EX-10 3 ex10-1.txt EXHIBIT 10.1 FIRST AMENDMENT AND CONSENT FIRST AMENDMENT AND CONSENT (this "First Amendment"), dated as of September 17, 2003 to the CREDIT AGREEMENT, dated as of August 19, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Birds Eye Foods, Inc. (f/k/a Agrilink Foods, Inc.) (the "Borrower"), Birds Eye Holdings, Inc. (f/k/a Agrilink Holdings, Inc.) ("Holdings"), the lenders and other agents from time to time party thereto and JPMORGAN CHASE BANK, as Administrative Agent. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to the Credit Agreement, pursuant to which the Lenders have made extensions of credit to, or for the benefit of, the Borrower; WHEREAS, the Borrower has requested certain amendments to the Credit Agreement; and WHEREAS, the Lenders are willing to agree to such amendments on the terms and subject to the conditions set forth herein; NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agent hereby agree as follows: SECTION 1. DEFINITIONS Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Credit Agreement. SECTION 2. AMENDMENTS AND CONSENT 2.1 Consent to Redemption/Purchase of 11-7/8% Senior Subordinated Notes. (a) Notwithstanding anything to the contrary contained in the Loan Documents, the Lenders consent to the redemption (in one or more transactions) by the Borrower of up to $150,000,000 principal amount of the 11-7/8% Senior Subordinated Notes due 2008 issued pursuant to the 11-7/8% Senior Subordinated Indenture (plus accrued interest and premium) as long as (i) such redemption occurs on or after November 1, 2003, and (ii) no Default or Event of Default shall have occurred or be in effect immediately before or immediately after giving effect to such redemption (such redemption, the "2003 11-7/8% Senior Subordinated Notes Redemption"). (b) The Lenders hereby agree that any outstanding balance of the 11-7/8% Senior Subordinated Notes remaining after giving effect to the redemptions permitted in the preceding paragraph (a) (together with related interest and premium) may be redeemed, paid or purchased by the Borrower if (i) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such redemption, payment or purchase, the Senior Leverage Ratio would be 2.75 to 1.00 or less and the Borrower would be in compliance on a Pro Forma Basis with the other financial 2 covenants in Section 7.10 of the Credit Agreement, and (ii) no Default or Event of Default shall have occurred or be in effect immediately before or immediately after giving effect to such redemption, payment or purchase. 2.2 Amendment to Section 1. (a) Section 1.1 of the Credit Agreement is hereby amended by adding at the end of the definition of "Interest Coverage Ratio" the phrase "; provided, however that the calculation of the Interest Coverage Ratio shall not include any fees, expenses and premium paid in connection with the First Amendment and the redemption/purchase of the 11-7/8% Senior Subordinated Notes permitted by Section 2.1 of the First Amendment." (b) Section 1.1 of the Credit Agreement is hereby amended to provide for certain changes to the definition of "Consolidated EBITDA" by (i) deleting the word "and" where it appears immediately before clause (W) in clause (ii) thereof and (ii) deleting the word "minus" where it appears immediately before clause (iii) thereof and (iii) adding the following new clause immediately after such clause (W): "(X) fees, expenses and premium paid in connection with the First Amendment and the redemption/purchase of the 11-7/8% Senior Subordinated Notes permitted by Section 2.1 of the First Amendment minus" (c) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in proper alphabetical order: ""FIRST AMENDMENT" means the First Amendment dated as of September 17, 2003 to the Credit Agreement." 2.3 Amendment to Section 3.3(b). Clause (A) of Section 3.3(b)(ii) of the Credit Agreement is hereby amended to read in its entirety as follows: "(A) 50% (if the Consolidated Leverage Ratio as of the end of such fiscal year is equal to or greater than 3.00 to 1.00) or 25% (if the Consolidated Leverage Ratio as of the end of such fiscal year is less than 3.00 to 1.00 but equal to or greater than 2.75 to 1.00) of Excess Cash Flow for such fiscal year minus" 2.4 Amendment to Section 7.13. Section 7.13 is hereby deleted in its entirety. 2.5 Amendment to Section 8.1. Section 8.1 of the Credit Agreement is hereby amended by adding after the amount "$275,000,000" where it appears in paragraphs (f) and (o) the phrase "plus interest paid in kind, capitalized or accrued (less the aggregate principal amount of 11-7/8% Senior Subordinated Notes redeemed, paid or purchased pursuant to a transaction permitted by Section 2.1 of the First Amendment)". 