EXHIBIT 99.3
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT is dated as of
November 20, 2002 among ATLANTIC PREMIUM BRANDS, LTD., CARLTON FOODS CORP.,
PREFCO CORP., XXXXXXXX CAJUN FOODS CORP. and POTTER'S SAUSAGE CO. (each
individually, a "Debtor", collectively, the "Debtors"), and BOCP ABR MEZZ,
LLC, a Delaware limited liability company formerly known as Sterling BOCP,
LLC ("Secured Party").
W I T N E S S E T H:
WHEREAS, Debtors and Secured Party have entered into that certain Amended
and Substituted Senior Subordinated Note of even date herewith in the principal
amount of $709,048.89 (as the same may be amended, restated, modified or
supplemented and in effect from time to time, the "Note Agreement"), which,
without constituting a novation, amends and restates that certain Senior
Subordinated Note in the original principal amount of $650,000.00 made by
Debtors to Secured Party due March 31, 2005 ("Original Note"), pursuant to which
Secured Party has agreed to make certain loans and other financial
accommodations to Debtors; and
WHEREAS, in connection with the Original Note, Secured Party became a
party to that certain Security Agreement dated as of March 20, 1998 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the
"Original Security Agreement") among Debtors and the other Persons party
thereto; and
WHEREAS, one of the conditions to Secured Party's obligations under the
Note Agreement is that Debtors execute and deliver this Agreement, pursuant to
which the Original Security Agreement shall be amended and restated in its
entirety.
NOW, THEREFORE, in consideration of the foregoing, and in order to induce
Secured Party to make the loans and other financial accommodations available to
the Debtors under the Note Agreement, the Debtors hereby agree with Secured
Party that the Original Security Agreement be, and hereby is, amended and
restated in its entirety as follows:
SECTION 1. Definitions
1.1 The following terms, as used herein, have the meanings set forth
below:
"Agreement" means this Amended and Restated Security Agreement, as
the same may be amended, restated, modified or supplemented and in effect from
time to time in accordance with the terms hereof.
"Collateral" has the meaning assigned to that term in Section 2.
"Copyrights" means any copyrights, copyright registrations and
copyright applications, and all renewals, extensions and continuations of any of
the foregoing.
"Federal Registration Collateral" means Collateral with respect to
which Liens may be registered, recorded or filed under, or notice thereof given
under, any federal statute or regulation.
"Intellectual Property" means, collectively, all Copyrights,
Patents and Trademarks.
"Obligations" means all obligations of the Debtors under the Note
Agreement.
"Patents" means any patents, patent registrations and patent
applications and all renewals, extensions and continuations of any of the
foregoing.
"Security Interests" means the security interests granted or
provided for pursuant to Section 2 hereof, as well as all other security
interests created, assigned or provided as additional security for the
Obligations pursuant to the provisions of this Agreement.
"Senior Loan Documents" means that certain Credit Agreement of even
date herewith among the Debtors and Senior Lender and all other documents,
instruments and agreements contemplated therein or thereby and executed
concurrently therewith or at any time and from time to time thereafter, together
with all obligations and Indebtedness of Makers to each other Person that
provides a credit facility to Makers in order to refinance or replace the Senior
Loan Documents (each such other person shall be deemed to be "Senior Lender"
hereunder and each agreement evidencing such obligations and Indebtedness shall
be deemed to be "Senior Loan Documents" hereunder), as any or all of the same
may be amended, supplemented, restated or otherwise modified from time to time.
"Subordination Agreement" means that certain Subordination Agreement
of even date herewith between Senior Lender and Secured Party, together with any
subordination agreement between Secured Party and any Person that provides a
credit facility to Makers in order to refinance or replace the Senior Loan
Documents (each such other subordination agreement shall be deemed a
"Subordination Agreement" hereunder).
"Trademarks" means any trademarks, trademark registrations, and
trademark applications, all renewals, extensions and continuations of any of the
foregoing and all goodwill attributable to any of the foregoing.
