EXHIBIT 10.31
AMENDMENT No. 2 and WAIVER dated as of
November 19, 2004 (this "Amendment"), 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, N.A. (formerly known as
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. Holdings, the Borrower and the Lenders party thereto
entered into Amendment No. 1 and Waiver dated as of November 1, 2004 (the
"Initial Waiver"), to the Credit Agreement.
C. The Borrower has requested that the Lenders agree to
reaffirm certain waivers contained in the Initial Waiver and amend certain
provisions of the Credit Agreement as set forth herein, and the Lenders are
willing so to reaffirm such waivers and to amend such provisions, in each case
pursuant to the terms and subject to the conditions set forth herein.
D. 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 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 about
July 31, 2004, provided that the Borrower complies with such requirement on or
prior to the date on which this Amendment becomes effective.
(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, provided that the Borrower
complies with such requirement on or prior to the date on which this Amendment
becomes effective.
(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 Section 1 of the Initial Waiver.
SECTION 2. Amendments to Section 1.01. (a) The definition of
"Applicable Rate" in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety as follows (effective solely with respect to interest
accruing from and after November 19, 2004):
"Applicable Rate" means, for any day (a) with respect
to any Term Loan, (i) 2.25% per annum, in the case of an ABR Loan, or
(ii) 3.25% per annum, in the case of a Eurodollar Loan, and (b) with
respect to any ABR Loan or Eurodollar Loan that is a Revolving Loan, as
the case may be, the applicable rate per annum set forth below under
the caption "ABR Spread" or "Eurodollar Spread", as the case may be,
based upon the Leverage Ratio as of the most recent determination date,
provided that until the delivery of financial statements pursuant to
Section 5.01(a) for the Borrower's fiscal year ended July 31, 2004, the
"Applicable Rate" for purposes of clause (b) shall be the applicable
rate per annum set forth below in Category 1:
ABR EURODOLLAR
LEVERAGE RATIO: SPREAD SPREAD
- --------------- ------ ----------
Category 1
Ratio is greater than 4.50 to 1.00 2.25% 3.25%
Category 2
Ratio is less than or equal to 4.50 to
1.00 but greater than 4.00 to 1.00 2.00% 3.00%
Category 3
Ratio is less than or equal to 4.00 to 1.00 1.75% 2.75%
For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's
fiscal year based upon the Borrower's consolidated financial statements
delivered pursuant to Section 5.01(a) or (b) and (ii) each change in
the Applicable Rate resulting from a change in the Leverage Ratio shall
be effective during the period commencing on and including the date
that is three Business Days after the date of delivery to the
Administrative Agent of such consolidated financial statements
indicating such change and ending on the date immediately preceding the
effective date of the next such change, provided that the Leverage
Ratio shall be deemed to be in Category 1 (A) at any time that an Event
of Default has occurred and is continuing or (B) if the Borrower fails
to deliver the consolidated financial statements required to be
delivered by it pursuant to Section 5.01(a) or (b), during the period
from the expiration of the time for delivery thereof until the third
Business Day after such consolidated financial statements are
delivered.
(b) The definition of the term "Consolidated Cash Interest
Expense" in Section 1.01 of the Credit Agreement is hereby amended by adding the
following text immediately prior to the proviso in such definition: "and (v) to
the extent included in such consolidated interest expense for such period,
non-cash gains or losses arising from marking Swap Agreements to market".
(c) The following new definition is hereby added to Section
1.01 of the Credit Agreement in appropriate alphabetical order.
"Senior Covenant Leverage Ratio" means, on any date,
the ratio of (a) Total Indebtedness as of such date (excluding the
portion of Total Indebtedness as of such date represented by the
Subordinated Debt) to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date (or, if
such date is not the last day of a fiscal quarter, ended on the last
day of the fiscal quarter of the Borrower most recently ended prior to
such date for which financial statements are available), provided that
to the extent the Aurora Acquisition or any Permitted Acquisition,
Disposition outside the ordinary course of business or discontinuation
of operations has occurred during the relevant period of four
consecutive fiscal quarters, such ratio shall be determined for such
period on a Pro Forma Basis for such occurrences.
SECTION 3. Deletion of Section 4.03(c). Section 4.03(c) of the
Credit Agreement is hereby deleted.
