FIRST AMENDMENT AND CONSENT
FIRST AMENDMENT AND CONSENT (this "First Amendment"), dated as
of September 17, 2003 to the CREDIT AGREEMENT, dated as of August 19, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Birds Eye Foods, Inc. (f/k/a Agrilink Foods, Inc.) (the
"Borrower"), Birds Eye Holdings, Inc. (f/k/a Agrilink Holdings, Inc.)
("Holdings"), the lenders and other agents from time to time party thereto and
JPMORGAN CHASE BANK, as Administrative Agent.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, and the Administrative
Agent are parties to the Credit Agreement, pursuant to which the Lenders have
made extensions of credit to, or for the benefit of, the Borrower;
WHEREAS, the Borrower has requested certain amendments to the
Credit Agreement; and
WHEREAS, the Lenders are willing to agree to such amendments
on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Borrower, the Lenders and the Administrative Agent hereby agree as follows:
SECTION 1. DEFINITIONS
Capitalized terms used herein and not otherwise defined shall
have their respective meanings as set forth in the Credit Agreement.
SECTION 2. AMENDMENTS AND CONSENT
2.1 Consent to Redemption/Purchase of 11-7/8% Senior
Subordinated Notes. (a) Notwithstanding anything to the contrary contained in
the Loan Documents, the Lenders consent to the redemption (in one or more
transactions) by the Borrower of up to $150,000,000 principal amount of the
11-7/8% Senior Subordinated Notes due 2008 issued pursuant to the 11-7/8% Senior
Subordinated Indenture (plus accrued interest and premium) as long as (i) such
redemption occurs on or after November 1, 2003, and (ii) no Default or Event of
Default shall have occurred or be in effect immediately before or immediately
after giving effect to such redemption (such redemption, the "2003 11-7/8%
Senior Subordinated Notes Redemption").
(b) The Lenders hereby agree that any outstanding balance of
the 11-7/8% Senior Subordinated Notes remaining after giving effect to the
redemptions permitted in the preceding paragraph (a) (together with related
interest and premium) may be redeemed, paid or purchased by the Borrower if (i)
the Borrower shall have delivered to the Administrative Agent a Pro Forma
Compliance Certificate demonstrating that, upon giving effect on a Pro Forma
Basis to such redemption, payment or purchase, the Senior Leverage Ratio would
be 2.75 to 1.00 or less and the Borrower would be in compliance on a Pro Forma
Basis with the other financial
2
covenants in Section 7.10 of the Credit Agreement, and (ii) no Default or Event
of Default shall have occurred or be in effect immediately before or immediately
after giving effect to such redemption, payment or purchase.
2.2 Amendment to Section 1. (a) Section 1.1 of the Credit
Agreement is hereby amended by adding at the end of the definition of "Interest
Coverage Ratio" the phrase "; provided, however that the calculation of the
Interest Coverage Ratio shall not include any fees, expenses and premium paid in
connection with the First Amendment and the redemption/purchase of the 11-7/8%
Senior Subordinated Notes permitted by Section 2.1 of the First Amendment."
(b) Section 1.1 of the Credit Agreement is hereby amended to
provide for certain changes to the definition of "Consolidated EBITDA" by (i)
deleting the word "and" where it appears immediately before clause (W) in clause
(ii) thereof and (ii) deleting the word "minus" where it appears immediately
before clause (iii) thereof and (iii) adding the following new clause
immediately after such clause (W):
"(X) fees, expenses and premium paid in connection with the
First Amendment and the redemption/purchase of the 11-7/8%
Senior Subordinated Notes permitted by Section 2.1 of the
First Amendment minus"
(c) Section 1.1 of the Credit Agreement is hereby amended by
adding the following definition in proper alphabetical order:
""FIRST AMENDMENT" means the First Amendment dated as of
September 17, 2003 to the Credit Agreement."
2.3 Amendment to Section 3.3(b). Clause (A) of Section
3.3(b)(ii) of the Credit Agreement is hereby amended to read in its entirety as
follows:
"(A) 50% (if the Consolidated Leverage Ratio as of the end of
such fiscal year is equal to or greater than 3.00 to 1.00) or
25% (if the Consolidated Leverage Ratio as of the end of such
fiscal year is less than 3.00 to 1.00 but equal to or greater
than 2.75 to 1.00) of Excess Cash Flow for such fiscal year
minus"
2.4 Amendment to Section 7.13. Section 7.13 is hereby deleted
in its entirety.
2.5 Amendment to Section 8.1. Section 8.1 of the Credit
Agreement is hereby amended by adding after the amount "$275,000,000" where it
appears in paragraphs (f) and (o) the phrase "plus interest paid in kind,
capitalized or accrued (less the aggregate principal amount of 11-7/8% Senior
Subordinated Notes redeemed, paid or purchased pursuant to a transaction
permitted by Section 2.1 of the First Amendment)".
3
2.6 Amendment to Section 8.13. Section 8.13 of the Credit
Agreement is hereby amended by deleting the amount "$25,000,000" and
substituting therefor the amount "$50,000,000".