"UCC' means the Uniform Commercial Code as in effect from time to
time in the State of Illinois.
1.2 Other Definition Provisions. References to "Sections" shall be
to Sections of this Agreement unless otherwise specifically provided. For
purposes hereof, "including" is not limiting and "or" is not exclusive. Except
as provided by the immediately following sentence, capitalized terms used herein
and not otherwise defined herein shall have the respective meanings provided for
in the Note Agreement. All terms defined in the UCC and not otherwise defined
herein shall have the respective meanings provided for by the UCC. Any of the
terms defined in Section 1.1 may, unless the context otherwise requires, be used
in the singular or the plural depending on the reference. All references to
statutes and related regulations shall include any amendments of same and any
successor statutes and regulations.
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SECTION 2. Grant of Security Interests.
To secure the payment and performance of the Obligations, each
Debtor hereby grants to Secured Party a lien on, security interest in and right
of set-off against any and all right, title and interest in and to any and all
property and interests in property of such Debtor, whether now owned or existing
or hereafter created, acquired or arising, including all of the following
properties and interests in properties, whether now owned or hereafter created,
acquired or arising (all being collectively referred to herein as the
"Collateral"):
(a) Accounts;
(b) Chattel Paper;
(c) Commercial Tort Claims, including without limitation those
Commercial Tort Claims in which such Debtor has any interest specified on
Schedule 1;
(d) Deposit Accounts, all cash, and other property deposited therein
or otherwise credited thereto from time to time and other monies and property in
the possession or under the control of Secured Party or any affiliate,
representative, agent or correspondent of Secured Party;
(e) Documents;
(f) Farm Products;
(g) General Intangibles, including without limitation any and all
Intellectual Property;
(h) Goods, including without limitation any and all Inventory, any
and all Equipment and any and all Fixtures;
(i) Instruments;
(j) Investment Property;
(k) Letter-of-Credit Rights;
(l) Supporting Obligations;
(m) Any and all other personal property and interests in property
whether or not subject to the UCC;
(n) Any and all books and records, in whatever form or medium, that
at any time evidence or contain information relating to any of the foregoing
properties or interests in properties or are otherwise necessary or helpful in
the collection thereof or realization thereon;
(o) All Accessions and additions to, and substitutions and
replacements of, any and all of the foregoing; and
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(p) All Proceeds and products of the foregoing, and all insurance
pertaining to the foregoing and proceeds thereof;
provided that, notwithstanding the foregoing, the "Collateral" shall not
include Savings Account No. 9439225350 of Atlantic Premium Brands, Ltd. at
Fleet National Bank, with a pledged balance of $550,000.
SECTION 3. Representations and Warranties.
Each Debtor represents and warrants to Secured Party as of the Date
of Note as follows:
3.1 Binding Obligation; Perfection. This Agreement constitutes a
valid and binding obligation of each Debtor enforceable against them in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, or similar laws relating to the enforcement of creditors' rights
generally and by general equitable principles. Secured Party has a valid
security interest in the Collateral, securing the payment of the Obligations.
Secured Party has a perfected security interest in the Collateral to the extent
that the filing of a financing statement can be effective to perfect a security
interest in the Collateral under the uniform commercial code in effect as of the
date hereof in the state of Delaware and such Security Interests are entitled to
all of the rights, priorities and benefits afforded by the UCC or other
applicable law as enacted in any relevant jurisdiction which relates to
perfected security interests.
3.2 Organizational Information. Schedule 1 sets forth (i) the full,
correct and current name of each Debtor as its appears in such Debtor's articles
of incorporation, (ii) any names of each Debtor other than such Debtor's current
name, as set forth on such Debtor's articles of incorporation during the five
(5) year period preceding the Date of Note, (iii) each Debtor's type of
organization, (iv) each Debtor's jurisdiction of organization and (v) each
Debtor's organizational identification number (except where such Debtor's
jurisdiction of organization does not assign organizational numbers).