3 2.6 Amendment to Section 8.13. Section 8.13 of the Credit Agreement is hereby amended by deleting the amount "$25,000,000" and substituting therefor the amount "$50,000,000". SECTION 3. MISCELLANEOUS 3.1 Effective Date. This First Amendment shall become effective upon (a) the receipt by the Administrative Agent of counterparts hereof duly executed and delivered by the Borrower and the Required Lenders under the Credit Agreement, and (b) the receipt by the Administrative Agent of an amendment fee, for the account of each Lender which has delivered an executed counterpart to this First Amendment to the Administrative Agent or its counsel no later than 5:00 p.m., New York City time, on September 26, 2003, in an amount equal to .125% of the sum of the Revolving Commitment and aggregate outstanding Tranche B Term Loans held by such Lender, such fee payable only if the condition described in clause (a) is satisfied. 3.2 Representations and Warranties. Each of the Borrower and Holdings represents and warrants to each Lender that as of the date hereof and after giving effect hereto: (a) this First Amendment constitutes the legal, valid and binding obligation of the Borrower and Holdings, enforceable against them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or similar laws affecting creditors' rights generally, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and by an implied covenant of good faith and fair dealing; (b) the representations and warranties made by the Borrower and Holdings in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations shall have been true and correct in all material respects on and as of such earlier date); and (c) no Default or Event of Default shall have occurred and be continuing as of such date. 3.3 Limited Effect. Except as expressly waived or amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms, and this First Amendment shall not constitute the Lenders' consent or indicate their willingness to consent to any other amendment, modification or waiver of the Credit Agreement. 3.4 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 3.5 Counterparts. This First Amendment may be executed by the parties hereto in any number of separate counterparts (including by telecopy) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. BIRDS EYE FOODS, INC. By: /s/ Earl L. Powers ------------------------------------------ Name: Earl L. Powers Title: EVP, CFO & Sec BIRDS EYE HOLDINGS, INC. By: /s/ Earl L. Powers ------------------------------------------ Name: Earl L. Powers Title: Sec and Treas. JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ Benedict A. Smith ------------------------------------------ Name: Benedict A. Smith Title: Vice President BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 AMARA-I FINANCE, LTD.. By: INVESCO Senior Secured Management, Inc. As Financial Manager By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Advisor By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. As Sub-Adviser By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H. B. Ewald ------------------------------------------ Name: Thomas H. B. Ewald Title: Authorized Signatory VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ William D Lenga ------------------------------------------ Name: WILLIAM LENGA Title: VICE PRESIDENT BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 VAN KAMPEN SENIOR LOAN FUND By: Van Kampen Investment Advisory Corp. By: /s/ William D Lenga ------------------------------------------ Name: WILLIAM LENGA Title: VICE PRESIDENT VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp As Collateral Manager By: /s/ William D Lenga ------------------------------------------ Name: WILLIAM LENGA Title: VICE PRESIDENT CoBank, ACB By: /s/ Brian J. Klatt ------------------------------------------ Name: Brian J. Klatt Title: Senior Vice President Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate By: /s/ John P Thacker ------------------------------------------ Name: JOHN P. THACKER Title: CHIEF CREDIT OFFICER BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate By: /s/ John P Thacker ------------------------------------------ Name: JOHN P. THACKER Title: CHIEF CREDIT OFFICER Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate By: /s/ John P Thacker ------------------------------------------ Name: JOHN P. THACKER Title: CHIEF CREDIT OFFICER ---------------------------------------------- HSBC Bank USA By: /s/ John M Carroll ------------------------------------------ Name: John M. Carroll Title: Vice President MORGAN STANLEY PRIME INCOME TRUST ---------------------------------------------- [Name of Lender] By: /s/ Sheila A Finnerty ------------------------------------------ Name: Sheila A. Finnerty Title: Executive Director JP Morgan Chase Bank ---------------------------------------------- [Name of Lender] By: /s/ Benedict A Smith ------------------------------------------ Name: BENEDICT A. SMITH Title: Vice President BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 VENTURE II CDO 2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch [Name of Lender] By: /s/ M. G. Regan ------------------------------------------ Name: Michael G. Regan Title: Director WINGED FOOT FUNDING TRUST By: /s/ Diana M Himes ------------------------------------------ Name: DIANA M. HIMES Title: AUTHORIZED AGENT JUPITER LOAN FUNDING LLC By: /s/ Diana M Himes ------------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT Natexis Banques Populaires ---------------------------------------------- By: /s/ Tefta Ghilaga ------------------------------------------ Name: TEFTA GHILAGA Title: VICE PRESIDENT /s/ Kristen E. Brainard ------------------------------------------ KRISTEN BRAINARD ASSOCIATE BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 LCMI LIMITED PARTNERSHIP, AS LENDER ---------------------------------------------- [Name of Lender] BY: LYON CAPITAL MANAGEMENT LLC, AS COLLATERAL MANAGER By: /s/ F. Tavangar ------------------------------------------ Name: LYON CAPITAL MANAGEMENT LLC Farboud Tavangar Title: Senior Portfolio Manager LANDMARK CDO /s/ Th. Eggenschwiler By: Aladdin Asset Management Name: Thomas Eggenschwiler Title: Director Research LANDMARK II CDO /s/ Th. Eggenschwiler By: Aladdin Asset Management Name: Thomas Eggenschwiler Title: Director Research M&T BANK ---------------------------------------------- [Name of Lender] By: /s/ Kevin Wilmot ------------------------------------------ Name: Kevin Wilmot Title: Asst. Vice President AERIES FINANCE-II LTD. By: Patriarch Partners X, LLC Its Managing Agent By: /s/ Lynn Tilton ------------------------------------------ Name: Lynn Tilton Title: Manager BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 JP Morgan Chase Bank, as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999. By: /s/ Leslie Hundley ------------------------------------------ Name: Leslie Hundley Title: Officer Franklin Floating Rate Trust ------------------------------------------ [Name of Lender] By: /s/ Richard D'Addario ------------------------------------------ Name: Richard D'Addario Title: Senior Vice President Franklin Floating Rate Master Series ------------------------------------------ [Name of Lender] By: /s/ Richard D'Addario ------------------------------------------ Name: Richard D'Addario Title: Senior Vice President Franklin CLO II, Limited ------------------------------------------ [Name of Lender] By: /s/ Richard D'Addario ------------------------------------------ Name: Richard D'Addario Title: Vice President Franklin CLO III, Limited ------------------------------------------ [Name of Lender] By: /s/ Richard D'Addario Name: Richard D'Addario Title: Vice President BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 PACIFICA PARTNERS I, L.P. By: Imperial Credit Asset Management As its Investment Manager By: /s/ Mary Shaifer ------------------------------------------ Name: Mary Shaifer Title: Vice President STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris ------------------------------------------ Name: ANN E. MORRIS Title: ASST VICE PRESIDENT KZH CRESCENT-3 LLC By: /s/ Dorian Herrera ------------------------------------------ Name: DORIAN HERRERA Title: AUTHORIZED AGENT Bank of America N.A. ------------------------------------------ [Name of Lender] By: /s/ W. Thomas Barnett ------------------------------------------ Name: W. Thomas Barnett Title: Managing Director Flagship CLO 2001 -1 By: Flagship Capital Management, Inc. By: /s/ Eric S Meyer ------------------------------------------ Name: Eric S. Meyer Title: Director BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 Flagship CLO II By: Flagship Capital Management, Inc By: /s/ Eric S Meyer ------------------------------------------ Name: Eric S. Meyer Title: Director Long Lane Master Trust IV By Fleet National Bank as Trust Administrator ---------------------------------------------- [Name of Lender] By: /s/ Darcey Bartel ------------------------------------------ Name: Darcey Bartel Title: Director Cooksmill ---------------------------------------------- [Name of Lender] By: /s/ David Muldoon ------------------------------------------ Name: DAVID MULDOON Title: AUTHORISED SIGNATORY Black Diamond International Funding, Ltd. By: /s/ Alan Corkish ------------------------------------------ Name: Alan Corkish ------------------------------------------ Title: Director ------------------------------------------ Hanover Square CLO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager By: /s/ Dean Criares ------------------------------------------ Name: Dean Criares Title: Managing Director BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 ---------------------------------------------- TORONTO DOMINION (NEW