EXHIBIT 99.4
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered into
this 20th day of November, 2002, by and between BOCP ABR MEZZ, LLC, a Delaware
limited liability company (the "Junior Creditor") and XXXXXXX XXXXX CAPITAL, A
DIVISION OF XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC., as Agent ("Agent")
for certain lenders ("Lenders").
RECITALS
Atlantic Premium Brands, Ltd., a Delaware corporation ("APB") and its
subsidiaries, Prefco Corp., a Delaware corporation, Carlton Foods Corp., a
Delaware corporation, Xxxxxxxx Cajun Foods Corp., a Delaware corporation and
Potter Sausage Co., a Delaware corporation (collectively with APB,
"Borrowers") are indebted to Junior Creditor, which indebtedness is evidenced
by an Amended and Substituted Subordinated Note of even date herewith (the
"Junior Note") in the original principal amount of $715,000, a copy of which
is attached hereto as Exhibit A; and
Borrowers' obligations under the Junior Note are secured by liens on and
security interest in substantially all of the now existing and hereafter
acquired personal property of each Borrower (the "Collateral"), granted pursuant
to a certain Amended and Restated Security Agreement of even date herewith (the
"Junior Security Agreement"); and
Borrowers, Agent and Lenders have entered into a certain Credit Agreement
dated on or about the date hereof (as the same hereafter may be amended,
supplemented or otherwise modified or replaced from time to time, the "Credit
Agreement"), pursuant to which Agent and Lenders have agreed to make certain
loans and provide certain other financial accommodations to Borrowers; and
Borrowers' obligations under the Credit Agreement and the other Loan
Documents are secured by liens on and security interests in the Collateral
granted pursuant to a certain Security Agreement of even date herewith (the
"Security Agreement") and various other agreements, instruments and documents;
and
A condition to any obligation of Agent and Lenders to make any loans or
other extensions of credit to Borrowers under the Credit Agreement is the
execution and delivery of this Agreement by Agent, Junior Creditor and
Borrowers;
NOW, THEREFORE, for TEN DOLLARS ($10.00) and to induce Agent and Lenders
to provide financial accommodations to or for the benefit of Borrowers and for
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto, intending to be legally bound
hereby, do agree as follows:
1. DEFINITIONS. In addition to the terms defined above, the following
terms shall have the following meanings in this Agreement:
BUSINESS DAY shall mean any day other than a Saturday, Sunday or any
Federal or State of Illinois holiday.
ENFORCEMENT ACTION shall mean (a) to take from or for the account of any
Borrower, by set-off or in any other manner, the whole or any part of any moneys
which may now or hereafter be owing by such Borrower with respect to the Junior
Debt, (b) to xxx for payment of, or to initiate or participate with others in
any suit, action or proceeding against any Borrower to (i) enforce payment of or
to collect the whole or any part of the Junior Debt or (ii) commence judicial
enforcement of any of the rights and remedies under the Junior Debt Documents or
applicable law with respect to the Junior Debt, (c) to accelerate the Junior
Debt, (d) to exercise any put option or to cause any Borrower to honor any
redemption or mandatory prepayment obligation under any Junior Debt Document,
(e) to notify account debtors or directly collect accounts receivable or other
payment rights of any Borrower or (f) take any action under the provisions of
any state or federal law, including, without limitation, the Uniform Commercial
Code, or under any contract or agreement, to enforce, foreclose upon, take
possession of or sell any property or assets of any Borrower (including without
limitation the Collateral).
JUNIOR DEBT shall mean all present and future liabilities and obligations
of Borrowers to Junior Creditor evidenced or secured, as the case may be, by any
of the Junior Debt Documents, including, without limitation, the liabilities and
obligations under the Junior Note.
JUNIOR DEBT DOCUMENTS shall mean the Junior Note, the Junior Security
Agreement and any and all other agreements, documents and instruments
evidencing, securing or pertaining to any portion of the Junior Debt.
JUNIOR DEFAULT shall mean a default in the payment of the Junior Debt or
any other occurrence permitting Junior Creditor to accelerate the payment of all
or any portion of the Junior Debt.
