Exhibit 10.32
EXPENSE AGREEMENT
THIS EXPENSE AGREEMENT is made as of the 1st day of July, 1998, by and
between DARTFORD PARTNERSHIP L.L.C. ("Dartford"), a Delaware limited liability
company, and AURORA FOODS INC., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and Dartford desire to set forth their understanding
with respect to the reimbursement by the Company of certain amounts that may be
incurred, paid or payable by Dartford with respect to corporate headquarters
expenses.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Term. The Company hereby agrees to pay to Dartford during the period
(the "Term") beginning on the date hereof (the "Effective Date") and, subject to
Section 3 hereof, ending on the Termination Date (as defined below), the amounts
set forth herein, as reimbursement for certain expenses incurred or to be
incurred by Dartford in providing corporate headquarters space for the Company
and in operating the Company's corporate headquarters office. "Termination
Date" shall mean the earlier to occur of (i) the second anniversary of the
Effective Date or (ii) the date on which Xxx X. Xxxxxx is no longer employed by
the Company as its Chief Executive Officer. Notwithstanding the foregoing, in
the event Xxx X. Xxxxxx is no longer employed by the Company as its Chief
Executive Officer but the Company requests that Dartford provide, and Dartford
agrees to provide, certain administrative or managerial services to the Company,
the Company and Dartford agree to negotiate the terms under which Dartford will
provide such services, with such terms to be mutually acceptable to the Company
and Dartford.
2. Payments to Dartford. Subject to the terms and conditions hereof,
during the Term the Company shall pay to Dartford the amount of Eight Hundred
Thousand Dollars ($800,000) per annum, payable in advance in quarterly
installments on the first day of each calendar quarter (January 1, April 1,
July 1 and October 1) in the amount of Two Hundred Thousand Dollars ($200,000)
per quarterly installment or pro rata amount for any period shorter than a
calendar quarter, with such installments to be paid by wire transfer in
immediately available funds to such bank account or person as Dartford may
direct the Company from time to time. The amounts payable to Dartford under
this Agreement are fixed and will not be increased or decreased in the event
that the actual expenses incurred by Dartford in operating the Company's
headquarters office are greater than or less than $800,000 per annum, as the
case may be.
3. Early Termination. Prior to the expiration of the Term hereunder, the
Company shall have the right to terminate this Agreement by 30 days prior
written notice to Dartford; provided, that in the event of any such termination
by the Company, the Company shall pay to Dartford an amount (the "Early
Termination Amount") equal to the aggregate amount that would have been paid to
Dartford under Section 2 hereof for the remainder of the Term as if no early
termination by the Company had been made. The Early Termination Amount shall be
payable in full by the Company to Dartford on the effective date of any such
early termination by the Company.
4. Notices. All notices, requests, demands and other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by overnight courier or by hand or if mailed first class, certified
mail, return receipt requested, postage and registry fees prepaid and addressed
as follows:
If to Dartford:
Dartford Partnership L.L.C.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxx X. Xxxxxx
If to the Company:
Aurora Foods Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Addresses may be changed by a notice in writing in accordance with the
provisions of this Section 4.
5. Miscellaneous. This Agreement shall be construed and enforced in
accordance with, and shall be governed by the laws of the State of New York,
without giving effect to the conflict of laws principles thereof. This
Agreement embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings relating to the
subject matter hereof including, without limitation, the Management Services
Agreement dated December 31, 1996 between Aurora Foods Inc. (f/k/a MBW Foods,
Inc.) and Dartford and the Amended and Restated Management Services Agreement
dated July 9, 1996 between Van xx Xxxx'x, Inc. and Dartford, both of which
agreements have been terminated as of the Effective Date. This Agreement may
not be modified or amended, and no term or provision hereof may be waived or
discharged, except in a writing signed by the party against which such
modification, amendment, waiver or
2
discharge is sought to be enforced. This Agreement cannot be assigned
(including without limitation by merger or otherwise by operation of law) by
either party hereto. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. This
Agreement may be executed in several counterparts of original or facsimile
signature, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
DARTFORD PARTNERSHIP L.L.C.
By: /s/ Xxx Xxxxx
------------------------
Name: Xxx Xxxxx
Title: Member
AURORA FOODS INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice Chairman
3
