EX-10.35 9 dex1035.txt AMENDMENT TO RESTATED CREDIT AGREEMENT / 2/26/2002 Exhibit 10.35 AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of February 26, 2002 (this "Amendment"), --------- to the Fifth Amended and Restated Credit Agreement, dated as of November 1, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit ------ Agreement"), among Aurora Foods Inc. (the "Company"), the financial institutions --------- ------- parties thereto (the "Lenders") and the Agents. ------- W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to Company; WHEREAS, Company has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used ------------- herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendments to Credit Agreement. ------------------------------ (a) Amendments to Subsection 1.1. Subsection 1.1 of the Credit Agreement is ---------------------------- hereby amended by deleting the term "Subordinated Notes" and adding the following defined terms in proper alphabetical order: "Short-Term Lender" means JPMorgan Chase Bank and any other participating ----------------- Lender. "Short-Term Loans" has the meaning assigned to that term in subsection 2.9. ---------------- "Sponsor Equity Issuance" means the issuance of preferred or common capital ----------------------- stock of the Borrower with a value of up to $5,000,000 to any of the MDC Entities, Fenway or UBS to repurchase receivables previously sold to the MDC Entities, Fenway or UBS under the receivables purchase facility existing pursuant to the Receivables Purchase Agreement, dated as of April 19, 2000, between Company and JPMorgan Chase Bank. "Subordinated Notes" means collectively the Existing Subordinated Notes and ------------------ the Tack-on Notes. 2 "Tack-on Notes" means the 8-3/4% senior subordinated notes due 2008 issued ------------- in 2002 in an amount of up to $85,000,000 pursuant to a supplement to the Existing Subordinated Note Indenture governing the 8-3/4% Senior Subordinated Notes of Company due 2008 issued on July 1, 1998 and having terms and conditions substantially identical thereto. (b) Amendment to Section 2. Section 2 of the Credit Agreement is hereby ---------------------- amended by adding the following subsection in the proper numerical order: 2.9 Short-Term Loans. Subject to the terms and conditions hereof, ---------------- Company may request that the Short-Term Lenders make a loan (the "Short-Term ---------- Loan", which so long as it shall be outstanding shall be a "Loan" hereunder) ---- under this Agreement to Company on the contemplated date of issuance of the Tack-on Notes in an aggregate principal amount equal to $50,000,000, which shall be deposited into a deposit account at JPMorgan Chase Bank which shall be a blocked account until payment of the Short-Term Loan. The Short-Term Loan shall be used for the purposes identified in subsection 2.5E. The Short-Term Loan shall be due and payable on the stated maturity date as provided for in a separate promissory note, and shall be paid on such date from (a) if the Tack-on Notes are issued, the proceeds of such Tack-on Notes as provided in subsection 2.4C(ii) or (b) if the Tack-on Notes are not issued, the funds on deposit in such account at JPMorgan Chase Bank, unless otherwise agreed by Company and the Short-Term Lenders. Company hereby agrees that JPMorgan Chase Bank may debit such account to repay the Short-Term Loan with such funds on deposit. The Short-Term Loan shall not have any scheduled principal repayments prior to such maturity date. Company may make only one borrowing of the Short-Term Loan. Amounts borrowed under this subsection 2.9 and subsequently prepaid may not be reborrowed. The Short-Term Loan may be prepaid by Company at any time from the funds on deposit in such account at JPMorgan Chase Bank, and shall be subject to mandatory prepayment as provided in subsection 2.4C(ii). Company shall pay interest on and fees in relation to the Short-Term Loan as separately agreed upon by Company and the Short-Term Lenders. (c) Amendments to Subsection 2.2B. Subsection 2.2B of the Credit Agreement ----------------------------- is hereby amended by deleting the phrase "either a one-, two- or three-month period;" from the first sentence thereof and substituting in lieu thereof the following phrase: either a one-, two-, three- or six-month period; (d) Amendments to Subsection 2.4. (i) Subsection 2.4C(ii) of the Credit ---------------------------- Agreement is hereby amended by inserting the following immediately