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$38	Preview Subscribers	2003	Collective Bargaining Agreement Collective Bargaining Agreement (68K) Doc #151431: Click preview link for longer preview. COLLECTIVE BARGAINING AGREEMENT Between Provena Foods Inc., d.b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 *October 2, 2002 Through September 30, 2006* PREAMBLE THIS AGREEMENT is made and entered into between PROVENA FOODS INC., d.b.a., ROYAL ANGELUS MACARONI CO., located at 5010 Eucalyptus Avenue, Chino, CA 91710, hereinafter referred to as the Employer and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CLC, hereinafter referred to as the Union. WITNESSETH In order to establish working conditions, which are fair and equitable to the Employer and all Employees, the parties agree to the following: The parties to this Agreement recognize the competitive nature of the industry and further agree that no Employee will be required to work hours in excess of the working hours established in this Agreement. SECTION 1 - RECOGNITION AND JURISDICTION 1.1 UNION RECOGNITION. The Employer hereby recognizes the Union as the exclusive bargaining agent for all Employees employed in the classifications set forth in Section 10 hereof working in the plant of the Employer located in Chino, California, County of San Bernardino. 1.2 CLASSIFICATION DEFINITIONS. It is understood and agreed that the following groups of Employees shall be recognized as: 1.2.1 Mixer Operator. A Mixer Operator is responsible for all equipment in the mixing room, and for transferring flour and running all equipment located in the mixing room. The Mixer Operator will assist in the training and safety of others assigned to this job. The Mixer Operator may also be required to perform miscellaneous labor as needed to assist in the operation throughout the plant as long as Employees in that specific job class are not displaced. The Mixer Operator needs to know and understand the general responsibilities as listed in the Employer job description. 1 1.2.2 Press Operator. A Press Operator is responsible for all equipment and the operation of such equipment located in the Press Room. The Lead Press Operator will be responsible for the training and safety of others assigned to this job. The Press Operator and The Lead Press Operator may also be required to perform miscellaneous labor as needed to assist in the operation throughout the plant as long as Employees in that specific job class are not displaced. The Press Operator needs to know and understand the general responsibilities as listed in the Employer job description. 1.2.3 Packing Operator. A Packing Operator is required to operate all of the equipment in all areas of the Packing Department. He is responsible for all products made on his machine, and will assist in the training of all the Employees that are working on his machine. The Packing Operator may also be required to perform miscellaneous labor as needed to assist in the operation throughout the plant as long as Employees in that specific job class are not displaced. Each Packing Operator Employee needs to know and understand the general responsibilities of this position as listed in the Employer job description. 1.2.4 General Packer. A General Packer will be responsible for all tasks performed in all areas of the Packing Department, except for the duties of a Packing Operator. The General Packer may also be required to perform miscellaneous labor as needed to assist in the operation throughout the plant as long as Employees in that specific job class are not displaced. Each General Packer Employee needs to know and understand the general responsibilities of this position as listed in the Employer job description. 1.2.5 Maintenance Mechanic. These Employees will be considered non-Bargaining unit. 1.2.6 Maintenance Helper. A Maintenance Helper is to maintain the overall condition of the building, internal and external. Helping also in maintenance areas as needed to maintain the operation and the performance of each piece of production equipment, or any piece of equipment that affects the plants operation. The Maintenance Helper may also be required to perform miscellaneous labor as needed to assist in the operation throughout the plant as long as Employees in that specific job class are not displaced. Each Maintenance Helper Employee needs to know and understand the general responsibilities of this position as listed in the Employer job description. 1.2.7 Quality Control Employee. A Quality Control Employee is responsible for enforcing such quality standards established by the Employer. The Quality Control Employee may also be required to perform miscellaneous labor as needed to assist in the operation throughout the plant as long as Employees in that specific job class are not displaced. A Quality Control Employee needs to know and understand the general responsibilities of this position as listed in the Employer job description. 151431	Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Collective Bargaining Agreement: Provena Foods Inc. – Collective Bargaining Agreement dated October 2, 2002 EX-10.55 4 dex1055.htm COLLECTIVE BARGAINING AGREEMENT DATED OCTOBER 2, 2002 Exhibit 10.55 COLLECTIVE BARGAINING AGREEMENT Between Provena Foods Inc. , d.b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2002 Through September 30, 2006 PREAMBLE THIS AGREEMENT is made and _____________ PROVENA FOODS INC. – a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2002 Through September 30, 2006 PREAMBLE THIS AGREEMENT is made and entered into between PROVENA FOODS INC. , d.b.a., ROYAL ANGELUS MACARONI CO., located at 5010 Eucalyptus Avenue, Chino, CA 91710, hereinafter referred to as the Employer and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL _____________ (PROVENA FOODS, INC. – strike action or other economic action desired by it, or the Employer the right to lockout. 