JUNIOR DEFAULT NOTICE shall mean a written notice to Agent pursuant to
which Agent is notified of the existence of a Junior Default.
LIABILITIES shall mean all liabilities and obligations of Borrowers to
Agent and Lenders under the Credit Agreement, the Loan Documents or otherwise,
whether now existing or hereafter arising, and any refinancing, refunding,
replacement and extension thereof, whether arising before or after the
commencement of any bankruptcy, insolvency or receivership proceedings involving
any Borrower.
LOAN DOCUMENTS shall mean all documents, instruments and other agreements
executed in connection with or contemplated by the Credit Agreement or otherwise
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evidencing or securing any of the Liabilities, including without limitation the
Security Agreement.
PAYMENT DEFAULT shall mean any default by Borrowers in the payment of any
sums due under the Credit Agreement or any of the other Loan Documents.
PERFORMANCE DEFAULT shall mean any default by Borrowers under the Credit
Agreement or any of the other Loan Documents, other than a Payment Default.
SENIOR DEFAULT shall mean a default in the payment of the Liabilities or
any other occurrence permitting Agent to accelerate the payment of all or any
portion of the Liabilities.
SENIOR DEFAULT NOTICE shall mean a written notice to Junior Creditor
pursuant to which Junior Creditor is notified of the existence of a Senior
Default.
2. SUBORDINATION OF JUNIOR DEBT TO LIABILITIES.
2.1. SUBORDINATION OF JUNIOR DEBT. The repayment of any and all of the
Junior Debt is hereby expressly subordinated to the prior payment in full in
cash of the Liabilities.
2.2. RESTRICTION ON PAYMENTS. Notwithstanding any provision of the Junior
Debt Documents to the contrary and in addition to any other limitations set
forth herein or therein, (a) except as otherwise provided in subsection 2.2(b)
below, Borrower may pay to Junior Creditor and Junior Creditor may accept and
retain (i) regularly scheduled installments of interest accruing at 10% per
annum and due and owing Junior Creditor under the Junior Note in accordance with
its present tenor on each December 31, March 31, June 30 and September 30
hereafter commencing on December 31, 2002 and on February 15, 2008, but in each
case without prepayment (whether mandatory or optional) or payment upon
acceleration, (ii) a payment of accrued and unpaid interest pursuant to the
terms of the Junior Note in accordance with its present tenor on January 15,
2008 and (iii) the regularly scheduled installment of principal due and owing to
Junior Creditor under the Junior Note in accordance with its present tenor on
January 15, 2008, but without prepayment (whether mandatory or optional) or
payment upon acceleration; (b) no payments of principal or interest or any other
amounts payable on account of the Junior Debt shall be made, and Junior Creditor
shall not accept or retain the same at such time as a Performance Default exist
or would exist as a result of such payment, until the earlier to occur of (i)
such date as Agent shall confirm in writing to Junior Creditor that such
Performance Default has been cured or waived, and (ii) the date one (1) year
after the date on which such Performance Default first exists; provided,
however, that if, within such one (1) year period referred to in this clause
(ii), (A) Agent sends to Junior Creditor any notice that a Performance Default
has occurred which arises out of different events or circumstances than the
original Performance Default, then the one (1) year limitation set forth in this
clause (ii) shall be extended for a period of up to (1) year after receipt by
Junior Creditor of such later notice of default; or (B) any Payment Default
occurs, then the terms of paragraph (c) hereinbelow shall apply; and (c) no
payments of interest or any other amounts payable on account of the Junior Debt
shall be made at such time as a Payment Default exists or would exist as the
result of such
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payment, and Junior Creditor shall not accept or retain the same, until such
date as Agent shall confirm in writing to Junior Creditor that such default has
been cured or waived. In no event shall Agent's or Lenders' continuing to honor
any requests of Borrowers for loans under the Credit Agreement after the
occurrence of a Performance Default or Payment Default be deemed a waiver
thereof, unless such default is expressly waived in writing by Agent or Lenders.