SECTION 4. Amendment to Section 5.01. Section 5.01 of the
Credit Agreement is hereby amended by deleting (i) the second parenthetical
(including the parenthetical therein) and third parenthetical in paragraph (a)
thereof and (ii) the second parenthetical (including the parenthetical therein)
in paragraph (b) thereof.
SECTION 5. Amendment to Section 6.12. Section 6.12 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
SECTION 6.12. Interest Expense Coverage Ratio. The
Borrower will not permit the ratio of (a) Consolidated EBITDA
to (b) Consolidated Cash Interest Expense, in each case in
respect of any period of four consecutive fiscal quarters
ending on or about any date set forth in the table below, to
be less than the ratio set forth below opposite such period,
provided that to the extent the Aurora
Acquisition, any Permitted Acquisition, Disposition outside
the ordinary course of business or discontinuation of
operations has occurred during the relevant period of four
consecutive fiscal quarters, such ratio shall be determined
for such period on a Pro Forma Basis for such occurrences:
Period Ratio
- ------ -----
October 31, 2004 2.10 to 1.00
December 31, 2004 2.10 to 1.00
March 31, 2005 1.50 to 1.00
June 30, 2005 1.60 to 1.00
September 30, 2005 2.10 to 1.00
December 31, 2005 2.30 to 1.00
March 31, 2006 2.50 to 1.00
June 30, 2006 2.50 to 1.00
September 30, 2006 2.50 to 1.00
December 31, 2006 2.50 to 1.00
March 31, 2007 2.50 to 1.00
June 30, 2007 2.50 to 1.00
September 30, 2007 2.50 to 1.00
December 31, 2007 2.50 to 1.00
March 31, 2008 2.75 to 1.00
June 30, 2008 2.75 to 1.00
September 30, 2008 2.75 to 1.00
December 31, 2008 2.75 to 1.00
March 31, 2009 and thereafter 3.00 to 1.00
SECTION 6. Amendment to Section 6.13. Section 6.13 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
SECTION 6.13. Leverage Ratio. The Borrower will not
permit the Leverage Ratio as of the last day of any fiscal
quarter ending on or about any date set forth in the table
below to exceed the ratio set forth opposite such period:
Period Ratio
- ------ -----
March 31, 2006 5.00 to 1.00
June 30, 2006 5.00 to 1.00
September 30, 2006 4.75 to 1.00
December 31, 2006 4.75 to 1.00
March 31, 2007 4.50 to 1.00
June 30, 2007 4.50 to 1.00
September 30, 2007 4.25 to 1.00
December 31, 2007 4.25 to 1.00
March 31, 2008 and thereafter 4.00 to 1.00
SECTION 7. Amendment to Article VI. Article VI of the Credit
Agreement is hereby amended by adding the following Section at the end thereof:
SECTION 6.15. Senior Covenant Leverage Ratio. The
Borrower will not permit the Senior Covenant Leverage Ratio as
of the last day of any fiscal quarter ending on or about any
date set forth in the table below to exceed the ratio set
forth opposite such period:
Period Ratio
- ------ -----
October 31, 2004 4.10 to 1.00
December 31, 2004 4.25 to 1.00
March 31, 2005 5.75 to 1.00
June 30, 2005 5.25 to 1.00
September 30, 2005 3.75 to 1.00
December 31, 2005 3.40 to 1.00
SECTION 8. Elimination of Limitations on Revolving Exposures.
The Lenders hereby agree to the elimination of the limitations on the total
Revolving Exposures set forth in Section 3 of the Initial Waiver.
SECTION 9. Prohibition on Certain Transactions; Additional
Conditions and Prepayments; Monthly Reporting. (a) During the period (the
"Amendment Period") beginning on the date hereof and ending on the second
Business Day following the date on which the Borrower delivers to the
Administrative Agent financial statements of the Borrower for the fiscal quarter
ending on or about March 31, 2006, and the related certifications and
certificates of a Financial Officer, in each case as required by Sections
5.01(b) and (c) of the Credit Agreement, Holdings and the Borrower will not, and
will not cause or permit any of the Subsidiaries to, do any of the following:
(i) Obtain any Incremental Extensions of Credit pursuant
to Section 2.20 of the Credit Agreement.
(ii) Incur any Indebtedness pursuant to subclause (B) of
the proviso to 6.01(a)(vi) of the Credit Agreement.
