subject to
such exceptions which collectively would not be reasonably likely to have a
Material Adverse Effect, (i) the portion of the Company's inventory which
consists of food products complies with all applicable federal laws and
regulations and with all applicable laws and regulations of each of the states
of the United States, including, without limitation, all such laws and
regulations relating to the wholesomeness of food for human consumption and (ii)
the condition of the premises and equipment in or with which such food products
inventory has been processed complies with all such applicable laws concerning
cleanliness and sanitation with respect to premises and equipment processing
food for human consumption.



                                       20


               (t) INSURANCE. The Company is covered by valid and currently
effective insurance policies issued in favor of Parent, or self-insurance
programs, as are listed and described on SCHEDULE 4(T) of the Disclosure
Schedule. SCHEDULE 4(T) of the Disclosure Schedule also lists (i) all current
reserves maintained by the Company with respect to such insurance policies and
self-insured programs as of January 31, 2003 and (ii) any outstanding claim
covered by such insurance policies or self-insured programs involving actual or
alleged losses or liabilities which exceed, in each instance, $250,000 in
incurred value, as determined by Parent's or the Company's third-party claims
administrator.

               (u) SECURITIES LAW MATTERS. The Seller is a knowledgeable and
sophisticated investor capable of evaluating the merits and risks of its
investment in the Shares and has the capacity to protect its own interests. The
Seller acknowledges that investment in the Shares involves risks and represents
that it is able to bear the risks of such investment. The Seller is acquiring
the Shares for its own account and not with a view to, or for resale in
connection with, any distribution thereof. The Seller understands that the
Shares have not been registered under the Securities Act and may be resold only
in compliance with the provisions thereof, and that a legend to such effect
shall be placed on all Shares issued to it pursuant to this Agreement.

         EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 AND THIS SECTION 4, NEITHER
PARENT NOR THE SELLER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS,
LIABILITIES, OR OPERATIONS, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE
HEREBY EXPRESSLY DISCLAIMED.

         5. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents
and warrants to Parent and the Company that as of the date of this Agreement:

               (a) ORGANIZATION OF THE BUYER. The Buyer is duly organized,
validly existing, and in good standing under the laws of the State of New York.

               (b) AUTHORIZATION OF TRANSACTION. The Buyer has full corporate
power and authority to execute and deliver this Agreement and the Ancillary
Agreements to perform its obligations hereunder and to carry on its business as
it is now being conducted and is duly authorized to conduct business and is in
good standing under the laws of each state where such qualification is required,
except where the lack of such qualification would not have a material adverse
effect on the Buyer. The execution and delivery of this Agreement and the
Ancillary Agreements and the consummation of the transactions contemplated
thereby have been duly and validly authorized by the Buyer's Board of Directors
and no other corporate or stockholder proceedings on the part of the Buyer are
necessary to authorize this Agreement and the Ancillary Agreements, the issuance
of the Shares and the consummation of the other transactions contemplated
hereby. This Agreement constitutes, and the Ancillary Agreements when executed
will constitute, the valid and legally binding obligations of the Buyer,
enforceable in accordance with their respective terms and conditions, except as
the enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, or other laws affecting creditors' rights generally
or by general principles of equity. The Buyer need not give any notice to, make
any filing with, or obtain any authorization, consent, or approval of any
government or governmental



                                       21


agency in order to consummate the transactions contemplated by this Agreement
and the Ancillary Agreements other than the applicable filings under the
Hart-Scott-Rodino Act, any filings with the Securities and Exchange Commission
and state securities law agencies with respect to the issuance of the Shares,
the filing of a listing application with the NASDAQ Stock Market and the filing
of the Certificate of Amendment with the New York Secretary of State.

               (c) NONCONTRAVENTION. Except to the extent set forth on SECTION
6(B)(II) of the Disclosure Schedule, neither the execution and the delivery of
this Agreement and the Ancillary Agreements, nor the consummation of the
transactions contemplated hereby and thereby, (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
the Buyer is subject or any provision of its charter or bylaws or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Buyer is a party or by which it is
bound or to which any of its assets is subject.

               (d) BROKERS' FEES. The Buyer has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement.

               (e) CAPITAL STOCK. The authorized capital stock of the Buyer
consists of 20,000,000 shares of Class A Common Stock, par value Twenty Five
Cents ($0.25) per share ("CLASS A COMMON STOCK"), 10,000,000 shares of Class B
common stock, par value Twenty Five Cents ($0.25) per share ("CLASS B COMMON
STOCK") and 8,430,000 shares of Preferred Stock, consisting of 200,000 shares of
6% Cumulative Preferred Stock with a par value of $.25 per share, 30,000 shares
of Preferred Stock without par value, and 8,200,000 shares of Preferred Stock
with a par value of $.025 per share, Class A. As of January 31, 2003, 3,827,468
shares of Class A Common Stock, 2,764,053 shares of Class B Common Stock and
200,000 shares of 6% Cumulative Preferred Stock, 807,240 shares of 10%
Cumulative Convertible Voting Preferred Stock and 3,566,556 shares of
Participating Convertible Preferred Stock were issued and outstanding. An
aggregate of 3,600,251 shares of Class A Common Stock and 33,695 shares of Class
B Common Stock are reserved for issuance upon conversion of the Buyer's
Preferred Stock. The Shares when issued will have the rights and privileges set
forth in the Certificate of Amendment. As of the date of this Agreement, there
are no outstanding subscriptions, options, warrants, rights or other
arrangements or commitments, rights of first refusal, preemptive rights, calls
or rights obligating the Buyer to issue any capital stock or other securities
of, or other ownership interests in, the Buyer, other than as set forth in the
Shareholders Agreement by and among Buyer and certain shareholders comprising
the Wolcott and Kayser families and the Carl Marks Investor Group dated June 22,
1998 (the "SHAREHOLDERS AGREEMENT"). All outstanding shares of capital stock of
the Buyer are, and the Shares (and any shares of Class A Common Stock issued
upon conversion of the Shares) when issued will be, duly authorized, validly
issued, fully paid and nonassessable and not subject to preemptive rights. There
are no bonds, debentures, notes or other indebtedness of the Buyer having the
right to vote (or convertible into, or exchangeable for, securities having the
right to vote) on any matters on which shareholders of the Buyer may vote. There
are no outstanding obligations of the Buyer to repurchase, redeem or



                                       22


otherwise acquire any of its securities. The Buyer is not a party to any voting
agreement with respect to its securities except the Shareholders Agreement.

               (f) REPORTS AND FINANCIAL STATEMENTS. The Buyer has filed all
reports, schedules, forms, statement and other documents (including exhibits and
other information incorporated herein) with the SEC required to be filed by the
Buyer since January 1, 1999 (such documents together with any documents filed
during such period by the Buyer with the SEC on a voluntary basis on Current
Reports on Form 8-K, the "BUYER SEC REPORTS"). As of their respective dates, the
Buyer SEC Reports (i) complied as to form in all material respects with the
applicable requirements of the Securities Act and the Securities Exchange Act
and (ii) did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, that the foregoing clause (ii) shall not apply to the
financial statements included in the Buyer SEC Reports (which are covered by the
following sentence). The audited consolidated financial statements and unaudited
consolidated interim financial statements included in the Buyer SEC Reports
(including any related notes and schedules) fairly present in all material
respects the financial position of the Buyer and its consolidated Subsidiaries
as of the dates thereof and the results of their operations and their cash flows
for the periods then ended (subject, where appropriate, to normal year-end
adjustments), in each case in accordance with GAAP consistently applied during
the periods involved (except as otherwise disclosed in the notes thereto and
except that the unaudited financial statements therein do not contain all of the
footnote disclosures required by GAAP). Since January 1, 1999, the Buyer has
timely filed all material reports, registration statements and other filings
required to be filed by it with the SEC under the rules and regulations of the
SEC.

               (g) NO VIOLATION OF LAW. To Buyer's knowledge, the businesses of
the Buyer and its Subsidiaries are not being conducted in violation of any
provisions of law or regulation except (a) as described in any of Buyer SEC
Reports and (b) for violations or possible violations which would not have a
material adverse effect on the Buyer. To Buyer's knowledge, the Buyer has all
permits, licenses and governmental authorizations material to ownership or
occupancy of its properties and assets and the carrying on of its business,
except for such permits, licenses and governmental authorizations, the failure
of which to have would not have a material adverse effect on the Buyer.

               (h) ABSENCE OF CERTAIN CHANGES OR EVENTS. Other than as disclosed
in the Buyer SEC Reports, since December 28, 2002 and to the date of this
Agreement, the businesses of the Buyer and its Subsidiaries have been conducted
in all material respects in the ordinary course and there has been no material
adverse change in the financial condition, results of operations, or business of
the Buyer, excluding any adverse change resulting from changes in general
economic or industry conditions or changes that are temporary in nature or
effect.

               (i) INVESTIGATIONS; LITIGATION. Except as described in any of the
Buyer SEC Reports:

                    (i) no government entity has notified the Buyer in writing
of an intention to conduct an investigation or review of the Buyer by the
government entity, and to




                                       23


Buyer's knowledge, no investigation or review by any government entity is
pending with respect to the Buyer which would have a material adverse effect on
the Buyer; and

                    (ii) to Buyer's knowledge, there are no actions, suits or
proceedings pending (or, to the Buyer's knowledge, threatened) against or
affecting the Buyer or any of its properties before any governmental entity,
which is reasonably likely to have a material adverse effect on the Buyer.

               (j) NO REQUIRED VOTE OF SHAREHOLDERS. No vote of shareholders of
the Buyer is required by law, by the Certificate of Incorporation or by-laws of
the Buyer or by any agreement to which Buyer is a party in order for the Buyer
to consummate the transactions contemplated hereby.

               (k) MATERIAL CONTRACTS.

                    (i) Except as set forth in the Buyer SEC Reports, to Buyer's
knowledge, the Buyer has not received written notice of any material violation
or material default under any material contract (as such term is defined in item
601(b)(10) of Regulation S-K of the SEC) to which the Buyer is a party.

                    (ii) Except as set forth in the Buyer SEC Reports, to
Buyer's knowledge, the Buyer is not (i) in violation or default under any
contract or agreement that restricts its ability to compete or otherwise conduct
its business as presently conducted, except for such violations or defaults as
would not have a material adverse effect on the Buyer or (ii) a party to, or
bound by, any contract or agreement that restricts or would restrict the ability
of the Buyer or any of its Subsidiaries from competing or otherwise conducting
its business as such business is conducted on the date of this Agreement, except
for such restrictions that would not have a material adverse effect on the
Buyer.

               (l) TAKEOVER STATUTE. The Board of Directors of the Buyer has
approved this Agreement and the transactions contemplated hereby and such
approval constitutes approval of the transactions contemplated hereby by the
Board of Directors of the Buyer under the provisions of Section 912 of the
NYBCL, such that the restrictions of Section 912 of the NYBCL do not apply to
this Agreement or the transactions contemplated hereby. To Buyer's knowledge, no
other state takeover statute is applicable to the transactions contemplated by
this Agreement.

               (m) TRANSACTIONS WITH AFFILIATES. Other than the transactions
contemplated by this Agreement or except to the extent disclosed in the Buyer
SEC Reports or otherwise disclosed to the Seller, there have been no
transactions, agreements, arrangements or understandings between the Buyer, on
the one hand, and the Buyer's Affiliates or any other Person, on the other hand,
that would be required to be disclosed under Item 404 of Regulation S-K under
the Securities Exchange Act.

               (n) SECURITIES LAW MATTERS. The Buyer is a knowledgeable and
sophisticated investor capable of evaluating the merits and risks of its
investment in the Membership Interests and has the capacity to protect its own
interests. The Buyer acknowledges that investment in the Membership Interests
involves risks and represents that it is able to bear the risks of such
investment. The Buyer is acquiring the Membership Interests for its own account
and not with a



                                       24


view to, or for resale in connection with, any distribution thereof. The Buyer
understands that the Membership Interests have not been registered under the
Securities Act and may be resold only in compliance with the provisions thereof.

         6. PRE-CLOSING COVENANTS. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing:

               (a) GENERAL. Each of the Parties will use its commercially
reasonable efforts to take all actions and to do all things necessary, proper,
or advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth in SECTION 8 below). In furtherance of the
foregoing: (i) the Buyer shall provide to Parent and the Seller, on or before
the date sixty (60) days after the date hereof commitment letters reasonably
satisfactory to Parent evidencing that the Buyer has available all financing
necessary for it to consummate the transactions contemplated by this Agreement;
(ii) the Buyer, at the Closing, shall pay off or guarantee the Credit Facility
and guarantee any Leases to which the Company is a party or provide other
reasonable financial accommodations if and as necessary to obtain lender or
lessor consents; and (iii) the Buyer shall take all actions necessary to cause
the Shares to be listed for trading on the NASDAQ National Market System.

               (b) NOTICES AND CONSENTS. Parent and the Seller shall give, and
cause the Company to give, any notices to third parties, and will use, and cause
the Company to use, their and its commercially reasonable efforts to obtain any
third party consents, that may be necessary to permit Parent and the Seller to
effectuate the transactions contemplated by this Agreement. A listing of such
required notices and consents is set forth at SECTION 6(B)(I) of the Disclosure
Schedule. The Buyer shall give any notices to third parties, and will use its
commercially reasonable efforts to obtain any third party consents, that may be
necessary to permit the Buyer to effectuate the transactions contemplated by
this Agreement. A listing of such required notices and consents is set forth at
SECTION 6(B)(II) of the Disclosure Schedule. Each of the Parties shall (and
Parent will cause the Company to) give any notices to, make any filings with,
and use its commercially reasonable efforts to obtain any required
authorizations, consents, and approvals of governments and governmental agencies
in connection with the transactions contemplated by this Agreement. Without
limiting the generality of the foregoing, each of the Parties shall (i) take all
action necessary, as soon as reasonably practicable but not later than ten (10)
days after the date hereof, to make the filings required of the Buyer and the
Seller (or the "ultimate parent entity" of such party) under the
Hart-Scott-Rodino Act to consummate the transactions contemplated by this
Agreement, and (ii) use their commercially reasonable efforts to obtain early
termination of the waiting period thereunder. The Buyer shall pay all filing
fees payable in connection with its pre-merger notification filing under the
Hart-Scott-Rodino Act.

