0001193125-05-222985 Sample Contracts

SIXTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • November 10th, 2005 • Eagle Family Foods Inc • Miscellaneous food preparations & kindred products • New York

THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of November 9, 2005 by and among EAGLE FAMILY FOODS HOLDINGS, INC., a Delaware corporation (the “Parent”), EAGLE FAMILY FOODS, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), FORTRESS CREDIT OPPORTUNITIES I LP, a Delaware limited partnership (“Fortress”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION formerly known as Congress Financial Corporation (Central) (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

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