(iii) In the case of the Borrower, incur Junior
Indebtedness pursuant to Section 6.01(a)(x) of the
Credit Agreement.
(iv) Allow the aggregate principal amount of Indebtedness
outstanding at any time pursuant to Section
6.01(a)(xiv) of the Credit Agreement to exceed the
aggregate principal amount of such Indebtedness
outstanding on November 1, 2004, plus $10,000,000.
(v) Effect any acquisition of a majority of the
outstanding Equity Interests in, all or substantially
all the assets of, or all or substantially all the
assets
constituting a division or line of business of, a
Person pursuant to Section 6.04(a), (o), (r) or (u)
of the Credit Agreement.
(vi) Allow the aggregate amount of investments outstanding
at any time pursuant to clause (ii) of the proviso to
Section 6.04(d) of the Credit Agreement to exceed the
aggregate amount of such investments outstanding on
November 1, 2004, plus $5,000,000.
(vii) Effect any investment pursuant to Section 6.04(r) of
the Credit Agreement or any redemption, repurchase or
retirement of Indebtedness pursuant to Section
6.08(b)(iii) of the Credit Agreement.
(viii) Effect investments pursuant to Section 6.04(u) of the
Credit Agreement in an aggregate amount exceeding
$5,000,000.
(ix) Effect any investment pursuant to Section 6.04(v) of
the Credit Agreement.
(x) Effect Restricted Payments pursuant to Section
6.08(a)(iii) of the Credit Agreement in an aggregate
amount in excess of $3,000,000.
(xi) Effect any Restricted Payment pursuant to Section
6.08(a)(iv) of the Credit Agreement (other than
pursuant to the parenthetical in such Section),
provided that, after the Amendment Period, the amount
of Restricted Payments that would otherwise be
permitted under such Section may be increased by the
amount of such Restricted Payments that would have
been permitted under such Section during the
Amendment Period without giving effect to this
paragraph (xi), so long as at the time any Restricted
Payment is made pursuant to this proviso, after
giving effect to such Restricted Payment, the
Borrower is in compliance, on a Pro Forma Basis with
the covenants contained in Section 6.12, Section 6.13
and Section 6.14 of the Credit Agreement recomputed
as of the last day of the most recently ended fiscal
quarter of the Borrower for which financial
statements are available.
(xii) pay any management fees contemplated by Section 2(a)
of the Management Agreement dated as of November 25,
2003, among the Borrower, Holdings, J.P. Morgan
Partners, LLC, and J.W. Childs Associates, L.P.,
provided that, after the Amendment Period, the amount
of management fees that would otherwise be permitted
by Section 6.09 of the Credit Agreement may be
increased as and to the extent additional Restricted
Payments are made under the proviso to clause (a)(xi)
of this Section 8 using the proceeds of such
Restricted Payments.
(b) During the Amendment Period, neither Holdings nor the
Borrower will, nor will they permit any Subsidiary Loan Party to, allow any cash
owned by them to be held in a Deposit Account, unless (a) a Lender is the
depositary bank with respect to such Deposit Account, (b) such Loan Party has
complied with clause (i) or (ii) of the first sentence of Section 4.04(b) of the
Collateral Agreement with respect to such Deposit Account, (c) such Deposit
Account is described in clause (A) or (E) of the third sentence of such Section
of the Collateral Agreement or (d) the depositary bank with respect to such
Deposit Account is Mellon Bank and such Deposit Account is described in clause
(C) or (D) of the third sentence of such Section of the Collateral Agreement.
(c) During the Amendment Period, in addition to the conditions
set forth in Sections 4.03(a) and (b) of the Credit Agreement, the obligation of
each Lender to make a loan on the occasion of any Borrowing shall be subject to
the following condition:
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 Amendment, 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 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.