               (c) OPERATION OF BUSINESS. Except as expressly contemplated by
this Agreement or otherwise consented to by the Buyer in writing (which consent
shall not be unreasonably withheld or delayed), the Company shall:

                    (i) conduct the Business in all material respects only in
the usual, regular, and ordinary course in substantially the same manner as
heretofore conducted (including, without limitation restoring operations at the
plants at Gillett, Wisconsin and




                                       25


Coleman, Wisconsin and to relocate its corn operations from Salem, Oregon to
Walla Walla, Washington and its root vegetable operations from Salem, Oregon to
Ripon, Wisconsin (collectively, the "CONTEMPLATED ACTIONS"));

                    (ii) maintain in all material respects all of the Assets in
their present condition, except for ordinary wear and tear and damage by
unavoidable casualty;

                    (iii) keep in full force and effect insurance comparable in
amount and scope of coverage to that now carried with respect to the Business;

                    (iv) perform in all material respects its obligations under
the Contracts;

                    (v) maintain the books of account and records of the
Business in the usual, regular, and ordinary manner;

                    (vi) comply in all material respects with all Permits,
Environmental Laws, statutes, laws, ordinances, rules, and regulations
applicable to the conduct of the Business;

                    (vii) except as set forth in SECTION 6(C)(VII) of the
Disclosure Schedule or SCHEDULE III, and except as set forth in SECTION
6(C)(XIII) of this Agreement, not enter into any employment agreement or
commitment to employees of the Business or effect any increase in the
compensation or benefits payable, or to become payable, to any officers,
director, or employee of the Business other than increases in the ordinary
course of business;

                    (viii) not create or permit the creation of any Encumbrance
on the Assets, other than Permitted Encumbrances;

                    (ix) not enter into or modify any Contract obligating the
Company to purchase goods or services for a period of ninety (90) days or more,
or sell, lease, license, or otherwise dispose of any Asset (other than
dispositions of obsolete Assets and inventory in the ordinary course of
business) or acquire any substantial assets other than replacement assets,
machinery, equipment, vehicles, furniture, furnishings, inventory, and supplies
to be used in the Business or make any capital expenditures in excess of
$1,000,000 (provided that nothing herein shall prohibit the Company from taking
actions, consistent with its past practices, to prepare for the 2003 pack
(including entering into commitments to sell product or to acquire cans, raw
products, boxes, and other items for the 2003 pack), or from taking actions or
entering into commitments that do not materially affect the Company's business
or from incurring capital expenditures and/or costs and expenses in connection
with the Contemplated Actions which in all events shall not involve a
contractual commitment extending beyond 12 months);

                    (x) not take any action with respect to, or make any
material change in its accounting policies or procedures, except as may be
required by changes in GAAP upon the advice of its independent accountants;

                    (xi) not amend its Certificate of Formation or Operating
Agreement, issue any membership interest or other equity security or make any
distributions;



                                       26


                    (xii) not engage in any material transaction with Parent or
any of its Subsidiaries or make any payments thereto other than payments of the
nature described in SECTION 4(H)(X) of the Disclosure Schedule made in the
ordinary course of business consistent with past practices or as specifically
required by this Agreement;

                    (xiii) not without the consent of the Buyer enter into any
agreement of any nature whatsoever that would impose on the Company and/or the
Buyer any liability or obligation or commitment of any nature whatsoever with
any certified bargaining representative of any of the employees who work for or
in connection with the business if such liability or obligation or commitment
would exist after the Closing, except the Company shall be free to fulfill any
legal obligation it has to negotiate with such certified bargaining
representative, provided it obtains the consent of the Buyer to any agreements
that are made before the Company makes any commitments that will be binding on
the Company and/or the Buyer after the Closing; or

                    (xiv) not authorize or enter into any commitment with
respect to any of the matters described in (VII)-(XIII) above.

               (d) ACCESS.

                    (i) Subject to the last sentence of SECTION 6(D)(II), the
Seller will permit, and Parent and Seller will cause the Company to permit,
representatives of the Buyer, upon providing reasonable advance notice, to have
access at all reasonable times during normal business hours, and in a manner so
as not to interfere with the normal business operations of the Company, to all
premises, properties, personnel, books, records (including tax records,
financial records of the Company from the Company's accountants, and
environmental surveys, studies, and reports), contracts, and documents of or
pertaining to the Business; provided, however, that, to the extent that the
Buyer conducts any environmental review of the Owned Real Property or the Leased
Real Property, such review shall be conducted, at the Buyer's sole expense, in
accordance with a mutually acceptable site access and confidentiality agreement
among the Parties, and only after the prior approval of the Seller and Parent,
and shall not include, without the Seller's and Parent's prior approval, any
drilling or sampling (with all such prior approvals by Seller and Parent not to
be unreasonably withheld, conditioned or delayed). The Seller shall have the
option, but not the obligation, to receive copies of all non-privileged reports
generated or data collected by the Buyer or its representatives in conducting
any environmental review of the Owned Real Property or the Leased Real Property,
and upon the Seller's request, the Buyer shall have the obligation to provide
the Seller with copies of all non-privileged reports generated or data collected
by the Buyer or its representatives in conducting any environmental review of
the Owned Real Property or the Leased Real Property. The information to be
provided to the Buyer hereunder shall include (i) the Company's audited
financial statements for the calendar year period ended December 31, 2002 as
soon as such audited financial statements are available, and (ii) the Company's
unaudited monthly financial statements for each month of the current calendar
year as soon as reasonably practicable after such financial statements are
available.

                    (ii) Any and all information (which shall be deemed to
include, without limitation, all environmental surveys, studies, and reports)
that the Buyer receives from Parent or the Seller shall be subject in all
respects to strict compliance with the terms and




                                       27


conditions of the Confidentiality Agreement dated as of October 22, 2002 by and
between Parent and the Buyer (the "CONFIDENTIALITY AGREEMENT"). In the course
of the reviews contemplated by this SECTION 6(D), the Buyer will not use any of
the information except as expressly permitted by the Confidentiality Agreement,
and, if this Agreement is terminated for any reason whatsoever, will return to
Parent or the Seller, as the case may be, all tangible embodiments (and all
copies) of such information which are in its possession. Parent and the Seller
shall be entitled to withhold Confidential Information or access from Buyer
upon written advice of counsel that the disclosure of such Confidential
Information to Buyer could result in the violation by Parent or the Seller of
state or federal law or an applicable confidentiality agreement with a third
party; and in such event, the Parties shall endeavor to agree upon such
arrangements as are reasonably acceptable to the Parties and their counsel
pursuant to which as much of such Confidential Information as can be lawfully
provided to Buyer is so provided (which shall, in any event, include all
information that is required to be disclosed under the provisions of SECTION
6(E) below).

               (e) SUPPLEMENTS TO DISCLOSURE SCHEDULE. If the Seller or Parent
becomes aware of, or there occurs after the date of this Agreement, any fact or
condition that constitutes a breach of any representation or warranty made by
the Seller or Parent in SECTION 3 or SECTION 4 above that is qualified by
materiality or a material breach of any representation or warranty made by the
Seller or Parent in SECTION 3 or SECTION 4 above that is not so qualified, or if
any fact or condition, either currently existing or hereafter occurring,
requires any material change in the Disclosure Schedule delivered to the Buyer
at the time of execution of this Agreement, the Seller or Parent will deliver to
the Buyer at or before the Closing a supplement to the Disclosure Schedule
specifying any needed change. The Buyer may terminate this Agreement pursuant to
SECTION 11(A)(III) following its receipt of any such supplement describing a
fact or condition having a Material Adverse Effect but if the Buyer consummates
the transactions contemplated by this Agreement following its receipt of any
such supplement, the Buyer shall not be entitled to indemnification under
SECTION 9(B) for any matter described in any such supplement.

               (f) NO SOLICITATION. Unless this Agreement shall have been
terminated pursuant to SECTION 11 below, neither Parent nor the Seller shall,
directly or indirectly through any officer, director, employee, agent,
affiliate, or otherwise, enter into any agreement, agreement in principle, or
other commitment (whether or not legally binding) relating to a Competing
Transaction or solicit, initiate, or encourage the submission of any proposal or
offer from any person or entity relating to any Competing Transaction, nor
participate in any discussions or negotiations regarding, or furnish to any
other person or entity any information with respect to, or otherwise cooperate
in any way with, or assist or participate in, facilitate, or encourage, any
effort or attempt by any other person or entity to effect a Competing
Transaction. Parent and the Seller shall immediately cease any and all contacts,
discussions, and negotiations with third parties regarding any Competing
Transaction.

               (g) PRE-CLOSING TRANSACTIONS. Immediately prior to the Closing,
Seller will contribute to the capital of the Company all accounts payable by the
Company to Seller or any of its Affiliates, which shall be in an aggregate
amount of not less than $10,000,000.

               (h) TAX MATTERS. The Seller shall cause any tax sharing agreement
or other similar arrangements with respect to or involving the Company to be
terminated as to the




                                       28


Company on the Closing Date so that after the Closing Date, the Company
shall not be bound thereby or have any liability thereunder for amounts due in
respect to periods prior to or including the Closing Date.

               (i) TAX TREATMENT OF TRANSACTION. The Parent, Seller and Buyer
agree that the transactions contemplated hereunder will be treated as an asset
sale for federal income tax purposes.

               (j) DISTRIBUTION FROM MASTER PENSION BENEFIT TRUST. As promptly
as practicable after the date of this Agreement, Chiquita Brands, Inc., a
Subsidiary of Parent, will initiate an equitable separation of the assets of its
master pension benefit trust into two trusts--one for the assets attributable to
the Retirement Plan for Salaried Tropical Employees of Chiquita Brands, Inc. (a
subsidiary of Chiquita Brands International, Inc.) and one for the assets
attributable to the four Employee Pension Benefit Plans sponsored by the
Company. Such separation of assets will be completed effective upon the Closing.
In the division of the common investments of the master trust there shall be
allocated, between the two separate trusts, assets having a fair market value at
the time of separation equal to the value of the master trust assets identified
with the respective plans the assets of which are being transferred to the
separate trusts.

               (k) PHYSICAL INVENTORY. The Seller shall cause the Company to
conduct a physical inventory count as of March 31, 2003 of inventory quantities
on hand at all physical locations where the Company's inventory is located in
accordance with the Company's past practices for physical inventory counts. The
Buyer and its representatives may observe this physical inventory count and, to
the extent that the Buyer reasonably deems necessary, make sample counts of
inventory on hand and conduct other procedures as necessary to verify that
inventory quantities are consistent with book inventory as of March 31, 2003.
The Seller shall cause the Company to compile a cost valuation of the physical
inventory count as of March 31, 2003 determined in accordance with the inventory
cost by SKU contained in the 50 page inventory cost document dated December 23,
2002 previously provided by the Seller to the Buyer, and the recorded inventory
balance in the Company's general ledger and inventory perpetual record systems
as of March 31, 2003 shall be adjusted to the such valuation of the physical
inventory count quantities as of March 31, 2003, after taking into consideration
all appropriate reserves for obsolescence, surplus and damage. The Buyer shall
reimburse the Seller for any incremental costs incurred by Parent, the Seller or
(if the Closing does not occur) the Company in connection with the actions
required by this SECTION 6(K).

               (l) PACK AGREEMENT. The Buyer shall, and the Seller shall cause
the Company to negotiate in good faith and enter into the Pack Agreement on
terms reasonably acceptable to both parties as promptly as possible after the
execution hereof.

         7. POST-CLOSING COVENANTS. The Parties agree as follows with respect to
the period following the Closing.

               (a) GENERAL. In case at any time after the Closing any further
action is necessary to carry out or give effect to the purposes of this
Agreement each of the Parties will take such further action (including the
execution and delivery of such further instruments and documents)



                                       29


as any other Party reasonably may request, all at the sole cost and expense of
the requesting Party (unless the requesting Party is entitled to indemnification
therefor under SECTION 9 below).

               (b) LITIGATION SUPPORT; BUSINESS RECORDS.

                    (i) In the event and for so long as any Party actively is
contesting or defending against any action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand in connection with (A) any
transaction contemplated under this Agreement or (B) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing Date
involving the Company, each of the other Parties shall cooperate with such Party
and its counsel in the defense or contest, make available their personnel, and
provide such testimony and access to their books and records as shall be
reasonably necessary in connection with the defense or contest, all at the sole
cost and expense of the contesting or defending Party (unless the contesting or
defending Party is entitled to indemnification therefor under SECTION 9 below).

                    (ii) The Buyer acknowledges that business records of the
Company relating to the operations of the Business prior to the Closing will be
retained by the Company and that Parent and the Seller may from time to time
require access to or copies of such records in connection with tax matters,
litigation claims, and other matters arising with respect to the operations of
the Company prior to the Closing. The Buyer agrees that, upon reasonable prior
notice from Parent and/or the Seller, the Buyer will, during normal business
hours, provide, and cause the Company to provide, Parent and/or the Seller with
access to (including office space), and (at Parent's expense) copies of, such
records for such purposes. The Seller and Parent agree to hold any confidential
information so provided in confidence and to use such information only for the
purposes described above. In addition to the provisions of SECTION 10(G)(I)
below, the Buyer agrees that it will not, and will not permit the Company to,
within seven (7) years after the Closing, destroy any material records of the
Business prepared prior to the Closing without first notifying Parent and
affording it the opportunity to remove or copy them.

               (c) INSURANCE. Effective as of the Closing, the Parties
acknowledge and agree that the Company's current insurance coverages (all of
which are provided under a comprehensive insurance program maintained by Parent
and its Affiliates) and self-insurance programs will terminate, and the Buyer
shall be required to obtain and maintain new insurance coverages for the Company
and the Company's assets and activities; provided, that nothing in this
Agreement shall preclude or limit the Buyer's or the Company's right to tender
to Parent's insurance carriers claims relating to events arising prior to the
Closing Date or to tender incurred but not yet reported claims as of the Closing
Date. Parent and the Seller agree to cooperate with the Buyer and the Company in
submitted any such claims relating to events arising prior to the Closing Date.
The Buyer will cause the Company from and after the Closing, to continue to
reimburse Parent and the Seller for claims payments made to GAB Robins, North
America, a third party claims administrator for the insurer, or otherwise for
amounts paid by it in respect of workers' compensation, employer's liability,
truck/automotive liability, general and product liability, employment practices
liability, fiduciary liability and other claims against the Company that are
within the deductible or self-insured amounts applicable to insurance programs
covering the Company with respect to pre-Closing occurrences. Payments must be
reimbursed to Parent or the Seller within thirty (30) days of any such payment
made by either of them to GAB Robins,



                                       30


North America or other claims administrator. Monthly loss data will continue to
be provided by the Seller. The Company has a current listing of all reported
claims. The Buyer will cooperate, and cause the Company to cooperate, with the
Seller, its insurers and third party administrators with respect to claims
arising prior to the Closing.

               (d) USE OF "CHIQUITA" TRADEMARK. The Company shall be permitted
to use the "Chiquita" trademark only on canned goods existing in its inventory,
and with respect to any labels existing in its inventory, until such time as the
Company has disposed of such inventory, provided that the Buyer shall cause the
Company to discontinue use of such labels as promptly as commercially
practicable. The Company shall have three (3) months after the Closing Date to
remove and dispose of any "Chiquita" signage located at any of its facilities.
As promptly as practicable after the Closing, the Buyer shall change the name of
the Company to a name not including "Chiquita" or any derivation or variation
thereof.

         8. CONDITIONS TO OBLIGATION TO CLOSE.

               (a) CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of the
Buyer to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

                    (i) the representations and warranties set forth in SECTIONS
3 and 4 that are qualified with reference to materiality shall be true and
correct (without giving effect to any supplement to the Disclosure Schedule as
provided under SECTION 6(E) above), and the representations and warranties that
are not so qualified shall be true and correct in all material respects (without
giving effect to any supplement to the Disclosure Schedule as provided under
SECTION 6(E) above), at and as of the Closing Date, provided that, for purposes
of this SECTION 8(A)(I), the amount specified in SECTION 4(H)(V) shall be
$1,000,000.

