Exhibit 10.34
WAIVER
Waiver, dated as of December 21, 2001 (this "Waiver"), to the Fifth
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Amended and Restated Credit Agreement, dated as of November 1, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
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among Aurora Foods Inc. (the "Company"), the financial institutions parties
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thereto (the "Lenders"), and the Agents.
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Company;
WHEREAS, the Company has requested, and, upon this Waiver becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be modified as set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
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used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Waivers to the Credit Agreement. (a) Any breach by the
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Company of the financial condition covenant set forth in subsection 7.6B of the
Credit Agreement with respect to the test period ending December 31, 2001, and
any Event of Default or Potential Event of Default resulting from any such
breach is hereby waived until February 28, 2002, provided that the ratio of (i)
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the excess of (A) Consolidated Total Debt as of the last day of the Fiscal
Quarter ending December 31, 2001 minus (B) cash on hand of Company to the extent
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the amount of such cash exceeds $3,500,000 as of such date, to (ii) Consolidated
EBITDA for the four-Fiscal Quarter period ending on such date does not exceed
6.50:1.00.
(b) Any breach by the Company of the financial condition covenant set
forth in subsection 7.6F of the Credit Agreement with respect to the test period
ending December 31, 2001, and any Event of Default or Potential Event of Default
resulting from any such breach is hereby waived until February 28, 2002;
provided that the ratio of (i) Consolidated Total Senior Debt as of the last day
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of the Fiscal Quarter ending December 31, 2001, to (ii) Consolidated EBITDA for
the four-Fiscal Quarter period ending on such date does not exceed 4.00:1.00.
SECTION 3. Conditions to Effectiveness. This Waiver shall be effective
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upon receipt by the Administrative Agent of this Waiver, executed and delivered
by a duly authorized officer of each of the Company, the Guarantor and the
Requisite Lenders (the "Effective Date").
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SECTION 4. Representations and Warranties. To induce the Lenders
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parties hereto to enter into this Waiver, the Company hereby represents and
warrants to the
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Administrative Agent and all of the Lenders that (i) the representations and
warranties made by the Company in the Loan Documents are true and correct in all
material respects on and as of the date hereof, after giving effect to the
effectiveness of this Waiver, as if made on and as of the date hereof and (ii)
after giving effect to this Waiver, no Event of Default or Potential Event of
Default shall have occurred and be continuing.
SECTION 5. Effect on the Loan Documents. (a) Except as specifically
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waived above, the Credit Agreement and all other Loan Documents shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.
(b) The execution, delivery and effectiveness of this Waiver, except
as expressly provided herein, shall not operate as a waiver of any right, power
or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 6. Fee. The Company shall pay to each Lender which executes
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and delivers this Waiver prior to 12:00 noon, New York City time, December 21,
2001, a fee equal to 0.05% of the sum of such Lender's (a) Revolving Credit
Commitment, (b) outstanding Tranche A Term Loans and (c) outstanding Tranche B
Term Loans, such fee to be earned as of the Effective Date and payable on the
Effective Date.
SECTION 7. Costs, Expenses and Taxes. The Company agrees to pay on
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demand all actual and reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Waiver and the
other instruments and documents to be delivered thereunder and hereunder,
including, without limitation, the reasonable and documented fees and
out-of-pocket expenses of counsel for the Administrative Agent (including
allocated costs of internal counsel) with respect thereto and with respect to
advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder. The Company further agrees to pay on demand all costs
and expenses of the Administrative Agent and each of the Lenders, if any
(including, without limitation, counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Waiver and the other instruments and documents to be delivered
hereunder, including, without limitation, reasonable counsel fees and expenses
(including allocated costs of internal counsel) in connection with the
enforcement of rights under this Section 7.
SECTION 8. Affirmation of Subsidiary Guaranty, Pledge Agreement and
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Credit Agreement. The Guarantor hereby consents to the modification of the
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Credit Agreement contemplated hereby and each of the Company and the Guarantor
hereby acknowledge and agree that the guarantees contained in the Subsidiary
Guaranty, the pledge of stock contained in the Pledge Agreement and the
obligations contained in the Credit Agreement as modified hereby are, and shall
remain, in full force and effect.
SECTION 9. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS
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OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. Execution in Counterparts. This Waiver may be executed by
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one or more of the parties hereto on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. Any executed counterpart delivered by facsimile
transmission shall be effective as for all purposes hereof. A set of the copies
of this Waiver signed by all the parties shall be lodged with the Company and
the Administrative Agent.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
AURORA FOODS INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: EVP & CFO
SEA COAST FOODS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: CFO & Secretary
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
AG CAPITAL FUNDING PARTNERS, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., as Investment
Advisor
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Managing Director
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
APEX (IDM) CDO I, LTD.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
ARCHIMEDES FUNDING, LLC.