(d) During the Amendment Period, if, at 5:00 p.m., New York
City time, on the last Business Day of any month, the Cash Amount is more than
$10,000,000, then within three Business Days after such last Business Day the
Borrower shall, to the extent (but only to the extent) that any Revolving
Borrowings and Swingline Loans are then outstanding, prepay Revolving Borrowings
and Swingline Loans to the extent necessary so that, after giving effect to such
prepayment and the receipt by the Borrower of the proceeds of any Revolving
Borrowings and Swingline Loans made or to be made on or after such last Business
Day and on or before the third Business Day thereafter, the Cash Amount will not
exceed $10,000,000, provided that, to the extent that the aggregate principal
amount of Revolving Borrowings and Swingline Loans required to be prepaid on any
Business Day pursuant to the foregoing provisions of this sentence exceeds the
aggregate principal amount of Revolving Borrowings and Swingline Loans
outstanding on such Business Day that are in each case ABR Borrowings, the
Borrower may delay effecting the applicable prepayments of Borrowings required
by this sentence until the earlier of (i) the end of the current Interest Period
or Interest Periods for such Borrowings and (ii) thirty days after such last
Business Day.
(e) During the Amendment Period, the Borrower will furnish to
the Administrative Agent and each Lender through the Administrative Agent,
within 30 days after the end of each month, the Borrower's summary consolidated
balance sheet and related statements of operations (including line items showing
gross sales, cases sold and IRI on a brand-by-brand basis for all major brands)
and cash flows as of the end of and for such month (in form and a level of
detail reasonably satisfactory to the Administrative Agent), setting forth in
each case in comparative form the figures for the corresponding period of (or,
in the case of the balance sheet, as of the end of) the previous fiscal year,
all certified by a Financial Officer as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and the Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments, normal quarter-end adjustments and the absence of footnotes.
(f) Notwithstanding the foregoing, at any time following the
second Business Day following the Original Compliance Delivery Date (as defined
below), the Borrower may elect, by giving two Business Days' prior written
notice to the Administrative Agent, to terminate (the "Early Termination") the
Amendment Period and the provisions of paragraphs (a), (b), (c), (d) and (e) of
this Section 9. Upon the Early Termination, (i) the amendments to Sections 6.12
and 6.13 of the Credit Agreement set forth in Sections 5 and 6 of this
Amendment, solely as they relate to periods ending on and after the last day of
the most recently completed fiscal quarter or fiscal year of the Borrower prior
to the Original Compliance Delivery Date, and (ii) Section 7 of this Amendment
shall cease to be effective and the provisions of the Credit Agreement in effect
immediately prior to giving effect to such amendments and to Section 7 of this
Amendment will be reinstated. For purposes of this Amendment, the term "Original
Compliance Delivery Date" means the date on which the Borrower delivers to the
Administrative Agent financial statements of the Borrower for the fiscal quarter
ending on or about September 30, 2005, or the fiscal year ending on or about
December 31, 2005, and the related certifications and certificates of a
Financial Officer (and, in the case of such fiscal year, of the accounting firm
that reported on such financial statements), in each case as required by
Sections 5.01(b) and (c) (and 5.01(d), as applicable) of the Credit Agreement
and reasonably satisfactory to the Administrative Agent, provided that all
certifications and determinations required thereby (including as to the
calculation of compliance with the covenants set forth in Sections 6.12 and 6.13
of the Credit Agreement) shall be given or made, as applicable, on the basis of
the covenants in effect under the Credit Agreement immediately prior to giving
effect to this Amendment.
SECTION 10. Representations and Warranties. Each of the
Holdings and the Borrower represents and warrants to the Administrative Agent
and to each of the Lenders that:
(a) This Amendment 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 Amendment, 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 Amendment, no
Default has occurred and is continuing.
SECTION 11. Amendment Fee. In consideration of the agreements
of the Lenders contained herein, the Borrower agrees to pay to the
Administrative Agent, for the account of each Lender that delivers an executed
counterpart of this Amendment by 5:00 p.m., New York City time, on November 19,
2004, an amendment fee (the "Amendment Fee") in an amount equal to 0.25% of the
sum of such Lender's Revolving Credit Exposures, Term Loans and unused
Commitments, provided that such Amendment Fee shall not be payable unless and
until this Amendment becomes effective as provided in Section 12 below and upon
such effectiveness such Amendment Fee shall be payable immediately.