                    (ii) Parent and the Seller shall have performed and complied
with all of their respective covenants hereunder in all material respects
through the Closing;

                    (iii) there shall not be any injunction, judgment, order,
decree or ruling in effect preventing consummation of any of the transactions
contemplated by this Agreement, and there shall be no pending action or
proceeding brought by a governmental authority seeking to enjoin any of the
transactions contemplated by this Agreement;

                    (iv) Parent and the Seller shall have delivered to the Buyer
a certificate signed by officers of each to the effect that each of the
conditions specified above in SECTION 8(A)(I)-(III), as applies separately with
respect to each of Parent and the Company, to the knowledge of such officers, is
satisfied in all respects;

                    (v) all applicable waiting periods (and any extensions
thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been
terminated;

                    (vi) the consents, releases and permits set forth on SECTION
8(A)(VI) of the Disclosure Schedule shall have been obtained;



                                       31


                    (vii) the Buyer shall have received: (A) duly executed
originals of the Ancillary Agreements; and (B) current certificates of good
standing from Parent's and the Company's jurisdictions of organization,
resolutions of their respective Boards of Directors or Managers (certified by an
officer of Parent or the Seller, as applicable) authorizing the execution and
delivery of this Agreement and other documents and agreements contemplated
hereby and consummation of the transactions contemplated hereby and thereby, and
(C) an incumbency certificate of the officers of Parent and the Seller executing
any or all of this Agreement or any documents or agreements executed in
connection herewith or therewith; and

                    (viii) all actions to be taken by Parent and the Seller in
connection with consummation of the transactions contemplated hereby shall have
been completed to the reasonable satisfaction of the Buyer.

The Buyer may waive any condition specified in this SECTION 8(A) if it executes
a writing so stating at or prior to the Closing. The Parties specifically agree
that it shall not be a condition to the Buyer's obligations that the Buyer shall
have obtained any financing necessary for it to consummate the transactions
contemplated by this Agreement..

               (b) CONDITIONS TO OBLIGATION OF THE PARENT AND SELLER. The
obligations of the Seller and Parent to consummate the transactions to be
performed by Parent and the Seller in connection with the Closing are subject to
satisfaction of the following conditions:

                    (i) the representations and warranties set forth in SECTION
5 that are qualified with reference to materiality shall be true and correct,
and the representations and warranties that are not so qualified shall be true
and correct in all material respects, at and as of the Closing Date;

                    (ii) the Buyer shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;

                    (iii) there shall not be any injunction, judgment, order,
decree or ruling in effect preventing consummation of any of the transactions
contemplated by this Agreement, and there shall be no pending action or
proceeding brought by a governmental authority seeking to enjoin any of the
transactions contemplated by this Agreement;

                    (iv) the Buyer shall have delivered to the Seller a
certificate signed by one of its officers to the effect that each of the
conditions specified above in SECTION 8(B)(I)-(III), to the knowledge of such
officer, is satisfied in all respects;

                    (v) all applicable waiting periods (and any extensions
thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been
terminated;

                    (vi) the consents, releases and permits set forth on SECTION
8(A)(VI) of the Disclosure Schedule shall have been obtained;

                    (vii) Parent and the Seller shall have received: (A) a duly
executed original of the Ancillary Agreements; and (B) a current certificate of
good standing from the Buyer's jurisdiction of organization, resolutions of the
Buyer's Board of Directors (certified by




                                       32


an officer of the Buyer) authorizing the execution and delivery of this
Agreement and other documents and agreements contemplated hereby and
consummation of the transactions contemplated hereby and thereby, and (C) an
incumbency certificate of the officers of the Buyer executing any or all of this
Agreement or any documents or agreements executed in connection herewith or
therewith;

                    (viii) the Seller shall have received (A) an agreement
substantially in the form of EXHIBIT C hereto executed by the Carl Marks
shareholders and the Buyer amending their registration rights so as to avoid any
conflict with the rights of the Seller under the Registration Rights Agreement,
and (B) the Seller shall have received Subordination Agreements executed by the
shareholders of the Buyer named therein; and

                    (ix) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby shall have been completed
to the reasonable satisfaction of Parent and the Seller.

The Seller may waive any condition specified in this SECTION 8(B) if it executes
a writing so stating at or prior to the Closing.

         9. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS;
INDEMNIFICATION.

               (a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The covenants
contained in this Agreement shall survive the Closing Date without limitation.
The representations and warranties contained herein shall survive the Closing
Date for a period of two (2) years; PROVIDED that the representations and
warranties contained in SECTION 4(J) shall survive until the expiration of all
applicable statutes of limitations, and the representations and warranties
contained in SECTION 4(P) shall survive for a period of seven (7) years and six
(6) months. Any matter as to which a claim has been asserted by notice to the
other party received before such date that is pending or unresolved at the end
of any applicable limitation period shall continue to be covered by SECTION 9
notwithstanding any applicable statute of limitations (which the parties hereby
waive) until such matter is finally terminated or otherwise resolved by the
parties or by a court of competent jurisdiction and any amounts payable
hereunder are finally determined and paid.

               (b) INDEMNIFICATION BY THE SELLER AND PARENT. Parent and the
Seller, jointly and severally, shall defend, indemnify, and hold harmless the
Buyer and the Company, each of their successors and assigns and each of their
officers, directors, shareholders, affiliates, employees, and agents
(collectively, the "BUYER INDEMNITEES") from and against any and all Losses
(including those incurred in connection with the defense or prosecution of an
indemnifiable claim and those incurred in connection with the enforcement of
this provision) (collectively, "BUYER LOSSES") caused by, based upon, resulting
from, or arising out of:

                    (i) any breach of a representation or warranty hereunder (as
supplemented as permitted by SECTION 6(E)) on the part of Parent or the Seller;

                    (ii) any failure by Parent or the Seller to perform or
otherwise fulfill any covenant, provision, undertaking, or other agreement or
obligation of it hereunder;



                                       33


                    (iv) any liability of the Company or the Buyer arising under
or with respect to (A) any ERISA Affiliate Pension Plan, (B) any ERISA Affiliate
Health Plan, (C) Parent's Capital Accumulation Plan or (D) Parent's Deferred
Compensation Plan; and

                    (v) any and all actions, suits, proceedings, claims, and
demands incident to any of the foregoing or such indemnification.

               (c) INDEMNIFICATION BY THE BUYER. The Buyer shall defend,
indemnify, and hold harmless Parent and the Seller, each of their successors and
assigns and each of their officers, directors, shareholders, affiliates,
employees, and agents (collectively, the "PARENT INDEMNITEES") from and against
any and all Losses (including those incurred in connection with the defense or
prosecution of the indemnifiable claim and those incurred in connection with the
enforcement of this provision) (collectively, "PARENT LOSSES"), caused by, based
upon, resulting from, or arising out of:

                    (i) any breach of a representation or warranty hereunder on
the part of the Buyer;

                    (ii) any failure by the Buyer to perform or otherwise
fulfill any covenant, provision, undertaking, or other agreement or obligation
of it hereunder;

                    (iii) any inspections or test of, or the entry onto, any
Owned Real Property or Leased Real Property by the Buyer or its representatives
and agents prior to Closing;

                    (iv) any use by the Company after the Closing of the name
"Chiquita" in any form or any "Chiquita" trademark, including without limitation
any such use permitted by SECTION 7(D); and

                    (v) any and all actions, suits, proceedings, claims, and
demands incident to any of the foregoing or such indemnification.

               (d) PROCEDURE FOR CLAIMS BY THIRD PARTIES.

                    (i) The rights and obligations of a party claiming a right
to indemnification hereunder (each, an "INDEMNITEE") from a party to this
Agreement (each, an "INDEMNITOR") in any way relating to a third party claim
shall be governed by the following provisions of this SECTION 9(D):

                        (A) The Indemnitee shall give prompt written notice to
the Indemnitor of the commencement of any claim, action, suit, or proceeding, or
any threat thereof, or any state of facts which Indemnitee determines will give
rise to a claim by the Indemnitee against the Indemnitor based on the indemnity
agreements contained in this Agreement setting forth, in reasonable detail, the
nature and basis of the claim and the amount thereof, to the extent known, and
any other relevant information in the possession of the Indemnitee (a "NOTICE OF
CLAIM"). The Notice of Claim shall be accompanied by any relevant documents in
the possession of the Indemnitee relating to the claim (such as copies of any
summons, complaint, or pleading which may have been served or any written demand
or document evidencing the same). No failure to give a Notice of Claim shall
affect, limit, or reduce the indemnification obligations




                                       34


of an Indemnitor hereunder, except to the extent such failure actually
prejudices such Indemnitor's ability successfully to defend the claim, action,
suit, or proceeding giving rise to the indemnification claim.

                        (B) In the event that an Indemnitee furnishes an
Indemnitor with a Notice of Claim, then upon the written acknowledgment by the
Indemnitor given to the Indemnitee within 30 days of receipt of the Notice of
Claim, stating that the Indemnitor is undertaking and will prosecute the defense
of the claim under such indemnity agreements and confirming that as between the
Indemnitor and the Indemnitee, the claim covered by the Notice of Claim is
subject to this SECTION 9 (without admitting responsibility to indemnify
therefor) (an "INDEMNIFICATION ACKNOWLEDGMENT"), then the claim covered by the
Notice of Claim may be defended by the Indemnitor, at the sole cost and expense
of the Indemnitor; PROVIDED that the Indemnitee is authorized to file any
motion, answer, or other pleading that may be reasonably necessary or
appropriate to protect its interests during such 30 day period. However, in the
event the Indemnitor does not furnish an Indemnification Acknowledgment to the
Indemnitee, the Indemnitee may, upon written notice to the Indemnitor, assume
the defense (with legal counsel chosen by the Indemnitee) and dispose of the
claim, at the sole cost and expense of the Indemnitor. Notwithstanding receipt
of an Indemnification Acknowledgment, the Indemnitee shall have the right to
employ its own counsel in respect of any such claim, action, suit, or
proceeding, but the fees and expenses of such counsel shall be at the
Indemnitee's own cost and expense.

                        (C) The Parties agree to render to each other such
assistance as they may reasonably require of each other in order to ensure the
proper and adequate defense of any such claim, action, suit, or proceeding.
Subject to the Indemnitor furnishing the Indemnitee with an Indemnification
Acknowledgment in accordance with SECTION 9(D)(I)(B), the Indemnitee shall
cooperate with the Indemnitor and provide such assistance, at the sole cost and
expense of the Indemnitor, as the Indemnitor may reasonably request in
connection with the defense of any such claim, action, suit, or proceeding,
including, but not limited to, providing the Indemnitor with access to and use
of all relevant corporate records and making available its officers and
employees for depositions, pre-trial discovery, and as witnesses at trial if
required. In requesting any such cooperation, the Indemnitor shall have due
regard for, and attempt not to be disruptive of, the business and day-to-day
operations of the Indemnitee and shall follow the requests of the Indemnitee
regarding any documents or instruments which the Indemnitee believes should be
given confidential treatment.

                    (ii) The Indemnitor shall not make or enter into any
settlement of any claim, action, suit, or proceeding which Indemnitor has
undertaken to defend, without the Indemnitee's prior written consent (which
consent shall not be unreasonably withheld or delayed), unless there is no
obligation, directly or indirectly, on the part of the Indemnitee to contribute
to any portion of the payment for any of the Losses, the Indemnitee receives a
general and unconditional release with respect to the claim (in form, substance
and scope reasonably acceptable to the Indemnitee), there is no finding or
admission of any violation of law by, or material adverse effect on, any other
material claim that may be made against, the Indemnitee.

               (e) PROCEDURE FOR CLAIMS BETWEEN THE PARTIES. Upon obtaining
knowledge of a Loss that shall entitle an injured party to indemnification
hereunder which does not arise from a




                                       35


third party claim, the injured party shall deliver a Notice of Claim to the
indemnifying party. The Notice of Claim shall state in reasonable detail the
nature and estimated amount of any such Loss giving rise to the right of
indemnification hereunder. The Indemnitor shall have 30 days after receipt of a
Notice of Claim to respond to such Notice of Claim stating whether or not it
disputes its liability or the amount thereof, and the basis for any objection.
If the indemnifying party fails to respond to such Notice of Claim within such
30 day period, the indemnifying party shall be deemed to have acknowledged its
responsibility for such Loss, and in such event, or if the indemnifying party
does not dispute its liability, then the indemnifying party shall pay and
discharge any such Loss which is not contested within 45 days after receipt of
such Notice of Claim. If the Indemnitor disputes its liability, then the
Indemnitee reserves all its right to seek recovery from the Indemnitor pursuant
to this Agreement, and Indemnitee reserves all of its defenses.

               (f) EXCLUSIVE REMEDY. The Buyer, Parent, and the Seller
acknowledge and agree that the foregoing indemnification provisions in this
SECTION 9 shall be the exclusive remedy of the Buyer, Parent, and the Seller
with respect to the transactions contemplated by this Agreement, other than for
fraud.

               (g) LIMITS ON INDEMNIFICATION.

                    (i) Parent's and the Seller's obligation to indemnify for
Buyer Losses under SECTION 9(B)(I) of this Agreement (A) shall accrue only if
the aggregate of all such Buyer Losses exceeds One Million Dollars ($1,000,000)
(the "SELLER BASKET") and then Parent shall be liable for all such Buyer Losses
only to the extent that such Buyer Losses exceed such amount and (B) shall be
limited in the aggregate to Forty Million Dollars ($40,000,000) (the "Cap").

                    (ii) The Buyer's obligation to indemnify for Parent Losses
under SECTION 9(C)(I) above shall accrue only if the aggregate of all such
Parent Losses exceeds One Million Dollars ($1,000,000) (the "BUYER BASKET") and
then the Buyer shall be liable for all such Parent Losses only to the extent
that such Parent Losses exceed such amount.

                    (iii) To the extent that any indemnified claim is covered by
insurance held by an Indemnitee, then without limiting the other limitations set
forth in this SECTION 9, such Indemnitee shall be entitled to indemnification
hereunder only with respect to the amount of Losses that are in excess of the
cash proceeds actually received by the Indemnitee pursuant to such insurance. If
the Indemnitee receives such cash insurance proceeds, then the amount payable by
the Indemnitor pursuant to such claim shall be reduced by the amount of such
proceeds, whether such proceeds were received prior to or after the time such
claim is paid. Each Party hereby agrees to file claims under any of its
insurance policies covering claims to the same extent that such Party would
normally file claims under its insurance policies in the ordinary course of
business.



                                       36


                    (iv) In no event shall Parent Losses or Buyer Losses include
punitive, indirect or consequential damages (unless actually payable to a third
party).

         10. TAX INDEMNIFICATION AND ALLOCATION.

               (a) THE SELLER'S TAX INDEMNITY; INDEMNIFICATION FOR TAX
OBLIGATIONS. To the extent not reserved against in the Company's books and
records at the Closing Date, Parent and the Seller jointly and severally, shall
indemnify and hold harmless the Company and each of its respective officers,
directors, employees, agents and successors and assigns, from and against all
Taxes related to the Business or the Company including, without limitation, all
assessments and adjustments from audits by Tax authorities (i) with respect to
all periods ending on or prior to the Closing Date, (ii) with respect to any
period beginning before the Closing Date and ending after the Closing Date, but
only with respect to the portion of such period up to and including the Closing
Date (such portion, as defined below, a "PRE-CLOSING PARTIAL PERIOD"), and (iii)
of Parent, the Seller and any other entity which is or has been affiliated with
Parent or the Seller or any of their Subsidiaries, as a result of Regulation
section 1.1502-6(a) or otherwise due to the affiliated relationship. Parent and
the Seller shall be entitled to any net refunds of Taxes (including interest
thereon less any Taxes payable by the Company or any Subsidiary thereof and
less the costs of collection) with respect to the periods described in clauses
(i) and (ii) above, as limited below.