SECTION 3. MISCELLANEOUS
3.1 Effective Date. This First Amendment shall become
effective upon
(a) the receipt by the Administrative Agent of counterparts
hereof duly executed and delivered by the Borrower and the Required Lenders
under the Credit Agreement, and
(b) the receipt by the Administrative Agent of an amendment
fee, for the account of each Lender which has delivered an executed counterpart
to this First Amendment to the Administrative Agent or its counsel no later than
5:00 p.m., New York City time, on September 26, 2003, in an amount equal to
..125% of the sum of the Revolving Commitment and aggregate outstanding Tranche B
Term Loans held by such Lender, such fee payable only if the condition described
in clause (a) is satisfied.
3.2 Representations and Warranties. Each of the Borrower and
Holdings represents and warrants to each Lender that as of the date hereof and
after giving effect hereto: (a) this First Amendment constitutes the legal,
valid and binding obligation of the Borrower and Holdings, enforceable against
them in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or
similar laws affecting creditors' rights generally, by general equitable
principles (whether enforcement is sought by proceedings in equity or at law)
and by an implied covenant of good faith and fair dealing; (b) the
representations and warranties made by the Borrower and Holdings in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such
representations shall have been true and correct in all material respects on and
as of such earlier date); and (c) no Default or Event of Default shall have
occurred and be continuing as of such date.
3.3 Limited Effect. Except as expressly waived or amended
hereby, the Credit Agreement shall continue to be and shall remain in full force
and effect in accordance with its terms, and this First Amendment shall not
constitute the Lenders' consent or indicate their willingness to consent to any
other amendment, modification or waiver of the Credit Agreement.
3.4 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
3.5 Counterparts. This First Amendment may be executed by the
parties hereto in any number of separate counterparts (including by telecopy)
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
4
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
BIRDS EYE FOODS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxx
Title: EVP, CFO & Sec
BIRDS EYE HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Sec and Treas.
JPMORGAN CHASE BANK, as Administrative
Agent and as a Lender
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
AMARA-I FINANCE, LTD..
By: INVESCO Senior Secured Management, Inc.
As Financial Manager
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
XXXXXXX XXX 0000-0 LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx X. X. Xxxxx
------------------------------------------
Name: Xxxxxx X. X. Xxxxx
Title: Authorized Signatory
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxx X Xxxxx
------------------------------------------
Name: XXXXXXX XXXXX
Title: VICE PRESIDENT
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
XXX XXXXXX
SENIOR LOAN FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxx X Xxxxx
------------------------------------------
Name: XXXXXXX XXXXX
Title: VICE PRESIDENT
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp
As Collateral Manager
By: /s/ Xxxxxxx X Xxxxx
------------------------------------------
Name: XXXXXXX XXXXX
Title: VICE PRESIDENT
CoBank, ACB
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an affiliate
By: /s/ Xxxx X Xxxxxxx
------------------------------------------
Name: XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an affiliate
By: /s/ Xxxx X Xxxxxxx
------------------------------------------
Name: XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an
affiliate
By: /s/ Xxxx X Xxxxxxx
------------------------------------------
Name: XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
----------------------------------------------
HSBC Bank USA
By: /s/ Xxxx X Xxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX PRIME INCOME TRUST
----------------------------------------------
[Name of Lender]
By: /s/ Xxxxxx X Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
XX Xxxxxx Chase Bank
----------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxxx X Xxxxx
------------------------------------------
Name: XXXXXXXX X. XXXXX
Title: Vice President
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
VENTURE II CDO 2002, LIMITED
By its investment
advisor, Barclays Bank PLC,
New York Branch
[Name of Lender]
By: /s/ X. X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
WINGED FOOT FUNDING TRUST
By: /s/ Xxxxx X Xxxxx
------------------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
JUPITER LOAN FUNDING LLC
By: /s/ Xxxxx X Xxxxx
------------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
Natexis Banques Populaires
----------------------------------------------
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
XXXXXXX XXXXXXXX
ASSOCIATE
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
LCMI LIMITED PARTNERSHIP, AS LENDER
----------------------------------------------
[Name of Lender]
BY: LYON CAPITAL MANAGEMENT LLC,
AS COLLATERAL MANAGER
By: /s/ X. Xxxxxxxx
------------------------------------------
Name: LYON CAPITAL MANAGEMENT LLC
Farboud Tavangar
Title: Senior Portfolio Manager
LANDMARK CDO
/s/ Th. Eggenschwiler
By: Aladdin Asset Management
Name: Xxxxxx Xxxxxxxxxxxxx
Title: Director Research
LANDMARK II CDO
/s/ Th. Eggenschwiler
By: Aladdin Asset Management
Name: Xxxxxx Xxxxxxxxxxxxx
Title: Director Research
M&T BANK
----------------------------------------------
[Name of Lender]
By: /s/ Xxxxx Xxxxxx
------------------------------------------
Name: Xxxxx Xxxxxx
Title: Asst. Vice President
AERIES FINANCE-II LTD.
