0001104659-02-004842 Sample Contracts

BY EMAIL (RWRIGHT@MULTIFOODS.COM) AND BY U.S. REGULAR MAIL Robert S. Wright Parker, CO 80134 Subject: Amendment to Letter Agreement, dated August 2, 2002, between
Letter Agreement • October 9th, 2002 • International Multifoods Corp • Wholesale-groceries & related products

Per our telephone conversations on Friday, August 2, 2002 and Monday, August 5, 2002, effective upon the date of your countersignature to this letter, the Letter Agreement shall be amended, as follows:

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August 2, 2002
Release and Confidentiality Agreement • October 9th, 2002 • International Multifoods Corp • Wholesale-groceries & related products
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • October 9th, 2002 • International Multifoods Corp • Wholesale-groceries & related products • New York

FIRST AMENDMENT AND CONSENT, dated as of August 20, 2002 (this “Amendment”), to and under the Credit Agreement, dated as of September 28, 2001 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among International Multifoods Corporation (the “U.S. Borrower”), Robin Hood Multifoods Inc. (the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”), the several lenders from time to time parties thereto (the “Lenders”), Rabobank International, as documentation agent, U.S. Bank National Association and UBS Warburg LLC, as syndication agents, and Canadian Imperial Bank of Commerce (“CIBC”), as U.S. administrative agent and Canadian administrative agent (the “Administrative Agents”).

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