               Parent and the Seller's indemnity obligations to pay Taxes under
this Section 10(a) (whether arising before, on or after the Closing and whether
paid with Tax Returns when due or as the result of audits or assessments) shall
be after the application (only if required to be applied to the Tax being
indemnified) of all applicable credits, loss deductions, allowances or
exemptions related to the Company which credits, loss deductions, allowances or
exemptions arose in the period ending on or prior to the Closing Date or in the
Pre-Closing Partial Period and are available to reduce the Tax deficiency for
which Parent or the Seller have an indemnification obligation(s). In addition to
the foregoing, Parent and the Seller shall, jointly and severally, indemnify and
hold harmless the Company from and against any and all attorneys' fees and
expenses incurred by any of them with respect to the matters, as incurred,
covered by such indemnity and/or the enforcement thereof.

               (b) BUYER'S INDEMNITY. The Buyer shall, and shall cause the
Company to, jointly and severally, indemnify and hold harmless Parent and the
Seller and each of its officers, directors, employees and agents and successors
and assigns, from and against all (i) Taxes of the Company or related to the
Business with respect to periods beginning after the Closing Date; and (ii)
Taxes that are related to the operations of the Company with respect to any
period beginning before the Closing Date and ending after the Closing Date but
only with respect to Tax Liability accrued after the Pre-Closing Partial Period.

               (c) TRANSFER TAX LIABILITY. All sales, use or transfer taxes
(excluding any income, capital gains or similar tax) arising as a result of the
transactions described herein shall be paid by the Buyer or the Company.

               (d) TAX ALLOCATION BETWEEN PARTIAL PERIODS. For purposes of this
Agreement, any Tax attributable to a period beginning before the Closing Date
and ending after the Closing Date,



                                       37


shall be apportioned between the Pre-Closing Partial Period and the period
following the Closing Date (a "POST-CLOSING PARTIAL PERIOD"), based on the
actual activities, property owned, taxable income or taxable loss of the Company
during such Pre-Closing Partial Period and such Post-Closing Partial Period.

               (e) FILING OF TAX RETURNS. To the extent permitted by law, Parent
and the Seller shall include the Company, reflecting its activities up to and
including the Closing Date, in the consolidated federal and consolidated,
combined or unitary state income Tax Returns required to be filed by Parent, the
Seller and their Affiliates for periods prior to and including the Closing Date
(the "FINAL PRE-CLOSING INCOME TAX RETURNS"). The Buyer shall, and shall cause
the Company to, prepare all Tax Returns, other than with respect to income
Taxes, required to be filed by the Company after the Closing Date, provided that
the Buyer and Company shall not incur liability to the Seller or Parent for any
inadvertent failure to prepare any state and local Tax Returns which, in the
aggregate, are immaterial.

               The Buyer and the Company shall prepare and file such Tax Returns
(other than those with respect to income Taxes) on a basis consistent with past
practices and shall not make or change any election applicable to the Company
without Parent's written consent.

               (f) POST-CLOSING AUDITS AND OTHER PROCEDURES.

                    (i) Parent and the Seller, on the one hand, and the Buyer
and the Company, on the other hand, agree to give prompt notice to each other of
any proposed adjustment to Taxes for periods ending on or prior to the Closing
Date or any Pre-Closing Partial Period.

                    (ii) Parent and the Seller shall have the right to (i)
control the conduct of any audit, proceeding or controversy that involves Tax
liability for which Parent or the Seller must indemnify the Company under
SECTION 10(A) reported on a Tax Return prepared by Parent, the Seller or the
Company and (ii) Parent or the Seller may settle any such audit, proceedings or
controversy described in clause (i).

                    (iii) The Buyer and the Company shall have the right to
control, negotiate, settle and/or dispute any audits, proceedings or controversy
not described in SECTION 10(F)(II).





                                       38


               (g) COOPERATION.

                    (i) Parent and the Seller, on the one hand, and the Buyer
and the Company, on the other hand, hereby agree to make available to the other
party for inspection and copying all books of accounts, records, and supporting
records and data as may be necessary for the other to file or lodge any Tax
Return or other reports required by any government body or to support any Tax
Return or report or audit related to the operations of the Company before, or
arising out of, the Closing and the transactions occurring pursuant to the
Agreement. The obligation to retain records and make them available shall
continue until the expiration of the statutory period of limitation for the
assessment of Taxes shall have closed in respect of periods for which the
records shall have been retained but in no event sooner than seven (7) years
from the Closing Date.

                    (ii) Buyer and the Company hereby acknowledge that Parent
and the Seller will be required to file certain Tax Returns and reports
concerning the Company with the United States Internal Revenue Service and with
the various states. Such Tax Returns and reports may include full year
information for any partial year that the Seller owned issued membership
interests or stock of the Company. Such information shall include, but is not
limited to, Closing Date financial statements and the so-called "T" schedules
customarily required by Parent's Tax Department for the year of the Closing both
as of the Closing Date and, if requested by Parent's Tax Department in writing,
full year "T" schedules.

                    (iii) Parent and the Seller, on the one hand, and Buyer and
the Company (as the case may be), except as expressly provided otherwise herein,
on the other hand, shall each be responsible for their own costs and expenses
incurred or arising as a result of the performance of their respective
obligations under this SECTION 10.

                    (iv) Notwithstanding anything to the contrary herein, in
accordance with the "Alternative Procedure" set forth in Section 5 of the
Internal Revenue Procedure 96-60, 1996-2 CB 399, the Buyer and the Company agree
that Parent and the Seller shall be relieved of their duty to furnish Internal
Revenue Service Forms W-2 to those employees of the Company, who become or
remain employees of the Company after the Closing Date, and that the Company or
its successors shall complete such Forms W-2 for the entire calendar year of
2002. All salaries, wages or other sums paid to such employees by the Seller, or
its successors and all relating withholdings of taxes and other items reported
on the Forms W-2 shall, for purposes of reporting on the Forms W-2, be deemed to
have been paid by the Company or its successors.

               (h) NO DUPLICATIVE RECOVERY. To the extent that Parent and the
Seller have an obligation to indemnify the Buyer under this SECTION 10, the
amount paid related to Taxes as required by the indemnification obligations set
forth in this Section shall not be treated as Buyer Losses for which Parent and
the Seller have an indemnification obligation under SECTION 9(B) hereof.



                                       39


         11. TERMINATION.

               (a) TERMINATION OF AGREEMENT. The Parties may terminate this
Agreement as provided below:

                    (i) the Buyer, Parent, and the Seller may terminate this
Agreement by mutual written consent at any time prior to the Closing;

                    (ii) the Buyer may terminate this Agreement by giving
written notice to Parent and the Seller at any time prior to the Closing (A) in
the event Parent or the Seller has breached any representation, warranty, or
covenant contained in this Agreement that is qualified by materiality or any
other representation, warranty, or covenant contained in this Agreement in any
material respect, the Buyer has notified Parent and the Seller of the breach,
and the breach has continued without cure for a period of 30 days after the
notice of breach, (B) in the event the Buyer exercises its rights under the
provisions of Section 6 (e) above, (C) if the Closing shall not have occurred on
or before July 31, 2003, by reason of the failure of any condition precedent
under SECTION 8(A) above (unless the failure results from the Buyer's breaching
any representation, warranty, or covenant contained in this Agreement) or (D) if
the Indebtedness under the Credit Facility is accelerated prior to the Closing
and such acceleration is not rescinded prior to the later of the Closing and
July 31, 2003; or

                    (iii) Parent or the Seller may terminate this Agreement by
giving written notice to the Buyer at any time prior to the Closing (A) in the
event the Buyer has breached any representation, warranty, or covenant contained
in this Agreement that is qualified by materiality or any other representation,
warranty, or covenant contained in this Agreement in any material respect,
Parent or the Seller has notified the Buyer of the breach, and the breach has
continued without cure for a period of 30 days after the notice of breach or (B)
if the Closing shall not have occurred on or before July 31, 2003, by reason of
the failure of any condition precedent under SECTION 8(B) above (unless the
failure results from Parent's or the Seller's breaching any representation,
warranty, or covenant contained in this Agreement) or by reason of the failure
of the Buyer to obtain all financing necessary for it to consummate the
transactions contemplated by this Agreement.

               (b) EFFECT OF TERMINATION. If any Party terminates this Agreement
pursuant to SECTION 11(A) above, all rights and obligations of the Parties
hereunder shall terminate without any liability of any Party to any other Party
(except for any liability of any Party then in breach, including a breach caused
by the failure of the Buyer to obtain all financing necessary for it to
consummate the transactions contemplated by this Agreement); provided that the
confidentiality provisions contained in SECTION 6(D) above shall survive
termination.

         12. MISCELLANEOUS.

               (a) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall issue
any press release or make any public announcement relating to the subject matter
of this Agreement prior to the Closing without the prior written approval of
each of the other Parties; PROVIDED that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the




                                       40


disclosing Party will use reasonable efforts to advise the other Parties prior
to making the disclosure, but such other Parties' written approval will not be
necessary).

               (b) NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer
any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.

               (c) ENTIRE AGREEMENT. This Agreement (including the Exhibits,
Schedules, and Annexes referred to herein and the Ancillary Agreements)
constitutes the entire agreement among the Parties with respect to the subject
matter hereof and supersedes any prior understandings, agreements, or
representations by or among the Parties, written or oral, to the extent they
have related in any way to the subject matter hereof.

               (d) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the Buyer and the Seller; PROVIDED that the Buyer may (i) assign any
or all of its rights and interests hereunder to one or more of its Affiliates or
to any lender providing financing for the transactions contemplated hereby as
security (including any refinancings thereof), and (ii) designate one or more of
its Affiliates to perform its obligations hereunder (in any or all of which
cases the Buyer nonetheless shall remain responsible for the performance of all
of its obligations hereunder.

               (e) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

               (f) HEADINGS. The Section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

               (g) NOTICES. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (i) hand
delivered, (ii) sent by a nationally recognized overnight courier for next
business day deliver, or (iii) sent by confirmed facsimile transmission as
follows:

If to Parent or the Seller:

      Chiquita Brands, Inc.
      250 East Fifth Street, 29th Floor
      Cincinnati, Ohio 45202
      Attention: Robert W. Olson, Esq., Senior Vice President & General Counsel
      Telephone: (513) 784-8804
      Facsimile: (513) 564-2925

With a copy to:




                                       41


         Taft, Stettinius & Hollister LLP
         425 Walnut Street, Suite 1800
         Cincinnati, Ohio 45202
         Attention: Timothy E. Hoberg, Esq.
         Telephone: (513) 381-2838
         Facsimile: (513) 381-0205

If to the Buyer:

         Seneca Foods Corporation
         3736 South Main Street
         Marion, NY   14505
         Attention:  Kraig H. Kayser, President
         Telephone: (315) 926-8120
         Facsimile: (315) 926-8300

With a copy to:

         Jaeckle Fleischmann & Mugel, LLP
         800 Fleet Bank Building
         Buffalo, NY   14202
         Attention: William I. Schapiro, Esq.
         Telephone: (716) 843-3896
         Facsimile: (716) 856-0432

The date of giving of any such notice shall be as follows: if by hand delivery,
on the date of delivery; if by courier service, on the next business day after
delivery to the overnight courier service; or if by facsimile, on the date of
confirmed facsimile transmission or, if such day is not a business day, on the
next business day thereafter. Any Party may change the address to which notices,
requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set forth.

               (h) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

                    (i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW
YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK SOLELY IN RESPECT OF THE
INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE
DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY. EACH PARTY HEREBY WAIVES AND AGREES NOT TO
ASSERT, AS A DEFENSE IN ANY ACTION, SUIT, OR PROCEEDING FOR THE



                                       42


INTERPRETATION AND ENFORCEMENT HEREOF, OR ANY SUCH DOCUMENT OR IN RESPECT OF ANY
SUCH TRANSACTION, THAT SUCH ACTION, SUIT, OR PROCEEDING MAY NOT BE BROUGHT OR IS
NOT MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE
OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS. EACH PARTY HEREBY CONSENTS TO AND GRANTS ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTY AND OVER THE SUBJECT MATTER OF ANY SUCH DISPUTE
AND AGREES THAT PROVIDING PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH
ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 12(G) OR IN SUCH OTHER
MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE
THEREOF.

                    (ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE BREACH, TERMINATION, OR VALIDITY OF THIS AGREEMENT, OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 12(H).

               (i) AMENDMENTS AND WAIVERS. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer, Parent, and the Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

               (j) SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

               (k) EXPENSES. Each of the Buyer, Parent, and the Seller will bear
its own costs and expenses (including legal fees and expenses) incurred in
connection with this Agreement and the transactions contemplated hereby. In
addition, any professional costs or expenses incurred by the Company (including
legal fees and expenses but excluding costs relating to the



                                       43


employment of regular employees of the Company) in connection with this
Agreement and the transactions contemplated hereby shall be paid by the Parent
or Seller.

               (l) CONSTRUCTION. 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 shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder unless the context requires otherwise. The
word "including" shall mean including without limitation.

               (m) INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits,
Schedules, and Annexes identified in this Agreement are incorporated herein by
reference and made a part hereof.

                            [SIGNATURE PAGE FOLLOWS]




                                       44


         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

                                          SENECA FOODS CORPORATION



                                          By:      /S/KRAIG H. KAYSER
                                                  ---------------------------
                                          Name:    KRAIG H. KAYSER
                                                  ---------------------------
                                          Title:   CEO AND PRESIDENT
                                                  ---------------------------



                                          CHIQUITA BRANDS INTERNATIONAL, INC.



                                          By:   /S/ CYRUS F. FREIDHEIM, JR.
                                                ---------------------------
                                          Name:   CYRUS F. FREIDHEIM, JR.
                                                ---------------------------
                                          Title:  CHAIRMAN OF THE BOARD AND
                                                  CHIEF EXECUTIVE OFFICER
                                                ---------------------------



                                          FRIDAY HOLDINGS, L.L.C.



                                          By:    /S/ ROBERT W. OLSON
                                                ---------------------------
                                          Name:   ROBERT W. OLSON
                                                ---------------------------
                                          Title: VICE PRESIDENT
                                                ---------------------------



                                       45

EX-10.2

                                                                    EXHIBIT 10.2

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SENECA FOODS CORPORATION

                            -------------------------
                            Under Section 805 of the
                            Business Corporation Law
                            -------------------------

         We, the undersigned, being the President and Secretary of SENECA FOODS
CORPORATION, do hereby certify as follows:

         FIRST:  The name of the Corporation is SENECA FOODS CORPORATION. The
name under which the Corporation was formed is SENECA GRAPE JUICE CORPORATION.

         SECOND:  The certificate of incorporation of the Corporation was
filed by the Department of State on August 17, 1949.

         THIRD: The certificate of incorporation of the Corporation is hereby
amended to authorize a fourth series of Class A Preferred Stock to be designated
Convertible Preferred Stock, Series 2003.

                  To accomplish this, the following new Article 4(d)(G) hereby
is added to the certificate of incorporation:

                  "(G) FOURTH SERIES OF CLASS A PREFERRED STOCK. The fourth
series of 967,742 shares of Class A Preferred Stock shall be designated
Convertible Preferred Stock Series 2003 (hereinafter "Series 2003 Preferred
Stock"), and shall have the following rights, preferences and limitations:

                  (i) STATED VALUE. The stated value for each share of Series
2003 Preferred Stock shall be $15.50 (the "Stated Value").