23 FOR THE EMPLOYER: FOR THE UNION: ROYAL ANGELUS MACARONI COMPANY UFCW LOCAL 1428 (PROVENA FOODS, INC. ) By: /s/ SANTO ZITO By: /s/ CONNIE M. LEYVA Santo Zito, Director, VP & General Manager Connie M. Leyva, President Date: December 17, 2002 Date: December 17, 2002 24 _____________ dt 1474228 ; Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Collective Bargaining Agreement: (PROVENA FOODS, INC. – strike action or other economic action desired by it, or the Employer the right to lockout. 23 FOR THE EMPLOYER: FOR THE UNION: ROYAL ANGELUS MACARONI COMPANY UFCW LOCAL 1428 (PROVENA FOODS, INC. ) By: /s/ SANTO ZITO By: /s/ CONNIE M. LEYVA Santo Zito, Director, VP & General Manager Connie M. Leyva, President Date: December 17, 2002 Date: December 17, 2002 24 _____________ dt 1474235 ; AFL-CIO AFL-CIO ( Unions ) As referenced in this Collective Bargaining Agreement: AFL-CIO- – COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO- CLC, hereinafter referred to as the Union. WITNESSETH In order to establish working conditions, which _____________ AFL-CIO- – refuse to cross a lawful picket line sanctioned by the Food and Drug Council, UFCW, AFL-CIO- CLC. 22 SECTION 25 EXTENSION AND SCOPE 25.1 EXTENSION AND SCOPE. This Agreement shall _____________ dt 85088 ;	UFCWIU United Food & Commercial Workers International Union ( Unions ) As referenced in this Collective Bargaining Agreement: UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, – as the Employer and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CLC, hereinafter referred to as the Union. WITNESSETH In order to establish _____________ dt 84999 ; UFCWU United Food & Commercial Workers Union ( Unions ) As referenced in this Collective Bargaining Agreement: United Food & Commercial Workers Union – COLLECTIVE BARGAINING AGREEMENT Between Provena Foods Inc., d.b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2002 Through September 30, 2006 PREAMBLE THIS AGREEMENT is made and _____________ UNITED FOOD AND COMMERCIAL WORKERS UNION – located at 5010 Eucalyptus Avenue, Chino, CA 91710, hereinafter referred to as the Employer and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO- _____________ dt 84997 ; Royal Angelus Macaroni Co.
$46	Preview Subscribers	2001	Agreement Agreement (88K) Doc #114570: Click preview link for longer preview. ================================================================================ AGREEMENT BETWEEN PROVENA FOODS INC., dba. ROYAL ANGELUS MACARONI CO. AND UNITED FOOD & COMMERCIAL WORKERS UNION LOCAL 1428 October 2, 2000 Through September 29, 2002 ================================================================================ {PAGE} -------------------------------------------------------------------------------- INDEX PROVENA FOODS INC., dba ROYAL ANGELUS MACARONI COMPANY -------------------------------------------------------------------------------- {TABLE} {CAPTION} PAGE ---- {S} {C} PREAMBLE 1 -------- WITNESSETH 1 ---------- SECTION 1 - RECOGNITION AND JURISDICTION 1 ---------------------------------------- 1.1 UNION RECOGNITION 1 1.2 CLASSIFICATION DEFINITIONS 1 1.2.1 Mixer Operator 1 1.2.2 Press Operator 1 1.2.3 Packing Operator 2 1.2.4 General Packer 2 1.2.5 Maintenance Mechanic 2 1.2.6 Maintenance Helper 2 1.2.7 Quality Control Employee 2 1.2.8 Shipping/Receiving Employee 2 1.2.9 Sanitation Sanitor 2 1.2.10 Supervisors 2 1.3 PERFORMANCE OF BARGAINING UNIT WORK 3 1.4 EMPLOYEE STATUS 3 1.4.1 Regular Employee 3 1.4.2 Extra Employee 3 1.4.3 Probationary Employee 3 1.4.4 Promotion/Demotion 3 1.5 MANAGEMENT RIGHTS 3 SECTION 2 - UNION SECURITY 4 -------------------------- 2.1 UNION MEMBERSHIP 4 2.2 MAINTENANCE OF MEMBERSHIP 4 2.3 APPLICANTS FOR MEMBERSHIP 4 2.4 DUES CHECK-OFF 4 SECTION 3 - EMPLOYMENT 4 ---------------------- 3.1 NO DISCRIMINATION 4 3.2 HIRING CONSIDERATION 5 3.3 UNION NOTIFICATION 5 SECTION 4 - DISCHARGE 5 --------------------- 4.1 PROHIBITION AGAINST DISCHARGE 5 4.2 NOTICE FROM INSURANCE CARRIER 5 4.3 RIGHT OF APPEAL 5 4.4 NOTIFICATION OF DISCHARGE 6 {/TABLE} i {PAGE} {TABLE} {CAPTION} PAGE ---- {S} {C} SECTION 5 - HOURS 6 ----------------- 5.1 HOURS OF OPERATION 6 5.2 POSTING REQUIREMENTS 6 5.3 SCHEDULE OF SHIFT 6 5.4 GUARANTEED WORKWEEK 6 5.5 EXTRA EMPLOYEES WORKWEEK 6 5.6 REGULAR WORKWEEK 7 5.7 ADDITIONAL SHIFTS 7 5.8 JOB AND SHIFT BIDDING 7 5.9 CALL BACK 7 5.10 MEAL PERIODS 7 5.11 REST PERIODS 7 SECTION 6 - OVERTIME 7 -------------------- 6.1 OVERTIME PAY 7 6.2 DAILY OVERTIME 8 SECTION 7 - HOLIDAYS 8 -------------------- 7.1 HOLIDAYS PAID 8 7.2 HOLIDAY PAY ELIGIBILITY 8 7.3 HOLIDAYS FALLING ON SATURDAY/SUNDAY 8 SECTION 8 - VACATIONS 9 --------------------- 8.1 VACATION BENEFITS 9 8.1.1 First Year of Service 9 8.1.2 Third Year of Service 9 8.1.3 Fifth Year of Service 9 8.1.4 Sixteenth Year of Service 9 8.2 MULTIPLE WEEK VACATION SCHEDULES 9 8.3 SENIORITY APPLIES IN SELECTION OF VACATION SCHEDULES 9 8.3.1 Not Cumulative 9 8.4 PRORATED VACATION PAY UPON SEPARATION FROM EMPLOYMENT 9 8.4.1 First Six (6) Months 9 8.4.2 After Six (6) Months 9 8.4.3 After One (1) Year 10 8.4.4 After Two (2) Years 10 8.4.5 After Four (4) Years 10 8.4.6 After Fifteen (15) Years 10 8.5 PRORATED VACATION FORMULA FOR EMPLOYEES WORKING LESS THAN A FULL YEAR 10 8.6 HOLIDAY DURING VACATION 10 SECTION 9 - LEAVES OF ABSENCE 10 ----------------------------- 9.1 APPROVED LEAVE OF ABSENCE 10 9.2 UNION BUSINESS 10 9.3 NON-PAID FUNERAL LEAVE 10 9.4 FUNERAL LEAVE 11 9.4.1 Notification to Employer 11 9.4.2 Absence Occurs 11 9.4.3 Day of Absence 11 9.4.4 Proof of Relationship 11 9.4.5 Immediate Family 11 {/TABLE} ii {PAGE} {TABLE} {CAPTION} PAGE ---- {S} {C} SECTION 10 - WAGES 11 ------------------ 10.1 NIGHT PREMIUMS 11 10.2 LEAD PERSON 11 10.3 MINIMUM WAGE INCREASE 11 10.4 RECORDS 11 10.5 WAGE INCREASES 11 10.6 JOB CLASSIFICATION STARTING RATES 12 10.7 PROMOTION - WAGE INCREASES 12 SECTION 1l - HEALTH AND WELFARE ------------------------------- 