Amendment to Fifth Amended and Restated Credit Agreement among Aurora Foods Inc., Lenders, and Agents (February 21, 2003)

Summary

This amendment updates the terms of the existing credit agreement between Aurora Foods Inc., its lenders, and agents. The changes include revised definitions, adjustments to interest margins, and new fee structures based on asset sales. It also introduces new financial terms and conditions, such as the Excess Leverage Fee, which may be forgiven if certain asset sale targets are met by specified dates. The amendment is effective as of February 21, 2003, and is binding on all parties involved.

EX-10.43 8 dex1043.txt RESTATED CREDIT AGREEMENT Exhibit 10.43 AMENDMENT AMENDMENT, dated as of February 21, 2003 (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 as follows: (i) by deleting the existing defined term "Applicable Margin" and substituting in lieu thereof the following: "Applicable Margin" means (a) with respect to Revolving Loans and Tranche A Term Loans, 3.50% if such Loans are Base Rate Loans and 4.50% if such Loans are Eurodollar Rate Loans, (b) with respect to Tranche B Term Loans, 4.00% if such Loans are Base Rate Loans and 5.00% if such Loans are Eurodollar Rate Loans, and (c) with respect to the Commitment Fee, 0.50%; provided that on and after the date on which Company has received aggregate Net Cash Proceeds from one or more Asset Sales consummated after the February 2003 Amendment Effective Date in an aggregate amount equal to or exceeding $275,000,000, the Applicable Margin shall be (x) with respect to Revolving Loans and Tranche A Term Loans, 3.25% if such Loans are Base Rate Loans and 4.25% if such Loans are Eurodollar Rate Loans, (y) with respect to Tranche B Term Loans, 3.75% if such Loans are Base Rate Loans and 4.75% if such Loans are Eurodollar Rate Loans, and (z) with respect to the Commitment Fee, 0.50% (ii) (A) by deleting the word "and" immediately before clause (12) of the defined term "Consolidated EBITDA" and substituting in lieu thereof "," and (B) adding the following new clause (13) immediately after the end of clause (12) of the defined term "Consolidated EBITDA": and (13) with respect to periods that include the Fiscal Quarter ending December 31, 2002, charges as set forth on the attached Schedule 1.1B (iii)(A) by adding the following language immediately after the phrase "Cash Proceeds of such Asset Sale net of" in the defined term "Net Cash Proceeds": (a) any Excess Leverage Fee and any Asset Sale Fee earned and unpaid as of the date of such Asset Sale pursuant to subsections 2.3C and 2.3D and (b) (B) by deleting the word "and" immediately before clause (iv) of the defined term "Net Cash Proceeds" and adding the following at the end thereof: and (v) the sum of all overhead and severance obligations retained by Company and its Subsidiaries and other retained liabilities attributable to the sold asset (iv) by adding the following new defined terms in proper alphabetical order: "Actual Total Profit Contribution" means the aggregate profit contribution of all brands of Company and its Subsidiaries during a period before taking into account amortization and depreciation attributable thereto; provided that for purposes of Section 7.6A, Actual Total Profit Contribution for a Fiscal Quarter shall not include the profit contributions from brands sold during such Fiscal Quarter; and provided further that if the breakfast business is sold, any profit contribution otherwise allocable to the non-breakfast food services business shall also be excluded from Actual Total Profit Contribution for such Fiscal Quarter. "Consolidated Sales" means, for any period, the consolidated sales of Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. "Consolidated SG&A" means, for any Fiscal Quarter, the consolidated sales, general and administrative expenses of Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, but excluding (a) any extraordinary or non-recurring charges incurred during such Fiscal Quarter in connection with any Asset Sale during such Fiscal Quarter or the immediately preceding Fiscal Quarter, not to exceed $2,000,000 per brand and $5,000,000 in the aggregate and (b) depreciation and amortization expenses incurred during such Fiscal Quarter. "Engagement Letter" means each of (i) the letter dated as of July 30, 2002 between J.P. Morgan Securities Inc. and Company and (ii) the letter dated as of June 11, 2002 between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Company, in each case as amended, supplemented or otherwise modified from time to time. "February 2003 Amendment Effective Date" means the date on which the Amendment, dated as of February 21, 2003, to this Agreement shall be deemed effective in accordance with Section 4 thereof. "M&A Advisor" means each of J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, engaged by Company pursuant to its respective Engagement Letter. "Projected Total Profit Contribution" means the aggregate projected profit contribution of all brands of Company and its Subsidiaries during a period as indicated on Schedule 1.1C before taking into account amortization and depreciation attributable thereto; provided that for purposes of Section 7.6A, Projected Total Profit Contribution for a Fiscal Quarter shall not include the projected profit contributions from brands sold during such Fiscal Quarter; and provided further that if the breakfast business is