EXHIBIT 10.30 AMENDMENT No. 1 and WAIVER dated as of November 1, 2004 (this "Waiver"), to the CREDIT AGREEMENT dated as of November 25, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among CRUNCH...
EXHIBIT 10.30
AMENDMENT No. 1 and WAIVER dated as of
November 1, 2004 (this "Waiver"), to the CREDIT
AGREEMENT dated as of November 25, 2003 (as amended,
supplemented or otherwise modified from time to time,
the "Credit Agreement"), among CRUNCH HOLDING CORP.,
a Delaware corporation, PINNACLE FOODS GROUP INC. (as
successor to PINNACLE FOODS HOLDING CORPORATION), a
Delaware corporation (the "Borrower"), the LENDERS
from time to time party thereto, DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Administrative Agent, GENERAL
ELECTRIC CAPITAL CORPORATION, as Syndication Agent,
and JPMORGAN CHASE BANK, CITICORP NORTH AMERICA, INC.
and CANADIAN IMPERIAL BANK OF COMMERCE, as
Co-Documentation Agents.
A. The Lenders and the Issuing Bank have extended credit to the
Borrower and have agreed to extend credit to the Borrower, in each case pursuant
to the terms and subject to the conditions set forth in the Credit Agreement.
B. The Borrower has requested that the Lenders (i) waive, and the
undersigned Lenders are willing to waive, compliance by Holdings and the
Borrower with certain provisions of Section 5.01 of the Credit Agreement and
(ii) amend, and the undersigned Lenders are willing to amend, Section 4.03 of
the Credit Agreement, in each case pursuant to the terms and subject to the
conditions set forth herein.
C. Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Waivers. (a) The Lenders hereby waive any Default or
Event of Default arising (i) directly as a result of the failure by the Borrower
to comply with the requirements of Sections 5.01(a), (c) and (d) of the Credit
Agreement that the Borrower furnish to the Administrative Agent and each Lender
through the Administrative Agent, within 90 days after the end of the fiscal
year of the Borrower ended on or about July 31, 2004, a copy of the Borrower's
financial statements as of the end of and for such year, in the form and
accompanied by such related information and reports of the Borrower's
independent public accountants as are specified in Sections 5.01(a), (c) and (d)
(the "Lenders' Financials Requirement"), or (ii) pursuant to Section 7.01(g) of
the Credit Agreement, directly as a result of the Borrower's failure to comply
with the requirement of Section 4.02 of the Senior Subordinated Notes Indenture
with respect to the Borrower's financial statements for the Borrower's fiscal
year ended on or
2
about July 31, 2004 (such requirement, together with the Lenders' Financials
Requirement, the "Financials Requirements").
(b) The Lenders hereby waive any Default or Event of Default arising
directly as a result of the failure by the Borrower to comply with the
requirement of Section 5.01(e) of the Credit Agreement that the Borrower
furnish to the Administrative Agent and each Lender through the
Administrative Agent, within 45 days after the commencement of the fiscal
year of the Borrower that began on or about August 1, 2004, a detailed
consolidated budget for such fiscal year, in the form specified in such
Section (the "Budget Requirement").
(c) The Lenders hereby waive any Default or Event of Default arising
directly as a result of the failure by the Borrower to comply with the
requirements of Section 5.02(a) of the Credit Agreement that the Borrower
furnish prompt written notice of the Defaults described in clauses (a),
(b) and (d) of this Section.
(d) The Lenders hereby waive any Default or Event of Default arising
directly as a result of the failure by the Borrower to comply with the
requirements of Section 5.03(b) of the Credit Agreement that the Borrower
deliver to the Administrative Agent certain information relating to the
Perfection Certificate as described in such Section (the "Perfection
Certificate Requirement" and, together with Financials Requirement and the
Budget Requirement, the "Requirements"), provided that the Borrower must
comply with the Perfection Certificate Requirement no later than November
8, 2004.
(e) The Lenders hereby waive any Default or Event of Default arising
directly as a result of the failure by the Borrower to comply with the
requirements of Section 6.12 and Section 6.13 of the Credit Agreement.