12 11.1 HEALTH AND WELFARE 12 11.1.1 Contribution Amount/Qualifying Hours 12 11.1.2 Maintenance of Benefits 12 11.1.3 Monthly Contribution Payment Date 12 11.1.4 Vacation, Holiday and Sick Leave Pay Counted 12 11.1.5 Loss of Eligibility Self-Payments 12 11.1.6 Death Benefit 13 11.2 DENTAL PLAN 13 11.2.1 Contribution Amount Qualifying Hours 13 11.2.2 Maintenance of Benefits 13 11.2.3 Monthly Contribution Payment Date 13 11.2.4 Vacation, Holiday and Sick Leave Pay Counted 13 11.2.5 Loss of Eligibility Self-Payments 13 11.3 VISION PLAN 13 11.3.1 Contribution Amount/Qualifying Hours 14 11.3.2 Maintenance of Benefits 14 11.3.3 Monthly Contribution Payment Date 14 11.3.4 Vacation, Holiday and Sick Leave Pay Counted 14 11.3.5 Loss of Eligibility Self-Payments 14 SECTION 12 - SICK LEAVE 14 ----------------------- 12.1 ELIGIBILITY 14 12.2 UNUSED SICK LEAVE PAY 14 12.3 INTEGRATION WITH WORKER'S COMPENSATION OR UNEMPLOYMENT DISABILITY INSURANCE 15 12.4 PROOF OF ILLNESS 15 12.5 JOB INJURY 15 12.6 MEDICAL APPOINTMENTS 15 SECTION 13 - PENSIONS/RETIREMENT BENEFITS 15 ----------------------------------------- 13.1 CONTRIBUTIONS 15 13.2 TERMINATION PRIOR TO YEAR-END 16 13.3 WAITING PERIOD 16 13.4 PREVIOUS PLAN 16 SECTION 14 - JURY DUTY 16 ---------------------- 14.1 JURY DUTY 16 SECTION 15 - GENERAL BENEFITS 16 ----------------------------- 15.1 HEALTH/SAFETY EQUIPMENT & APPAREL 16 15.2 COMPUTING OVERTIME 16 15.3 COMPANY MEETINGS 16 15.4 NO REDUCTION 16 {/TABLE} iii {PAGE} {TABLE} {CAPTION} PAGE ---- {S} {C} SECTION 16- SENIORITY 17 --------------------- 16.1 POSTING 17 16.2 ACQUISTION OF SENIORITY 17 16.3 TERMINATION OF SENIORITY 17 16.4 APPLICATION OF SENIORITY 17 16.5 LAYOFF/RECALL 17 16.6 NOTIFICATION OF RECALL 18 16.7 REPORTING AFTER RECALL 18 16.8 SENIORITY LIST 18 16.9 EFFECT OF LEAVE ON SENIORITY 18 SECTION 17- GRIEVANCE AND ARBITRATION 18 ------------------------------------- 17.1 GRIEVANCES 18 17.2 GRIEVANCE PROCEDURE 18 Step 1: 18 Step 2: 18 Step 3: 18 17.3 TIME LIMITS 19 17.4 ARBITRATION 19 17.5 ARBITRATOR'S LIMITATIONS 19 17.6 EXPENSES 19 17.7 STATUS QUO 19 17.8 FINAL AND BINDING 19 17.9 WAGE CLAIM LIMITS 20 SECTION 18- UNION AFFAIRS 20 ------------------------- 18.1 UNION VISITATION 20 18.2 UNION ACTIVITY 20 18.3 STEWARDS 20 18.4 BULLETIN BOARDS 20 SECTION 19-WORKING CONDITIONS AND SAFETY 20 ---------------------------------------- 19.1 FIRST AID EQUIPMENT 20 19.2 GOVERNMENTAL REGULATIONS 20 19.3 INJURIOUS WORKING CONDITIONS 20 SECTION 20- JOB SECURITY 21 ------------------------ 20.1 NEW METHODS OF OPERATION 21 SECTION 21- SEPARABILITY 21 ------------------------ 21.1 PROVISIONS OF AGREEMENT 21 SECTION 22- TRANSFER OF OWNERSHIP 21 --------------------------------- 22.1 SALE OR TRANSFER 21 22.2 CHANGE OF OWNERSHIP 21 SECTION 23- SAVINGS CLAUSE 21 -------------------------- 23.1 SAVINGS CLAUSE 21 SECTION 24- NO STRIKE OR LOCKOUT 22 -------------------------------- 24.1 NO STRIKE OR LOCKOUT 22 24.2 72-HOUR NOTICE 22 SECTION 25- EXTENTION AND SCOPE 22 ------------------------------- 25.1 EXTENSION AND SCOPE {/TABLE} iv {PAGE} COLLECTIVE BARGAINING AGREEMENT Between Provena Foods Inc., d.b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2000 Through September 29, 2002 PREAMBLE -------- THIS AGREEMENT is made and entered into between PROVENA FOODS INC., d.b.a., ROYAL ANGELUS MACARONI CO., located at 5010 Eucalyptus Avenue, Chino, CA 91710, hereinafter referred to as the "Employer" and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CLC, hereinafter referred to as the "Union." WITNESSETH ---------- In order to establish working conditions, which are fair and equitable to the Employer and all Employees, the parties agree to the following: "The parties to this Agreement recognize the competitive nature of the industry and further agree that no Employee will be required to work hours in excess of the working hours established in this Agreement." SECTION 1 - RECOGNITION AND JURISDICTION ---------------------------------------- 1.1 UNION RECOGNITION. The Employer hereby recognizes the Union as the ----------------- exclusive bargaining agent for all Employees employed in the classifications set forth in Section 10 hereof working in the plant of the Employer located in Chino, California, County of San Bernardino. 1.2 CLASSIFICATION DEFINITIONS. It is understood and agreed that the following -------------------------- groups of Employees shall be recognized as: 1.2.1 Mixer Operator. A Mixer Operator is responsible for all equipment in the mixing room, and for transferring flour and running all equipment located in the mixing room. The Mixer Operator will assist in the training and safety of others assigned to this job. The Mixer Operator needs to know and understand the general responsibilities as listed in the Employer job description. 1.2.2 Press Operator. A Press Operator is responsible for all equipment and the operation of such equipment located in the Press Room. The Lead Press Operator will be responsible for the training and safety of others assigned to this job. The Press Operator needs to know and understand the general responsibilities as listed in the Employer job description. 