Exhibit 10.1
Ascendia Brands, Inc.
100 American Metro Boulevard
Suite 108
Hamilton, New Jersey 08619
October 10, 2006
Prencen, LLC
Prencen Lending, LLC
c/o Prentice Capital Management, L.P.
623 Fifth Avenue
32nd Floor
New York, NY 10022
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Registration Rights Agreement (the “Agreement”), dated as of August 2, 2006, by and among Ascendia Brands, Inc., a Delaware corporation, Prencen, LLC and Prencen Lending, LLC. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement.
Section 1(e) of the Agreement is hereby amended to read in its entirety as follows:
“Filing Deadline” means October 13, 2006, or such later date as may be agreed by the Company and Buyers.
[Remainder of Page Intentionally Blank]
If the foregoing properly reflects your understanding regarding the amendment to the Agreement, please acknowledge your agreement by signing below. This letter agreement may be executed in counterparts and shall be effective upon execution by the Company and each of the Buyers.
Very truly yours,
Ascendia Brands, Inc.
By: /s/ Andrew Sheldrick
Acknowledged and agreed as of
the 10th day of October, 2006
Prencen, LLC
By: Prentice Capital Management, L.P.
By: /s/ Mathew B. Hoffman
Prencen Lending, LLC
By: Prentice Capital Management, L.P.
By: /s/ Mathew B. Hoffman
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