2.3. PROCEEDINGS. In the event of any insolvency, bankruptcy,
receivership, custodianship, liquidation, reorganization, assignment for the
benefit of creditors or other proceeding for the liquidation, dissolution or
other winding up of any Borrower or its respective properties, (a) all
Liabilities first shall be paid in full in cash before any payment of or with
respect to the Junior Debt shall be made; (b) any payment which, but for the
terms hereof, otherwise would be payable or deliverable in respect of the Junior
Debt shall be paid or delivered directly to Agent (to be held and/or applied by
Agent in accordance with the terms of the Credit Agreement) until all
Liabilities are paid in full, and Junior Creditor irrevocably authorizes,
empowers and directs all receivers, trustees, liquidators, custodians,
conservators and others having authority in the premises to effect all such
payments and deliveries, and Junior Creditor also irrevocably authorizes,
empowers and directs Agent to demand, xxx for, collect and receive every such
payment or distribution; (c) Junior Creditor agrees to execute and deliver to
Agent or its representatives all such further instruments confirming the
authorization referred to in the foregoing clause (b), and agrees to take all
such other actions in order to enable Agent to enforce all claims upon or in
respect of the Junior Debt; (d) Junior Creditor agrees to execute, verify,
deliver and file any proofs of claim in respect of the Junior Debt reasonably
requested by Agent in connection with any such proceeding and hereby irrevocably
authorizes, empowers and appoints Agent as its agent and attorney-in-fact to (i)
execute, verify, deliver and file such proofs of claim upon the failure of
Junior Creditor to do so and (ii) vote such proofs of claim in any such
proceeding; (e) Agent may consent to the use of cash collateral or provide
financing to any Borrower on such terms and conditions and in such amounts as
Agent, in its sole discretion, may decide and, in connection therewith, each
Borrower may grant to Agent liens and security interests upon all of the
property of such Borrower, which liens and security interests (i) shall secure
payment of all Liabilities (whether such Liabilities arose prior to the
commencement of any such proceeding or at any time thereafter) provided by Agent
and Lenders during such proceeding and (ii) shall be superior in priority to the
liens and security interests, if any, in favor of Junior Creditor on the
property of each Borrower; (f) Junior Creditor will not object to or oppose a
sale or other disposition of any property securing all or any part of the
Liabilities free and clear of security interests, liens or other claims of
Junior Creditor under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any
other provision of the United States Bankruptcy Code if Agent has consented to
such sale or disposition; (g) Junior Creditor agrees not to assert any right it
may have to "adequate protection" of Junior Creditor's interest in any
Collateral in any Proceeding and agrees that it will not seek to have the
automatic stay lifted with respect to any Collateral without the prior written
consent of Agent; and (h) Junior Creditor waives any claim it may now or
hereafter have arising out of Agent's or any Lender's election, in any
Proceeding instituted under the United States Bankruptcy Code, of the
application of Section 1111(b)(2) of the United States Bankruptcy Code, and/or
any
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borrowing or grant of a security interest under Section 364 of the United States
Bankruptcy Code by any Borrower, as debtor in possession. The Liabilities shall
continue to be treated as Liabilities and the provisions of this Agreement shall
continue to govern the relative rights and priorities of Agent and Junior
Creditor even if all or part of the Liabilities or the security interests
securing the Liabilities are subordinated, set aside, avoided, invalidated or
disallowed in connection with any such proceeding, and this Agreement shall be
reinstated if at any time any payment of any of the Liabilities is rescinded or
must otherwise be returned by Agent or any Lender.
2.4. INCORRECT PAYMENTS. If any payment is received by Junior Creditor on
account of the Junior Debt in contravention of the provisions of subsections 2.2
and 2.3 above, such payment shall not be commingled with any asset of Junior
Creditor, shall be held in trust by Junior Creditor for the benefit of Agent and
shall be paid over to Agent, or its designated representative, for application
(in accordance with the Credit Agreement) to the payment of the Liabilities then
remaining unpaid.