114570	Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Agreement: PROVENA FOODS INC – PROVENA FOODS INC _____________ PROVENA FOODS INC. – EX-10.50 3 Exhibit 10.50 ================================================================================ AGREEMENT BETWEEN PROVENA FOODS INC. , dba. ROYAL ANGELUS MACARONI CO. AND UNITED FOOD & COMMERCIAL WORKERS UNION LOCAL 1428 October 2, 2000 Through September 29, 2002 ================================================================================ -------------------------------------------------------------------------------- INDEX PROVENA FOODS INC., dba ROYAL ANGELUS MACARONI _____________ PROVENA FOODS INC. – Exhibit 10.50 ================================================================================ AGREEMENT BETWEEN PROVENA FOODS INC., dba. ROYAL ANGELUS MACARONI CO. AND UNITED FOOD & COMMERCIAL WORKERS UNION LOCAL 1428 October 2, 2000 Through September 29, 2002 ================================================================================ -------------------------------------------------------------------------------- INDEX PROVENA FOODS INC. , dba ROYAL ANGELUS MACARONI COMPANY -------------------------------------------------------------------------------- PAGE ---- PREAMBLE 1 -------- WITNESSETH 1 ---------- SECTION 1 - RECOGNITION AND JURISDICTION 1 ---------------------------------------- 1.1 UNION RECOGNITION 1 1.2 CLASSIFICATION DEFINITIONS _____________ Provena Foods Inc. – 1 NO STRIKE OR LOCKOUT 22 24.2 72-HOUR NOTICE 22 SECTION 25- EXTENTION AND SCOPE 22 ------------------------------- 25.1 EXTENSION AND SCOPE iv COLLECTIVE BARGAINING AGREEMENT Between Provena Foods Inc. , d.b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2000 Through September 29, 2002 PREAMBLE -------- THIS AGREEMENT is made and entered _____________ PROVENA FOODS INC. – b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2000 Through September 29, 2002 PREAMBLE -------- THIS AGREEMENT is made and entered into between PROVENA FOODS INC. , d.b.a., ROYAL ANGELUS MACARONI CO., located at 5010 Eucalyptus Avenue, Chino, CA 91710, hereinafter referred to as the "Employer" and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL _____________ dt 1853839 ; Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Agreement: (PROVENA FOODS, INC. – taking strike action or other economic action desired by it, or the Employer the right to lockout. FOR THE EMPLOYER: FOR THE UNION: ---------------- ------------- ROYAL ANGELUS MACARONI COMPANY UFCW LOCAL 1428 (PROVENA FOODS, INC. ) By: /s/ Santo Zito By: /s/ Joe Barragan --------------------------------- ---------------------- Director, Vice-President & General Manager President Date: 9-27-00 Date 9-27-00 --------------------------------- ---------------------- 22 _____________ dt 1474234 ; AFL-CIO AFL-CIO ( Unions ) As referenced in this Agreement: AFL-CIO- – COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO- CLC, hereinafter referred to as the "Union." WITNESSETH ---------- In order to establish working conditions, which _____________ AFL-CIO- – refuse to cross a lawful picket line sanctioned by the Food and Drug Council, UFCW, AFL-CIO- CLC. SECTION 25 - EXTENSION AND SCOPE 25.1 EXTENSION AND SCOPE. This Agreement shall be _____________ dt 85063 ;	UFCWIU United Food & Commercial Workers International Union ( Unions ) As referenced in this Agreement: UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, – as the "Employer" and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO-CLC, hereinafter referred to as the "Union." WITNESSETH ---------- In order to establish _____________ dt 84998 ; UFCWU United Food & Commercial Workers Union ( Unions ) As referenced in this Agreement: UNITED FOOD & COMMERCIAL WORKERS UNION – PAGE} Exhibit 10.50 ================================================================================ AGREEMENT BETWEEN PROVENA FOODS INC., dba. ROYAL ANGELUS MACARONI CO. AND UNITED FOOD & COMMERCIAL WORKERS UNION LOCAL 1428 October 2, 2000 Through September 29, 2002 ================================================================================ {PAGE} -------------------------------------------------------------------------------- INDEX PROVENA FOODS INC., dba _____________ United Food & Commercial Workers Union – COLLECTIVE BARGAINING AGREEMENT Between Provena Foods Inc., d.b.a. Royal Angelus Macaroni Company And United Food & Commercial Workers Union Local 1428 October 2, 2000 Through September 29, 2002 PREAMBLE -------- THIS AGREEMENT is made and _____________ UNITED FOOD AND COMMERCIAL WORKERS UNION – located at 5010 Eucalyptus Avenue, Chino, CA 91710, hereinafter referred to as the "Employer" and UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1428, chartered by the UNITED FOOD AND COMMERCIAL WORKERS INTERNATIONAL UNION, AFL-CIO- _____________ dt 84996 ; Royal Angelus Macaroni Co.
$64	Preview Subscribers	2004	Loan and Security Agreement Loan and Security Agreement (118K) Doc #921205: Click preview link for longer preview. LOAN AND SECURITY AGREEMENT Loan and Security Agreement EXHIBIT 10.57 [GRAPHIC] LOAN AND SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) OBLIGOR # 6300285773 NOTE # 26 AGREEMENT DATE August 05, 2003 CREDIT LIMIT $4,000,000.00 INTEREST RATE Base Rate plus 0.750% OFFICER NO./INITIALS 48134, Stephen Moore THIS AGREEMENT is entered into on August 05, 2003, between Comerica Bank-California (“Bank”) as secured party . . . 921205	Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Loan and Security Agreement: Provena Foods, Inc. – Accounts and Inventory) to be executed as of the date first hereinabove written. See Addendum “A” attached hereto and made a part hereof. INITIAL HERE /s/ Illegible BORROWER: Provena Foods, Inc. a Corporation Accepted and effective as of August 05, 2003 at Bank’s Headquarters Office By: /s/ THOMAS J. MULRONEY Signature of Title: CFO Comerica Bank-California By: _____________ PROVENA FOODS, INC. – reference shall be a part of and is hereby incorporated by this reference into that certain Loan and Security Agreement dated August 5, 2003 (the “Agreement”) executed by PROVENA FOODS, INC. , a California corporation “(Borrower”) in favor of COMERICA BANK-CALIFORNIA (“Bank”). Except as otherwise noted, the terms not defined herein shall have the meaning set _____________ PROVENA FOODS, INC. – provided, however, that such amount shall increase by a minimum of fifty percent (50%) of Borrower’s Net Income as of December 31, 2003, and each quarter thereafter.” PROVENA FOODS, INC. COMERICA BANK-CALIFORNIA By: /s/ THOMAS J MULRONEY By: /s/ STEPHEN MOORE Name: Thomas J Mulroney Stephen Moore Its: CFO Its: Vice