3.3 Collateral Locations. Schedule 1 sets forth all addresses at
which any Collateral is located, indicating for each whether such location is
owned or leased by the applicable Debtor, or owned or operated by a third-party
such as a warehouseman, consignee or processor. Schedule 1 indicates which of
the foregoing addresses serves as the applicable Debtor's chief executive
office. Schedule 1 sets forth the address of all real properties maintained by
each Debtor, leased or owned, on which any Fixtures are located, together with
the name and address of the record owner of each such property.
3.4 Existing Liens. Except for Liens in favor of Senior Lender and
other Liens permitted under the Senior Loan Documents, each Debtor owns the
Collateral, and will own all after-acquired Collateral, free and clear of any
Lien. No effective financing statement or other form of lien notice covering all
or any part of the Collateral is on file in any recording office, except for
those (i) in favor of Secured Party, (ii) disclosed on Schedule 1 or (iii) in
favor of the Senior Lender and other liens permitted hereunder and under the
Senior Loan Documents.
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3.5 Governmental Authorizations; Consents; Federal Registration
Collateral. Subject to the rights of the Senior Lender and the obligations of
the Debtors under the Senior Loan Documents and the Subordination Agreement, no
authorization, approval or other action by, and no notice to or filing with, any
domestic or foreign governmental authority or regulatory body or consent of any
other Person is required for (i) the grant by each Debtor of the applicable
Security Interests granted hereby or for the execution, delivery or performance
of this Agreement by such Debtor; or (ii) the exercise by Secured Party of its
rights and remedies hereunder (except as may have been accomplished by or at the
direction of a Debtor or Secured Party). Except for the filing of UCC financing
statements with the Secretary of State of the applicable Debtor's jurisdiction
of organization, no authorization, approval or other action by, and no notice to
or filing with, any domestic or foreign governmental authority or regulatory
body or consent of any other Person is required for the perfection of the
Security Interests granted hereby in the Collateral in which the filing of a
financing statement can be effective to perfect a security interest therein.
SECTION 4. Covenants and Further Assurances.
4.1 Name or Entity Changes. Within thirty (30) days of any Debtor
changing its name, type of organization or jurisdiction of organization, such
Debtor shall give notice of such name change to Secured Party.
4.2 Commercial Tort Claims. Each Debtor shall promptly advise
Secured Party upon such Debtor becoming aware that it has any interest in
Commercial Tort Claims. With respect to any Commercial Tort Claim in which such
Debtor has any interest and subject to the rights of the Senior Lender and the
obligations of such Debtor under the Senior Loan Documents and the Subordination
Agreement, such Debtor shall execute and deliver such documents as Secured Party
may reasonably request, to create, perfect and protect Secured Party's security
interest in such Commercial Tort Claim.
4.3 Collateral Generally.
(a) Each Debtor hereby authorizes Secured Party to file one or more
financing or continuation statements, and amendments thereto (or similar
documents required by any laws of any applicable jurisdiction), relating to all
or any part of the Collateral without the signature of such Debtor (to the
extent such signature is required under the laws of any applicable
jurisdiction), which financing statements may describe the Collateral as "all
assets" or "all personal property" or words of like import.
(b) Each Debtor will furnish to Secured Party, as Secured Party may
reasonably request from time to time, statements and schedules further
identifying, updating, and describing the Collateral and such other information,
reports and evidence concerning the Collateral as Secured Party may reasonably
request, all in reasonable detail, provided no Debtor shall be required to
furnish such statements or schedules to Secured Party more than once per
calendar quarter.
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(c) No Debtor shall use or permit any Collateral to be used
unlawfully or in violation of any provision of applicable law, or any policy of
insurance covering any of the Collateral.