(f) The waivers provided for in paragraphs (a), (b), (c), (d) and
(e) above shall terminate and expire at 11:59 p.m., New York City time, on
November 24, 2004, and at all times thereafter the Credit Agreement shall
apply in all respects, and the Administrative Agent and the Lenders shall
have all such rights and remedies, as if such waivers had never been
granted, regardless of whether the Borrower shall have complied with the
Requirements on or before such time.
SECTION 2. Amendment to Section 4.03. Section 4.03 of the Credit
Agreement is hereby amended by adding the following as Section 4.03(c):
(a) At the time of the Borrowing Request with respect to such
Borrowing, the amount that the Borrower reasonably and in good faith
estimates will be the Cash Amount (as defined below) at 5:00 p.m., New
York City time, on the requested date of such Borrowing (after giving
effect to such Borrowing) shall not exceed $10,000,000, and such Borrowing
Request shall contain a statement to that effect. For purposes of this
Agreement, the Cash Amount at any time on any day shall be equal to (i)
the aggregate amount of "cash and cash equivalents" and "marketable
securities" of the Borrower and the Subsidiaries, in each case that
3
would be required to be reflected on a consolidated balance sheet of the
Borrower and the Subsidiaries prepared as of such time in accordance with
GAAP, minus (ii) the aggregate amount of payments in such cash and cash
equivalents that will be made (and will reduce such cash and cash
equivalents) at or after such time on such day.
SECTION 3. Agreements. Holdings, the Borrower and the Lenders agree
that, notwithstanding the provisions of Section 2.01, Section 2.04 and Section
2.05 of the Credit Agreement, unless and until otherwise agreed to by the
Required Lenders, the Lenders will not be obligated to make any Revolving Loan
or Swingline Loan, and the Issuing Bank will not be obligated to issue, amend,
renew or extend any Letter of Credit, if, after giving effect to the making of
such Loan or the issuance, amendment, renewal or extension of such Letter of
Credit, as the case may be, the total Revolving Exposures would exceed
$65,000,000.
SECTION 4. Representations and Warranties. Each of Holdings and the
Borrower represents and warrants to the Administrative Agent and to each of the
Lenders that:
(a) This Waiver has been duly authorized, executed and delivered by
it and constitutes a legal, valid and binding obligation of Holdings and
the Borrower, enforceable against each of them in accordance with its
terms.
(b) After giving effect to this Waiver, the representations and
warranties of the Loan Parties in the Loan Documents (i) to the extent any
such representation or warranty is modified or qualified based on the
terms "materially" or "material" or by reference to the term "Material
Adverse Effect", are true and correct in all respects and (ii) to the
extent such representation or warranty is not so modified or qualified,
are true and correct in all material respects, in each case, on and as of
the date hereof with the same effect as if made on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date.
(c) Immediately after giving effect to this Waiver, no Default has
occurred and is continuing.
SECTION 5. Conditions to Effectiveness. This Waiver shall become
effective as of the date first above written, when (a) the Administrative Agent
shall have received counterparts of this Waiver that, when taken together, bear
the signatures of the Borrower and the Required Lenders, (b) the representations
and warranties set forth in Section 4 hereof are true and correct and (c) all
fees and expenses submitted to the Borrower and required to be paid or
reimbursed by the Borrower under or in connection with this Waiver and the
Credit Agreement (including all reasonable invoiced fees, charges and
disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Administrative
Agent, and all other reasonable fees and expenses of the Administrative Agent
due and owing as of the date first above written) have been paid or reimbursed
by the Borrower.
4
SECTION 6. Release. Each of Holdings and the Borrower (a)
acknowledges and agrees that it does not have any claim, cause of action or
similar right of any kind or nature (collectively, "Claims") against any Lender,
the Administrative Agent, the Collateral Agent, any Issuing Bank or any of their
respective Affiliates or any of their respective officers, directors, employees,
agents or advisors (collectively, the "Released Parties") arising at any time
out of, relating to or otherwise connected with any of the Loan Documents, the
transactions thereunder or the actions or inactions of any of the Released
Parties thereunder or in connection therewith at any time prior to the
effectiveness of this Waiver and (b) hereby waives, releases and discharges each
Released Party from any and all such Claims, whether known or unknown. The
foregoing acknowledgment and release is given as consideration for the
agreements and waivers provided for in this Waiver.
