Exhibit 10.3
CONFORMED COPY
--------------
AMENDMENT, dated as of March 28, 2002 (this "Amendment") to the
---------
RECEIVABLES PURCHASE AGREEMENT, dated as of April 19, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Receivables Purchase
--------------------
Agreement"), between Aurora Foods Inc. ("Aurora") and JPMorgan Chase Bank
--------- ------
("JPMCB").
-----
The parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in Exhibit A to the Receivables
-------------
Purchase Agreement and used herein shall have the meanings given to them in
Exhibit A to the Receivables Purchase Agreement.
SECTION 2. Amendment to Receivables Purchase Agreement.
-------------------------------------------
(a) Amendment to Section 10.01. Section 10.01 of the Receivables Purchase
--------------------------
Agreement is hereby amended by deleting the first sentence therein in its
entirety and substituting in lieu thereof the following:
"This Agreement shall have a term beginning on the date hereof, and ending
on March 31, 2002. This term shall, at the option of the seller, be
extended until June 30, 2002 upon the payment to the Purchaser, on or
before March 31, 2002, of an extension fee in the amount of $150,000."
SECTION 3. Conditions to Effectiveness. This Amendment shall be effective
---------------------------
on the date (the "Effective Date") on which (i) Aurora, JPMCB and the
--------------
Subordinated Participants shall have executed and delivered this Amendment and
(ii) an administrative fee in the amount of $31,250 is paid to JPMCB.
SECTION 4. Representations and Warranties. To induce the parties hereto to
------------------------------
enter into this Amendment, Aurora hereby represents and warrants that the
representations and warranties made by the Seller in Section 4.01 of the
Receivables Purchase Agreement are true and correct in all material respects on
and as of the date hereof, before and after giving effect to the effectiveness
of this Amendment, as if made on and as of the date hereof.
SECTION 5. Payment of Expenses. Aurora agrees to pay or reimburse JPMCB and
-------------------
the Subordinated Participants for all of their out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to JPMCB and the Subordinated Participants.
SECTION 6. Continuing Effect. Except as expressly modified by this
-----------------
Amendment, the Receivables Purchase Agreement and the Participation Agreement
are and shall remain in full force and effect.
SECTION 7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
-------------
THE PARTIES HERETO SHALL BE GOVERNED BY, AND
2
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. 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. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.
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/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman and C.E.O.
JPMORGAN CHASE BANK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Agreed to and Acknowledged,
including for all purposes of the
Master Subordinated Participation
Agreement by:
FENWAY PARTNERS CAPITAL FUND, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
FENWAY PARTNERS CAPITAL FUND II, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
XXXXXX DE LEEUW & CO. III, L.P.
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
XXXXXX DE LEEUW & CO. III (EUROPE), L.P.
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
XXXXXX DE LEEUW & CO. III (ASIA), L.P.
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
GAMMA FUND LLC
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
XXXXXX DE LEEUW & CO. IV, L.P
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
DELTA FUND LLC
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
XXXXXX DE LEEUW & CO. IV, ASSOCIATES L.P
By: /s/ Xxxxx Xx Xxxxx
-------------------------------------
Name: Xxxxx Xx Xxxxx
Title:
UBS CAPITAL LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-Fact