(d) Subject to the next sentence, each Debtor shall keep the
Collateral (other than Collateral in the possession of Secured Party, cash on
deposit in Deposit Accounts and investments in Securities Accounts) at the
locations maintained by such Debtor and set forth on Schedule 1. Each Debtor
shall give Secured Party not less than ten (10) days prior written notice of any
change in such Debtor's chief executive office and principal place of business
or of any new location of business or any new location for any of the
Collateral. With respect to any new location, each Debtor shall execute and
deliver such instruments, documents and notices and take such actions as Secured
Party may reasonably request, to create, perfect and protect the Security
Interests.
(e) Each Debtor shall keep full and accurate books and records
relating to the Collateral and shall stamp or otherwise xxxx such books and
records in such manner as Secured Party may reasonably request indicating that
the Collateral is subject to the Security Interests.
(f) Except as otherwise permitted herein, by the Senior Loan
Documents or by the Note Agreement, no Debtor shall (i) sell, assign (by
operation of law or otherwise) or otherwise dispose of, or grant any option with
respect to, any of the Collateral, except that each Debtor may sell Inventory to
buyers in the ordinary course of business and may license General Intangibles to
licensees in the ordinary course of business; or (ii) create or suffer to exist
any Lien upon or with respect to any of the Collateral to secure indebtedness of
the applicable Debtor or any other Person except for the Security Interests, the
Liens in favor of the Senior Lender and the other Liens permitted under the
Senior Loan Documents.
(g) Beyond the safe custody thereof, each Debtor agrees that Secured
Party shall have no duties concerning the custody and preservation of any
Collateral in its possession (or in the possession of any agent or bailee) or
with respect to any income thereon or the preservation of rights against prior
parties or any other rights pertaining thereto. Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral
in its possession if the Collateral is accorded treatment substantially equal to
that which it accords its own property. Secured Party shall not be liable or
responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by Secured Party in good faith.
(h) Each Debtor shall at all times maintain insurance with respect
to the Collateral in compliance with the requirements of the Senior Loan
Documents. Each Debtor assumes all liability and responsibility in connection
with the Collateral acquired by it, and the liability of the applicable Debtor
to pay the Obligations shall in no way be affected or diminished by reason of
the fact that such Collateral may be lost, stolen, damaged, or for any reason
whatsoever unavailable to the applicable Debtor.
(i) Each Debtor agrees that upon payment in full of all Obligations
(excluding unasserted claims concerning contingent indemnification liabilities)
and the termination of the
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Note Agreement, the Security Interests shall terminate and all rights to the
Collateral shall revert to the applicable Debtor. Each Debtor further agrees
that upon such termination of the Security Interests or release of any
Collateral, Secured Party shall, at the expense of the applicable Debtor,
execute and deliver to such Debtor such documents as the applicable Debtor shall
reasonably request to evidence the termination of the Security Interests or the
release of such Collateral, as the case may be.
4.4 Federal Compliance. No Debtor shall produce any Inventory in
violation of any provision of the Fair Labor Standards Act of 1938, or in
violation of any other law.
4.5 Other Documents and Actions. Each Debtor shall, from time to
time, at its expense, subject to the rights of the Senior Lender and the
obligations of the Debtors under the Senior Loan Documents and the Subordination
Agreement, promptly execute and deliver all further instruments, documents and
notices and take all further action that Secured Party may reasonably request,
in order to create, perfect and protect any Security Interests, or to enable
Secured Party to exercise and enforce its rights and remedies hereunder with
respect to any Collateral.
SECTION 5. Remedial Provisions.
(a) Upon the occurrence and during the continuance of an Event of
Default, subject to the rights of the Senior Lender and the obligations of the
Debtors under the Senior Loan Documents and the Subordination Agreement, Secured
Party or its attorneys shall have the right without notice or demand or legal
process (unless the same shall be required by applicable law), personally, or by
an agent, (i) to enter upon, occupy and use any premises owned or leased by any
Debtor or where the Collateral is located (or is believed to be located) until
the Obligations are paid in full without any obligation to pay rent to any
Debtor, to render the Collateral useable or saleable and to remove the
Collateral or any part thereof to the premises of Secured Party for such time as
Secured Party may desire in order to effectively collect or liquidate the
Collateral and use in connection with such removal any and all services,
supplies and other facilities of such Debtor and (ii) to take possession of each
Debtor's original books and records, to obtain access to such Debtor's data
processing equipment, computer hardware and Software relating to the Collateral
and to use all of the foregoing and the information contained therein in any
manner Secured Party deems appropriate.