SECTION 12. Conditions to Effectiveness. This Amendment shall
become effective as of November 19, 2004, when (a) the Administrative Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of Holdings, the Borrower and the Required Lenders, (b) the
representations and warranties set forth in Section 10 hereof are true and
correct, (c) the Administrative Agent and each Lender have received the audited
financial statements of the Borrower as of the end of and for the Borrower's
fiscal year ended July 31, 2004, accompanied by the report thereon of the
Borrower's independent public accountants, in each case in accordance with
Section 5.01(a) of the Credit Agreement, and the related certificate of a
Financial Officer and certificate of such accounting firm in accordance with
Sections 5.01(c) and (d), respectively, of the Credit Agreement, which
certificate of a Financial Officer shall demonstrate that the Consolidated
EBITDA for such fiscal year is at least $165,000,000, and (d) all fees and
expenses submitted to the Borrower and required to be paid or reimbursed by the
Borrower under or in connection with this Amendment and the Credit Agreement
(including (i) the Amendment Fee specified in Section 11 above, (ii) all
reasonable invoiced fees, charges and disbursements of Cravath, Swaine & Moore
LLP, counsel to the Administrative Agent and (iii) 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.
SECTION 13. Release. Each of the 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, trustees 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 Amendment 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 waiver provided for in this Amendment.
SECTION 14. 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 Amendment shall be a Loan Document
for all purposes.
SECTION 15. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 16. Counterparts. This Amendment 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 Amendment by facsimile transmission shall be
effective as delivery of a manually signed counterpart of this Amendment.
SECTION 17. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
CRUNCH HOLDING CORP.,
by
/S/ N. MICHAEL DION
----------------------------------
Name: N. Michael Dion
Title: CFO
PINNACLE FOODS GROUP INC. (as successor to
Pinnacle Foods Holding Corporation),
by
/S/ N. MICHAEL DION
----------------------------------
Name: N. Michael Dion
Title: CFO
DEUTSCHE BANK TRUST COMPANY AMERICAS,
individually and as Administrative Agent
by
/S/ SCOTTYE LINDSEY
----------------------------------
Name: Scottye Lindsey
Title: Director
GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Syndication Agent,
by
/S/ DANIEL D. MCCREADY
----------------------------------
Name: Daniel D. McCready
Title: SVP
JPMORGAN CHASE BANK, N.A. (formerly known
as JPMorgan Chase Bank), individually and
as Co-Documentation Agent,
by
/S/ KATHRYN A. DUNCAN
----------------------------------
Name: Kathryn A. Duncan
Title: Vice President
CITICORP NORTH AMERICA, INC., individually
and as Co-Documentation Agent,
by
/S/ ROCKY LOWE
----------------------------------
Name: Rocky Lowe
Title: VP
CANADIAN IMPERIAL BANK OF COMMERCE, as
Co-Documentation Agent,
by
/S/ GERALD GIRARDI
----------------------------------
Name: Gerald Girardi
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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
Aeries Finance-II Ltd.
By: Patriarch Partners X, LLC
Its Managing Agent
By: /S/ LYNN TILTON
----------------------------------
Name: Lynn Tilton
Title: Manager
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
AIM Floating Rate Fund
By: INVESCO Senior Secured Management,
Inc.
As Sub-Adviser
By: /S/ JOSEPH ROTONDO
----------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ DAVID M. MILLISON
----------------------------------
Name: David M. Millison
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
AVENUE CLO FUND, LIMITED
By: /S/ RICHARD D'ADDARIO
------------------------------------
Name: Richard D'Addario
Title: Senior Portfolio Manager
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ RICHARD F. KURTH
------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /S/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc.
As Investment Advisor
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ GERALD GIRARDI
------------------------------------
Name: Gerald Girardi
Title: Executive Director
CIBC World Markets Corp., as Agent
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ PIETER VAN SCHAICK
------------------------------------
Name: Pieter Van Schaick
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Cooperative Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank
International", New York Branch
By: /S/ THEODORE W. COX
------------------------------------
Name: Theodore W. Cox
Title: Executive Director
By: /S/ BRETT DELFINO
------------------------------------
Name: Brett Delfino
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management,
Inc.
As Investment Advisor
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
EMERALD ORCHARD LIMITED
By: /S/ MASOOD FIKREE
------------------------------------
Name: Masood Fikree
Title: Attorney-in-Fact
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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-I CLO, LTD.
By: TCW ADVISORS, INC.
its Collateral Manager
By: /S/ RICHARD F. KURTH
------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /S/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ RICHARD F. KURTH
------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /S/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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, as Lender
By: Four Corners Capital Management LLC,
as Collateral Manager
By: /S/ VIJAY SRINIVASAN
------------------------------------
Name: Vijay Srinivasan
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
GLENEAGLES TRADING LLC
By: /S/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
GULF STREAM-COMPASS CLO 2002-1 LTD.