2.5. SALE, TRANSFER, ETC. Junior Creditor shall not sell, assign, dispose
of or otherwise transfer all or any portion of the Junior Debt without the prior
written consent of Agent. In the event of a permitted sale, assignment,
disposition or other transfer, Junior Creditor, prior to the consummation of any
such action, shall cause the transferee thereof to execute and deliver to Agent
an agreement substantially identical to this Agreement, providing for the
continued application of the Junior Debt to the Liabilities ads provided herein
and for the continued effectiveness of all of the rights of Agent arising under
this Agreement. Notwithstanding the failure to execute or deliver any such
agreement, the subordination effected hereby shall survive any sale, assignment,
disposition or other transfer of all or any portion of the Junior Debt, and the
terms of this Agreement shall be binding upon the successors and assigns of
Junior Creditor, as provided in Section 10 below.
2.6. RESTRICTION ON ACTION BY JUNIOR CREDITOR.
(a) Until the Liabilities are paid in full and notwithstanding
anything contained in the Junior Debt Documents or the Credit Agreement to
the contrary, Junior Creditor shall not, without the prior written consent
of Agent, agree to any amendment, modification or supplement to the Junior
Debt Documents.
(b) Until the Liabilities are paid in full, Junior Creditor shall
not, without the prior written consent of Agent, exercise any Enforcement
Action with respect to the Junior Debt set forth in any of the Junior Debt
Documents or that otherwise may be available to Junior Creditor, either at
law or in equity.
2.7. SUBORDINATION OF LIENS AND SECURITY INTERESTS; AGREEMENT NOT TO
CONTEST; AGREEMENT TO RELEASE LIENS. Until the Liabilities have been
indefeasibly paid in full in cash and all lending commitments under the Loan
Documents have terminated, all liens and security interests of Junior Creditor
in the Collateral shall be and hereby are subordinated for all purposes and in
all respects to the liens and security interests of Agent in the Collateral,
regardless of the time, manner or order of perfection of any such liens and
security interests.
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Junior Creditor agrees that it will not at any time contest the validity,
perfection, priority or enforceability of the Liabilities, the Loan Documents,
or the liens and security interests of Agent in the Collateral securing the
Liabilities. In the event that Agent releases or agree to release any of its
liens or security interests in the Collateral in connection with the sale or
other disposition thereof in a commercially reasonable arms length transaction
approved by the applicable Borrower, or any of the Collateral is sold or
retained pursuant to a foreclosure or similar action, Subordinated Creditor
hereby consents to such sale or other disposition and agrees to promptly execute
and deliver to Agent such termination statements and releases as Agent shall
reasonably request to effect the release of the liens and security interests of
Junior Creditor in such Collateral. In furtherance of the foregoing, Junior
Creditor hereby irrevocably authorizes Agent in the place and stead of Junior
Creditor and in the name of Junior Creditor or otherwise, to execute and
deliver, if applicable, and file, any termination statement, release or other
document or instrument which Junior Creditor may be required to deliver pursuant
to this Section 2.7.
2.8. APPLICATION OF PROCEEDS FROM SALE OR OTHER DISPOSITION OF THE
Collateral. In the event of any sale, transfer or other disposition (including a
casualty loss or taking through eminent domain) of the Collateral, the proceeds
resulting therefrom (including insurance proceeds) shall be applied in
accordance with the terms of the Loan Documents or as otherwise consented to by
Agent until such time as the Liabilities are indefeasibly paid in full in cash
and all commitments to lend under the Loan Documents have been terminated.
2.9. MARSHALING. Junior Creditor hereby waives any rights it may have
under applicable law to assert the doctrine of marshaling or to otherwise
require Agent to marshal any property of any Borrower for the benefit of Junior
Creditor.
2.10. RIGHTS RELATING TO AGENT'S ACTIONS WITH RESPECT TO THE COLLATERAL.
Junior Creditor hereby waives, to the extent permitted by applicable law, any
rights which it may have to enjoin or otherwise obtain a judicial or
administrative order preventing Agent from taking, or refraining from taking,
any action with respect to all or any part of the Collateral. Without limitation
of the foregoing, Junior Creditor hereby agrees (a) that it has no right to
direct or object to the manner in which Agent applies the proceeds of the
Collateral resulting from the exercise by Agent of rights and remedies under the
Loan Documents to the Liabilities and (b) that Agent has not assumed any
obligation to act as the agent for Junior Creditor with respect to the
Collateral.