sold, any projected profit contribution otherwise allocable to the non-breakfast food services business shall also be excluded from Projected Total Profit Contribution for such Fiscal Quarter. "Receivables Purchase Agreement" means 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. (b) Amendment to Subsection 2.2F. Subsection 2.2F of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: [Reserved]. (c) Amendments to Subsection 2.3. (i) Subsection 2.3C of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: C. Excess Leverage Fee. Except as otherwise agreed to in writing by the Required Lenders, Company shall pay each Lender a fee equal to 3.50% of the aggregate amount of such Lender's Revolving Loan Exposure and Term Loan Exposure outstanding as of the February 2003 Amendment Effective Date (the "Excess Leverage Fee"), which Excess Leverage Fee shall be deemed to be earned on the February 2003 Amendment Effective Date, provided that (1) 50% of such Excess Leverage Fee shall be forgiven on June 30, 2003 if Company has received, during the period from the February 2003 Amendment Effective Date to and including such date, an aggregate amount of Net Cash Proceeds equal to at least $100,000,000 from one or more Asset Sales, (2) 50% of such Excess Leverage Fee shall be forgiven on September 30, 2003 if Company has received, during the period from the February 2003 Amendment Effective Date to and including such date, an aggregate amount of Net Cash Proceeds equal to at least $225,000,000 from one or more Asset Sales and (3) 100% of such Excess Leverage Fee shall be forgiven on September 30, 2003 if Company has received, during the period from the February 2003 Amendment Effective Date to and including such date, an aggregate amount of Net Cash Proceeds equal to at least $325,000,000 from one or more Asset Sales. Such Excess Leverage Fee shall be due and payable (i) with respect to 50% thereof, on the earliest to occur of (a) the date of any prepayment or reduction made pursuant to subsection 2.4B(iii) after June 30, 2003, (b) June 30, 2005 or (c) the date of payment or prepayment in full of the Loans and other Obligations and (ii) with respect to the remaining 50% thereof, on the earliest to occur of (x) the date of any prepayment or reduction made pursuant to subsection 2.4B(iii) after September 30, 2003, (y) June 30, 2005 or (z) the date of payment or prepayment in full of the Loans and other Obligations; provided, that such Excess Leverage Fee shall become payable immediately upon the occurrence of an Event of Default described in subsection 8.6 or 8.7 of this Agreement with respect to Company; and provided further that any portion of the Excess Leverage Fee payable prior to September 30, 2003 shall be paid by Company to the Administrative Agent for distribution to the Lenders, to the extent not forgiven, on September 30, 2003. Net Cash Proceeds and other amounts required to be applied to prepayments under subsections 2.4B(iii)(a) - (e) received after June 30, 2003 and September 30, 2003 shall be applied to the payment of the Excess Leverage Fee prior to their application in accordance with subsection 2.4C(ii). Such Excess Leverage Fee may be prepaid by Company on any Business Day upon notice to the Administrative Agent. (ii) Subsection 2.3 of the Credit Agreement is hereby further amended by adding the following new subsection 2.3D immediately at the end thereof: D. Asset Sale Fee. Except as otherwise agreed to in writing by the Required Lenders, if as of February 10, 2004, Company has not received an aggregate amount of Net Cash Proceeds equal to at least $325,000,000 from one or more Asset Sales occurring during the period from the February 2003 Amendment Effective Date to and including such date, Company shall pay each Lender a fee equal to 1.75% of an amount equal to the average daily aggregate amount of such Lender's Revolving Loan Exposure and Term Loan Exposure for the period commencing on the February 2003 Amendment Effective Date and ending on February 10, 2004 (the "Asset Sale Fee"), which Asset Sale Fee shall be deemed to be earned on February 10, 2004, provided that if (A) as of February 10, 2004 the sum of (x) the Net Cash Proceeds from Asset Sales occurring during such period and (y) the Net Cash Proceeds reasonably contemplated to be received on or before March 31, 2004 by the Company from other Asset Sales as to which there are definitive sale agreements then in effect is at least $325,000,000 and (B) the Net Cash Proceeds from Asset Sales received by Company during the period from the February 2003 Amendment Effective Date to and including March 31, 2004 are at least $325,000,000, the Asset Sale Fee shall be forgiven on March 31, 2004. The Asset Sale Fee shall be due and payable on the earliest to occur of (i) the date of any prepayment or reduction made pursuant to subsection 2.4B(iii) after February 10, 2004 (or, if subject to being forgiven, March 31, 2004), (ii) June 30, 2005 or (iii) the date of payment or prepayment in full of the Loans and other Obligations; provided, that such Asset Sale Fee shall be deemed to have accrued and be earned and become payable immediately upon the occurrence of an Event of Default described in subsection 8.6 or 8.7 of this Agreement with respect to Company. Net Cash Proceeds and other amounts required to be applied to prepayments under subsections 2.4B(iii)(a) - (e) received on or after February 10, 2004 (or, if subject to being forgiven, March 31, 2004) shall be applied to the payment of the Asset Sale Fee prior to their application in accordance with subsection 2.4C(ii). The Asset Sale Fee may be prepaid by Company on any Business Day upon notice to the Administrative Agent. (d) Amendments to Subsection 2.4. Subsection 2.4 of the Credit Agreement is hereby amended as follows: (i) by deleting the existing paragraph (a) of subsection 2.4B(iii) in its entirety and substituting in lieu thereof the following: (a) Prepayments and Reductions from Asset Sales. No later than the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to 100% of such Net Cash Proceeds. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a)(or any purchase of accounts receivable or other reduction under the Receivables Purchase Agreement pursuant to subsection 2.4B(iii)(g) with Net Cash Proceeds), Company shall deliver to the Administrative Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduction in the Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. (ii) by adding the following language immediately after "December 1998" in subsection 2.4B(iii)(e): but excluding the Fiscal Year ending in December 2003 (iii) by adding the following new paragraph (g) at the end of subsection 2.4B(iii): (g) Amounts not Required for Prepayment or Reductions. Notwithstanding the foregoing subsections 2.4B(iii)(a) - (e) or anything contained in subsection 2.4C(ii), after Company has applied $200,000,000 of Net Cash Proceeds and other amounts required to be applied to prepayments under subsections 2.4B(iii)(a) - (e) in accordance with subsection 2.4C(ii) after the February 2003 Amendment Effective Date, Company may, in lieu of prepaying the Loans, apply the next $25,000,000 of Net Cash Proceeds or other amounts required to be applied to prepayments under subsections 2.4B(iii)(a) - (e) to the repurchase of accounts receivable previously financed under the Receivables Purchase Agreement or to the replacement of working capital in connection with a reduction by an equal amount of the "Facility Limit" (as such term is defined in the Receivables Purchase Agreement) under the Receivables Purchase Agreement. (iv) by deleting the existing paragraph (ii) of subsection 2.4C in its entirety and substituting in lieu thereof the following: (ii) Application of Mandatory Prepayments by Type of Loans. Subject to subsections 2.3C and 2.3D, any amount (the "Applied Amount") required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to subsection 2.4B(iii)(a) - (e) shall be applied: (1) in the case of the first $200,000,000 of any Applied Amount applied hereunder after the February 2003 Amendment Effective Date, to prepay the Tranche A Term Loans and Tranche B Term Loans pro rata based on the outstanding principal amounts thereof (with application to the respective remaining installments thereof on a pro rata basis); and (2) in the case of any Applied Amount in excess of $200,000,000 applied hereunder (exclusive of amounts used to repurchase accounts receivable or reduce availability under the Receivables Purchase Agreement pursuant to subsection 2.4B(iii)(g)) after the February 2003 Amendment Effective Date, to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans (and to permanently reduce the Revolving Loan Commitments by the amount of such Revolving Loan prepayment) pro rata based on the outstanding principal amounts of the Term Loans and the Revolving Credit Commitments (amounts applied to the Tranche A Term Loans and Tranche B Term Loans to be applied to the respective remaining installments thereof on a pro rata basis); 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 rata, with such prepayment to be applied to the respective remaining installments thereof on a pro rata basis; and provided however, that so long as any Tranche A Term Loans are outstanding, each Lender of Tranche B Term Loans shall have the right to refuse all or any portion of any Applied Amount allocable to it under this Subsection 2.4C(ii), and the amount so refused shall be applied to prepay the Tranche A Term Loans. Notwithstanding the foregoing or anything herein to the contrary, no portion of the proceeds of Indebtedness permitted under subsection 7.1(vi) which are applied to prepay the Loans shall be applied to permanently reduce the Revolving Loan Commitments. (e) Amendment to Subsection 6.1(i). Subsection 6.1(i) of the Credit Agreement is hereby amended by adding the following new proviso at the end thereof: ; provided further, that within 40 days after each fiscal month-end (other than March, June, September and December) Company shall deliver to the Administrative Agent such foregoing statements as prepared on a "brand-by-brand" basis which shall (i) set forth the calculation of the profit contribution levels for each such brand and (ii) include market share information for each brand for the most recent fiscal month for which information is available and, to the extent practicable, set forth in comparable form the corresponding information for the corresponding fiscal month of the previous Fiscal Year (f) Amendment to Subsection 6.5. Subsection 6.5 of the Credit Agreement is hereby amended by deleting the phrase "the Fiscal Quarter ending September 2002 and for each Fiscal Quarter" from the third sentence thereof and substituting in lieu thereof the following: the fiscal month ending February 2003 and for each fiscal