President-Western Division _____________ dt 1474232 ; Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Loan and Security Agreement: Provena Foods, Inc. – Accounts and Inventory) to be executed as of the date first hereinabove written. See Addendum “A” attached hereto and made a part hereof. INITIAL HERE /s/ Illegible BORROWER: Provena Foods, Inc. a Corporation Accepted and effective as of August 05, 2003 at Bank’s Headquarters Office By: /s/ THOMAS J. MULRONEY Signature of Title: CFO Comerica Bank-California By: _____________ PROVENA FOODS, INC. – reference shall be a part of and is hereby incorporated by this reference into that certain Loan and Security Agreement dated August 5, 2003 (the “Agreement”) executed by PROVENA FOODS, INC. , a California corporation “(Borrower”) in favor of COMERICA BANK-CALIFORNIA (“Bank”). Except as otherwise noted, the terms not defined herein shall have the meaning set _____________ PROVENA FOODS, INC. – provided, however, that such amount shall increase by a minimum of fifty percent (50%) of Borrower’s Net Income as of December 31, 2003, and each quarter thereafter.” PROVENA FOODS, INC. COMERICA BANK-CALIFORNIA By: /s/ THOMAS J MULRONEY By: /s/ STEPHEN MOORE Name: Thomas J Mulroney Stephen Moore Its: CFO Its: Vice President-Western Division _____________ dt 1474238 ;	Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Loan and Security Agreement: Comerica Bank- – 2003 CREDIT LIMIT $4,000,000.00 INTEREST RATE Base Rate plus 0.750% OFFICER NO./INITIALS 48134, Stephen Moore THIS AGREEMENT is entered into on August 05, 2003, between Comerica Bank- California (“Bank”) as secured party whose headquarters office is 333 West Santa Clara Street, San Jose, CA and the undersigned (“Borrower”), whose sole place of business ( _____________ Comerica Bank- – Illegible BORROWER: Provena Foods, Inc. a Corporation Accepted and effective as of August 05, 2003 at Bank’s Headquarters Office By: /s/ THOMAS J. MULRONEY Signature of Title: CFO Comerica Bank- California By: By: /s/ STEPHEN MOORE Signature of Signature of Stephen Moore Title: Title: Vice President-Western Division By: Signature of Title: By: Address for Notices Signature of 5010 Eucalyptus _____________ COMERICA BANK- – reference into that certain Loan and Security Agreement dated August 5, 2003 (the “Agreement”) executed by PROVENA FOODS, INC., a California corporation “(Borrower”) in favor of COMERICA BANK- CALIFORNIA (“Bank”). Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Loan and Security Agreement. Notwithstanding anything to the contrary _____________ COMERICA BANK- – such amount shall increase by a minimum of fifty percent (50%) of Borrower’s Net Income as of December 31, 2003, and each quarter thereafter.” PROVENA FOODS, INC. COMERICA BANK- CALIFORNIA By: /s/ THOMAS J MULRONEY By: /s/ STEPHEN MOORE Name: Thomas J Mulroney Stephen Moore Its: CFO Its: Vice President-Western Division _____________ dt 1424113
$50	Preview Subscribers	2004	Offering and Remarketing Agreement Offering and Remarketing Agreement (80K) Doc #202180: Click preview link for longer preview. OFFERING AND REMARKETING AGREEMENT between PROVENA FOODS INC., a California corporation and RBC DAIN RAUSCHER, INC. Dated as of December 1, 2003 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions 2 Section 1.02. Other Terms . . . 202180	Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Offering and Remarketing Agreement: PROVENA FOODS INC. – Offering and Remarketing Agreement EX-10.62 8 dex1062.htm OFFERING AND REMARKETING AGREEMENT EXHIBIT 10.62 OFFERING AND REMARKETING AGREEMENT between PROVENA FOODS INC. , a California corporation and RBC DAIN RAUSCHER, INC. Dated as of December 1, 2003 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions 2 Section _____________ PROVENA FOODS INC. – Remain Book-Entry-Only 25 Section 10.09. Amendments 25 ii OFFERING AND REMARKETING AGREEMENT THIS OFFERING AND REMARKETING AGREEMENT, dated as of December 1, 2003 (this Agreement), is between PROVENA FOODS INC. , a California corporation (the Corporation), and RBC DAIN RAUSCHER, INC., a New York corporation (as offering agent, the Offering Agent; as remarketing agent, the Remarketing Agent; and as Offering _____________ Provena Foods Inc. – or when sent by telegram or telecopy (receipt confirmed by telephone), or when given by telephone and promptly confirmed in writing, communicated or addressed as follows: If to the Corporation: Provena Foods Inc. 56010 Eucalyptus Avenue Chino, California 97710 Attention: Thomas J. Mulroney, Chief Financial Officer Telephone: (909) 627-1082 Telecopier: (909) 627-7315 If to the Agent: RBC Dain Rauscher, Inc. _____________ PROVENA FOODS INC. – to the Trustee promptly after the execution and delivery thereof. 25 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives. PROVENA FOODS INC. By /s/ THOMAS J. MULRONEY Thomas J. Mulroney, Vice President RBC DAIN RAUSCHER, INC. By /s/ CATHERINE BANDO Catherine Bando, Managing Director [Signature Page to Offering and Remarketing Agreement] _____________ dt 1474229 ; Provena Foods Provena Foods Inc. ( Food Processing ) ;	RBC RBC Dain Rauscher Inc. ( Financial ) As referenced in this Offering and Remarketing Agreement: RBC DAIN RAUSCHER, – 62 8 dex1062.htm OFFERING AND REMARKETING AGREEMENT EXHIBIT 10.62 OFFERING AND REMARKETING AGREEMENT between PROVENA FOODS INC., a California corporation and RBC DAIN RAUSCHER, INC. Dated as of December 1, 2003 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions 2 Section _____________ RBC DAIN RAUSCHER, – OFFERING AND REMARKETING AGREEMENT, dated as of December 1, 2003 (this Agreement), is between PROVENA FOODS INC., a California corporation (the Corporation), and RBC DAIN RAUSCHER, INC., a New York corporation (as offering agent, the Offering Agent; as remarketing agent, the Remarketing Agent; and as Offering Agent and _____________ RBC Dain Rauscher, – Avenue