3. CONTINUED EFFECTIVENESS OF THIS AGREEMENT. The terms of this Agreement,
the subordination effected hereby, and the rights and the obligations of
Junior Creditor and Agent arising hereunder, shall not be affected,
modified or impaired in any manner or to any extent by: (a) any amendment
to or modification, restatement or extension of either of the Credit
Agreement, any of the Loan Documents or the Junior Debt Documents; (b) the
validity or enforceability of any of such documents; (c) any exercise or
non-exercise of any right, power or remedy under or in respect of the
Liabilities or the Junior Debt or any of the instruments or documents
referred to in clause (a) above; (d) any release, settlement or compromise
in respect of the Liabilities or the Junior Debt or any security for the
Liabilities or the Junior Debt; or
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(e) the failure to perfect or continue the perfection of any of the Senior
Security Interest.
4. CUMULATIVE RIGHTS, NO WAIVERS. Each and every right, remedy and power
granted to Agent hereunder shall be cumulative and in addition to any
other right, remedy or power specifically granted herein, in the Credit
Agreement or hereafter existing in equity, at law, by virtue of statute
or otherwise, and may be exercised by Agent, from time to time,
concurrently or independently and as often and in such order as Agent
may deem expedient. Any failure or delay on the part of Agent in
exercising any such right, remedy or power, or abandonment or
discontinuance of steps to enforce the same, shall not operate as a
waiver thereof or affect Agent's right thereafter to exercise the same,
and any single or partial exercise of any such right, remedy or power
shall not preclude any other or further exercise thereof or the
exercise of any other right, remedy or power, and no such failure,
delay, abandonment or single or partial exercise of Agent's rights
hereunder shall be deemed to establish a custom or course of dealing or
performance among the parties hereto.
5. MODIFICATION. Any modification or waiver of any provision of this
Agreement, or any consent to any departure by Junior Creditor
therefrom, shall not be effective in any event unless the same is in
writing and signed by Agent, and then such modification, waiver or
consent shall be effective only in the specific instance and for the
specific instance and for the specific purpose given. Any notice to or
demand on Junior Creditor in any event not specifically required of
Agent hereunder shall not entitle Junior Creditor to any other or
further notice or demand in the same, similar or other circumstances
unless specifically required hereunder.
6. ADDITIONAL DOCUMENTS AND ACTIONS. Junior Creditor at any time, and from
time to time, after the execution and delivery of this Agreement, upon the
reasonable request of Agent and at the expense of Junior Creditor,
promptly will execute and deliver such further documents and do such
further acts and things as Agent may, in good faith, request in order to
effect fully the purposes of this Agreement.
7. NOTICES. Unless otherwise specifically provided herein, any notice or
other communication required or permitted to be given shall be in
writing addressed to the respective party as set forth below and may be
personally served, telecopied or sent by overnight courier service or
United States mail certified or registered and shall be deemed to have
been given (a) if delivered in person, when delivered; (b) if delivered
by telecopy, on the date of transmission if transmitted on a Business
Day before 2:00 p.m. (Chicago time) or, if not, on the next succeeding
Business Day; (c) if delivered by overnight courier, two Business Days
after delivery to such courier properly addressed; or (d) if by United
States mail, four Business Days after depositing in the United States
mail, with postage prepaid and properly addressed. Notices shall be
addressed as follows:
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To Junior Creditor:
BOCP ABR Mezz, LLC
000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxx Xxxxxxx
Telecopy No.: (000) 000-0000
To Lenders:
Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business Financial
Services Inc.
000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Telecopy No.: 000-000-0000
With a copy to:
Goldberg, Kohn, Bell, Black, Xxxxxxxxxx & Xxxxxx, Ltd.
00 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
Telecopy No.: 000-000-0000
or in any case, to such other address as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this Section 7. A notice not given as provided above shall, if
it is in writing, be deemed given if and when actually received by the party to
whom given.