                  (ii) DIVIDENDS AND DISTRIBUTIONS. At any time after the Issue
Date, the holders of each share of Series 2003 Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, but out of funds
legally available therefor, a dividend or distribution in cash, evidences of
indebtedness of the Corporation or another issuer, options, warrants or rights
to acquire securities or other property (including, without limitation, rights
issued pursuant to a shareholder rights plan, "poison pill" or similar plan or
arrangement and options or rights granted to each holder of Class A Common
Stock), securities of the Corporation or another issuer (excluding securities
for which adjustment is made under paragraph (vi)(d)(1) or paragraph (vi)(d)(2))
or other property or assets, including, without limitation, any such
distribution made in connection with a consolidation or merger in which the
Corporation is the resulting or surviving corporation), at a rate per share (and
in the type of property) equal to the



amount of any dividend or distribution (and in the same type of property) as
that declared or made on any shares (including, without limitation, Class A
Common Stock) into which one share of Series 2003 Preferred Stock may be
converted pursuant to paragraph (vi) below on the record date for such dividend
or distribution. Any such dividend or distribution shall be paid to the holders
of shares of Series 2003 Preferred Stock at the same time such dividend or
distribution is made to the holders of the shares of Class A Common Stock. No
dividend or distribution shall be declared or made on any shares of Class A
Common Stock unless any dividend or distribution required to be declared or made
under the first sentence of this paragraph is previously or simultaneously
declared or made. Dividends and distributions shall be cumulative from and after
the date of issuance of such shares of Series 2003 Preferred Stock, but any
arrearage in payment shall not pay interest.

                  (iii) VOTING RIGHTS.

                        (a) Except as otherwise required by law or as set forth
in paragraph (b), the holders of shares of Series 2003 Preferred Stock shall not
be entitled or permitted to vote on any matter required or permitted to be voted
upon by the shareholders of the Corporation.

                        (b) Unless the consent or approval of a greater number
of shares shall then be required by law, the affirmative vote of the holders of
at least 66-2/3 % of the outstanding shares of Series 2003 Preferred Stock,
voting separately as a single class, in person or by proxy, at a special or
annual meeting of shareholders called for the purpose, shall be necessary to (i)
authorize the issuance after the Issue Date of any class of capital stock that
will rank as to payment of dividends or rights on liquidation, dissolution or
winding up of the Corporation senior to the Series 2003 Preferred Stock, (ii)
authorize, adopt or approve an amendment to the certificate of incorporation
that would increase or decrease the par value or stated value of the shares of
Series 2003 Preferred Stock, or (iii) amend, alter or repeal the certificate of
incorporation so as to affect the shares of Series 2003 Preferred Stock
adversely or (iv) effect the voluntary liquidation, dissolution or winding up of
the Corporation; provided, however, that no separate vote of the holders of
Series 2003 Preferred Stock shall be required to effect any of the transactions
described in clause (iv) above unless such transaction would either require a
class vote pursuant to clause (i), (ii) or (iii) above or would require a vote
by any shareholders of the Corporation.

                        (iv) REDEMPTION. The shares of Series 2003 Preferred
Stock shall not be redeemed or subject to redemption, whether at the option of
the Corporation or any holder thereof, or otherwise.

                        (v) ACQUIRED SHARES. Any shares of Series 2003 Preferred
Stock converted, exchanged, redeemed, purchased or otherwise acquired by the
Corporation or any of its subsidiaries in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares of Series
2003 Preferred Stock shall upon their cancellation become authorized but
unissued shares of Class A Preferred Stock and, upon the filing of an
appropriate certificate with the Department of State of the State of New York,
may be reissued as part of another series of Class A Preferred Stock subject to
the conditions or restrictions on


                                      -2-


issuance set forth herein, but in any event may not be reissued as shares of
Series 2003 Preferred Stock unless all of the shares of Series 2003 Preferred
Stock issued on the Issue Date shall have already been converted or exchanged.

                  (vi)   CONVERSION.

                        (a) Any holder of Series 2003 Preferred Stock shall have
the right, as its option, at any time (but subject to the provisions of
paragraph (vi)(b)) to convert, subject to the terms and provisions of this
paragraph (vi), any or all of such holder's shares of Series 2003 Preferred
Stock into such number of fully paid and nonassessable shares of Class A Common
Stock as is equal to the product of the number of shares of Series 2003
Preferred Stock being so converted multiplied by the quotient of (i) the Stated
Value divided by (ii) the conversion price of $15.50 per share, subject to
adjustment as provided in paragraph (vi)(d) (the "Conversion Price"), then in
effect. Upon initial issuance of the Series 2003 Preferred Stock, without the
effect of any adjustment required under paragraph (vi)(d), the foregoing
procedure will result in the issuance of one share of class A Common Stock on
conversion of each share of Series 2003 Preferred Stock. Such conversion right
shall be exercised by the surrender of the shares of Series 2003 Preferred Stock
to be converted to the Corporation at any time during usual business hours at
its principal place of business to be maintained by it, accompanied by written
notice that the holder elects to convert such shares and specifying the name or
names (with addresses) in which a certificate or certificates for shares of
Class A Common Stock are to be issued and (if so required by the Corporation) by
a written instrument or instruments of transfer in form reasonably satisfactory
to the Corporation duly executed by the holder or its duly authorized legal
representative and transfer tax stamps or funds therefor, if required pursuant
to paragraph (vi)(k). All shares of Series 2003 Preferred Stock surrendered for
conversion shall be delivered to the Corporation for cancellation and canceled
by it and no shares shall be issued in lieu thereof except as permitted by
paragraph (v) above.

                        (b) As promptly as practicable after the surrender, as
herein provided, of any shares of Series 2003 Preferred Stock for conversion
pursuant to paragraph (vi)(a), the Corporation shall deliver to or upon the
written order of the holder of the shares so surrendered a certificate or
certificates representing the number of fully paid non-assessable shares of
Class A Common Stock into which such shares may be or have been converted in
accordance with the provisions of this paragraph (vi). Subject to the following
provisions of this paragraph and of paragraph (vi)(d), such conversion shall be
deemed to have been made immediately prior to the close of business on the date
that such shares shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the Class A Common
Stock deliverable upon conversion of such shares shall be treated for all
purposes as having become the record holder or holders of such Class A Common
Stock at such time.

                        (c) To the extent permitted by law, when shares of
Series 2003 Preferred Stock are converted, all unpaid dividends (whether or not
currently payable) on the Series 2003 Preferred Stock so converted to the date
of conversion shall be immediately due and payable and must accompany the shares
of the Class A Common Stock issued upon such conversion.


                                      -3-


                        (d) The Conversion Price shall be subject to adjustment
as follows:

                            (1) In case the Corporation shall at any time or
from time to time (A) pay a dividend or make a distribution on the outstanding
shares of Class A Common Stock in Class A Common Stock, (B) sub-divide the
outstanding shares of Class A Common Stock into a larger number of shares, (C)
combine the outstanding shares of Class A Common Stock into a smaller number of
shares or (D) issue any shares of its capital stock in a reclassification of the
Class A Common Stock, then, and in each such case, the Conversion Price in
effect immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that the holder of any
share of Series 2003 Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the number of shares of Class A Common Stock or other
capital stock of the Corporation that such holder would have owned or would have
been entitled to receive upon or by reason of any of the events described above,
had such share of Series 2003 Preferred Stock been converted immediately prior
to the occurrence of such event. An adjustment made pursuant to this paragraph
(vi)(d)(1) shall become effective retroactively (A) in the case of any such
dividend or distribution, to the opening of business on the day immediately
following the close of business on the record date for the determination of
holders of Class A Common Stock entitled to receive such dividend or
distribution or (B) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which such corporate
action becomes effective.

                            (2) In case the Corporation shall at any time or
from time to time issue or sell shares of Class A Common Stock or Class B Common
Stock (or securities convertible into or exchangeable for shares of Class A
Common Stock or Class B Common Stock), or any options, warrants or other rights
to acquire shares of Class A Common Stock or Class B Common Stock (other than
(x) options granted to any employee or director of the Corporation pursuant to a
stock option plan approved by the shareholders of the Corporation, (y) options,
warrants or rights granted to each holder of Class A Common Stock or (z) rights
issued pursuant to a shareholder right plans, "poison pill" or similar
arrangement that complies with paragraph (vi)(j)) for a consideration per share
less than the Current Market Price at the record date or issuance date, as the
case may be (the "Date"), referred to in the following sentence (treating the
price per share of any security convertible or exchangeable or exercisable into
Class A Common Stock and/or Class B Common Stock as equal to (A) the sum of the
price for such security convertible, exchangeable or exercisable into Class A
Common Stock and/or Class B Common Stock plus any additional consideration
payable (without regard to any anti-dilution adjustments) upon the conversion,
exchange or exercise of such security into Class A Common Stock and/or Class B
Common Stock divided by (B) the number of shares of Class A Common Stock and/or
Class B Common Stock initially underlying such convertible, exchangeable or
exercisable security), other than issuances or sales for which an adjustment is
made pursuant to another paragraph of this paragraph (vi)(d), then, and in each
case, the Conversion Price then in effect shall be adjusted by dividing the
Conversion Price in effect on the day immediately prior to the Date by a
fraction (x) the numerator of which shall be the sum of the numbers of shares of
Class A Common Stock and Class B Common Stock outstanding immediately prior to
the Date plus the number of additional shares of Class A Common Stock



                                      -4-


and Class B Common Stock issued or to be issued (or the maximum number into
which such convertible or exchangeable securities initially may convert or
exchange or for which such options, warrants or other right initially may be
exercised) and (y) the denominator of which shall be the sum of the number of
shares of Class A Common Stock and Class B Common Stock outstanding immediately
prior to the Date plus the number of shares of Class A Common Stock and Class B
Common Stock that the aggregate consideration (if any of such aggregate
consideration is other than cash, as valued by the Board of Directors including
a majority of the directors who are not officers or employees of the Corporation
or any of its subsidiaries, which determination shall be conclusive and
described in a resolution of the Board of Directors) for the total number of
such additional shares of Class A Common Stock and/or Class B Common Stock so
issued (or into which such convertible or exchangeable securities may convert or
exchange for which such options, warrants or other rights may be exercised plus
the aggregate amount of any additional consideration initially payable upon
conversion, exchange or exercise of such security) would purchase at the Current
Market Price. Such adjustment shall be made whenever such shares, securities,
options, warrants or other rights are issued, and shall become effective
retroactively to a date immediately following the close of business (i) in the
case of issuance to shareholders of the Corporation, as such, on the record date
for the determination of shareholders entitled to receive such shares,
securities, options, warrants or other rights and (ii) in all other cases, on
the date (the "Issuance Date") of such issuance; provided, however, that the
determination as to whether an adjustment is required to be made pursuant to
this paragraph (vi)(d)(2) shall only be made upon the issuance of such shares or
such convertible or exchangeable securities, options, warrants or other rights,
and not upon the issuance of the security into which such convertible or
exchangeable security converts or exchanges, or the security underlying such
options, warrants or other right.

                            (3) In case the Corporation or any subsidiary
thereof shall, at any time or from time to time while any of the Series 2003
Preferred Stock is outstanding, make a Pro Rata Repurchase, the Conversion Price
shall be adjusted by dividing the Conversion Price in effect immediately prior
to such action by a fraction (which in no event shall be less than one), the
numerator of which shall be the product of (i) the number of shares of Class A
Common Stock and Class B Common Stock outstanding immediately before such Pro
Rata Repurchase minus the number of shares of Class A Common Stock and Class B
Common Stock repurchased in such Pro Rata Repurchase and (ii) the Current
Modified Market Price as of the day immediately preceding the first public
announcement by the Corporation of the intent to effect such Pro Rata
Repurchase, and the denominator of which shall be (i) the product of (x) the
number of shares of Class A Common Stock and Class B Common Stock outstanding
immediately before such Pro Rata Repurchase and (y) the Current Modified Market
Price as of the day immediately preceding the first public announcement by the
Corporation of the intent to effect such Pro Rata Repurchase minus (ii) the
aggregate purchase price of the Pro Rata Repurchase.

                            (4) In case the Corporation at any time or from time
to time shall take any action affecting its Class A Common Stock, other than an
action described in any of paragraph (vi)(d)(1) through paragraph (vi)(d)(3),
inclusive, or paragraph (vi)(g), then, the Conversion Price shall be adjusted in
such manner and at such time as the Board of Directors of the Corporation in
good faith determines to be equitable in the circumstances



                                      -5-


(such determinations to be evidenced in a resolution, a certified copy of which
shall be mailed to the holders of the Series 2003 Preferred Stock).

                            (5) The Corporation may make such reductions in the
Conversion Price, in addition to those required by subparagraphs (1) through (4)
of this paragraph (vi)(d), as the Board of Directors considers to be advisable
in order to avoid or to diminish any income tax to holders of Class A Common
Stock or rights to purchase Class A Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.

                            (6) Notwithstanding anything herein to the contrary,
no adjustment of the Conversion Price shall be required pursuant to this
paragraph (vi)(c) by reason of the initial issuance or sale of any of the
967,742 authorized shares of Series 2003 Preferred Stock.

                            (7) Notwithstanding anything herein to the contrary,
no adjustment under this paragraph (vi)(c) need to be made to the Conversion
Price unless such adjustment would require an increase or decrease of at least 1
% of the Conversion Price then in effect. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment, which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease of at least 1 % of such
Conversion Price. Any adjustment to the Conversion Price carried forward and not
theretofore made shall be made immediately prior to the conversion of any shares
of Series 2003 Preferred Stock pursuant hereto; provided, however, that any such
adjustment shall in any event be made no later than one year after the
occurrence of the event giving rise to such adjustment.

                        (e) Upon any increase or decrease in the Conversion
Price, then, and in each such case, the Corporation promptly shall deliver to
each registered holder of Series 2003 Preferred Stock at least ten Business Days
prior to effecting any of the foregoing transactions a certificate, signed by
the President or a Vice President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the Corporation, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated and specifying the increased or decreased
Conversion Price then in effect following such adjustment.

                        (f) No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of any shares of Series
2003 Preferred Stock. If more than one share of Series 2003 Preferred Stock
shall be surrendered for conversion at one time by the same holder, the number
of full shares of Class A Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate Stated Value of the shares of Series 2003
Preferred Stock so surrendered. If the conversion of any share or shares of
Series 2003 Preferred Stock results in a fraction, an amount equal to such
fraction multiplied by the Current Market Price of the Class A Common Stock on
the Business Day preceding the day of conversion shall be paid to such holder in
cash by the Corporation on the date of issuance of the certificates representing
the shares by the Corporation upon such conversion.