By: Patriarch Partners X, LLC
Its Managing Agent
By: /s/ Xxxx Xxxxxx
------------------------------------------
Name: Xxxx Xxxxxx
Title: Manager
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
XX Xxxxxx Chase Bank, as trustee of the
Antares Funding Trust created under the
Trust Agreement dated as of November 30, 1999.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Officer
Franklin Floating Rate Trust
------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Franklin Floating Rate Master Series
------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Franklin CLO II, Limited
------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
Franklin CLO III, Limited
------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxx X'Xxxxxxx
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Asset Management
As its Investment Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
STANWICH LOAN FUNDING LLC
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Name: XXX X. XXXXXX
Title: ASST VICE PRESIDENT
KZH CRESCENT-3 LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
Bank of America N.A.
------------------------------------------
[Name of Lender]
By: /s/ W. Xxxxxx Xxxxxxx
------------------------------------------
Name: W. Xxxxxx Xxxxxxx
Title: Managing Director
Flagship CLO 2001 -1
By: Flagship Capital Management, Inc.
By: /s/ Xxxx X Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
Flagship CLO II
By: Flagship Capital Management, Inc
By: /s/ Xxxx X Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
Long Lane Master Trust IV
By Fleet National Bank as Trust Administrator
----------------------------------------------
[Name of Lender]
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
Cooksmill
----------------------------------------------
[Name of Lender]
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: XXXXX XXXXXXX
Title: AUTHORISED SIGNATORY
Black Diamond International Funding, Ltd.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------
Title: Director
------------------------------------------
Hanover Square CLO Ltd.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
----------------------------------------------
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxx Xxxxxx
------------------------------------------
Name: XXXX XXXXXX
Title: VICE PRESIDENT
Xxxxxx Trust and Savings Bank
----------------------------------------------
By: /s/ Xxxxxxx X Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Seaboard CLO 2000 Ltd.
By ORIX Capital Markets, LLC
Its Collateral Manager
----------------------------------------------
[Name of Lender]
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Managing Director
Xxxxxx III Leveraged Loan CDO 2002
By: Prudential Investment Management. Inc.,
as Collateral Manager.
----------------------------------------------
[Name of Lender]
By: /s/ Xxxx Xxxx
------------------------------------------
Name:
Title:
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
Xxxxxx Leveraged Loan CDO 2002 - II
By: Prudential Investment Management, Inc.,
as Collateral Manager.
----------------------------------------------
[Name of Lender]
By: /s/ Xxxx Xxxx
------------------------------------------
Name:
Title:
ING SENIOR INCOME FUND
By: Aeltus Investment Management, Inc.
as its investment manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
ING PRIME RATE TRUST
By: Aeltus Investment Management, Inc.
as its investment manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
PILGRIM CLO 1999-1 LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
Prometheus Investment Funding No. 1 LTD.
By HVB Credit Advisors LLC
By: /s/ Xxxxxxx X Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Associate Director
By: /s/ Xxxxxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Chief Investment Officer
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
Prometheus Investment Funding No. 2 LTD.
By HVB Credit Advisors LLC
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Associate Director
By: /s/ Xxxxxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Chief Investment Officer
New York Life Insurance And
Annuity Corporation
----------------------------------------------
[Name of Lender]
By: New York Life Investment Management LLC,
its Investment Manager
By: /s/ X. X. Xxxx
------------------------------------------
Name: X. X. Xxxx
Title: Director
NYLIM FLATIRON CLO 2003-1 LTD.
By: New York Life Investment Management LLC,
as Collateral Manager and Attorney-in-Fact
By: /s/ X. X. Xxxx
Name: X. X. Xxxx
Title: Director
ELF FUNDING TRUST III
By: New York Life Investment Management LLC,
as Attorney-in-Fact
By: /s/ X. X. Xxxx
Name: X. X. Xxxx
Title: Director
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
MAPLEWOOD (CAYMAN) LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Investment Manager
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
XXXX & XXXXXXX XXXXX FOUNDATION
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Adviser
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc. as
Investment Adviser
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
XXXXXX CDO LTD
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Adviser
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
ELC (CAYMAN) LTD. 1999-II
APEX (IDM) CDO I, LTD.
ELC (CAYMAN) LTD. 2000-I
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc.
as Collateral Manager
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SUFFIELD CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc.
as Collateral Manager
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIMSBURY CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
PERSEUS CDO I, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Portfolio Manager
By: /s/ M A Xxxxxxx
------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
BIRDS-EYE FOODS, INC.
FIRST AMENDMENT AND CONSENT
DATED AS OF SEPTEMBER 17, 2003
C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its
Portfolio Manager
By: /s/ G. Xxxxxx Xxxxx
------------------------------------------
Name: G. XXXXXX XXXXX
Title: SENIOR VICE PRESIDENT
STANDARD FEDERAL BANK/ABN-AMRO
----------------------------------------------
[Name of Lender]
By: /s/ DJO Mwamba
------------------------------------------
Name: DJO MWAMBA
Title: VICE-PRESIDENT
Antares Capital Corporation
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: Xxxxx Xxxxx
Title: Director
Mariner CDO 2002, Ltd.
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