after the phrase "fourth, to the extent of any remaining portion of the Applied Amount, to ------ further permanently reduce the Revolving Loan Commitments to the full extent thereof;": provided that with respect to a mandatory prepayment of the Loans -------- pursuant to subsection 2.4B(iii)(b) as a result of the incurrence of Indebtedness under the Tack-on Notes, such Applied Amount shall be applied: first to prepay the Short-Term Loan and second, to the ----- ------ extent of any remaining portion of the Applied Amount, to prepay the Tranche A Term Loans and Tranche B Term Loans pro 3 rata, with such prepayment to be applied to the respective remaining installments thereof on a pro rata basis; and (ii) Subsection 2.4C(iii) of the Credit Agreement is hereby amended by deleting the word "Any" at the beginning of each sentence thereof, and substituting in lieu thereof the phrase "Except as otherwise provided in subsection 2.4C(ii), any". (e) Amendment to Subsection 2.5. Subsection 2.5 of the Credit Agreement --------------------------- is hereby amended by adding the following subdivision (E) immediately following subdivision (D): E. Short-Term Loan. The proceeds of the Short-Term Loan shall be --------------- deposited into the deposit account referred to in subsection 2.9 and thereafter applied (i) if the Tack-on Notes are issued, to (a) repurchase receivables sold pursuant to the Receivables Purchase Agreement, dated as of April 19, 2000, between Company and JPMorgan Chase Bank in order to terminate such agreement and (b) prepay outstanding Swing Line Loans and Revolving Loans in accordance with subsection 2.4B(i) or (ii) if the Tack-on Notes are not issued, to pay or prepay the Short-Term Loan. (f) Amendment to Section 4. Section 4 of the Credit Agreement is hereby ---------------------- amended by adding the following subsection in the proper numerical order: 4.4 Conditions to Short-Term Loan. The obligation of the ----------------------------- Short-Term Lenders to make the Short-Term Loan are, in addition to the conditions precedent specified in subsection 4.2, subject to the condition that the Administrative Agent shall have received (a) a certificate of the Company, dated the Effective Date, certifying that the Tack-on Notes have been priced and that there exists no fact or circumstance known to the Company that would prevent the issuance of the Tack-on Notes and (b) a promissory note, substantially in the form attached hereto as Exhibit VI, duly executed by Company and issued to each Short-Term Lender. (g) Amendment to Subsection 7.1. Subsection 7.1(vi) of the Credit Agreement --------------------------- is hereby amended by adding the phrase "the Short-Term Loan," immediately before the phrase "the Term Loans". (h) Amendments to Subsection 7.6. Subsection 7.6 of the Credit Agreement is ---------------------------- hereby amended as follows: 4 (i) by deleting the portion of the table appearing at the end of subsection 7.6A of the Credit Agreement relating to the periods set forth below and substituting in lieu thereof the following: ---------------------------------------------------------------------- MINIMUM CONSOLIDATED TEST PERIOD CASH INTEREST COVERAGE RATIO ---------------------------------------------------------------------- 10/01/01 - 12/31/01 1.40:1.00 ---------------------------------------------------------------------- 1/01/02 - 3/31/02 1.50:1.00 ---------------------------------------------------------------------- 4/01/02 - 6/30/02 1.55:1.00 ---------------------------------------------------------------------- 7/01/02 - 9/30/02 1.55:1.00 ---------------------------------------------------------------------- 10/01/02 - 12/31/02 1.60:1.00 ---------------------------------------------------------------------- 1/01/03 - 3/31/03 1.65:1.00 ---------------------------------------------------------------------- (ii) by (A) deleting the portion of the table appearing at the end of subsection 7.6B of the Credit Agreement relating to the periods set forth below and substituting in lieu thereof the following: ----------------------------------------------------------------------- TEST PERIOD MAXIMUM LEVERAGE RATIO ----------------------------------------------------------------------- 10/01/01 - 12/31/01 6.40:1.00 ----------------------------------------------------------------------- 1/01/02 - 3/31/02 6.65:1.00 ----------------------------------------------------------------------- 4/01/02 - 6/30/02 6.55:1.00 ----------------------------------------------------------------------- 7/01/02 - 9/30/02 6.55:1.00 ----------------------------------------------------------------------- 10/01/02 - 12/31/02 6.20:1.00 ----------------------------------------------------------------------- 1/01/03 - 3/31/03 6.10:1.00 ----------------------------------------------------------------------- and (B) adding the following provision immediately after the table appearing at the end of subsection 7.6B of the Credit Agreement: ; provided that in the event that the Tack-on Notes are issued -------- before March 31, 2003, the portion of the table above starting with the period during which such issuance occurs and through each succeeding period set forth below shall be deleted and the following, to the extent applicable, shall be substituted in lieu thereof: ----------------------------------------------------------------------- TEST PERIOD MAXIMUM LEVERAGE RATIO ----------------------------------------------------------------------- 1/01/02 - 3/31/02 6.95:1.00 ----------------------------------------------------------------------- 4/01/02 - 6/30/02 6.85:1.00 ----------------------------------------------------------------------- 7/01/02 - 9/30/02 6.85:1.00 ----------------------------------------------------------------------- 10/01/02 - 12/31/02 6.50:1.00 ----------------------------------------------------------------------- 1/01/03 - 3/31/03 6.40:1.00 ----------------------------------------------------------------------- 5 (iii) by deleting the portion of the table appearing at the end of subsection 7.6C of the Credit Agreement relating to the periods set forth below and substituting in lieu thereof the following: --------------------------------------------------------------------- TEST PERIOD MINIMUM FIXED CHARGE COVERAGE RATIO --------------------------------------------------------------------- 10/01/01 - 12/31/01 0.95:1.00 --------------------------------------------------------------------- 1/01/02 - 3/31/02 0.90:1.00 --------------------------------------------------------------------- 4/01/02 - 6/30/02 0.90:1.00 --------------------------------------------------------------------- 7/01/02 - 9/30/02 0.90:1.00 --------------------------------------------------------------------- 10/01/02 - 12/31/02 0.95:1.00 --------------------------------------------------------------------- 1/01/03 - 3/31/03 1.00:1.00 --------------------------------------------------------------------- (iv) by deleting subsection 7.6D of the Credit Agreement in its entirety and substituting in lieu thereof the following: D. Maximum Consolidated Capital Expenditures. Company shall not, ----------------------------------------- and shall not permit any of its respective Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Capital Expenditures Amount") set forth ------------------------------------------------ below opposite such Fiscal Year: ------------------------------------------------------------------------ MAXIMUM CONSOLIDATED FISCAL YEAR CAPITAL EXPENDITURES (OR PORTION THEREOF) AMOUNT ------------------------------------------------------------------------ Fiscal Year ending in December 1998 $40,000,000 and December 1999 ------------------------------------------------------------------------ Fiscal Year ending in December 2000 $25,000,000 and December 2001 ------------------------------------------------------------------------ Fiscal Year ending in December 2002 $30,000,000 and each Fiscal Year thereafter ------------------------------------------------------------------------ provided, however, that for purposes of this subsection 7.6D, -------- ------- Consolidated Capital Expenditures shall not include expenditures not exceeding $4,000,000 incurred on or prior to December 31, 2001 related to a capital lease or leases for Company's headquarters and product development center. 