EXHIBIT X
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NOTE AND WARRANT TRANSFER AGREEMENT
I. Transfer of Warrants and Notes
A. Fund I
In exchange for $32,744.00 in cash consideration, Fenway Partners Capital
Fund, L.P. ("Fund I") hereby sells, assigns and transfers to FPIP, LLC ("FPIP")
the following securities, originally issued to Fund I by Aurora Foods, Inc.
("Aurora") pursuant to the Note Purchase Agreement dated as of June 27, 2002
among Aurora, Fund I and Fenway Partners Capital Fund II, L.P. ("Fund II") and
the other Purchasers party thereto (the "Note Purchase Agreement"): (i)
$19,664.00 of the principal amount of the note issued on June 27, 2002 (the
"Fund I June Note"), (ii) $13,109.00 of the principal amount of the note issued
on July 2, 2002 (the "Fund I July Note") and (iii) 2,753 warrants (the "Fund I
Warrants") to purchase one share of the Common Stock, $0.01 par value per share,
of Aurora (the "Common Stock"), represented by the Common Stock Warrant
Certificate issued on July 8, 2002 (the "Fund I Warrant Certificate"), in each
case, together with all rights, title and interest therein.
In exchange for $41,076.00 in cash consideration, Fund I hereby sells,
assigns and transfers to FPIP Trust, LLC ("FPIP Trust"): (i) $24,669.00 of the
principal amount of the Fund I June Note, (ii) $16,446.00 of the principal
amount of the Fund I July Note and (iii) 3,453 Fund I Warrants represented by
the Fund I Warrant Certificate, in each case, together with all rights, title
and interest therein.
Fund I does hereby irrevocably constitute and appoint ___________________
attorney to transfer the said portion of the Warrants on the books of the named
corporation with full power of substitution in the premises.
B. Fund II
In exchange for $8,013.00 in cash consideration, Fund II hereby sells,
assigns and transfers to FPIP, the following securities, originally issued to
Fund II by Aurora pursuant to the Note Purchase Agreement: (i) $4,786.00 of the
principal amount of the note issued on June 27, 2002 (the "Fund II June Note"),
(ii) $3,190.00 of the principal amount of the note issued on July 2, 2002 (the
"Fund II July Note") and (iii) 670 warrants (the "Fund II Warrants") to purchase
one share of the Common Stock represented by the Common Stock Warrant
Certificate issued on July 8, 2002 (the "Fund II Warrant Certificate"), in each
case, together with all rights, title and interest therein.
In exchange for $10,466.00 in cash consideration, Fund II hereby sells,
assigns and transfers to FPIP Trust: (i) $6,250.00 of the principal amount of
the Fund II June Note, (ii) $4,167.00 of the principal amount of the Fund II
July Note and (iii) 875 Fund II Warrants represented by the Fund II Warrant
Certificate, in each case, together with all rights, title and interest therein.
Fund II does hereby irrevocably constitute and appoint ___________________
attorney to transfer the said portion of the Warrants on the books of the named
corporation with full power of substitution in the premises.
II. Representations of FPIP and FPIP Trust
Each of FPIP and FPIP Trust hereby agrees to be bound by the terms and
provisions of Section 11 of the Fund I and Fund II Warrant Certificates.
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FENWAY PARTNERS CAPITAL FUND L.P.
By: Fenway Partners, LP,
its general partner
By: Fenway Partners Management, Inc.
its general partner
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
FENWAY PARTNERS CAPITAL FUND II, L.P.
By: Fenway Partners II, LLC,
its general partner
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
FPIP, LLC
By: Fenway Partners, Inc.,
its managing member
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
FPIP Trust, LLC
By: Fenway Partners, Inc.,
its managing member
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Dated: 7/24/2003 Title: Managing Director