SECTION 7. Credit Agreement. Except as specifically waived, amended
or modified hereby, the Credit Agreement shall continue in full force and effect
in accordance with the provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as modified hereby. This Waiver shall be a Loan Document for
all purposes.
SECTION 8. Applicable Law. THIS WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Counterparts. This Waiver may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement. Delivery of an executed
signature page to this Waiver by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Waiver.
SECTION 10. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Waiver and are not to affect
the construction of, or to be taken into consideration in interpreting, this
Waiver.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed by their respective authorized officers as of the day and year
first written above.
CRUNCH HOLDING CORP.,
by
/S/ N. ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: N. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: CFO
PINNACLE FOODS GROUP INC. (as successor to
Pinnacle Foods Holding Corporation),
by
/S/ N. ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: N. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: CFO
6
DEUTSCHE BANK TRUST COMPANY AMERICAS,
individually and as Administrative Agent
by
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
7
GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Syndication Agent,
by
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP - Global Sponsor Finance
8
JPMORGAN CHASE BANK, individually and as
Co-Documentation Agent,
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
9
CITICORP NORTH AMERICA, INC., individually
and as Co-Documentation Agent,
by
/S/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: VP
10
CANADIAN IMPERIAL BANK OF COMMERCE, as
Co-Documentation Agent,
by
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
11
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
PINEHURST TRADING INC.
by
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
12
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
SAWGRASS TRADING LLC
by
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
13
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ FLOATING-RATE INCOME TRUST
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
14
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING-RATE TRUST
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
15
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
TOLLI & CO.
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
16
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ LIMITED DURATION INCOME FUND
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
17
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ VT FLOATING RATE
INCOME FUND
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
18
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
BIG SKY III SENIOR LOAN TRUST
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
19
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
THE NORINCHUKIN BANK, NEW YORK BRANCH,
through State Street Bank and Trust Company
N.A. as Fiduciary Custodian
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
ATTORNEY-IN-FACT
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
20
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
BIG SKY SENIOR LOAN FUND, LTD
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
21
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇▇▇ & CO
by
BOSTON MANAGEMENT RESEARCH
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
22
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ CDO VI LTD.
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
23
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
COSTANTINUS ▇▇▇▇▇ ▇▇▇▇▇ CDO V, LTD.
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
24
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
25
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
OXFORD STRATEGIC INCOME FUND
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
26
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
27
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
by
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
28
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
SENIOR DEBT PORTFOLIO
by
Boston Management and Research
as Investment Advisor
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
29
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
TRUMBULL THCZ LOAN FUNDING LLC
by
/S/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: As Attorney-In-Fact
30
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
APEX (Trimaran) CDO I, LTD.
by
Trimaran Advisors, L.L.C.
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
31
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Loan Funding VI LLC
by
Blackstone Debt Advisors L.P.
As Collateral Manager
---------------------------------------------
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
32
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Monument Park CDO Ltd.
by
Blackstone Debt Advisors L.P.
As Collateral Manager
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
33
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Union Square CDO Ltd.
by
Blackstone Debt Advisors L.P.
As Collateral Manager
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
34
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Hanover Square CLO Ltd.
by
Blackstone Debt Advisors L.P.
As Collateral Manager
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
35
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE
INCOME FUND
by
Four Corners Capital Management LLC,
As Collateral Manager
by
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
36
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE
INCOME FUND II
by
Four Corners Capital Management LLC,
As Collateral Manager
by
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
37
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
NORTHWOODS CAPITAL IV, LIMITED
by
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO. L.P.
AS COLLATERAL MANAGER
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
38
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
NORTHWOODS CAPITAL II, LIMITED
by
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.,
AS COLLATERAL MANAGER
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
NORTHWOODS CAPITAL III, LIMITED
by
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P.,
AS COLLATERAL MANAGER
by
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
39
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Premium Loan Trust I, Ltd.
by
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
40
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
LightPoint CLO 2004-1, Ltd.
by
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
41
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an affiliate
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
42
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an affiliate
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
43
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
CIBC INC. AS A LENDER
by
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp., As Agent
44
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Citadel Hill 2000 LTD.
by
/S/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
45
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
MainStay Floating Rate Fund,
a Series of Eclipse Funds Inc.