By: Gulf Stream Asset Management LLC, as
Collateral Manager
By: /S/ BARRY K. LOVE
------------------------------------
Name: Barry K. Love
Title: Chief Credit Officer
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
GULF STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC, as
Collateral Manager
By: /S/ BARRY K. LOVE
------------------------------------
Name: Barry K. Love
Title: Chief Credit Officer
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
HAMILTON CDO, Ltd.
By: Stanfield Capital Partners LLC,
as its Collateral Manager
By: /S/ CHRISTOPHER A. BONDY
------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Hewett's Island CLO, Ltd.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /S/ JEFFREY MEGAR
------------------------------------
Name: Jeffrey Megar, CFA
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P., as
Collateral Manager
By: /S/ TODD TRAVERS
------------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
HIGHLAND LOAN FUNDING V LTD.
By: Highland Capital Management, L.P., as
Collateral Manager
By: /S/ TODD TRAVERS
------------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
ING SENIOR INCOME FUND
By: ING Investment Management, Co. as its
investment manager
By: /S/ JASON GROOM
------------------------------------
Name: Jason Groom
Title: Vice President
ING PRIME RATE TRUST
By: ING Investment Management, Co. as its
investment manager
By: /S/ JASON GROOM
------------------------------------
Name: Jason Groom
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management,
Inc., as Collateral Manager
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
INVESTORS BANK & TRUST COMPANY AS
SUB-CUSTODIAN AGENT OF CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY LIMITED
By: /S/ JEFFREY MEGAR
------------------------------------
Name: Jeffrey Megar, CFA
Title: Managing Director
By: /S/ JOHN A. [ILLEGIBLE]
------------------------------------
Name: John A. [Illegible]
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ WILLIAM S. LUTKINS
------------------------------------
Name: William S. Lutkins
Title: Authorized Signature
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ WILLIAM S. LUTKINS
------------------------------------
Name: William S. Lutkins
Title: Authorized Signature
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ WILLIAM S. LUTKINS
------------------------------------
Name: William S. Lutkins
Title: Authorized Signature
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ RICHARD F. KURTH
------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /S/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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 IV LLC
By: Highland Capital Management, L.P.
as Portfolio Manager
By: /S/ TODD TRAVERS
------------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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 LOOMIS SAYLES FUND SENIOR LOAN FUND,
LLC
By: Loomis Sayles and Company, L.P., its
manager
By: Loomis Sayles and Company, Inc., its
general partner
By: /S/ KEVIN J. PERRY
------------------------------------
Name: Kevin J. Perry
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ R.H. DIAL
------------------------------------
Name: R.H. Dial
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Morgan Stanley Prime Income Trust
By: /S/ ELIZABETH BODISCH
------------------------------------
Name: Elizabeth Bodisch
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Mountain Capital CLO 1 Ltd.
By: /S/ DARREN P. RILEY
------------------------------------
Name: Darren P. Riley
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Mountain Capital CLO 11 Ltd.
By: /S/ DARREN P. RILEY
------------------------------------
Name: Darren P. Riley
Title: Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ R.H. DIAL
------------------------------------
Name: R.H. Dial
Title: Investment Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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: ANGELO, GORDON & CO. L.P. as
Collateral Manager
By: /S/ JOHN W. FRASER
------------------------------------
Name: John W. Fraser
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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: ANGELO, GORDON & CO. L.P. as
Collateral Manager
By: /S/ JOHN W. FRASER
------------------------------------
Name: John W. Fraser
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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: ANGELO, GORDON & CO. L.P. as
Collateral Manager
By: /S/ JOHN W. FRASER
------------------------------------
Name: John W. Fraser
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ SCOTT D. KRASE
------------------------------------
Name: Scott D. Krase
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/ SCOTT D. KRASE
------------------------------------
Name: Scott D. Krase
Title: Vice President
OAK HILL CREDIT PARTNERS I, LIMITED
By: Oak Hill CLO Management I, LLC
as Investment Manager
By: Oak Hill Securities MGP, Inc.
its General Partner
By: /S/ SCOTT D. KRASE
------------------------------------
Name: Scott D. Krase
Title: Authorized Person
OAK HILL CREDIT PARTNERS II, LIMITED
By: Oak Hill CLO Management II, LLC
as Investment Manager
By: /S/ SCOTT D. KRASE
------------------------------------
Name: Scott D. Krase
Title: Authorized Person
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
PETRUSSE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management,
Inc.
as Collateral Manager
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ DIANA M. HIMES
------------------------------------
Name: Diana M. Himes
Title: Authorized Agent
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
PROSPERO CLO I, Ltd.