month (g) Amendment to Section 6. Section 6 of the Credit Agreement is hereby further amended by adding the following new subsection 6.13 immediately at the end thereof: 6.13. M&A Advisors. (i) Company shall continue to engage each M&A Advisor pursuant to its respective Engagement Letter until the date that Company and its Subsidiaries shall have received Net Cash Proceeds in an amount equal to at least $325,000,000 from one or more Asset Sales after the February 2003 Amendment Effective Date. If both M&A Advisors resign or both Engagement Letters are terminated by Company for any reason, Company shall promptly send notice of such resignation or termination to the Administrative Agent and shall replace such M&A Advisors with one or more investment bankers within 30 days of such resignation or termination. If Company fails to engage a successor M&A Advisor pursuant to the preceding sentence within 30 days, the Administrative Agent shall have the right, at Company's expense, to engage one or more investment bankers or consultants to advise Company in the consummation of one or more Asset Sales until the date that Company or any of its Subsidiaries shall have received Net Cash Proceeds in an amount equal to at least $325,000,000 from such Asset Sales after the February 2003 Amendment Effective Date. (ii) If Company does not receive at least $225,000,000 in Net Cash Proceeds from Asset Sales during the period from the February 2003 Amendment Effective Date to and including September 30, 2003, the Administrative Agent shall have the right, at Company's expense, to engage one or more investment bankers or other consultants to advise the Administrative Agent and the Lenders until the date that Company and its Subsidiary shall have received Net Cash Proceeds in an amount equal to at least $325,000,000 from one or more Asset Sales after the February 2003 Amendment Effective Date. (h) Amendments to Subsection 7.6. Subsection 7.6 of the Credit Agreement is hereby amended as follows: (i) by deleting the existing subsection 7.6A of the Credit Agreement in its entirety and substituting in lieu thereof the following: A. Minimum Actual Total Profit Contribution. Company shall not permit the Actual Total Profit Contribution for any period of four consecutive Fiscal Quarters (or, in the case of the Fiscal Quarters ending March 31, 2003, June 30, 2003 and September 30, 2003, for the respective three, six and nine month periods then ended) to be less than 85% of the Projected Total Profit Contribution for such period; provided that the covenant set forth in this subsection 7.6A shall be applicable starting with the first Fiscal Quarter in which an Asset Sale after the February 2003 Amendment Effective Date has been consummated. (ii) by deleting the existing subsection 7.6B of the Credit Agreement in its entirety and substituting in lieu thereof the following: B. Maximum Consolidated SG&A. Company shall not permit Consolidated SG&A for any Fiscal Quarter ending during any of the test periods set forth in the table below to exceed the correlative percentage set forth in the table below of Consolidated Sales during such period; provided that the covenant set forth in this subsection 7.6B shall be applicable starting with the first Fiscal Quarter in which an Asset Sale after the February 2003 Amendment Effective Date has been consummated: ---------------------------------------------------------- TEST PERIOD % of Consolidated Sales ---------------------------------------------------------- 01/01/03 - 03/31/03 10.0% ---------------------------------------------------------- 04/01/03 - 06/30/03 12.0% ---------------------------------------------------------- 07/01/03 - 09/30/03 13.0% ---------------------------------------------------------- 10/01/03 - 12/31/03 12.0% ---------------------------------------------------------- 01/01/04 - 03/31/04 12.0% ---------------------------------------------------------- 04/01/04 - 06/30/04 11.0% ---------------------------------------------------------- 07/01/04 and thereafter 10.0% ---------------------------------------------------------- (iii) by deleting the existing subsection 7.6C of the Credit Agreement in its entirety and substituting in lieu thereof the following: [Reserved]. (iv) by deleting the existing 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 period indicated below, in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Capital Expenditures Amount") set forth below opposite such fiscal period: - ------------------------------------------------------------------------------- MAXIMUM CONSOLIDATED CAPITAL FISCAL PERIOD EXPENDITURES AMOUNT - ------------------------------------------------------------------------------- Three Months Ending March 31, 2003 $5,000,000 - ------------------------------------------------------------------------------- Six Months Ending June 30, 2003 $11,000,000 - ------------------------------------------------------------------------------- Nine Months Ending September 30, 2003 $16,000,000 - ------------------------------------------------------------------------------- Fiscal Year ending in December 2003 $20,000,000 - ------------------------------------------------------------------------------- Three Months Ending March 31, 2004 $5,000,000 - ------------------------------------------------------------------------------- Six Months Ending June 30, 2004 $10,000,000 - ------------------------------------------------------------------------------- Nine Months Ending September 30, 2004 $15,000,000 - ------------------------------------------------------------------------------- Fiscal Year ending in December 2004 $20,000,000 and each Fiscal Year thereafter - ------------------------------------------------------------------------------- (v) by deleting the existing subsection 7.6E of the Credit Agreement in its entirety and substituting in lieu thereof the following: E. Minimum Consolidated EBITDA. Company shall not permit Consolidated EBITDA for any test period set forth below to be less than the correlative amount for such test period set forth in the table below; provided that the covenant set forth in this subsection 7.6E shall cease to be applicable starting with the first test period in which an Asset Sale after the February 2003 Amendment Effective Date has been consummated: - -------------------------------------------------------------------------------- TEST PERIOD MINIMUM CONSOLIDATED EBITDA - -------------------------------------------------------------------------------- Twelve Months Ending December 31, 2002 $132,000,000 ================================================================================ - -------------------------------------------------------------------------------- TEST PERIOD MINIMUM CONSOLIDATED EBITDA - -------------------------------------------------------------------------------- Three Months Ending March 31, 2003 $25,900,000 - -------------------------------------------------------------------------------- Six Months Ending June 30, 2003 $53,800,000 - -------------------------------------------------------------------------------- Nine Months Ending September 30, 2003 $89,600,000 - -------------------------------------------------------------------------------- Twelve Months Ending December 31, 2003 $130,100,000 - -------------------------------------------------------------------------------- Twelve Months Ending March 31, 2004 $135,500,000 - -------------------------------------------------------------------------------- Twelve Months Ending June 30, 2004 $139,400,000 - -------------------------------------------------------------------------------- Twelve Months Ending September 30, 2004 $142,400,000 - -------------------------------------------------------------------------------- (vi) by deleting the existing subsection 7.6F of the Credit Agreement in its entirety and substituting in lieu thereof the following: [Reserved]. (h) Amendment to Subsection 7.7. Subsection 7.7(v) of the Credit Agreement is hereby amended by deleting the reference to "December 31, 2003" therein and substituting in lieu thereof "June 30, 2004". (i) Amendments to Schedules. The Schedules to the Credit Agreement are hereby amended by inserting Annex I attached hereto as a new Schedule 1.1B to the Credit Agreement and inserting Annex II attached hereto as a new Schedule 1.1C to the Credit Agreement. SECTION 3. Waivers to Credit Agreement. (a) Waivers to Credit Agreement. Any breach by Company of the financial condition covenants set forth in subsections 7.6A, 7.6B, 7.6C, 7.6E and 7.6F of the Credit Agreement (prior to giving effect to this Amendment) with respect to the test period ending December 31, 2002, and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived. (b) 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 and the use of the Net Cash Proceeds thereof (with respect to any breach of subsection 2.4B(iii)(a), solely to the extent such Net Cash Proceeds do not exceed $30,000,000 at any time outstanding) and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived only for the period ending on September 30, 2004. Notwithstanding any provision of the Credit Agreement, (i) for purposes of subsections 2.3C, 2.3D and 6.13 of the Credit Agreement, Net Cash Proceeds received under the Receivables Purchase Agreement shall not be deemed as a receipt by Company of Net Cash Proceeds and (ii) for purposes of subsections 7.6A, 7.6B and 7.6E of the Credit Agreement, sales of accounts under the Receivables Purchase Agreement shall not be deemed Asset Sales. SECTION 4. 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) holders of more than 50% in principal amount of the Tranche A Term Loans and (v) holders of more than 50% in principal amount of the Tranche B Term Loans; (b) Company shall have paid all accrued fees and expenses of the Administrative Agent 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; and (d) The Administrative Agent shall have received an amendment fee for the account of each Lender which executes and delivers its signature page to the Administrative Agent prior to 5:00 p.m., New York City time, on February 21, 2003 an the amount equal to 0.50% of the sum of such Lenders' Revolving Loan Exposure and Term Loan Exposure; provided that upon satisfaction or waiver of each of the preceding conditions precedent, the amendments to the Credit Agreement set forth in Sections 2(a)(ii) and 2(h)(v) of this Amendment shall be deemed effective as of December 31, 2002. SECTION 5. 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 6. 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. The amendment provided herein to the definition of "Applicable Margin" shall be effective only for accruals of interest during the period from and after the February 2003 Amendment Effective Date. (b) The execution, delivery and effectiveness of this Amendment 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 7. 