AMENDMENT NO. 1
TO
LINCOLN SNACKS COMPANY
CONVERTIBLE SUBORDINATED DEBENTURE
AMENDMENT NO. 1 TO LINCOLN SNACKS COMPANY CONVERTIBLE SUBORDINATED
DEBENTURE dated as of the 27th day of April, 2000, by and between LINCOLN SNACKS
COMPANY, a Delaware corporation (the "Maker"), and BRYNWOOD PARTNERS III L.P., a
Delaware limited partnership (the "Holder").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, on or about April 1, 1999, the Maker executed a certain
Convertible Subordinated Debenture dated as of April 1, 1999 in the principal
amount of $5,000,000 in favor of the Holder (the "Debenture"); and
WHEREAS, all terms used herein and not otherwise defined shall have the
meaning set forth in the Debenture; and WHEREAS, each of the Maker and the
Holder desire to enter into this Amendment in order to extend the Maturity Date
set forth in the Debenture pursuant to the terms and provisions set forth
herein.
NOW, THEREFORE, in consideration of One Dollar ($1.00), receipt of
which is hereby acknowledged and of the mutual covenants set forth hereunder,
the parties agree as follows:
1. The Maturity Date of the Debenture shall be extended to April 28,
2003.
2. Except as otherwise expressly modified by this Amendment, all of
the terms and provisions of the Debenture shall remain in full force and effect.
3. This Amendment shall be binding upon, and shall inure to the
benefit of, the Maker and the Holder, and their respective successors and
assigns.
4. This Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Amendment by signing any such counterpart.
LINCOLN SNACKS COMPANY
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By: /s/ Xxxxxxxx X. Crabs
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Name: Xxxxxxxx X. Crabs
Title: Chief Financial Officer,
Secretary and Treasurer
BRYNWOOD PARTNERS III L.P.
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By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: General Partner
STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
On this 18th day of April, 2000, personally appeared Xxxxxxxx X.
Crabs, Chief Financial Officer, Secretary and Treasurer of Lincoln Snacks
Company, a Delaware corporation, signer and sealer of the foregoing instrument
and acknowledged the same to be her free act and deed and the free act and deed
of said corporation, before me.
/s/ Xxxxx X. Fondu
-----------------------------------
Notary Public
Commissioner of the Superior Court
My commission expires: 3/31/02
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STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
On this 13th day of April, 2000, personally appeared Xxxxxxx X.
Xxxxxxx, Xx., the general partner of Brynwood Partners III L.P., signer and
sealer of the foregoing instrument and acknowledged the same to be his free act
and deed and the free act and deed of said limited partnership, before me.
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Notary Public
Commissioner of the Superior Court
My commission expires: 8/31/04
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