By: /S/ JOHN RANDOLPH WATKINS
------------------------------------
Name: John Randolph Watkins
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND WAIVER
DATED AS OF NOVEMBER 19, 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:
PUTNAM DIVERSIFIED INCOME TRUST
By: /S/ BETH MAZOR
Name: Beth Mazor
Title: V.P.
SIGNATURE PAGE TO AMENDMENT NO. 2 AND WAIVER
DATED AS OF NOVEMBER 19, 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:
PUTNAM VARIABLE TRUST - PVT High
Yield Fund
By: /S/ BETH MAZOR
Name: Beth Mazor
Title: V.P.
PUTNAM HIGH YIELD TRUST
By: /S/ BETH MAZOR
Name: Beth Mazor
Title: V.P.
PUTNAM HIGH YIELD ADVANTAGE FUND
By: /S/ BETH MAZOR
Name: Beth Mazor
Title: V.P.
SIGNATURE PAGE TO AMENDMENT NO. 2 AND WAIVER
DATED AS OF NOVEMBER 19, 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:
PUTNAM FLOATING RATE INCOME FUND
By: /S/ BETH MAZOR
Name: Beth Mazor
Title: V.P.
BOSTON HARBOR CLO 2004-1, Ltd.
By: /S/ BETH MAZOR
Name: Beth Mazor
Title: V.P.
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management,
Inc., as Asset Manager
By: /S/ JOSEPH ROTONDO
------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
SRF 2000, INC.
By: /S/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Stanfield Carrera CLO, Ltd.
By: Stanfield Capital Partners LLC, as its
Asset Manager
By: /S/ CHRISTOPHER A. BONDY
------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
STANFIELD MODENA CLO, LTD.
By: Stanfield Capital Partners, LLC
By: /S/ CHRISTOPHER A. BONDY
------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ MEREDITH J. KOSLICK
------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ RICHARD F. KURTH
------------------------------------
Name:
Title:
By: /S/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
TRS 1 LLC
By: /S/ EDWARD SCHAFFER
------------------------------------
Name: Edward Schaffer
Title: V.P.
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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 THC, Ltd.
By: /S/ SUZANNE SMITH
------------------------------------
Name: Suzanne Smith
Title: Attorney-in-Fact
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
VAN KAMPEN SENIOR LOAN FUND
By: Van Kampen Investment Advisory Corp.
By: /S/ CHRISTINA JAMIESON
------------------------------------
Name: Christina Jamieson
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /S/ CHRISTINA JAMIESON
------------------------------------
Name: Christina Jamieson
Title: Executive Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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/ RICHARD F. KURTH
------------------------------------
Name: Richard F. Kurth
Title: Senior Vice President
By: /S/ JONATHAN R. INSULL
------------------------------------
Name: Jonathan R. Insull
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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: /S/ M.G. REGAN
------------------------------------
Name: M.G. Regan
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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: /S/ M.G. REGAN
------------------------------------
Name: M.G. Regan
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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: /S/ M.G. REGAN
------------------------------------
Name: M.G. Regan
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Wind River CLO I Ltd.
By: McDonnell Investment Management, LLC,
as Manager
By: /S/ BRIAN W. GOOD
------------------------------------
Name: Brian W. Good
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
Windsor Loan Funding, Limited
By: Stanfield Capital Partners LLC as its
Investment Manager
By: /S/ CHRISTOPHER A. BONDY
------------------------------------
Name: Christopher A. Bondy
Title: Partner
SIGNATURE PAGE TO AMENDMENT NO. 2 AND
WAIVER DATED AS OF NOVEMBER 19, 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:
XL Re Ltd.
By: Stanfield Capital Partners LLC as its
Collateral Manager
By: /S/ CHRISTOPHER A. BONDY
------------------------------------
Name: Christopher A. Bondy
Title: Partner