Chino, California 97710 Attention: Thomas J. Mulroney, Chief Financial Officer Telephone: (909) 627-1082 Telecopier: (909) 627-7315 If to the Agent: RBC Dain Rauscher, Inc. 777 South Figueroa Street, Suite 850 Los Angeles, California 90017 Attention: Catherine Bando, Sr. Vice President Telephone: (213) 362-4137 Telecopier: ( _____________ RBC DAIN RAUSCHER, – Agreement to be executed by their respective duly authorized representatives. PROVENA FOODS INC. By /s/ THOMAS J. MULRONEY Thomas J. Mulroney, Vice President RBC DAIN RAUSCHER, INC. By /s/ CATHERINE BANDO Catherine Bando, Managing Director [Signature Page to Offering and Remarketing Agreement] _____________ dt 152349 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Offering and Remarketing Agreement: U.S. Bank National Association, – Indenture of Trust, dated as of December 1, 2003 (as supplemented and amended from time to time, the Indenture), between the Corporation and U.S. Bank National Association, Los Angeles, California, as trustee (the Trustee). The proceeds of each Series of Bonds will be made available to the Corporation, and _____________ U.S. Bank National Association – 850 Los Angeles, California 90017 Attention: Catherine Bando, Sr. Vice President Telephone: (213) 362-4137 Telecopier: (213) 624-5263 If to the Trustee: U.S. Bank National Association One California Street, Suite 2550 San Francisco, California 94111 Attention: Loyce Harrison Bailey Telephone: (415) 273-4540 Telecopier: (415) 273-4590 If _____________ dt 188038
$38	Preview Subscribers	2004	Notice of Restricted Stock Award Notice of Restricted Stock Award (20K) Doc #241305: Click preview link for longer preview. PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD You have been granted restricted shares (the ?Shares?) of Common Stock of Provena Foods Inc. (the ?Company?) on the following terms: Name of Recipient: Theodore L. Arena Total Number of Shares Granted: 150,000 Fair Market Value per Share: $1.36 Total Fair Market Value of Award: $204,000 Date of Grant: February 26, 2004 Vesting Commencement . . . 241305	Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Notice of Restricted Stock Award: PROVENA FOODS INC. – Notice of Restricted Stock Award and Restricted Stock Agreement EX-10.64 10 dex1064.htm NOTICE OF RESTRICTED STOCK AWARD AND RESTRICTED STOCK AGREEMENT EXHIBIT 10.64 PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD You have been granted restricted shares (the Shares) of Common Stock of Provena Foods Inc. (the Company) on the following _____________ Provena Foods Inc. – RESTRICTED STOCK AGREEMENT EXHIBIT 10.64 PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD You have been granted restricted shares (the Shares) of Common Stock of Provena Foods Inc. (the Company) on the following terms: Name of Recipient: Theodore L. Arena Total Number of Shares Granted: 150,000 Fair Market Value per Share: $1.36 Total Fair Market _____________ Provena Foods Inc. – as defined in the Restricted Stock Agreement), until fully vested. You and the Company agree that the Shares are granted under and governed by the terms and conditions of the Provena Foods Inc. Stock Grant Plan dated December 11, 2002, as amended October 24, 2003 (the Plan) and the Restricted Stock Agreement, which is attached to and made a part of this _____________ PROVENA FOODS INC. – by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. RECIPIENT: PROVENA FOODS INC. /s/ THEODORE L. ARENA /s/ THOMAS J. MULRONEY Theodore L. Arena By: Thomas J. Mulroney Title: Chief Financial Officer PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: RESTRICTED STOCK AGREEMENT _____________ PROVENA FOODS INC. – site, it will notify you by email. RECIPIENT: PROVENA FOODS INC. /s/ THEODORE L. ARENA /s/ THOMAS J. MULRONEY Theodore L. Arena By: Thomas J. Mulroney Title: Chief Financial Officer PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: RESTRICTED STOCK AGREEMENT 1. Payment for Shares. No payment is required for the Shares that you are receiving. 2. Vesting. The Shares that you are _____________ dt 1309761 ; Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Notice of Restricted Stock Award: PROVENA FOODS INC. – Notice of Restricted Stock Award and Restricted Stock Agreement EX-10.64 10 dex1064.htm NOTICE OF RESTRICTED STOCK AWARD AND RESTRICTED STOCK AGREEMENT EXHIBIT 10.64 PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD You have been granted restricted shares (the Shares) of Common Stock of Provena Foods Inc. (the Company) on the following _____________ Provena Foods Inc. – RESTRICTED STOCK AGREEMENT EXHIBIT 10.64 PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: NOTICE OF RESTRICTED STOCK AWARD You have been granted restricted shares (the Shares) of Common Stock of Provena Foods Inc. (the Company) on the following terms: Name of Recipient: Theodore L. Arena Total Number of Shares Granted: 150,000 Fair Market Value per Share: $1.36 Total Fair Market _____________ Provena Foods Inc. – as defined in the Restricted Stock Agreement), until fully vested. You and the Company agree that the Shares are granted under and governed by the terms and conditions of the Provena Foods Inc. Stock Grant Plan dated December 11, 2002, as amended October 24, 2003 (the Plan) and the Restricted Stock Agreement, which is attached to and made a part of this _____________ PROVENA FOODS INC. – by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. RECIPIENT: PROVENA FOODS INC. /s/ THEODORE L. ARENA /s/ THOMAS J. MULRONEY Theodore L. Arena By: Thomas J. Mulroney Title: Chief Financial Officer PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: RESTRICTED STOCK AGREEMENT _____________ PROVENA FOODS INC. – site, it will notify you by email. RECIPIENT: PROVENA FOODS INC. /s/ THEODORE L. ARENA /s/ THOMAS J. MULRONEY Theodore L. Arena By: Thomas J. Mulroney Title: Chief Financial Officer PROVENA FOODS INC. 2003 STOCK INCENTIVE PLAN: RESTRICTED STOCK AGREEMENT 1. Payment for Shares. No payment is required for the Shares that you are receiving. 2. Vesting. The Shares that you are _____________ dt 1309762 ;	Provena Foods Provena Foods Inc. ( Food Processing )