8. GOVERNING LAW. This Agreement shall be governed as to validity,
interpretation, enforcement and effect by the laws of the State of
Illinois without giving effect to conflicts of law principles
thereunder. JUNIOR CREDITOR AND AGENT EACH AGREES TO THE VENUE AND
JURISDICTION OF ANY COURTS OF THE STATE OF ILLINOIS AND OF ANY FEDERAL
COURT LOCATED IN THE STATE OF ILLINOIS REGARDING ALL ACTIONS,
PROCEEDINGS OR OTHER MATTERS ARISING DIRECTLY OR INDIRECTLY HEREUNDER,
AND EACH EXPRESSLY CONSENTS THAT ANY SERVICE OF PROCESS MAY BE MADE
UPON IT BY SERVICE UPON SUCH PARTY OF BY CERTIFIED OR REGISTERED MAIL
DIRECTED TO SUCH PARTY AT ITS ADDRESS SET FORTH ABOVE. EACH PARTY
WAIVES TRAIL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS AND
ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER.
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9. SEVERABILITY. In the event that any provision of this Agreement is deemed
to be invalid by reason of the operation of any law or by reason of the
interpretation placed thereon by any governmental body, this Agreement
shall be construed as not containing such provision and the invalidity of
such provision shall not affect the validity of any other provisions
hereof, and any and all other provisions hereof which otherwise are lawful
and valid shall remain in full force and effect.
10. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
the successors and assigns of Agent and shall be binding upon the
successors and assigns of Junior Creditor.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all
of which taken together shall be one and the same instrument.
12. DEFINES RIGHTS OF CREDITORS. The provisions of this Agreement are solely
for the purpose of defining the relative rights of Junior Creditor and
Agent and shall not be deemed to create any rights or priories in favor of
any other Person, including, without limitation, any Borrower.
13. CONFLICT. In the event of any conflict between any term, covenant or
condition of this Agreement and any term, covenant or condition of any
of the Junior Debt Documents, the provisions of this Agreement shall
control and govern. For purposes of this Section 13, to the extent that
any provisions of any of the Junior Debt Documents provide rights,
remedies and benefits to Agent that exceed the rights, remedies and
benefits provided to Agent under this Agreement, such provisions of the
applicable Junior Debt Documents shall be deemed to supplement (and not
to conflict with) the provisions hereof.
14. HEADINGS. The paragraph heading used in this Agreement are for
convenience only and shall not affect the interpretation of any of the
provisions hereof.
15. TERMINATION. This Agreement shall terminate the satisfaction in full
of the Liabilities and the termination of the Credit Agreement and all
of the Loan Documents.
16. DEFAULT NOTICES. Junior Creditor shall use its best efforts to provide
Agent with a Junior Default Notice upon the occurrence of a Junior
Default. Agent shall use its best efforts to provide Junior Creditor
with a Senior Default Notice upon the occurrence of a Senior Default.
Notwithstanding the foregoing terms of this Section, any failure by
either party hereto to provide any such notice required under this
Section shall not (a) affect such party's rights under this Agreement,
(b) affect the validity of any notice sent to Borrowers, (c) create a
cause of action against such party, or (d) create any claim or right on
behalf of any third party.
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17. LEGEND. Junior Creditor agrees that the Junior Note (and any
replacement instrument therefor) shall be legended in a manner
consistent with the legend on the Junior Note attached hereto as
Exhibit A.
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IN WITNESS WHEREOF, Junior Creditor and Agent have caused this Agreement
to be executed as of the date first above written.
BOCP ABR MEZZ, LLC
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Title: Manager
XXXXXXX XXXXX CAPITAL,
A DIVISION OF XXXXXXX XXXXX
BUSINESS FINANCIAL SERVICES INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
Acknowledged and Agreed
this 20th day of November, 2002.
ATLANTIC PREMIUM
BRANDS, LTD., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Chief Financial Officer and
Chief Operating Officer
PREFCO CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Chief Financial Officer
CARLTON FOODS CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Chief Financial Officer
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XXXXXXXX CAJUN FOODS CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Chief Financial Officer
POTTER SAUSAGE CO.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Chief Financial Officer
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EXHIBIT A
Junior Note
Attached.
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