                                      -6-


                        (g) In case of any capital reorganization or
reclassification or other change of outstanding shares of Class A Common Stock,
or in case of any consolidation or merger of the Corporation with or into
another Person (other than a consolidation or merger in which the Corporation is
the resulting or surviving Person and which does not result in any
reclassification or change of outstanding Class A Common Stock), or in case of
any sale or other disposition to another Person of all or substantially all of
the assets of the Corporation (any of the foregoing, a "Transaction"), the
Corporation, or such successor or purchasing Person, as the case may be, shall
execute and deliver to each holder of Series 2003 Preferred Stock at least ten
Business Days prior to effecting any of the foregoing Transactions a certificate
that the holder of each share of Series 2003 Preferred Stock then outstanding
shall have the right hereafter to convert such share of Series 2003 Preferred
Stock into the kind and amount of shares of stock or other securities (of such
Corporation or another issuer) or property or cash receivable upon such
Transaction by a holder of the number of shares of Class A Common Stock into
which such share of Series 2003 Preferred Stock could have been converted
immediately prior to such transaction. Such certificate shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this paragraph (vi). If, in the case of any such
Transaction, the stock, other securities, cash or property receivable thereupon
by a holder of Class A Common Stock includes shares of stock or other securities
of a Person other than the successor or purchasing Person and other than the
Corporation, which controls or is controlled by the successor or purchasing
Person or which, in connection with such Transaction, issues, stock securities,
other property or cash to holders of Class A Common Stock, then such certificate
also shall be executed by such Person, and such Person shall, in such
certificate, specifically acknowledge the obligations of such successor or
purchasing Person and acknowledge its obligations to issue such stock,
securities, other property or cash to the holders of the Series 2003 Preferred
Stock upon conversion of the shares of Series 2003 Preferred Stock as provided
above. The provisions of this paragraph (vi) and any equivalent thereof in any
such certificate similarly shall apply to successive Transactions.

                        (h) In case at any time or from time to time:

                            (1) the Corporation shall authorize the granting to
the holders of its Class A Common Stock of rights or warrants to subscribe for
or purchase any shares of stock of any class or of any other rights or warrants;

                            (2) there shall be any reclassification of the Class
A Common Stock (other than a subdivision or combination of the outstanding Class
A Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or any consolidation or merger to which the
Corporation is a party and for which approval of any shareholders of the
Corporation is required, or any sale or other disposition of all or
substantially all of the assets of the Corporation; or

                            (3) the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation shall mail to each holder of shares of Series 2003
Preferred Stock at such holder's address as it appears on the transfer books of
the Corporation, at least 20 days prior to



                                      -7-


the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such rights or warrants or, if
a record is not to be taken, the date as of which the holders of Class A Common
Stock of record to be entitled to such rights are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective. Such
notice also shall specify the date as of which it is expected that holders of
Class A Common Stock of record shall be entitled to exchange their Class A
Common Stock for shares of stock or other securities or property or cash
deliverable upon such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

                        (i) The Corporation shall at all times reserve and keep
available for issuance upon the conversion of the Series 2003 Preferred Stock,
such number of its authorized but unissued shares of Class A Common Stock as
will from time to time be sufficient to permit the conversion of all outstanding
shares of Series 2003 Preferred Stock.

                        (j) The Corporation shall not adopt a shareholder rights
plan, "poison pill" or similar arrangement unless such plan or arrangement shall
provide that each holder of a share of Series 2003 Preferred Stock shall be
entitled to receive thereunder rights for each share of Class A Common Stock
that may be issued upon conversion of such share of Series 2003 Preferred Stock
in an amount equal to the amount of rights issued with respect to each
outstanding share of Class A Common Stock pursuant to such plan.

                        (k) The issuance or delivery of certificates for Class A
Common Stock upon the conversion of shares of Series 2003 Preferred Stock shall
be made without charge to the converting holder of shares of Series 2003
Preferred Stock for such certificates or for any tax in respect of the issuance
or delivery of such certificates or the securities represented thereby, and such
certificates shall be issued or delivered in the respective names of, or in such
names as may be directed by, the holders of the shares of Series 2003 Preferred
Stock converted; provided, however, that the Corporation shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate in a name other than that of the
holder of the shares of Series 2003 Preferred Stock converted, and the
Corporation shall not be required to issue or deliver such certificates unless
or until the Person or Persons requesting the issuance or delivery thereof shall
have paid to the Corporation the amount of such tax or shall have established to
the reasonable satisfaction of the Corporation that such tax has been paid.

                        (l) To the extent that pursuant to the terms of this
paragraph (vi), the Series 2003 Preferred Stock is convertible into any
securities or property other than Class A Common Stock, then for purposes of
this Article 4(d)(G), references to Class A Common Stock shall be deemed
appropriately amended to refer to such other securities or property.

                  (vii) DEFINITIONS. As used in this Article 4(d)(G), the
following terms shall have the meanings indicated:

                        (a) An "Affiliate" of, or a person "affiliated" with a
specified



                                      -8-


Person, means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified. The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct or
indirect, 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.

                        (b) "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law or executive order to close.

                        (c) "Current Market Price" per share shall mean, on any
date specified herein for the determination thereof, (A) the average daily
Market Price of the Class A Common Stock for those days during the period
commencing not more than 30 days before, and ending not later than such date, on
which the national securities exchanges were open for trading or the Class A
Common Stock was quoted in the over-the-counter market, and (B) if the Class A
Common Stock is not then listed or admitted to trading on any national
securities exchange or quoted in the over-the-counter market, the Market Price
on such date.

                        (d) "Current Modified Market Price" per share shall
mean, on any date specified herein for the determination thereof, (A) the
average daily Modified Market Price of the Class A Common Stock for those days
during the period commencing not more than 30 days before, and ending not later
than such date, on which the national securities exchanges were open for trading
or the Class A Common Stock was quoted in the over-the-counter market, and (B)
if the Class A Common Stock is not then listed or admitted to trading on any
national securities exchange or quoted in the over-the-counter market, the
Modified Market Price on such date.

                        (e) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission thereunder.

                        (f) "Fair Market Value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.

                        (g) "Issue Date" shall mean the first date on which
shares of Series 2003 Preferred Stock are issued.

                        (h) "Market Price" shall mean, per share of Class A
Common Stock, on any date specified herein: (a) the closing price per share of
the Class A Common Stock on such date published in The Wall Street Journal or,
if no such closing price on such date is published in The Wall Street Journal,
the closing bid price on such date, as officially reported on the principal
national. securities exchange on which the Class A Common Stock is then listed
or admitted to trading; or (b) if the Class A Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the NASD, the last trading price of the Class
A Common Stock on such date; or (c) if there shall



                                      -9-


have been no trading on such date or if the Class A Common Stock is not so
designated, the reported closing bid price of the Class A Common Stock, on such
date as shown by the Nasdaq National Market or other over-the-counter market and
reported by any member firm of the New York Stock Exchange selected by the
Corporation; or (d) if none of (a), (b) or (c) is applicable, a market price per
share determined at the Corporation's expense by a nationally recognized
appraiser chosen by the holders of a majority of the shares of Series 2003
Preferred Stock and approved by the Corporation, which approval shall not be
unreasonably withheld. If no such appraiser is chosen more than 20 Business Days
after notice of the necessity of such calculation shall have been delivered by
the Corporation to the holders of Series 2003 Preferred Stock, then the
appraiser shall be chosen by the Corporation.

                        (i) "Modified Market Price" shall mean, per share of
Class A Common Stock, on any date specified herein: (a) the closing price per
share of the Class A Common Stock on such date published in THE WALL STREET
JOURNAL or, if no such closing price on such date is published in THE WALL
STREET JOURNAL, the closing asked price on such date, as officially reported on
the principal national securities exchange on which the Class A Common Stock is
then listed or admitted to trading; or (b) if the Class A Common Stock is not
then listed or admitted to trading on any national securities exchange but is
designated as a national market system security by the NASD, the last trading
price of the Class A Common Stock on such date; or (c) if there shall have been
no trading on such date or if the Class A Common Stock is not so designated, the
reported closing asked price of the Class A Common Stock on such date as shown
by the Nasdaq National Market or other over-the-counter market and reported by
any member firm of the New York Stock Exchange selected by the Corporation; or
(d) if none of (a), (b) or (c) is applicable, a market price per share
determined at the Corporation's expense by a nationally recognized appraiser
chosen by the holders of a majority of the shares of Series 2003 Preferred Stock
and approved by the Corporation, which approval shall not be unreasonably
withheld. If no such appraiser is chosen more than 20 Business Days after notice
of the necessity of such calculation shall have been delivered by the
Corporation to the holders of Series 2003 Preferred Stock, then the appraiser
shall be chosen by the Corporation.

                        (j) "NASD" shall mean the National Association of
Securities Dealers, Inc.

                        (k) "Person" shall mean any individual, firm,
corporation, partnership, limited liability company or partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or any agency or political subdivision thereof) or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.

                        (l) "Pro Rata Repurchase" shall mean any purchase of
shares of Class A Common Stock or Class B Common Stock by the Corporation or by
any of its subsidiaries whether for cash, shares of capital stock of the
Corporation, other securities of the Corporation, evidences of indebtedness of
the Corporation or any other Person or any other property (including, without
limitation, shares of capital stock, other securities or evidences of
indebtedness of a subsidiary of the Corporation), or any combination thereof,
effected while any of the shares of Series 2003 Preferred Stock are outstanding,
which purchase is subject to Section



                                      -10-


13(e) of the Exchange Act or is made pursuant to an offer made available to all
holders of Class A Common Stock or Class B Common Stock.

     FOURTH: Article 7 of the certificate of incorporation is amended to change
the office of the Corporation. To accomplish this, Article 7 of the certificate
of incorporation is hereby amended to read in its entirety as follows:

                           7. The office of the Corporation shall be located in
                  the Town of Marion, County of Wayne, New York, and the address
                  to which the Secretary of State shall mail a copy of process
                  in any action or proceeding against the Corporation that may
                  be served upon the Secretary of State is 3736 South Main
                  Street, Marion, New York 14505.

         IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Amendment to be executed this _______ day of _______________, 2003 and affirm
that the statements made herein are true under penalty of perjury.

                                        SENECA FOODS CORPORATION


                                        By:________________________________
                                             Name:  Kraig H. Kayser
                                             Title: President

                                        By:________________________________
                                             Name:  Jeffrey L. Van Riper
                                             Title:  Secretary




                                      -11-

EX-10.3

                                                                    EXHIBIT 10.3






                          REGISTRATION RIGHTS AGREEMENT


                                     between


                            Seneca Foods Corporation


                                       and


                             Friday Holdings, L.L.C.





                         Dated as of _____________, 2003











                                TABLE OF CONTENTS


                                                                                    Page
                                                                                
1.       Background...................................................................1

2.       Registration Under Securities Act, etc.......................................1
         2.1      Registration on Request.............................................1
         2.2      Incidental Registration.............................................3
         2.3      Registration Procedures.............................................5
         2.4      Underwritten Offerings..............................................8
         2.5      Preparation; Reasonable Investigation...............................9
         2.6      Limitations, Conditions and Qualifications to Obligations
                  under Registration Covenants........................................9
         2.7      Indemnification.....................................................9

3.       Definitions.................................................................12

4.       Rule 144....................................................................15

5.       Amendments and Waivers......................................................15

6.       Nominees for Beneficial Owners..............................................15

7.       Notices.....................................................................16

8.       Assignment..................................................................16

9.       Calculation of Percentage Interests in Registrable Securities...............16

10.      No Inconsistent Agreements..................................................16

11.      Remedies....................................................................17

12.      Severability................................................................17

13.      Entire Agreement............................................................17

14.      Headings....................................................................17

15.      Governing Law...............................................................17

16.      Counterparts................................................................17

17.      Termination.................................................................17






         REGISTRATION RIGHTS AGREEMENT, dated as of _______________, 2003
between Seneca Foods Corporation, a New York corporation (the "Company"), and
Friday Holdings, L.L.C., a Delaware limited liability company ("Friday").

         The parties hereby agree as follows:

         1. BACKGROUND. The Company and Friday are among the parties to
the Purchase Agreement dated as of March 6, 2003 (the "Purchase Agreement"),
pursuant to which Friday is receiving on the date hereof 967,742 shares of
Convertible Preferred Stock Series 2003 of the Company (the "Shares").

         2. REGISTRATION UNDER SECURITIES ACT, ETC.

         2.1 Registration on Request.

               (a) REQUEST. At any time after January 1, 2004, upon the written
request of one or more holders (the "Initiating Holders") of Registrable
Securities holding at least 25% of the Registrable Securities (assuming the
conversion of the Shares into Class A Common Stock) that the Company effect the
registration under the Securities Act of all or part of such Initiating Holders*
Registrable Securities, the Company promptly will give written notice of such
requested registration to all registered holders of Registrable Securities, and
thereupon the Company will use its best efforts to effect, at the earliest
possible date, the registration under the Securities Act, of

                    (i) the Registrable Securities which the Company has been so
requested to register by such Initiating Holders, and

                    (ii) all other Registrable Securities which the Company has
been requested to register by the holders thereof (such holders together with
the Initiating Holders hereinafter are referred to as the "Selling Holders") by
written request given to the Company within 30 days after the giving of such
written notice by the Company, all to the extent necessary to permit the
disposition of the Registrable Securities so to be registered.

               (b) REGISTRATION OF OTHER SECURITIES. Whenever the Company shall
effect a registration pursuant to this Section 2.1, no securities other than
Registrable Securities shall be included among the securities covered by such
registration unless the Selling Holders of not less than 66-2/3% of all
Registrable Securities (assuming the conversion of the Shares into Class A
Common Stock) to be covered by such registration shall have consented in writing
to the inclusion of such other securities.

               (c) REGISTRATION STATEMENT FORM. Registrations under this Section
2.1 shall be on such appropriate registration form of the Commission as shall be
reasonably selected by the Company; provided that, upon the request of the
Selling Holders, the Company shall effect such registration pursuant to Rule 415
under the Securities Act.






               (d) EFFECTIVE REGISTRATION STATEMENT. A registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected (i)
unless a registration statement with respect thereto has become effective and
remained effective in compliance with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement until such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof set forth in such registration statement (unless
the failure to so dispose of such Registrable Securities shall be caused solely
by reason of a failure on the part of the Selling Holders); provided, that such
period, except with respect to a registration pursuant to Rule 415 under the
Act, need not exceed 135 days, (ii) if, after it has become effective, such
registration is interfered with by any stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason not attributable solely to the Selling Holders, or (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied or waived, other
than solely by reason of a failure on the part of the Selling Holders.

               (e) SELECTION OF UNDERWRITERS. The underwriter or underwriters of
each underwritten offering of the Registrable Securities so to be registered
shall be selected by the Selling Holders of more than 50% of the Registrable
Securities (assuming the conversion of the Shares into Class A Common Stock) to
be included in such registration and shall be reasonably acceptable to the
Company.

               (f) PRIORITY IN REQUESTED REGISTRATION. If the managing
underwriter of any underwritten offering shall advise the Company (and the
Company shall so advise each Selling Holder of Registrable Securities requesting
registration of such advice) that, in its opinion, the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering within a price range acceptable to the Selling Holders of
66-2/3% of the Registrable Securities (assuming the conversion of the Shares
into Class A Common Stock) requested to be included in such registration, the
Company, except as provided in the following sentence, will include in such
registration, to the extent of the number and type which the Company is so
advised can be sold in such offering, first, Registrable Securities requested to
be included in such registration, pro rata (based on the number of Registrable
Securities held by each of the Selling Holders) among the Selling Holders
requesting such registration, second, all securities proposed to be sold by the
Company for its own account, and third, any Third Party Securities requested to
be included in such registration. Notwithstanding the foregoing, if the total
number of Registrable Securities requested to be included in any registration
cannot be included, holders of Registrable Securities requesting registration
thereof pursuant to Section 2.1, representing not less than 50% of the
Registrable Securities (assuming the conversion of the Shares into Class Common
Stock) with respect to which registration has been requested, shall have the
right to withdraw the request for registration of all such Registrable
Securities by giving written notice to the Company within 20 days after receipt
of the notice from the managing underwriter described above by the Company and,
in the event of such withdrawal,






                                       2


such request for all Registrable Securities shall not be counted for purposes of
the requests for registration to which holders of Registrable Securities are
entitled pursuant to Section 2.1 hereof.