$29	Preview Subscribers	2004	Reimbursement Agreement Reimbursement Agreement (105K) Doc #202181: Click preview link for longer preview. REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (the Agreement), is dated as of December 1, 2003, by and between PROVENA FOODS, INC., a California corporation (the Obligor), and COMERICA BANK (the Credit Bank). WITNESSETH WHEREAS, the Obligor proposes to (a) refinance the cost of acquisition and construction of an approximately 87,850 square foot building in the Crossroads Commercial Industrial Park located in Lathrop, California (collectively, the Project), (b) refinance existing indebtedness to Credit Bank, and (c) finance the costs of issuance of the Bonds (defined below); WHEREAS, in order to refinance the cost of acquisition and construction of the Project, to refinance the existing indebtedness to Credit Bank and to finance to costs of issuance of the Bonds, the Obligor will issue Provena Foods Inc. Variable/Fixed Rate Demand Bonds, Series 2003A (the Bonds), in the principal amount of $6,300,000; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured, and to secure the payment of the principal thereof and of the interest and premium, if any, thereon, the Obligor has entered into an Indenture (the Indenture), dated as of December 1, 2003, between the Obligor and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, having a corporate trust office in the City of San Francisco, California (the Trustee); WHEREAS, pursuant to the Indenture, the Trustee will make certain disbursements according to the terms more specifically set forth in the Indenture; WHEREAS, the Obligor has requested that the Credit Bank issue in favor of the Trustee, for the account of the Obligor, a direct-pay letter of credit (the Letter of Credit) in an initial stated amount of $6,378,750.00, which Letter of Credit is to be available to be drawn upon to provide funds for the payment of principal and interest on the Bonds when due and payable; WHEREAS, the Obligor will be responsible for the reimbursement of amounts drawn under the Letter of Credit and for certain fees and amounts due with respect to the Letter of Credit and this Agreement; WHEREAS, the Credit Bank has agreed to issue the Letter of Credit on the terms and subject to the conditions contained herein; -1- WHEREAS, any Bonds purchased by the Credit Bank by application of amounts drawn under the Letter of Credit pursuant to a Principal Drawing or an Interest Drawing (as defined herein) on the Letter of Credit shall be reflected on the records of the Trustee as being held for the account of the Credit Bank until the Credit Bank has been reimbursed for the amount so drawn and interest accrued thereon in accordance with this Agreement, which reimbursement may be satisfied by the payment of the principal and interest represented by the Bonds so held by or for the account of the Credit Bank, as provided herein and in such Bonds, or the payment to the Credit Bank pursuant to the terms of that certain Offering and Remarketing Agreement dated as of December 1, 2003 (the Remarketing Agreement), between the Obligor and RBC Dain Rauscher, Inc., a New York corporation, as remarketing agent, following the remarketing of the Bonds. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS. For purposes of this Agreement, capitalized terms used herein which are not defined herein shall have the meanings set forth in the Indenture. In addition, the following terms shall have the following meanings: Agreement shall mean this Reimbursement Agreement, including any Exhibits hereto, as the same may be supplemented, amended or amended and restated from time to time. Base Rate shall mean the per annum rate of interest publicly announced from time to time by the Credit Bank as its reference rate or prime rate. Bonds shall have the meaning set forth in the second WHEREAS clause hereof. Bond Documents shall mean, at any time, each of the following as in effect or as outstanding, as the case may be, at such time: (i) the Bonds; (ii) the Indenture; (iii) the Remarketing Agreement; (iv) this Agreement; (v) the Deed of Trust; (vi) the Security Agreement; and (ix) any other agreements, instruments, certificates or other documents executed in connection with the foregoing (other than the Environmental Indemnity). Business Day shall mean a day other than (i) a Saturday or Sunday, or (ii) a day on which the banking institutions in (a) New York, New York or (b) San Francisco, California or (c) the cities in which the Trustee or the Tender Agent (as defined in the Indenture) have their respective principal offices are authorized or 202181	Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Reimbursement Agreement: PROVENA FOODS, INC. – Reimbursement Agreement EX-10.63 9 dex1063.htm REIMBURSEMENT AGREEMENT EXHIBIT 10.63 REIMBURSEMENT AGREEMENT Between COMERICA BANK and PROVENA FOODS, INC. , a California corporation Dated as of December 1, 2003 Irrevocable Direct Pay Letter of Credit No. 588223-43 $6,378,750.00 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS _____________ PROVENA FOODS, INC. – Law 37 SECTION 14.10 Counterparts 37 SECTION 14.11 Severability 37 -iii- REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (the Agreement), is dated as of December 1, 2003, by and between PROVENA FOODS, INC. , a California corporation (the Obligor), and COMERICA BANK (the Credit Bank). WITNESSETH WHEREAS, the Obligor proposes to (a) refinance the cost of acquisition and construction of an approximately 87, _____________ Provena Foods Inc. – cost of acquisition and construction of the Project, to refinance the existing indebtedness to Credit Bank and to finance to