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 7. SECTION 8. 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 9. 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 10. 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. 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/ William R. McManaman ------------------------------- Name: William R. McManaman Title: EVP & CFO SEA COAST FOODS, INC. By: /s/ William R. McManaman ------------------------------- Name: William R. McManaman Title: CFO & Secretary JP MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Administrative Agent and Lender By: /s/ Kathy Duncan ------------------------------- Name: Kathy Duncan Title: Vice President AIMCO CLO SERIES 2001-A By: /s/ Jerry D. Zinkula ----------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Chris Goergen ----------------------------------- Name: Chris Goergen Title: Authorized Signatory AIMCO CLO SERIES 2000-A By: /s/ Jerry D. Zinkula ----------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Chris Goergen ----------------------------------- Name: Chris Goergen Title: Authorized Signatory ALLIANCE CAPITAL MANAGEMENT L.P., as Manager on behalf of ALLIANCE CAPITAL FUNDING, L.L.C., as Assignee By: Alliance Capital Management Corporation, General Partner of Alliance Capital Management L.P. By: /s/ Sverker Johansson ----------------------------------- Name: Sverker Johansson Title: Vice President ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula ----------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Chris Goergen ----------------------------------- Name: Chris Goergen Title: Authorized Signatory AMERICAN EXPRESS CERTIFICATE COMPANY By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Yvonne E. Stevens ---------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director APEX (IDM) CDO I, LTD. By: David L. Babson & Company Inc., as Collateral Manager By: /s/ Mary Ann McCarthy ----------------------------------- Name: Mary Ann McCarthy Title: Managing Director ARCHIMEDES FUNDING, LLC. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Cheryl Wasilewski ----------------------------------- Name: Cheryl Wasilewski Title: Vice President ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Cheryl Wasilewski ----------------------------------- Name: Cheryl Wasilewski Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. its General Partner By: /s/ Seth J. Brufsky ----------------------------------- Name: Seth J. Brufsky Title: Vice President ARES III CLO LTD. By: ARES CLO Management, LLC its Investment Partner By: /s/ Seth J. Brufsky ----------------------------------- Name: Seth J. Brufsky 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/ Seth J. Brufsky ----------------------------------- Name: Seth J. Brufsky Title: Vice President ARES V CLO LTD. By: ARES CLO Management V, L.P. its Investment Manager By: ARES CLO GP V, LLC its Managing Manager By: /s/ Seth J. Brufsky ----------------------------------- Name: Seth J. Brufsky Title: Vice President ARES VI CLO LTD. By: ARES CLO GP VI, LLC its Management Manager By: /s/ Seth J. Brufsky ----------------------------------- Name: Seth J. Brufsky Title: Vice President AXIS/SRS LIMITED By: Stanfield Capital Partners LLC as its Sub-Manager By: /s/ Christopher E. Jansen ----------------------------------- Name: Christopher E. Jansen Title: Managing Partner BALANCED HIGH-YIELD FUND I, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Cheryl Wasilewski ----------------------------------- Name: Cheryl Wasilewski Title: Vice President BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Cheryl Wasilewski ----------------------------------- Name: Cheryl Wasilewski Title: Vice President 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, N.A. By: /s/ Laura T. Sweet ----------------------------------- Name: Laura T. Sweet Title: Assistant Vice President BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH By: /s/ Salvatore Esposito ----------------------------------- Name: Salvatore Esposito Title: Director By: /s/ John Sweeney ----------------------------------- Name: John Sweeney Title: Director BNP PARIBAS By: /s/ Stephanie Rogers ----------------------------------- Name: Stephanie Rogers Title: Vice President By: /s/ Duane P. Helkowski ----------------------------------- Name: Duane P. Helkowski Title: Director CANPARTNERS INVESTMENTS IV LLC By: /s/ Joshua S. Friedman ----------------------------------- Name: Joshua S. Friedman Title: Authorized Signatory CANYON CAPITAL CDO 2001-1 LTD. By: /s/ Joshua S. Friedman ----------------------------------- Name: Joshua S. Friedman Title: Authorized Signatory CANYON CAPITAL CDO 2002-1 LTD. By: /s/ Joshua S. Friedman ----------------------------------- Name: Joshua S. Friedman Title: Authorized Signatory CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda Pace ----------------------------------- Name: Linda Pace Title: Principal CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda Pace ----------------------------------- Name: Linda Pace Title: Principal CENTURION CDO II, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ------------------------------------ Name: Leanne Stavrakis Title: Director-Operations CENTURION CDO III, LIMITED By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ------------------------------------ Name: Leanne