               (g) LIMITATIONS ON REGISTRATION REQUESTS. Notwithstanding
anything in this Section 2.1 to the contrary, in no event will the Company be
required to (i) effect more than two (2) registrations under this Section 2.1,
(ii) effect a registration pursuant to this Section 2.1 within the six-month
period occurring immediately subsequent to the effectiveness (within the meaning
of Section 2.1(d)) of a registration statement filed pursuant to this Section
2.1, unless a majority of the Disinterested Directors determines that effecting
a second registration within the six-month period would not have a material
adverse effect on the market price of the Common Stock, (iii) effect a
registration with respect to any class of Registrable Securities pursuant to
Section 2.1 covering less than forty percent (40%) of the Registrable Securities
(assuming the conversion of the Shares into Class A Common Stock), or (iv) all
Registrable Securities can be sold without restriction (including any
restriction on volume or as to manner of sale) pursuant to Rule 144 under the
Securities Act.

               (h) EXPENSES. The Selling Holders will pay all Registration
Expenses in connection with any registrations requested pursuant to this Section
2.1, allocated pro rata (based on the number and type of Registrable Securities
of each of the Selling Holders included in the registration under this Section
2.1) and all other fees and expenses, if any, incident to the Company*s
performance of or compliance with Section 2.1 incurred by the Company (other
than compensation of its employees and other overhead costs); provided, however,
that if a registration is withdrawn under Section 2.6, then the Company will pay
all expenses related to such registration incident to its performance of or
compliance with Section 2.1 (including all Registration Expenses); and provided
further, that if a registration under Section 2.1 includes any securities other
than the Registrable Securities, the Company will pay all expenses related to
such registration incident to its performance of or compliance with this Section
2.1 (including all Registration Expenses other than Fee Expenses) and the
Selling Holders will pay all Fee Expenses allocated pro rata (based on the
number and type of Registrable Securities of each of the Selling Holders
included in the registration under this Section 2.1).

         2.2 Incidental Registration.

               (a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. If the Company at
any time proposes to register any of its Common Stock or any other class of
Registrable Securities or other securities convertible into or exchangeable for
shares of its Common Stock or any other class of Registrable Securities under
the Securities Act by registration on any form other than Forms S-4 or S-8 (or
any successor forms), whether or not for sale for its own account, it will each
such time give prompt written notice to all registered holders of Registrable
Securities of its intention to do so and of such holders* rights under this
Section 2.2. Upon the written request of any such holder (a "Requesting Holder")
made as promptly as practicable and in any event within 30 days after the
receipt of any such notice from the Company (which request shall specify the
Registrable Securities intended to he disposed of by such Requesting Holder),
the Company shall use





                                       3


its best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
the Requesting Holders thereof; provided, that prior to the effective date of
the registration statement filed in connection with such registration,
immediately upon notification to the Company from the managing underwriter of
the price at which such securities are to be sold, if such price is below the
price which any Requesting Holder shall have indicated to be acceptable to such
Requesting Holder, the Company shall so advise such Requesting Holder of such
price, and such Requesting Holder shall then have the right to withdraw its
request to have its Registrable Securities included in such registration
statement; provided, further, however, that if, at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each Requesting Holder of Registrable Securities
and (x) in the case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration, without prejudice, however, to the rights of any holder or holders
of Registrable Securities entitled to do so to cause such registration to be
effected as a registration under Section 2.1, and (y) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities, for the same period as the delay in registering such
other securities. No registration effected under this Section 2.2 shall relieve
the Company of its obligation to effect any registration upon request under
Section 2.1.

               (b) PRIORITY IN INCIDENTAL REGISTRATIONS. If the managing
underwriter of any underwritten offering shall inform the Company by letter of
its opinion that the number or type of Registrable Securities and Third Party
Securities requested to be included in such registration would materially
adversely affect such offering, and the Company has so advised the Requesting
Holders in writing, then the Company will include in such registration, to the
extent of the number and type which the Company is so advised can be sold in (or
during the time of) such offering, first, all securities proposed by the Company
to be sold for its own account, second, such Registrable Securities requested to
be included in such registration pursuant to this Agreement, pro rata (based on
the number of Registrable Securities requested to be included therein by each
Selling Holder) among such Selling Holders and third, any Third Party
Securities.

               (c) EXPENSES. The Company will pay all fees and expenses incident
to its performance of or compliance with this Section 2.2 (other than Fee
Expenses) and the Requesting Holders will pay all Fee Expenses, allocated pro
rata (based on the number and type of Registrable Securities of each of the
Requesting Holders included in the registration under this Section 2.2);
provided, however, that if any Registrable Securities are withdrawn from a
registration pursuant to Section 2.2(a) or (b), then the Company shall pay all
Fee Expenses related to such Registrable Securities.

               (d) PILLSBURY AND MARKS REGISTRATION. Notwithstanding anything
contained herein to the contrary, (i) Friday shall have no rights to participate
in



                                       4


any registration of the Company*s securities occurring at the request of The
Pillsbury Company or its successor in interest, General Mills Operations, Inc.
("Pillsbury") pursuant to the terms of the Purchase and Registration Rights
Agreement, dated as of March 15, 1996, as amended, between the Company and
Pillsbury or at the request of any of the parties to the Registration Rights
Agreement dated as of June 22, 1998 among the Company, Carl Marks Strategic
Investments, L.P. and several of its affiliates pursuant to the terms of such
Agreement (collectively "Marks), and (ii) Friday's rights under this Section 2.1
shall in all respects be subordinate to the rights of Pillsbury and Marks under
the agreements referred to in the previous clause except as Marks, the Company
and the Holders may otherwise agree.

         2.3 REGISTRATION PROCEDURES. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 2.1 and 2.2, the
Company will, as expeditiously as possible:

               (i) prepare and (as promptly as practicable, but in any event
within 60 days after the request for registration is given to the Company) file
with the Commission the requisite registration statement to effect such
registration and thereafter use its best efforts to cause such registration
statement to become effective; provided, however, that the Company may
discontinue any registration of its securities which are not Registrable
Securities (and, under the circumstances specified in Section 2.2(b),
Registrable Securities) at any time prior to the effective date of the
registration statement relating thereto;

               (ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective in
accordance with Section 2.1(d)(i) hereof and to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities
covered by such registration statement until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof set forth in such
registration statement; provided, that except with respect to any such
registration statement filed pursuant to Rule 415 under the Securities Act, such
period need not exceed 135 days, and, for any registration statement filed
pursuant to such Rule 415, such period shall not exceed two years.;

               (iii) furnish to each seller of Registrable Securities covered by
such registration statement, such number of conformed copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits), such number of copies of the prospectus
contained in such registration statement (including each preliminary prospectus
and any summary prospectus) and any other prospectus filed under Rule 424 under
the Securities Act, in conformity with the requirements of the Securities Act,
and such other documents, as such seller may reasonably request;




                                       5


               (iv) use commercially reasonable efforts (x) to register or
qualify all Registrable Securities and other securities covered by such
registration statement under such other securities or blue sky laws of such
States of the United States of America where an exemption is not available and
as the sellers of Registrable Securities covered by such registration statement
shall reasonably request, (y) to keep such registration or qualification in
effect for so long as such registration statement remains in effect and (z) to
take any other action which may be reasonably necessary or advisable to enable
such sellers to consummate the disposition in such jurisdictions of the
securities to be sold by such sellers, except that the Company shall not for any
such purpose be required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but for the requirements of
this subdivision (iv) be obligated to be so qualified or to consent to general
service of process in any such jurisdiction;

               (v) use commercially reasonable efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or authorities as
may be necessary in the reasonable opinion of counsel to the Company and counsel
to the seller or sellers of Registrable Securities to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities;

               (vi) furnish at the effective date of such registration statement
to each seller of Registrable Securities, and each such seller*s underwriters,
if any, a signed counterpart of:

                    (x) an opinion of counsel for the Company, dated the
                    effective date of such registration statement and, if
                    applicable, the date of the closing under the underwriting
                    agreement, and

                    (y) a "comfort" letter signed by the independent public
                    accountants who have certified the Company*s financial
                    statements included or incorporated by reference in such
                    registration statement,

covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
accountants* comfort letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in opinions of issuer*s
counsel and in accountants* comfort letters delivered to the underwriters in
underwritten public offerings of securities and, in the case of the accountants*
comfort letter, such other financial matters, and, in the case of the legal
opinion, such other legal matters, as the underwriters may reasonably request;

               (vii) notify each seller of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, upon discovery that, or upon
the happening of any




                                       6


event as a result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, in the light of the circumstances
under which they were made, and at the request of any such seller promptly
prepare and furnish to it a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the Seller of such Registrable Securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made;

               (viii) otherwise use commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission and, if requested by
any underwriter for the Holders, make available to its security holders, as soon
as reasonably practicable (but not more than 18 months after the effective date
of such registration statement), an earnings statement covering the period of at
least 12 months beginning with the first full calendar month after the effective
date of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 promulgated
thereunder;

               (ix) provide and cause to be maintained a transfer agent and
registrar (which, in each case, may be the Company) for all Registrable
Securities covered by such registration statement from and after a date not
later than the effective date of such registration;

               (x) use commercially reasonable efforts to cause all Registrable
Securities covered by such registration statement either (a) to be listed on any
national securities exchange on which Registrable Securities of the same class
covered by such registration statement are then listed or (b) to be approved for
quotation on the NASDAQ National Market or any other over the counter market on
Registrable Securities of the same class covered by any such registration
statement are then quoted, and, if no such Registrable Securities are so listed
or quoted, either (x) on any national securities exchange on which the Common
Stock is then listed or (y) approved for quotation on the NASDAQ National Market
or any other over the counter market on which the Common Stock is then quoted.

               (xi) cooperate and assist in any filings required to be made with
the NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter") that is required
to be retained in accordance with the rules and regulations of the NASD.



                    The Company may require each seller of Registrable
Securities as to which any registration is being effected to furnish the Company
(i) such information regarding such seller and the distribution of such
securities as the Company





                                       7


may from time to time reasonably request in writing and (ii) if requested by the
Company, an executed custody agreement and power of attorney in form and
substance reasonably satisfactory to the Company with respect to the Registrable
Securities to be registered pursuant to this Agreement.

                    Each holder of Registrable Securities agrees by acquisition
of such Registrable Securities that, upon receipt of any notice from the Company
of the happening of any event of the kind described in subdivision (vii) of this
Section 2.3, such holder will forthwith discontinue such holder*s disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such holder*s receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (vii) of this
Section 2.3 and, if so directed by the Company, will deliver to the Company (at
the Company*s expense) all copies, other than permanent file copies, then in
such holder*s possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice.

                    If a registration statement filed pursuant to Section 2.1(c)
hereof is subject to Rule 415 under the Securities Act, the Company shall use
its best efforts to keep the registration statement continuously effective until
the earlier to occur of (i) the time at which the Holders no longer own,
beneficially or otherwise, any Registrable Securities or (ii) the second
anniversary of the effective date of the registration statement (the
"Registration Period"). The Company shall amend the registration statement if
and as required by the rules, regulations or instructions applicable to the
registration form used by the Company for the registration statement or by the
Securities Act or any rules or regulations promulgated thereunder.

         2.4 Underwritten Offerings.

               (a) REQUESTED UNDERWRITTEN OFFERINGS. If requested by the
underwriters for any underwritten offering by holders of Registrable Securities
pursuant to a registration requested under Section 2.1, the Company will enter
into an underwriting agreement with such underwriters for such offering, such
agreement to be in customary form and reasonably satisfactory in substance and
form to each such holder, the underwriters and the Company. The holders of the
Registrable Securities proposed to be sold by such underwriters will reasonably
cooperate with the Company in the negotiation of the underwriting agreement. No
holder of Registrable Securities shall be required to make any representations
or warranties to or agreements with the Company other than representations,
warranties or agreements regarding such holder, such holder*s Registrable
Securities and such holder*s intended method of distribution or any other
representations required by applicable law.

               (b) INCIDENTAL UNDERWRITTEN OFFERINGS. If the Company proposes to
register any of its securities under the Securities Act as contemplated by
Section 2.2 and such securities are to be distributed by or through one or more
underwriters, the Company will, if requested by any Requesting Holder of
Registrable Securities, use its best efforts to arrange for such underwriters to
include all the




                                       8


Registrable Securities to be offered and sold by such Requesting Holder among
the securities of the Company to be distributed by such underwriters, subject to
the provisions of Section 2.2(b). Any such Requesting Holder of Registrable
Securities shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties or agreements regarding such Requesting Holder, such Requesting
Holder*s Registrable Securities and such Requesting Holders s intended method of
distribution or any other representations required by applicable law.

         2.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities to be registered under such registration statement, their
underwriters, if any, and their respective counsel the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such reasonable access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such holders* and
such underwriters* respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.

         2.6 LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS
UNDER REGISTRATION COVENANTS. The Company shall be entitled to postpone for a
reasonable period of time (but not exceeding 90 days) the filing of any
registration statement otherwise required to be prepared and filed by it
pursuant to Section 2.1 if the Company determines, in its reasonable judgment,
that such registration and offering would interfere with any financing,
acquisition, corporate reorganization or other material transaction involving
the Company and promptly gives the holders of Registrable Securities requesting
registration thereof pursuant to Section 2.1 written notice of such
determination, containing a general statement of the reasons for such
postponement and an approximation of the anticipated delay. If the Company shall
so postpone the filing of a registration statement, holders of Registrable
Securities requesting registration thereof pursuant to Section 2.1, representing
not less than 50% of the Registrable Securities (assuming the conversion of the
Shares into Class A Common Stock) with respect to which registration has been
requested, shall have the right to withdraw the request for registration by
giving written notice to the Company within 30 days after receipt of the notice
of postponement and, in the event of such withdrawal, such request shall not be
counted for purposes of the requests for registration to which holders of
Registrable Securities are entitled pursuant to Section 2.1 hereof.

         2.7 INDEMNIFICATION.

               (a) INDEMNIFICATION BY THE COMPANY. The Company will, and hereby
does, indemnify and hold harmless, in the case of any registration statement
filed pursuant to Section 2.1 or 2.2, each seller of any Registrable Securities
covered by such registration statement and each other Person who participates as
an underwriter in the




                                       9


offering or sale of such securities and each other Person, if any, who controls
such seller or any such underwriter within the meaning of the Securities Act or
the Exchange Act, and their respective directors, officers, partners, agents and
affiliates, against any losses, claims, damages or liabilities, joint or
several, to which such seller or underwriter or any such director, officer,
partner, agent, affiliate or controlling person may become subject under the
Securities Act or otherwise, including, without limitation, the reasonable fees
and expenses of legal counsel, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company will
reimburse such seller or underwriter and each such director, officer, partner,
agent, affiliate and controlling Person for any reasonable legal or any other
expenses incurred by them in connection with investigating or defending any such
loss, claim, liability, action or proceeding; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such seller or underwriter, as the case may
be, specifically stating that it is for use in the preparation thereof;
provided, further, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon an untrue statement or alleged untrue statement of any material
fact contained in any such registration statement, preliminary prospectus, final
prospectus or summary prospectus contained therein or any omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances in which they were made not
misleading in a prospectus or prospectus supplement, if such untrue statement or
omission is completely corrected in an amendment or supplement to such
prospectus or prospectus supplement, the seller of the Registrable Securities
has an obligation under the Securities Act to deliver a prospectus or prospectus
supplement in connection with such sale of Registrable Securities and the seller
of Registrable Securities thereafter fails to deliver such prospectus or
prospectus supplement as so amended or supplemented prior to or concurrently
with the sale of Registrable Securities to the person asserting such loss,
claim, damage or liability after the Company has furnished such seller with a
sufficient number of copies of the same. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
seller or underwriter or any such director, officer, partner, agent, affiliate
or controlling person and shall survive the transfer of such securities by such
seller or underwriter.