by
New York Life Investment Management LLC
by
/S/ ▇. ▇. ▇▇▇▇
------------------------------------------
Name: ▇. ▇. ▇▇▇▇
Title: Director
46
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
PPM MONARCH BAY FUNDING LLC
by
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
47
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
PPM SHADOW CREEK FUNDING LLC
by
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
48
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
PPM SPYGLASS FUNDING TRUST
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Agent
49
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
New York Life Insurance Company
by
/S/ ▇. ▇. ▇▇▇▇
------------------------------------------
Name: ▇. ▇. ▇▇▇▇
Title: Investment Vice President
50
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Venture III CDO, Limited
by
Its investment advisor MJX Asset Management
LLC
by
▇.▇. ▇▇▇▇▇
------------------------------------------
Name: ▇.▇. ▇▇▇▇▇
Title:
51
52
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Venture II CDO, Limited
by
Its investment advisor MJX Asset Management
LLC
by
▇.▇. ▇▇▇▇▇
------------------------------------------
Name: ▇.▇. ▇▇▇▇▇
Title:
53
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Venture CDO 2002, Limited
by
Its investment advisor MJX Asset Management
LLC
by
▇.▇. ▇▇▇▇▇
------------------------------------------
Name: ▇.▇. ▇▇▇▇▇
Title:
54
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
UBS AG, Stamford Branch
by
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
Title: Associate Director
by
/S/ WINSLOWE OGBOURNE
------------------------------------------
Name: Winslowe Ogbourne
Title: Associate Director
55
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Stanwich Loan Funding LLC
by
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
56
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Oak Hill Securities Fund L.P.
by Oak Hill Securities GenPar, L.P., its
General Partner
by Oak Hill Securities MGP, Inc., its
General Partner
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Oak Hill Securities Fund II, L.P.
by Oak Hill Securities GenPar II, L.P., its
General Partner
by Oak Hill Securities MGP II, Inc., its
General Partner
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Oak Hill Credit Partners I, Limited
by Oak Hill CLO Management I, LLC, as
57
Investment Manager
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person
Oak Hill Credit Partners II, Limited
by Oak Hill CLO Management II, LLC, as
Investment Manager
by
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Person
58
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Celerity CLO Limited
by
TCW Advisors, Inc., as Agent
by
/S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
59
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
LOAN FUNDING I LLC, a wholly owned subsidiary
of Citibank N.A.
by
TCW Advisors, Inc., as portfolio manager of
Loan Funding I LLC
by
/S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
60
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
C-SQUARED CDO LTD.
by
TCW Advisors, Inc., as its Portfolio Manager
by
/S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
61
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
TCW SELECT LOAN FUND, LIMITED
by
TCW Advisors, Inc. as its Collateral Manager
by
/S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
62
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
VELOCITY CLO, LTD.
by
TCW Advisors, Inc., its Collateral Manager
by
/S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
63
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
FIRST 2004-II CLO, LTD.
by
TCW Advisors, Inc., its Collateral Manager
by
/S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
64
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
▇▇▇▇▇▇'▇ Island CLO II, Ltd.
By
CypressTree Investment Management Company,
Inc., as Portfolio Manager
by
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇, CFA
Title: Managing Director
65
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Close International Custody Services Limited
as Custodian of CypressTree International
Loan Holding Company Limited
by
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇, CFA
Title: Managing Director
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Managing Director
66
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Landmark CDO Limited
Aladdin Capital Management LLC
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature
67
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Landmark CDO II Limited
Aladdin Capital Management LLC
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature
68
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Landmark CDO III Limited
Aladdin Capital Management LLC
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature
69
SIGNATURE PAGE TO WAIVER DATED AS OF NOVEMBER
1, 2004, AMONG CRUNCH HOLDING CORP., PINNACLE
FOODS GROUP INC., THE LENDERS PARTY THERETO,
DEUTSCHE BANK TRUST COMPANY AMERICAS, GENERAL
ELECTRIC CAPITAL CORPORATION, JPMORGAN CHASE
BANK, CITICORP NORTH AMERICA, INC. AND
CANADIAN IMPERIAL BANK OF COMMERCE
Name of Institution:
Landmark CDO IV Limited
Aladdin Capital Management LLC
by
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signature