By: ING Capital Advisors LLC, as Collateral
Manager
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President & Portfolio Manager
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC, as Collateral
Manager
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President & Portfolio Manager
ARES LEVERAGED INVESTMENT FUND II, L.P.
By: ARES Management II, L.P. its General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ARES III CLO LTD.
By: ARES CLO Management, LLC its Investment
Partner
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
ARES IV CLO LTD.
By: ARES CLO Management IV, L.P. its
Investment Partner
By: ARES CLO XX XX, LLC its Managing Manager
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
BALANCED HIGH-YIELD FUND I, LTD.
By: ING Capital Advisors LLC, as Asset Manager
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President & Portfolio Manager
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC, as Asset Manager
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President & Portfolio Manager
BANCO ESPIRITO SANTO, S.A., NASSAU
BRANCH
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA, NA
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: AVP
BAYERISCHE HYPO-UND VEREINSBANK AG
NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx X. Soo
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Name: Xxxxx X. Soo
Title: Associate Director
BNP PARIBAS
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Director
CENTURION CDO II, LTD.
By: American Express Asset Management Group Inc.
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
CENTURION CDO III, LTD.
By: American Express Asset Management Group Inc.
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
CLYDESDALE CLO 2001-1, LTD.
By: Nomura Corporate Research and Asset Management
Inc. as Collateral Manager
By: /s/ Xxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
COBANK, ACB
By: /s/ S. Xxxxxxx Xxxx
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Name: S. Xxxxxxx Xxxx
Title: Vice President
CONTINENTAL CASUALTY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
By: /s/ P. Xxxxxxx Xxxx
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Name: P. Xxxxxxx Xxxx
Title: Principal
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
ELC (CAYMAN) LTD. 1999-III
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
ELC (CAYMAN) LTD. 2000-1
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
EQ ADVISORS TRUST
By: Alliance Capital Management L.P., as Advisor
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Portfolio Manager
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
FRANKLIN CLO I, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. Xxxxxx XxXxxxxxx
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Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Xxxxxxx X. English
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Name: Xxxxxxx X. English
Title: Associate Director
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxx Xxx
--------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Authorized Agent
KZH SHOSHONE LLC
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Authorized Agent
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Deputy General Manager
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments LLC as its
Investment Manager
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxx
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments LLC as its Investment
Manager
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments LLC as its Investment
Manager
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
MONUMENT CAPITAL LTD., as Assignee
By: Alliance Capital Management L.P., as Investment
Manager
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX PRIME RATE INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Associate
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P., as Sub-advisor
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
NOMURA BOND & LOAN
By: The Tokyo Trust & Banking Co., Ltd.
as Trustee
By: Nomura Corporate Research and Asset
Management Inc., Attorney in Fact
By: /s/ Xxxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
NORTHWOODS CAPITAL, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
NORTHWOODS CAPITAL III, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
XXXXXXXXXXX SENIOR FLOATING RATE FUND
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: A.V.P.
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Asset Management as its
Investment Advisor
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments LLC as its
Investment Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
PILGRIM SENIOR INCOME FUND
By: ING Pilgrim Investment LLC as its
Investment Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS INC.
LTD.
By: ING Pilgrim Investments LLC as its
Investment Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Pilgrim Investments LLC as its
Investment Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
PINEHURST TRADING, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
PPM SPYGLASS FUNDING TRUST
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD
By: CPF Asset Advisory, LLC as Investment
Manager
By: /s/ Xxxxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title:
XXXXXX DIVERSIFIED INCOME TRUST
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX FUNDS TRUST - XXXXXX HIGH YIELD
TRUST II
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX HIGH YIELD ADVANTAGE FUND
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX HIGH YIELD TRUST
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SEQUILS PILGRIM-1 LTD.
By: ING Pilgrim Investments LLC as its
Investment Manager
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
SEQUILS-CENTURION V, LTD
By: American Express Asset Management Group
Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
SIMSBURY CLO LIMITED
By: MassMutual Life Insurance Co. as
Collateral Manager
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and Associate
General Counsel
SUNTRUST BANK
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx Tiffen
-------------------------------------
Name: Xxxxxx Tiffen
Title: Managing Director
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx Tiffen
-------------------------------------
Name: Xxxxxx Tiffen
Title: Managing Director
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management Inc., as
Collateral Manager
By: /s/ Xxxxxx Tiffen
-------------------------------------
Name: Xxxxxx Tiffen
Title: Managing Director
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Management Inc., as
Collateral Manager
By: /s/ Xxxxxx Tiffen
-------------------------------------
Name: Xxxxxx Tiffen
Title: Managing Director
XXXXX FARGO BANK, N.A.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
-------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Director Recovery
Management
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director Banking Products
Services, US
