BILL OF SALE AGREEMENT
For value received, CoBank, ACB ("CoBank"), as secured party and pursuant to a UCC private sale of
foreclosure, does hereby sell and transfer to Agrilink Foods, Inc. ("Agrilink"), the following described personal
property of PF Acquisition II, Inc. d/b/a AgriFrozen Foods ("AgriFrozen"):
(a) All frozen vegetable inventories and related supplies, ingredients and packaging materials, including without
limitation, seed, raw materials, work in process, bulk goods, finished goods and merchandise, as such inventories
were determined from AgriFrozen's accounting records as of 12:01 a.m. Pacific Time on January 28, 2001, and
with respect to any of such inventories that have been sold after the above time and date, all proceeds from the
sale of such inventories (including accounts and other payment rights arising from the sale of such inventories);
(b) to the extent subject to CoBank's security interest, all claims and causes of action against Pro-Fac
Cooperative, Inc., a New York cooperative corporation ("Pro-Fac"), arising under the Marketing and
Facilitation Agreement dated as of February 22, 1999 between AgriFrozen and Pro-Fac in respect of any over-
payments by AgriFrozen to Pro-Fac pertaining to the 1999 or 2000 crop seasons (collectively "Property").
The above described Property has been sold by CoBank in the exercise of its rights as a secured party under a
security agreement made by AgriFrozen in favor of CoBank. CoBank is neither a manufacturer nor distributor of,
nor dealer or merchant in, said Property.
Agrilink and CoBank agree as follows:
1. Agrilink promises to pay CoBank the amount of $31,603,880.00 (the "Purchase Price") for the Property
described above. The Purchase Price is payable in two installments:
(a) $10,000,000 is due and payable on April 1, 2001; and
(b) the balance is due and payable on August 1, 2001.
2. Agrilink's obligation to pay the Purchase Price will not accrue interest except as follows: (i) if AgriFrozen