EXHIBIT 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN PINNACLE FOODS HOLDING CORPORATIONEmployment Agreement • August 20th, 2004 • Sea Coast Foods, Inc.
Exhibit 4.2 SUPPLEMENTAL INDENTURE (this "Supplemental "Indenture") dated as of March 19, 2004 among AURORA FOODS INC., a Delaware corporation ("Aurora"); SEA COAST FOODS, INC., a Washington corporation (the "New Guarantor") and a subsidiary of...Supplemental Indenture • August 20th, 2004 • Sea Coast Foods, Inc. • New York
DATED AS OF MARCH 19, 2004Operating Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER (this "Plan"), dated March 19, 2004 entered into between Aurora Foods Inc., a Delaware corporation (the "Company"), and Pinnacle Foods Holding Corporation, a Delaware corporation ("Pinnacle"). WHEREAS, the laws...Agreement and Plan of Merger • August 20th, 2004 • Sea Coast Foods, Inc.
EXHIBIT 10.5 SUPPLEMENT NO. 2 dated as of March 19, 2004, to the Guarantee and Collateral Agreement (the "Collateral Agreement") dated as of November 25, 2003, among CRUNCH HOLDING CORP., a Delaware corporation ("Holdings"), PINNACLE FOODS HOLDING...Sea Coast Foods, Inc. • August 20th, 2004
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • New York
EXHIBIT 4.4 PINNACLE FOODS HOLDING CORPORATION 8 1/4% Senior Subordinated Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTSea Coast Foods, Inc. • August 20th, 2004 • New York
EXHIBIT 10.9 AMENDED AND RESTATED INDEMNITY AGREEMENT (the "Agreement") dated as of May 4, 2004 among Pinnacle Foods Group Inc. (formerly Aurora Foods, Inc.) (the "Company"), Crunch Equity Voting Trust ("Bondholder Trust") and Crunch Equity Holding...Indemnity Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
WITNESSETH:Assumption Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • New York
EXHIBIT 10.24 TAX SHARING AGREEMENT TAX SHARING AGREEMENT, made as of November 25, 2003, by and among Crunch Holding Corp., a Delaware corporation having its principal place of business at 1221 Avenue of the Americas, 39th Floor, New York, New York...Tax Sharing Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • New York
EXHIBIT 10.28 SWANSON TRADEMARK LICENSE AGREEMENT (NON-U.S.) THIS IS A TRADEMARK LICENSE AGREEMENT, dated as of March 26, 1998 (this AGREEMENT), by and between Campbell Soup Company (LICENSOR) and Vlasic International Brands Inc. (LICENSEE).Trademark License Agreement • August 20th, 2004 • Sea Coast Foods, Inc.
AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
NEW JERSEY FULL SERVICE LEASESea Coast Foods, Inc. • August 20th, 2004 • New Jersey
EXHIBIT 4.3 PINNACLE FOODS HOLDING CORPORATION 8 1/4% SENIOR SUBORDINATED NOTES DUE 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTSea Coast Foods, Inc. • August 20th, 2004 • New York
EXHIBIT 10.3 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • New York
INDENTURESupplemental Indenture • August 20th, 2004 • Sea Coast Foods, Inc. • New York
RECITALS:Indemnification Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
FEE AGREEMENTFee Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • New York
EXHIBIT 10.8 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 25 day of November, 2003, by and among Pinnacle Foods Holding Corporation, a Delaware corporation (the "Company"), Crunch Holding Corp, a Delaware...Management Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER By and Between AURORA FOODS INC.Agreement and Plan of Reorganization and Merger • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
EXHIBIT 10.4 SUPPLEMENT NO. 1 dated as of March 19, 2004, to the Guarantee and Collateral Agreement (the "Collateral Agreement") dated as of November 25, 2003, among CRUNCH HOLDING CORP., a Delaware corporation ("Holdings"), PINNACLE FOODS HOLDING...Sea Coast Foods, Inc. • August 20th, 2004
PAGE ARTICLE I DEFINITIONS..................................................... ....................................... 1 ARTICLE II BOARD OF MANAGERS REPRESEN TATION...................................................................... 11 2.1 BOARD...Members' Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of March 19, 2004, (the "Agreement") among CRUNCH HOLDING CORP., a Delaware corporation (the "Corporation") and the INVESTORS (as herein defined).Registration Rights Agreement • August 20th, 2004 • Sea Coast Foods, Inc. • Delaware
EXHIBIT 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER This AMENDMENT NO. 1 (this "Amendment"), dated as of January 8, 2004, by and between Aurora Foods Inc., a Delaware corporation (the "Company" or "Aurora"), and Crunch...Sea Coast Foods, Inc. • August 20th, 2004 • Delaware
EXHIBIT 10.26 THIS IS A CONFIDENTIAL DOCUMENT This Lease (this "Lease"), dated as of the 10 day of August, 2001 (the "Effective Date"), is made by and between LANDLORD (as hereinafter defined) and TENANT (as hereinafter defined). ARTICLE I:...Confidential Document • August 20th, 2004 • Sea Coast Foods, Inc.
BACKGROUNDTechnology Sharing Agreement • August 20th, 2004 • Sea Coast Foods, Inc.
EXHIBIT 9.1 CRUNCH EQUITY VOTING TRUST VOTING TRUST AGREEMENT This VOTING TRUST AGREEMENT (this "Agreement"), dated as of March 18, 2004, by and among Kenneth Liang, Robert Webster and Soo Kim (in their respective capacities as voting trustees, each a...Voting Trust Agreement • August 20th, 2004 • Sea Coast Foods, Inc.
EXHIBIT 10.27 SWANSON TRADEMARK LICENSE AGREEMENT (U.S.) THIS IS A TRADEMARK LICENSE AGREEMENT, dated as of March 24, 1998 (this AGREEMENT), by and between CSC Brands, Inc. (LICENSOR) and Vlasic International Brands Inc. (LICENSEE).Swanson Trademark License Agreement • August 20th, 2004 • Sea Coast Foods, Inc.