6 (v) by deleting the table appearing at the end of subsection 7.6F of the Credit Agreement in its entirety and substituting in lieu thereof the following: ----------------------------------------------------------------- TEST PERIOD MAXIMUM SENIOR LEVERAGE RATIO ----------------------------------------------------------------- 1/01/01 - 3/31/01 4.50:1.00 ----------------------------------------------------------------- 4/01/01 - 6/30/01 4.25:1.00 ----------------------------------------------------------------- 7/01/01 - 9/30/01 4.11:1.00 ----------------------------------------------------------------- 10/01/01 - 12/31/01 4.00:1.00 ----------------------------------------------------------------- 1/01/02 - 3/31/02 4.10:1.00 ----------------------------------------------------------------- 4/01/02 - 6/30/02 4.05:1.00 ----------------------------------------------------------------- 7/01/02 - 9/30/02 4.00:1.00 ----------------------------------------------------------------- 10/01/02 - 12/31/02 3.70:1.00 ----------------------------------------------------------------- 1/01/03 - 3/31/03 3.65:1.00 ----------------------------------------------------------------- (i) Amendments to Exhibits. The Exhibits to the Credit Agreement are hereby ---------------------- amended by deleting Exhibit VI in its entirety and substituting in lieu thereof Exhibit VI to this Amendment. SECTION 3. Waivers to the Credit Agreement. ------------------------------- (a) Waivers in Respect of Receivables Purchase Agreement. Any breach by ---------------------------------------------------- Company of subsection 2.4B(iii)(a), 7.2 or 7.7 of the Credit Agreement with respect to the Receivables Purchase Agreement, dated as of April 19, 2000, between Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (as amended, supplemented or otherwise modified from time to time, the "Receivables Purchase Agreement"), and the use of the Net Proceeds thereof (with ------------------------------ respect to any breach of subsection 2.4B(iii)(a), solely to the extent such Net Proceeds do not exceed $50,000,000 in any 10-day period) and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived only for the period ending on the earlier of (a) December 31, 2002 or (b) the date the proceeds from the issuance of the Tack-on Notes are used to repurchase receivables sold pursuant to the Receivables Purchase Agreement in order to terminate such agreement. (b) Waiver in Respect of Issuance of Tack-on Notes. Any breach by Company ---------------------------------------------- of subsection 7.12B of the Credit Agreement with respect to the issuance of the Tack-on Notes and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived. (c) Waivers in Respect of Sponsor Equity Issuance. Any breach by Company --------------------------------------------- of subsections 7.9 or 7.12D of the Credit Agreement with respect to the Sponsor Equity Issuance and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived. 7 SECTION 4. Additional Covenants. Company hereby irrevocably agrees, -------------------- subject to the making of the Short-Term Loan, to make a voluntary prepayment of the Swing Line Loans and Revolving Loans in an amount equal to the excess of the proceeds from the Short-Term Loan over the portion of such proceeds required to repurchase receivables sold pursuant to the Receivables Purchase Agreement in order to terminate such agreement, in accordance with the provisions of subsection 2.4B(i) of the Credit Agreement. SECTION 5. Conditions to Effectiveness of Amendment. This Amendment ---------------------------------------- shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): -------------- (a) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of (i) Company, (ii) the Guarantor, (iii) the Requisite Lenders, (iv) Non-Defaulting Lenders having or holding more than 50% of the aggregate Tranche A Term Loan Exposure of all Non-Defaulting Lenders, (v) Non-Defaulting Lenders having or holding more than 50% of the aggregate Tranche B Term Loan Exposure of all Non-Defaulting Lenders and (vi) the Short-Term Lenders. (b) Company shall have paid all accrued fees and expenses of the Administrative Agent, the Short-Term Lenders and the reasonable expenses of the Lenders, including the accrued fees and expenses of counsel to the Administrative Agent. (c) After giving effect to the Amendment, no Event of Default or Potential Event of Default shall have occurred and be continuing. SECTION 6. Representations and Warranties. To induce the Lenders ------------------------------ parties hereto to enter into this Amendment, Company hereby represents and warrants to the Administrative Agent and all of the Lenders that the representations and warranties made by Company in the Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Amendment, as if made on and as of the date hereof. SECTION 7. Effect on the Loan Documents. (a) Except as specifically ---------------------------- amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment, except as expressly provided herein, shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 8. Amendment Fee. Company shall pay to