Stavrakis Title: Director-Operations CENTURION CDO VI, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ------------------------------------ Name: Leanne Stavrakis Title: Director-Operations CONTINENTAL CASUALTY COMPANY By: /s/ Marilou R. McGirr ------------------------------------ Name: Marilou R. McGirr Title: Vice President COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ------------------------------------ Name: Scott H. Page Title: Vice President CREDIT SUISSE FIRST BOSTON INTERNATIONAL By: /s/ Steve Martin ---------------------------------- Name: Steve Martin Title: Vice President By: /s/ Irina Borisova ---------------------------------- Name: Irina Borisova Title: Assistant Vice President DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ William W. McGinty ---------------------------------- Name: William W. McGinty Title: Director By: /s/ Thomas A. Foley ---------------------------------- Name: Thomas A. Foley Title: Vice President DK ACQUISITION PARTNERS, L.P. By: /s/ Michael Leffell ---------------------------------- Name: Michael Leffell Title: Partner EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ---------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ------------------------------------ Name: Scott H. Page Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ------------------------------------ Name: Scott H. Page Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ------------------------------------ Name: Scott H. Page Title: Vice President ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Babson & Company, Inc., as Collateral Manager By: /s/ Mary Ann McCarthy ------------------------------------ Name: Mary Ann McCarthy Title: Managing Director ELC (CAYMAN) LTD. 1999-III By: David L. Babson & Company Inc., as Collateral Manager By: /s/ Mary Ann McCarthy ---------------------------------- Name: Mary Ann McCarthy Title: Managing Director ELC (CAYMAN) LTD. 2000-1 By: David L. Babson & Company Inc., as Collateral Manager By: /s/ Mary Ann McCarthy ---------------------------------- Name: Mary Ann McCarthy Title: Managing Director ENDURANCE CLO I, LTD. C/o: ING Capital Advisors LLC, as Collateral Manager By: /s/ Cheryl Wasilewski ---------------------------------- Name: Cheryl Wasilewski Title: Vice President EVENT PARTNERS DEBT ACQUISTITION, L.L.C. By: /s/ Stuart R. Kovensky ---------------------------------- Name: Stuart R. Kovensky Title: Authorized Signatory FRANKLIN CLO I, LIMITED By: /s/ Richard D'Addario ---------------------------------- Name: Richard D'Addario Title: Senior Vice President FRANKLIN CLO III, LIMITED By: /s/ Richard D'Addario ----------------------------------- Name: Richard D'Addario Title: Senior Vice President GENERAL ELECTRIC CAPITAL CORP. By: /s/ W. Jerome McDermott ----------------------------------- Name: W. Jerome McDermott Title: Duly Authorized Signatory GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst Vice President HARRIS TRUST AND SAVINGS BANK By: /s/ Sandra J. Sanders ----------------------------------- Name: Sandra J. Sanders Title: Vice President HIGHLAND LEGACY LTD By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Chip Jones ---------------------------------- Name: Chip Jones Title: HSBC BANK USA By: /s/ Matthew J. Logan ---------------------------------- Name: Matthew J. Logan Title: Assistant Vice President IDS LIFE INSURANCE COMPANY By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Yvonne E. Stevens ---------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director IKB DEUTSCHE INDUSTRIEBANK AG LUXEMBOURG BRANCH By: /s/ Stephen Jassett ---------------------------------- Name: Stephen Jassett Title: Director By: /s/ Manfred Ziwey ---------------------------------- Name: Manfred Ziwey Title: Director ING PRIME RATE TRUST By: ING Investments, LLC as its Investment Manager By: /s/ Jason Groom ---------------------------------- Name: Jason Groom Title: Vice President ING SENIOR INCOME FUND By: ING Investments, LLC as its Investment Manager By: /s/ Jason Groom ---------------------------------- Name: Jason Groom Title: Vice President KZH CYPRESSTREE-1 LLC By: /s/ Dorian Herrera ---------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH HIGHLAND-2 LLC By: /s/ Dorian Herrera ---------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH ING-2 LLC By: /s/ Dorian Herrera ---------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH PONDVIEW LLC By: /s/ Dorian Herrera ---------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH STERLING LLC By: /s/ Dorian Herrera ---------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH WATERSIDE LLC By: /s/ Dorian Herrera ---------------------------------- Name: Dorian Herrera Title: Authorized Agent MARINER LDC By: /s/ Charles R. Howe IV ---------------------------------- Name: Charles R. Howe IV Title: Director 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 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 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING 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/ Sverker Johansson ---------------------------------- Name: Sverker Johansson Title: Vice President MORGAN STANLEY PRIME INCOME TRUST By: /s/ Peter Gewirtz ---------------------------------- Name: Peter Gewirtz Title: Vice President NATEXIS BANQUES POPULAIRES By: /s/ Frank H. Madden, Jr. ---------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ Kristen Brainard ---------------------------------- Name: Kristen Brainard Title: Associate NATIONAL CITY By: /s/ Jennifer R. Hammarlund ----------------------------------- Name: Jennifer R. Hammarlund Title: Assistant Vice President NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Cheryl Wasilewski ----------------------------------- Name: Cheryl Wasilewski Title: 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/ Sverker Johansson ---------------------------------- Name: Sverker Johansson Title: Vice President NYLIM HIGH YIELD CDO 2001, LTD. By: New York Life Investment Management, LLC, as Investment Manager and Attorney-in-Fact By: /s/ Robert H. Dial ---------------------------------- Name: Robert H. Dial Title: Vice President ORYX CLO, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Cheryl Wasilewski ------------------------------ Name: Cheryl Wasilewski Title: Vice President PACIFICA PARTNERS I, L.P. By: Imperial Credit Asset as its Investment Manager By: /s/ Mary Shaifer ------------------------------ Name: Mary Shaifer Title: Vice President PAM CAPITAL FUNDING LTD. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Chip Jones ------------------------------ Name: Chip Jones Title: PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Chip Jones ------------------------------ Name: Chip Jones Title: 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 PINEHURST TRADING, INC. By: /s/ Ann E. Morris -------------------------------- Name: Ann E. Morris Title: Asst. Vice President PPM AMERICA SPECIAL INVESTMENTS FUND, L.P. By: PPM America, Attorney in fact By: /s/ Chris T. Brown ------------------------------- Name: Chris T. Brown Title: Managing Director PPM SHADOW CREEK FUNDING LLC By: /s/ Ann E. Morris -------------------------------- Name: Ann E. Morris Title: Asst. Vice President PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris ------------------------------- Name: Ann E. Morris Title: Authorized Agent PROMETHEUS INVESTMENT FUNDING NO. 1 LTD By: HVB Credit Advisors LLC, as Investment Manager By: /s/ Charles P. Strause ------------------------------- Name: Charles P. Strause Title: Associate Director By: /s/ Timothy Harrod ------------------------------- Name: Timothy Harrod Title: Managing Director SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ------------------------------- Name: Scott H. Page Title: Vice President SEQUILS-CENTURION V, LTD By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ------------------------------- Name: Leanne Stavrakis Title: Director-Operations SEQUILS PILGRIM-I LTD. By: ING Investments, LLC as its Investment Manager By: /s/ Jason Groom ------------------------------------ Name: Jason Groom Title: Vice President SIMSBURY CLO, LIMITED By: David L. Babson & Company. Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ Mary Ann McCarthy ------------------------------------ Name: Mary Ann McCarthy Title: Managing Director SMOKY RIVER CDO, L.P. By: RBC Leveraged Capital as Portfolio Manager By: /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Partner SRS STRATEGIES (CAYMAN) LP By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner STANFIELD CLO, LTD By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner STANFIELD/RMF TRANSATLANTIC CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------- Name: Christopher E. Jansen Title: Managing Partner SUNTRUST BANK By: /s/ Janet R. Naifeh ------------------- Name: Janet R. Naifeh Title: Director VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp, as Collateral Manager By: /s/ Christina Jamieson ---------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp as Collateral Manager By: /s/ Christina Jamieson ---------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson ---------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson ---------------------- Name: Christina Jamieson Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson ---------------------- Name: Christina Jamieson Title: Vice President WELLS FARGO BANK, N.A. By: /s/ Leonard Kam ------------------- Name: Leonard Kam Title: Vice President & Principal ANNEX I SCHEDULE 1.1B ------------- FOURTH QUARTER 2002 ADJUSTMENTS 1. Expenses recorded for excess and obsolete inventory, not to exceed $8 million. 2. Expenses recorded and relating to the closing of the Company's manufacturing facility in Yuba City, California, not to exceed $7 million. 3. Adjustments to expenses recorded and relating to the closing of the Company's manufacturing facility in West Seneca, New York, not to exceed $3 million. ANNEX II SCHEDULE 1.1C ------------- PROJECTED TOTAL PROFIT CONTRIBUTION BEFORE DEPRECIATION AND AMORTIZATION 2003 2004 ---------------------------- -------------------- Q1 Q2 Q3 Q4 Q1 Q2 Q3 ---------------------------- -------------------- BPCDA(1) - -------- Seafood "..." "..." "..." "..." "..." "..." "..." Breakfast "..." "..." "..." "..." "..." "..." "..." Pizza "..." "..." "..." "..." "..." "..." "..." Chef's Choice "..." "..." "..." "..." "..." "..." "..." Baking "..." "..." "..." "..." "..." "..." "..." Syrups "..." "..." "..." "..." "..." "..." "..." Bagels "..." "..." "..." "..." "..." "..." "..." Discretionary "..." "..." "..." "..." "..." "..." "..." ---------------------------- -------------------- "..." "..." "..." "..." "..." "..." "..." (1) BPCDA includes the following Food Service BPCDA to be excluded after the sale of Frozen Breakfast Non-Breakfast Food Service "..." "..." "..." "..." "..." "..." "..."