(b) If any Event of Default shall have occurred and be continuing
and subject to the rights of the Senior Lender and the obligations of the
Debtors under the Senior Loan Documents and the Subordination Agreement, Secured
Party may exercise in respect of the Collateral, in addition to all other rights
and remedies provided for herein or otherwise available to it, all the rights
and remedies of Secured Party on default under the UCC (whether or not the UCC
applies to the affected Collateral).
(c) Each Debtor agrees that, to the extent notice of sale shall be
required by law, a reasonable authenticated notification of disposition shall be
a notification given at least ten (10) days prior to any such sale and such
notice shall (i) describe Secured Party and such Debtor, (ii) describe the
Collateral that is the subject of the intended disposition, (iii) state the
method of intended disposition, (iv) state that such Debtor is entitled to an
accounting of the Obligations
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and state the charge, if any, for an accounting, and (v) state the time and
place of any public disposition or the time after which any private sale is to
be made. At any sale of the Collateral, if permitted by law, Secured Party may
bid (which bid may be, in whole or in part, in the form of cancellation of
indebtedness) for the purchase, lease, license or other disposition of the
Collateral or any portion thereof for the account of Secured Party. Secured
Party shall not be obligated to make any sale of Collateral regardless of notice
of sale having been given. Secured Party may disclaim any warranties that might
arise in connection with the sale, lease, license or other disposition of the
Collateral and have no obligation to provide any warranties at such time.
Secured Party may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. To
the extent permitted by law, each Debtor hereby specifically waives all rights
of redemption, stay or appraisal, which it has or may have under any law now
existing or hereafter enacted.
(d) If an Event of Default has occurred and is continuing, the
proceeds of any collection, enforcement, sale or other disposition of, or other
realization upon, all or any part of the Collateral and any cash held in any
Deposit Account shall be applied in accordance with the applicable provisions of
the Note Agreement, subject to the terms of the Subordination Agreement.
(e) Each Debtor acknowledges and agrees that a breach of any of the
covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury
to Secured Party and that Secured Party has no adequate remedy at law in respect
of such breaches and therefore agrees, without limiting the right of Secured
Party to seek and obtain specific performance of other obligations of each
Debtor contained in this Agreement, that the covenants of each Debtor contained
in the Sections referred to in this Section shall be specifically enforceable
against such Debtor.
(f) No failure or delay on the part of Secured Party in the exercise
of any power, right or privilege hereunder shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or any other right, power or
privilege. All rights and remedies existing under this Agreement are cumulative
to, and not exclusive of, any rights or remedies otherwise available.
SECTION 6. Satisfaction of Delivery and Possession Requirements.
Delivery of any items of the Collateral, including, without
limitation, Instruments, Chattel Paper, negotiable Documents and certificated
securities, to the extent required to be delivered to Secured Party hereunder,
shall be deemed satisfied solely by delivery of all such Collateral to the
Senior Lender, in accordance with the terms of the Senior Loan Documents and the
Subordination Agreement, and possession of any items of Collateral required
pursuant to this Agreement shall be deemed satisfied solely by possession by the
Senior Lender of such items of Collateral in accordance with the terms of the
Senior Loan Documents and the Subordination Agreement (and such delivery and
possession shall be sufficient to avoid the occurrence of an Event of Default in
respect thereof), provided that, at such time as no Senior Indebtedness remains
outstanding and the Senior Lender's commitments to lend under the Senior Loan
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Documents have been terminated, Debtors shall, if requested by Secured Party,
deliver all such Collateral to the Secured Party in accordance with the terms of
this Agreement.