               (b) INDEMNIFICATION BY THE SELLERS. As a condition to including
any Registrable Securities in any registration statement, the Company shall have
received an

                                       10


undertaking reasonably satisfactory to it from the prospective seller of such
Registrable Securities, to indemnify and hold harmless (in the same manner and
to the same extent as set forth in Section 2.7(a)) the Company, and each
director of the Company, each officer of the Company and each other Person, if
any, who participates as an underwriter in the offering or sale of such
securities and each other Person who controls the Company or any such
underwriter within the meaning of the Securities Act or the Exchange Act, with
respect to any statement or alleged statement in or omission or alleged omission
from such registration statement, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such seller specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however, that
the liability of such indemnifying party under this Section 2.7(b) shall be
limited to the amount of proceeds received by such indemnifying party in the
offering giving rise to such liability. Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling person and shall survive
the transfer of such securities by such seller.

               (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Section 2.7(a) or (b), such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party,
give written notice to the latter of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 2.7, except to the extent that the
indemnifying party is actually and materially prejudiced by such failure to give
notice. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it may wish, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that any indemnified
party may, at its own expense, retain separate counsel to participate in such
defense. Notwithstanding the foregoing, in any action or proceeding in which
both the Company and an indemnified party is, or is reasonably likely to become,
a party, such indemnified party shall have the right to employ separate counsel
at the Company*s expense and to control its own defense of such action or
proceeding if, in the opinion of counsel to such indemnified party, (a) there
are or may be legal defenses available to such indemnified party or to other
indemnified parties that are different from or additional to those available to
the Company or (b) any conflict or potential conflict exists between the Company
and such indemnified party that would make such separate representation
advisable; provided, however, that in no event shall the Company be required to
pay fees and expenses under this Section 2.7 for more than one firm of attorneys
representing the indemnified parties (together, if appropriate, with one firm of
local counsel per jurisdiction) in any one legal action or group of related
legal actions. No indemnifying party shall be liable for any settlement of any
action or proceeding effected



                                       11


without its written consent, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested the indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by this Section 2.7, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without the indemnifying party*s written consent if (i) such
settlement is entered into more than thirty (30) days after receipt by the
indemnifying party of the aforesaid request, and (ii) the indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
consent of the indemnified party, which consent shall not be unreasonably
withheld, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation or which requires action other than the payment of
money by the indemnifying party.

               (d) CONTRIBUTION. If the indemnification provided for in this
Section 2.7 shall for any reason be held by a court to be unavailable to an
indemnified party under Section 2.7(a) or (b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof, then, in lieu of
the amount paid or payable under Section 2.7(a) or (b), the indemnified party
and the indemnifying party under Section 2.7(a) or (b) shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating the same), (i) in
such proportion as is appropriate to reflect the relative fault of the Company
and the sellers or prospective sellers of Registrable Securities covered by the
registration statement which resulted in such loss, claim, damage or liability,
or action or proceeding in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action or
proceeding in respect thereof, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company and such sellers or
prospective sellers from the offering of the securities covered by such
registration statement, provided, that for purposes of this Section 2.7(d), the
amounts required to be contributed by the sellers or prospective sellers of
Registrable Securities shall not exceed the amount of proceeds received by such
sellers or prospective sellers. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. Such sellers or prospective sellers* obligations to
contribute as provided in this Section 2.7(d) are several in proportion to the
relative value of their respective Registrable Securities covered by such
registration statement and not joint.

               (e) INDEMNIFICATION PAYMENTS. The indemnification and
contribution required by this Section 2.7 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is incurred.


                                       12


         3. DEFINITIONS. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

         "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Exchange Act.

         "Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

         "Class A Common Stock" means the Company's Class A common stock, par
value $0.25 per share.

         "Common Stock" shall mean and include: (i) the Class A common stock,
par value $.25 per share, of the Company, (ii) the Class B common stock, par
value $.25 per share, of the Company, and (iii) each other class of capital
stock of the Company that does not have a preference over any other class of
capital stock of the Company as to dividends or upon liquidation, dissolution or
winding up of the Company and, in each case, shall include any other class of
capital stock of the Company into which such stock is reclassified or
reconstituted.

         "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the board of directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any superseding Federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934, as amended, shall
include a reference to the comparable section, if any, of any such superseding
Federal statute.

         "Fee Expenses" means, with respect to any Registrable Securities
included in a registration, all registration and filing fees with the
Commission, all filing fees of the New York Stock Exchange, Inc., other national
securities exchanges or the National Association of Securities Dealers, Inc.,
and all filing fees to comply with securities or blue sky laws which relate
solely to such Registrable Securities.

         "Initiating Holder" is defined in Section 2.1.

         "NASD" means National Association of Securities Dealers, Inc.

         "Person" means any individual, firm, corporation, partnership, limited
liability company or partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind and shall include any
successor (by merger or otherwise) of such entity.

                                       13


         "Pillsbury" is defined in Section 2.2(d).

         "Purchase Agreement" is defined in Section 1.

         "Registrable Securities" means (i) any Shares, (ii) any shares of
Common Stock issued upon conversion of the Shares, (iii) any other shares of
Common Stock or Voting Securities beneficially owned by Friday or any of its
Affiliates (whether owned on the date hereof or hereafter acquired) and (iv) any
securities of the Company issued or issuable with respect to any of the
securities described in clauses (i), (ii) or (iii) by way of a dividend or stock
split or in connection with a combination of shares, recapitalization,
reclassification, merger, consolidation, reconstitution or other reorganization
or otherwise. As to any particular Registrable Securities, once issued, such
securities shall cease to be Registrable Securities when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) they shall have been sold
as permitted by Rule 144 (or any successor provision) under the Securities Act,
(c) they shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration of such distribution under the Securities Act or (d) they shall
have ceased to be outstanding. All references to percentages of Registrable
Securities shall be calculated pursuant to Section 9.

         "Registration Expenses" means with respect to any registration under
Section 2, all Fee Expenses with respect to Registrable Securities included in
such registration, all reasonable printing, messenger and delivery expenses
incurred in such registration, the reasonable fees and disbursements of counsel
for the Company and of its independent public accountants incurred in such
registration, including the reasonable expenses of "comfort" letters required by
or incident to such performance and compliance, any reasonable fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities (excluding any underwriting discounts or commissions with respect to
the Registrable Securities) and the reasonable fees and expenses of one counsel
to the Selling Holders incurred in such registration (selected by Selling
Holders representing at least 50% of the Registrable Securities covered by such
registration)

         "Requesting Holder" is defined in Section 2.2.

         "Securities Act" means the Securities Act of 1933, as amended, or any
superseding Federal statute, and the rules and regulations promulgated
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933, as amended, shall include a
reference to the comparable section, if any, of any such superseding Federal
statute.

         "Selling Holder" is defined in Section 2.1.



                                       14


         "Shares" is defined in Section 1.

         "Third Party Securities" means any securities included in a
registration statement requested under Section 2.1 or 2.2, other than (i)
Registrable Securities, and (ii) securities to be sold by the Company for its
own account.

         "Voting Securities" means any securities of the Company entitled to
vote generally in the election of directors, or securities convertible into or
exercisable or exchangeable for such securities.

         4. RULE 144. The Company shall take all actions reasonably
necessary to enable holders of Registrable Securities to sell such securities
without registration under the Securities Act within the limitation of the
provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (b) any similar rules or regulations hereafter adopted by
the Commission. Upon the request of any holder of Registrable Securities, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

         5. AMENDMENTS AND WAIVERS. This Agreement may be amended with the
consent of the Company and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the holder or holders of at least 66-2/3% of the Registrable
Securities affected by such amendment, action or omission to act. Each holder of
any Registrable Securities at the time or thereafter outstanding shall be bound
by any consent authorized by this Section 5, whether or not such Registrable
Securities shall have been marked to indicate such consent. If the Securities
Act is amended or new regulations are adopted thereunder, to permit company
registration such that the Company would not be able to grant the holders of
Registrable Securities the right to register and resell their Registrable
Securities in the manner contemplated under this Agreement on the date of its
execution, then the parties hereto agree to negotiate in good faith to amend
this Agreement to grant such holders of Registrable Securities substantially
equivalent rights to those that were provided on the date of this Agreement.

         6. NOMINEES FOR BENEFICIAL OWNERS. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any holder or holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any
Registrable Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner*s beneficial ownership of such Registrable
Securities.

                                       15


         7. NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first--class mail, return receipt requested, telecopier,
courier service or personal delivery:

               (a) if to Friday, addressed to it in the manner set forth in the
Purchase Agreement, or at such other address as it shall have furnished to the
Company in writing in the manner set forth herein;

               (b) if to any other holder of Registrable Securities, at the
address that such holder shall have furnished to the Company in writing in the
manner set forth herein, or, until any such other holder so furnishes to the
Company an address, then to and at the address of the last holder of such
Registrable Securities who has furnished an address to the Company; or

               (c) if to the Company, addressed to it in the manner set forth in
the Purchase Agreement, or at such other address as the Company shall have
furnished to each holder of Registrable Securities at the time outstanding in
the manner set forth herein.

               All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; when delivered by a
courier, if delivered by overnight courier service; three business days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.

         8. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and, with respect to the
Company, its respective successors and permitted assigns and, with respect to
Friday, any subsequent holder of any Registrable Securities, subject to the
provisions respecting the minimum amount of Registrable Securities required in
order to be entitled to certain rights, or take certain actions, contained
herein.

         9. CALCULATION OF PERCENTAGE INTERESTS IN REGISTRABLE SECURITIES. For
purposes of this Agreement, all references to a percentage of the Registrable
Securities shall be calculated based upon the number of Registrable Securities
outstanding at the time such calculation is made. If there is more than one
class of Registrable Securities, then each reference to a percentage of the
Registrable Securities shall mean a percentage of each class of the Registrable
Securities.

         10. NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.
Without limiting the generality of the foregoing, the Company will not hereafter
enter into any agreement with respect to its securities which grants, or modify
any existing agreement with respect to its securities to grant, to the holder of
its securities in connection with an incidental registration of such securities
equal or higher priority to the rights granted to Friday under Section 2.



                                       16


         11. REMEDIES. Each holder of Registrable Securities, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement without being required to post bond. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

         12. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of Friday shall
be enforceable to the fullest extent permitted by law.

         13. ENTIRE AGREEMENT. This Agreement, together with the Purchase
Agreement (including the exhibits and schedules thereto), is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement and the Purchase Agreement
(including the exhibits and schedules thereto) supersede all prior agreements
and understandings between the parties with respect to such subject matter.

         14. HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

         15. GOVERNING LAW. This Agreement has been negotiated, executed and
delivered in the State of New York and shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.

         16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed an original and all of which taken together
shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective representatives hereunto duly
authorized as of the date first above written.

                                            SENECA FOODS CORPORATION

                                            By:
                                               ----------------------------
                                            Name:
                                                 --------------------------
                                            Title:
                                                  -------------------------


                                       17



                                            FRIDAY HOLDINGS, L.L.C.

                                            By:
                                               ----------------------------
                                            Name:
                                                 --------------------------
                                            Title:
                                                  -------------------------


                                       18

EX-99.1

                                                                    EXHIBIT 99.1
- --------------------------------------------------------------------------------


                                                     Chiquita
                                                     Brands
                                                     International

NEWS RELEASE

CONTACTS:
News Media:       Michael Mitchell, 513-784-8959, mmitchell@chiquita.com
Investors:        James Riley, 513-784-6307, jriley@chiquita.com, or
                  Monique Wise, 513-784-8935, mwise@chiquita.com


                      CHIQUITA BRANDS INTERNATIONAL TO SELL
                           PROCESSED FOODS SUBSIDIARY
       Chiquita Sharpens Strategic Focus on Core Business and Reduces Debt

         CINCINNATI - March 6, 2003 - Chiquita Brands International, Inc. (NYSE:
CQB) and Seneca Foods Corp. (NASDAQ: SENEA; SENEB) announced today that they
have signed a definitive agreement for Chiquita to sell all of the equity
interests in its vegetable canning subsidiary, Chiquita Processed Foods, L.L.C.
(CPF), to Seneca for approximately $125 million in cash and stock, plus the
assumption of debt. Separately, Seneca announced that it has signed a memorandum
of understanding for Lakeside Foods, Inc. to purchase four CPF facilities in the
Midwest from Seneca.
         "The sale of CPF will be a major milestone in the strategic plan
announced to investors in September 2002," said Cyrus Freidheim, Chiquita's
chairman and chief executive officer. "This transaction will allow us to
significantly reduce our debt and to sharpen our focus on delivering the cost
savings and operational improvements we have targeted in our core fresh produce
business."
         The purchase price paid to Chiquita will consist of $110 million in
cash and approximately 968,000 shares of Seneca preferred stock that will be
convertible into an equal number of shares of Seneca series A common stock,
which closed on the NASDAQ at $16.47 per share on March 6, 2003. Seneca will
also assume CPF's debt, which amounted to $81 million at Dec. 31, 2002. Chiquita
will use the cash proceeds primarily to reduce debt. The transaction is subject
to certain conditions, including regulatory approval.

                                    - more -






Chiquita Brands International
Sale of Chiquita Processed Foods
Page 2 of 2


         Chiquita Processed Foods, which operates 12 U.S. processing plants in
the upper Midwest and West, had sales and operating income of $404 million and
$8 million, respectively, in 2002 and $417 million and $9 million, respectively,
in 2001. CPF grew out of a series of five acquisitions the company completed
from 1992 to 1999. Chiquita anticipates that it will realize a gain of
approximately $10 million on the transaction.
         Under its memorandum of understanding with Seneca, Lakeside will
purchase from Seneca certain of the CPF assets acquired from Chiquita, including
plants in New Richmond and Eden, Wis., and Owatonna, Minn. Lakeside will also
acquire a CPF distribution center in Poynette, Wis., and CPF's share of a
sauerkraut joint venture plant at the same location.
         "Seneca is pleased with its proposed acquisition, given our strategy of
focusing on canned foods processing," said Kraig Kayser, Seneca's president and
chief executive officer. "This acquisition will make us more efficient and
better able to serve our customers. In addition, we intend to keep open four
facilities that CPF had announced it was closing."
         Douglas Quick, Lakeside's president and chief executive officer, said,
"We are pleased with the opportunity that our proposed asset purchase provides
us to serve the rapidly changing retail and food service industry. It will be
good for current and future Lakeside customers."
         Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana producers in the
world and a major supplier of bananas in North America and Europe. Sold
primarily under the premium Chiquita(R) brand, the company also distributes and
markets a variety of other fresh fruits and vegetables. Additional information
is available at WWW.CHIQUITA.COM.