each Lender which ------------- executes and delivers this Amendment prior to 12:00 noon, New York City time, February 26, 2002, a fee equal to 0.20% of the sum of such Lender's (a) Revolving Credit Commitment, (b) 8 outstanding Tranche A Term Loans and (c) outstanding Tranche B Term Loans, such fee to be earned as of the Effective Date and payable no later than February 27, 2002. SECTION 9. Costs, Expenses and Taxes. Company agrees to pay on demand ------------------------- all actual and reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered thereunder and hereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent (including allocated costs of internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder. Company further agrees to pay on demand all costs and expenses of the Administrative Agent and each of the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses (including allocated costs of internal counsel) in connection with the enforcement of rights under this Section 9. SECTION 10. Affirmation of Subsidiary Guaranty, Pledge Agreement and -------------------------------------------------------- Credit Agreement. The Guarantor hereby consents to the modification of the ---------------- Credit Agreement contemplated hereby and each of Company and the Guarantor hereby acknowledge and agree that the guarantees contained in the Subsidiary Guaranty, the pledge of stock contained in the Pledge Agreement and the obligations contained in the Credit Agreement as modified hereby are, and shall remain, in full force and effect. SECTION 11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND ------------- OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 12. Execution in Counterparts. This Amendment may be executed ------------------------- by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with Company and the Administrative Agent. 9 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. AURORA FOODS INC. By: /s/ Christopher T. Sortwell ------------------------------- Name: Christopher T. Sortwell Title: EVP-CFO SEA COAST FOODS, INC. By: /s/ Christopher T. Sortwell ------------------------------- Name: Christopher T. Sortwell Title: CFO & Secretary JP MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Administrative Agent, Lender and as a Short-Term Lender By: /s/ Kathryn A. Duncan ------------------------------- Name: Kathryn A. Duncan Title: Vice President AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor By: /s/ John W. Fraser --------------------------------- Name: John W. Fraser Title: Managing Director ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula --------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Charles D. Mires --------------------------------- Name: Charles D. Mires Title: Authorized Signatory APEX (IDM) CDO I, LTD. By: /s/ Roshan White --------------------------------- Name: Roshan White Title: Vice President ARCHIMEDES FUNDING, LLC. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Helen Y. Rhee --------------------------------- Name: Helen Y. Rhee Title: Vice President & Portfolio Manager ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Helen Y. Rhee -------------------------------- Name: Helen Y. Rhee Title: Vice President & Portfolio Manager ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. its General Partner By: /s/ David A. Sachs -------------------------------- Name: David A. Sachs Title: Vice President ARES III CLO LTD. By: ARES CLO Management, LLC its Investment Partner By: /s/ David A. Sachs -------------------------------- Name: David A. Sachs Title: Vice President ARES IV CLO LTD. By: ARES CLO Management IV, L.P. its Investment Partner By: ARES CLO GP IV, LLC its Managing Manager By: /s/ David A. Sachs ------------------------------- Name: David A. Sachs Title: Vice President BALANCED HIGH-YIELD FUND I, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Helen Y. Rhee ------------------------------- Name: Helen Y. Rhee Title: Vice President & Portfolio Manager BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Helen Y. Rhee ------------------------------- Name: Helen Y. Rhee Title: Vice President & Portfolio Manager BANCO ESPIRITO SANTO, S.A., NASSAU BRANCH By: /s/ Terry R. Hull ---------------------------------- Name: Terry R. Hull Title: Senior Vice President By: /s/ Andrew M. Orsen ---------------------------------- Name: Andrew M. Orsen Title: Vice President BANK OF AMERICA, NA By: /s/ Kathy A. Stoletz ---------------------------------- Name: Kathy A. Stoletz Title: Vice President BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH By: /s/ Francesco Ossino ---------------------------------- Name: Francesco Ossino Title: Director By: /s/ Timothy L. Harrod ---------------------------------- Name: Timothy L. Harrod Title: Managing Director BNP PARIBAS By: /s/ Stephanie Rogers --------------------------------- Name: Stephanie Rogers Title: Vice President By: /s/ Duane P. Helkowski --------------------------------- Name: Duane P. Helkowski Title: Director CALLIDUS DEBT PARTNERS CDO FUND I, LTD By: Callidus Capital Management, LLC as Collateral Manager By: /s/ Gary H. Neems --------------------------------- Name: Gary H. Neems Title: Managing Director CANYON CAPITAL CDO 2001-1 LTD By: Canyon Capital Advisors LLC, its Collateral Manager By: /s/ Joshua S. Friedman --------------------------------- Name: Joshua S. Friedman Title: Managing Director CENTURION CDO II, LTD. By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Steven B. Staver --------------------------------- Name: Steven B. Staver Title: Managing Director CENTURION CDO III, LTD. By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Steven B. Staver --------------------------------- Name: Steven B. Staver Title: Managing Director CLYDESDALE CLO 2001-1, LTD. By: Nomura Corporate Research and Asset Management Inc. as Collateral Manager By: /s/ Rick Stewart --------------------------------- Name: Rick Stewart Title: Director COBANK, ACB By: /s/ S. Richard Dill --------------------------------- Name: S. Richard Dill Title: Vice President CYPRESSTREE INVESTMENT PARTNERS II, LTD., By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ P. Jeffrey Huth ------------------------------- Name: P. Jeffrey Huth Title: Principal DEUTSCHE BANK AG, NEW YORK BRANCH By: /s/ Thomas A. Foley ------------------------------- Name: Thomas A. Foley Title: Vice President By: /s/ Alexander Karow ------------------------------- Name: Alexander Karow Title: Vice President DRYDEN HIGH YIELD CDO 2001-1 By: Prudential Investment Management, Inc., as attorney-in-fact By: /s/ John L. Bronson ------------------------------- Name: John L. Bronson Title: Vice President ELC (CAYMAN) LTD. CDO SERIES 1999-I By: /s/ Roshan White ------------------------------- Name: Roshan White Title: Vice President ELC (CAYMAN) LTD. 1999-III By: /s/ Roshan White ------------------------------ Name: Roshan White Title: Vice President ELC (CAYMAN) LTD. 2000-1 By: /s/ Roshan White ------------------------------ Name: Roshan White Title: Vice President EQ ADVISORS TRUST By: Alliance Capital Management L.P., as Advisor By: /s/ Greg Dube ------------------------------ Name: Greg Dube Title: Portfolio Manager FLEET NATIONAL BANK, on behalf of SUMMIT BANK By: /s/ Peter M. Anzivino ------------------------------ Name: Peter M. Anzivino Title: Vice President FRANKLIN FLOATING RATE TRUST By: /s/ Chauncey Lufkin ------------------------------ Name: Chauncey Lufkin Title: Vice President FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Chauncey Lufkin -------------------------------- Name: Chauncey Lufkin Title: Vice President FRANKLIN CLO I, LIMITED By: /s/ Chauncey Lufkin -------------------------------- Name: Chauncey Lufkin Title: Vice President FRANKLIN CLO II, LIMITED By: /s/ Chauncey Lufkin -------------------------------- Name: Chauncey Lufkin Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ W. Jerome McDermott -------------------------------- Name: W. Jerome McDermott Title: Duly Authorized Signatory HARRIS TRUST AND SAVINGS BANK By: /s/ Karen L. Knudsen -------------------------------- Name: Karen L. Knudsen Title: Vice President HSBC BANK USA By: /s/ John B. Lyons ------------------------------- Name: John B. Lyons Title: Senior Vice President INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Jack C. Henry ------------------------------- Name: Jack C. Henry Title: Principal INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Jack C. Henry ------------------------------- Name: Jack C. Henry Title: Principal INDOSUEZ CAPITAL FUNDING IV, L.P., By: RBC Leveraged Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------------------- Name: Melissa Marano Title: Director IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH By: /s/ Manfred Ziwey ---------------------------------- Name: Manfred Ziwey Title: Director By: /s/ Ana Boherquez ---------------------------------- Name: Ana Boherquez Title: Assistant Director KZH CYPRESSTREE-1 LLC By: /s/ Joyce Fraser-Bryant ---------------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent KZH ING-2 LLC By: /s/ Joyce Fraser-Bryant ---------------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent KZH PONDVIEW LLC By: /s/ Joyce Fraser-Bryant ---------------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent KZH SHOSHONE LLC By: /s/ Joyce Fraser-Bryant ---------------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent KZH STERLING LLC By: /s/ Joyce Fraser-Bryant ---------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent KZH WATERSIDE LLC By: /s/ Joyce Fraser-Bryant ---------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent MARINER LDC By: /s/ Charles R. Howe IV ---------------------------- Name: Charles R. Howe IV Title: Director THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ Hiroyuki Tsuru ---------------------------- Name: Hiroyuki Tsuru Title: Deputy General Manager ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President MONUMENT CAPITAL LTD., as Assignee By: Alliance Capital Management L.P., as Investment Manager By: Alliance Capital Management Corporation, as General Partner By: /s/ Joel Serebransky ------------------------------------ Name: Joel Serebransky Title: Senior Vice President MORGAN STANLEY PRIME INCOME TRUST By: /s/ Sheila A. Finnerty ------------------------------------ Name: Sheila A. Finnerty Title: Executive Director NATEXIS BANQUES POPULAIRES By: /s/ Frank H. Madden, Jr. ------------------------------------ Name: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ Harris Frommer ------------------------------------ Name: Harris Frommer Title: Associate Vice President NATIONAL CITY By: /s/ Jennifer R. Hammarlund ------------------------------------ Name: Jennifer R. Hammarlund Title: Assistant Vice President NEW ALLIANCE GLOBAL CDO, LIMITED By: Alliance Capital Management L.P., as Sub-advisor By: Alliance Capital Management Corporation, as General Partner By: /s/ Joel Serebransky ---------------------------------- Name: Joel Serebransky Title: Senior Vice President NOMURA BOND & LOAN FUND By: UFJ Trust Company of New York, as Trustee By: Nomura Corporate Research and Asset Management Inc., Attorney in Fact By: /s/ Rick Stewart ---------------------------------- Name: Rick Stewart Title: Director NORTHWOODS CAPITAL, LIMITED By: Angelo, Gordon & Co., L.P., as Collateral Manager By: /s/ John W. Fraser ---------------------------------- Name: John W. Fraser Title: Managing Director NORTHWOODS CAPITAL II, LIMITED By: Angelo, Gordon & Co., L.P., as Collateral Manager By: /s/ John W. Frase ---------------------------------- Name: John W. Fraser Title: Managing Director NORTHWOODS CAPITAL III, LIMITED By: Angelo, Gordon & Co., L.P., as Collateral Manager By: /s/ John W. Fraser ---------------------------------- Name: John W. Fraser Title: Managing Director NYLIM HIGH YIELD CDO 2001 LTD By: /s/ John Cibbarelli ---------------------------------- Name: John Cibbarelli Title: Director OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Diana L. Mushill ---------------------------------- Name: Diana L. Mushill Title: Authorized Agent OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ David Foxhaven ---------------------------------- Name: David Foxhaven Title: A.V.P. PACIFICA PARTNERS I, L.P. By: /s/ Tom Colwell ------------------------------- Name: Tom Colwell Title: Vice President PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President PILGRIM SENIOR INCOME FUND By: ING Pilgrim Investment LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS INC. LTD. By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President PILGRIM CLO 1999-1 LTD. By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom -------------------------------- Name: Jason Groom Title: Vice President PINEHURST TRADING, INC. By: /s/ Diana L. Mushill -------------------------------- Name: Diana L. Mushill Title: Asst. Vice President PPM SPYGLASS FUNDING TRUST By: /s/ Diana L. Mushill -------------------------------- Name: Diana L. Mushill Title: Authorized Agent PROMETHEUS INVESTMENT FUNDING NO. 1 LTD By: CPF Asset Advisory, LLC as Investment Manager By: /s/ Francesco Ossino ------------------------------- Name: Francesco Ossino Title: Director By: /s/ Timothy L. Harrod ------------------------------- Name: Timothy L. Harrod Title: Managing Director PUTNAM DIVERSIFIED INCOME TRUST By: /s/ John R. Verani ---------------------------------- Name: John R. Verani Title: Vice President PUTNAM FUNDS TRUST - PUTNAM HIGH YIELD TRUST II By: /s/ John R. Verani ---------------------------------- Name: John R. Verani Title: Vice President PUTNAM HIGH YIELD ADVANTAGE FUND By: /s/ John R. Verani ---------------------------------- Name: John R. Verani Title: Vice President PUTNAM HIGH YIELD TRUST By: /s/ John R. Verani ---------------------------------- Name: John R. Verani Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ---------------------------------- Name: Scott H. Page Title: Vice President SEQUILS PILGRIM-1 LTD. By: ING Pilgrim Investments LLC as its Investment Manager By: /s/ Jason Groom ------------------------------- Name: Jason Groom Title: Vice President SEQUILS-CENTURION V, LTD By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Steven B. Staver ------------------------------- Name: Steven B. Staver Title: Managing Director SIMSBURY CLO LIMITED By: MassMutual Life Insurance Co. as Collateral Manager By: /s/ Steven J. Katz ------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel SUNTRUST BANK By: /s/ Thomas G. Hamby ------------------------------- Name: Thomas G. Hamby Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp, as Collateral Manager By: /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp as Collateral Manager By: /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Executive Director WELLS FARGO BANK, N.A. By: /s/ Hugh Diddy ------------------------------------ Name: Hugh Diddy Title: Vice President WINGED FOOT FUNDING TRUST By: /s/ Diana L. Mushill ------------------------------------ Name: Diana L. Mushill Title: Authorized Agent UBS AG, STAMFORD BRANCH By: /s/ David J. Kalal ------------------------------------ Name: David J. Kalal Title: Executive Director Recovery Management By: /s/ Anthony N. Joseph ------------------------------------ Name: Anthony N. Joseph Title: Associate Director Banking Products Services, US EXHIBIT VI [FORM OF SHORT-TERM PROMISSORY NOTE] AURORA FOODS INC. PROMISSORY NOTE DUE [ONE DAY AFTER ISSUANCE OF TACK-ON NOTES] $50,000,000.00 New York, New York November 1, 1999 FOR VALUE RECEIVED, AURORA FOODS INC., a Delaware corporation ("Company"), promises to pay to JPMorgan Chase Bank ("Payee") or its registered assigns the principal amount of $50,000,000, on the date set forth above, in accordance with the provisions of that certain Fifth Amended and Restated Credit Agreement dated as of November 1, 1999, by and among Company, the financial institutions listed therein as Lenders, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity, the "Administrative Agent"), National Westminster Bank PLC, as Syndication Agent, and UBS AG, Stamford Branch, as Documentation Agent (said Fifth Amended and Restated Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, being the "Credit Agreement", the terms defined therein and not otherwise defined herein being used herein as therein defined). Company also promises to pay interest on the outstanding principal amount hereof, from the date hereof until paid in full, at the rate of Base Rate plus 2.75% upon maturity or such earlier date on which Payee demands payment in full of the principal amount hereof, in accordance with the provisions of the Credit Agreement. This Note is the Company's promissory note referenced in Subsection 2.9 of the Credit Agreement in the aggregate principal amount of $50,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Short-Term Loan evidenced hereby was made and is to be repaid. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii) of the Credit Agreement, Company and Administrative Agent shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loan evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that -------- ------- the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in subsection 2.4B(iii) of the Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. This Note is entitled to the benefits of the Guaranties and is secured pursuant to the Collateral Documents. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. This Note is subject to restrictions on transfer or assignment as provided in subsections 10.1 and 10.16 of the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed. Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as provided in subsection 10.2 of the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder. IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above. AURORA FOODS INC. By:____________________________ Name: Title: Schedule A to Short-Term Note ------------------ LOANS AND REPAYMENTS OF BASE RATE LOANS
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