SECTION 7. Attorney-in-Fact.
Each Debtor hereby irrevocably appoints Secured Party, its nominee,
and any other Person whom Secured Party may designate, as such Debtor's
attorney-in-fact, with full power during the existence of any Event of Default,
subject to the rights of the Senior Lender and the obligations of the Debtors
under the Senior Loan Documents and the Subordination Agreement, to do all
things necessary to carry out the terms and provisions of this Agreement. Each
Debtor hereby ratifies and approves all acts of any such attorney and agrees
that neither Secured Party nor any such attorney will be liable for any acts or
omissions nor for any error of judgment or mistake of fact or law other than,
and to the extent of, such Person's gross negligence or willful misconduct. The
foregoing powers of attorney, being coupled with an interest, are irrevocable
until the Obligations (excluding unasserted claims concerning contingent
indemnification liabilities) have been fully paid and satisfied and the Security
Interests shall have terminated in accordance with the terms hereof.
SECTION 8. Expenses.
Without limiting any Debtor's obligations under the Note Agreement,
each Debtor hereby agrees to promptly pay all fees, costs and expenses
(including reasonable attorneys' fees and expenses) incurred in connection with
(i) protecting, storing, warehousing, appraising, insuring, handling,
maintaining and shipping the Collateral, (ii) creating, perfecting, maintaining
and enforcing Secured Party's Liens and (iii) collecting, enforcing, retaking,
holding, preparing for disposition, processing and disposing of the Collateral.
SECTION 9. Notices
All notices, approvals, requests, demands and other communications
hereunder to be delivered to any Debtor and all notices, approvals, requests,
demands and other communications hereunder shall be given to Debtors in
accordance with the notice provision of the Note Agreement.
SECTION 10. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns except that no Debtor
may assign its rights or obligations hereunder without the written consent of
Secured Party. No sales of participations, other sales, assignments, transfers
or other dispositions of any agreement governing or instrument evidencing the
Obligations or any portion thereof or interest therein shall in any manner
impair the Lien granted to Secured Party hereunder.
SECTION 11. Changes in Writing
No amendment, modification, termination or waiver of any provision
of this Agreement shall be effective unless the same shall be in writing signed
by Secured Party and Debtors.
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SECTION 12. GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. THE DEBTORS HEREBY CONSENT TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF XXXX, STATE OF ILLINOIS
AND IRREVOCABLY AGREES THAT, SUBJECT TO SECURED PARTY'S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN
SUCH COURTS. THE DEBTORS EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. EACH DEBTOR
HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH
SERVICE OF PROCESS MAY BE MADE UPON THE DEBTOR BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH DEBTOR IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 9 HEREOF AND SERVICE SO MADE SHALL BE COMPLETE TEN (10)
DAYS AFTER THE SAME HAS BEEN POSTED.
SECTION 13. WAIVER OF JURY TRIAL.
EACH OF THE DEBTORS AND SECURED PARTY HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.
SECTION 14. Counterparts; Integration.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject
matter hereof.
SECTION 15. Headings
Headings and captions used in this Agreement are included for
convenience of reference and shall not be given any substantive effect.
[Remainder of page intentionally left blank; signature page follows]
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Witness the due execution of this Amended and Restated Security
Agreement by the respective duly authorized officers of the undersigned as of
the date first written above.
ATLANTIC PREMIUM BRANDS, LTD., as Debtor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer and Chief
Operating Officer
CARLTON FOODS CORP., as Debtor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
POTTER SAUSAGE CO., as Debtor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
PREFCO CORP., as Debtor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
RICHARD'S CAJUN FOODS CORP., as Debtor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
BOCP ABR MEZZ, LLC, a Delaware limited
liability company formerly known as Sterling
BOCP, LLC, as Secured Party
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Manager