costs of issuance of the Bonds, the Obligor will issue Provena Foods Inc. Variable/Fixed Rate Demand Bonds, Series 2003A (the Bonds), in the principal amount of $6,300,000; WHEREAS, in order to provide for the authentication and delivery of the _____________ Provena Foods, Inc. – amended Letter of Credit or any substitute therefor issued to support the Bonds. Letter of Credit Fee shall have the meaning set forth in Section 2.2. Obligor shall mean Provena Foods, Inc. , a California corporation. Offering Memorandum shall mean the Offering Memorandum relating to the delivery and sale of the Bonds, including without limitation any supplement to such Offering Memorandum. PBGC _____________ Provena Foods Inc. – delivered at the address specified below. All notices given by telex, facsimile or other electronic means shall be confirmed in writing as promptly as practicable. -35- If to the Obligor: Provena Foods Inc. 5010 Eucalyptus Avenue Chino, California 91710 Attention: Thomas J. Mulroney, Chief Financial Officer Telephone: (909) 627-1082 Facsimile: (909) 627-7315 with a copy to counsel: Procopio, Cory, Hargreaves & _____________ dt 1474230 ; Provena Foods Provena Foods Inc. ( Food Processing ) As referenced in this Reimbursement Agreement: PROVENA FOODS, INC. – Reimbursement Agreement EX-10.63 9 dex1063.htm REIMBURSEMENT AGREEMENT EXHIBIT 10.63 REIMBURSEMENT AGREEMENT Between COMERICA BANK and PROVENA FOODS, INC. , a California corporation Dated as of December 1, 2003 Irrevocable Direct Pay Letter of Credit No. 588223-43 $6,378,750.00 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS _____________ PROVENA FOODS, INC. – Law 37 SECTION 14.10 Counterparts 37 SECTION 14.11 Severability 37 -iii- REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (the Agreement), is dated as of December 1, 2003, by and between PROVENA FOODS, INC. , a California corporation (the Obligor), and COMERICA BANK (the Credit Bank). WITNESSETH WHEREAS, the Obligor proposes to (a) refinance the cost of acquisition and construction of an approximately 87, _____________ Provena Foods, Inc. – amended Letter of Credit or any substitute therefor issued to support the Bonds. Letter of Credit Fee shall have the meaning set forth in Section 2.2. Obligor shall mean Provena Foods, Inc. , a California corporation. Offering Memorandum shall mean the Offering Memorandum relating to the delivery and sale of the Bonds, including without limitation any supplement to such Offering Memorandum. PBGC _____________ PROVENA FOODS, INC. – jurisdiction. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first above written. PROVENA FOODS, INC. , a California corporation By: /s/ THOMAS J. MULRONEY Name: Thomas J. Mulroney Title: VICE PRESIDENT COMERICA BANK By: /s/ STEPHEN MOORE Name: STEPHEN MOORE Title: VICE PRESIDENT -38- _____________ dt 1474236 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Reimbursement Agreement: COMERICA BANK – Reimbursement Agreement EX-10.63 9 dex1063.htm REIMBURSEMENT AGREEMENT EXHIBIT 10.63 REIMBURSEMENT AGREEMENT Between COMERICA BANK and PROVENA FOODS, INC., a California corporation Dated as of December 1, 2003 Irrevocable Direct Pay Letter of Credit No. 588223-43 $ _____________ COMERICA BANK – REIMBURSEMENT AGREEMENT (the Agreement), is dated as of December 1, 2003, by and between PROVENA FOODS, INC., a California corporation (the Obligor), and COMERICA BANK (the Credit Bank). WITNESSETH WHEREAS, the Obligor proposes to (a) refinance the cost of acquisition and construction of an approximately 87,850 _____________ Comerica Bank, – mean the Internal Revenue Code of 1986, as amended, and the regulations, rulings and proclamations promulgated or issued thereunder. Credit Bank shall mean Comerica Bank, and its successors and assigns, as issuer of the Letter of Credit or any substitute Letter of Credit. Credit Provider Rate shall _____________ Comerica Bank – 2100 San Diego, California 92101-4469 Attention: Raymond G. Wright Telephone: (619) 515-3248 Facsimile: (619) 235-0398 If to the Credit Bank: Comerica Bank 333 West Santa Clara Street, MC 4884 San Jose, California 95113 Attention: Stephen Moore Telephone: (408) 556-5369 Facsimile: (408) 556-5290 _____________ COMERICA BANK – the date first above written. PROVENA FOODS, INC., a California corporation By: /s/ THOMAS J. MULRONEY Name: Thomas J. Mulroney Title: VICE PRESIDENT COMERICA BANK By: /s/ STEPHEN MOORE Name: STEPHEN MOORE Title: VICE PRESIDENT -38- _____________ dt 107059 ;	RBC RBC Dain Rauscher Inc. ( Financial ) As referenced in this Reimbursement Agreement: RBC Dain Rauscher, – to the terms of that certain Offering and Remarketing Agreement dated as of December 1, 2003 (the Remarketing Agreement), between the Obligor and RBC Dain Rauscher, Inc., a New York corporation, as remarketing agent, following the remarketing of the Bonds. AGREEMENT NOW, THEREFORE, in consideration of the mutual _____________ RBC Dain Rauscher, – receivable divided by Current Liabilities. Reimbursement Deposit Account shall have the meaning set forth in Section 8.1 hereof. Remarketing Agent shall mean RBC Dain Rauscher, Inc., a New York corporation, as Remarketing Agent under the Remarketing Agreement, or any successor to it as remarketing agent. Remarketing Agreement _____________ dt 152350 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Reimbursement Agreement: U.S. Bank National Association, – premium, if any, thereon, the Obligor has entered into an Indenture (the Indenture), dated as of December 1, 2003, between the Obligor and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, having a corporate trust office in _____________ U.S. Bank National Association, – to that term in the Letter of Credit. Transfer Fee shall mean the fee described in Section 2.5 hereof. Trustee shall mean U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, having a corporate trust office in _____________ dt 188039 ;