YORK), INC. By: /s/ Gwen Zirkle ------------------------------------------ Name: GWEN ZIRKLE Title: VICE PRESIDENT Harris Trust and Savings Bank ---------------------------------------------- By: /s/ William R Corya ------------------------------------------ Name: William R. Corya Title: Vice President Seaboard CLO 2000 Ltd. By ORIX Capital Markets, LLC Its Collateral Manager ---------------------------------------------- [Name of Lender] By: /s/ Christopher L. Smith ------------------------------------------ Name: Christopher L. Smith Title: Managing Director Dryden III Leveraged Loan CDO 2002 By: Prudential Investment Management. Inc., as Collateral Manager. ---------------------------------------------- [Name of Lender] By: /s/ Jill Baum ------------------------------------------ Name: Title: BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 Dryden Leveraged Loan CDO 2002 - II By: Prudential Investment Management, Inc., as Collateral Manager. ---------------------------------------------- [Name of Lender] By: /s/ Jill Baum ------------------------------------------ Name: Title: ING SENIOR INCOME FUND By: Aeltus Investment Management, Inc. as its investment manager By: /s/ Jason Groom ------------------------------------------ Name: JASON GROOM Title: VICE PRESIDENT ING PRIME RATE TRUST By: Aeltus Investment Management, Inc. as its investment manager By: /s/ Jason Groom ------------------------------------------ Name: JASON GROOM Title: VICE PRESIDENT ML CLO XV PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ------------------------------------------ Name: JASON GROOM Title: VICE PRESIDENT BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ------------------------------------------ Name: JASON GROOM Title: VICE PRESIDENT PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ------------------------------------------ Name: JASON GROOM Title: VICE PRESIDENT PILGRIM CLO 1999-1 LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ------------------------------------------ Name: JASON GROOM Title: VICE PRESIDENT Prometheus Investment Funding No. 1 LTD. By HVB Credit Advisors LLC By: /s/ Charles P Strause ------------------------------------------ Name: Charles P. Strause Title: Associate Director By: /s/ Elizabeth Tallmadge ------------------------------------------ Name: Elizabeth Tallmadge Title: Chief Investment Officer BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 Prometheus Investment Funding No. 2 LTD. By HVB Credit Advisors LLC By: /s/ Charles P. Strause ------------------------------------------ Name: Charles P. Strause Title: Associate Director By: /s/ Elizabeth Tallmadge ------------------------------------------ Name: Elizabeth Tallmadge Title: Chief Investment Officer New York Life Insurance And Annuity Corporation ---------------------------------------------- [Name of Lender] By: New York Life Investment Management LLC, its Investment Manager By: /s/ R. H. Dial ------------------------------------------ Name: R. H. Dial Title: Director NYLIM FLATIRON CLO 2003-1 LTD. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact By: /s/ R. H. Dial Name: R. H. Dial Title: Director ELF FUNDING TRUST III By: New York Life Investment Management LLC, as Attorney-in-Fact By: /s/ R. H. Dial Name: R. H. Dial Title: Director BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director BILL & MELINDA GATES FOUNDATION By: David L. Babson & Company Inc. as Investment Adviser By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director NEWTON CDO LTD By: David L. Babson & Company Inc. as Investment Adviser By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 ELC (CAYMAN) LTD. 1999-II APEX (IDM) CDO I, LTD. ELC (CAYMAN) LTD. 2000-I TRYON CLO LTD. 2000-I By: David L. Babson & Company Inc. as Collateral Manager By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc. as Collateral Manager By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director PERSEUS CDO I, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Portfolio Manager By: /s/ M A Spencer ------------------------------------------ Name: MaryAnn Spencer Title: Managing Director BIRDS-EYE FOODS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF SEPTEMBER 17, 2003 C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: /s/ G. Steven Kalin ------------------------------------------ Name: G. STEVEN KALIN Title: SENIOR VICE PRESIDENT STANDARD FEDERAL BANK/ABN-AMRO ---------------------------------------------- [Name of Lender] By: /s/ DJO Mwamba ------------------------------------------ Name: DJO MWAMBA Title: VICE-PRESIDENT Antares Capital Corporation By: /s/ David Mahon ------------------------------------------ Name: David Mahon Title: Director Mariner CDO 2002, Ltd. By: /s/ David Mahon ------------------------------------------ Name: David Mahon Title: Vice President