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Exhibit 4.14
Amendment
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to
Securityholders Agreement
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This Amendment is made as of this 19th day of September, 2000 by and among
Aurora Foods Inc. (the "Company"), Fenway Partners Capital Fund, L.P., Fenway
Partners Capital Fund II, L.P., FPIP LLC, FPIP Trust, LLC (collectively
"Fenway"), McCown DeLeeuw & Co. III, L.P., McCown DeLeeuw & Co. III (Europe),
L.P., McCown DeLeeuw & Co. III (Asia), L.P., Gamma Fund LLC, McCown DeLeeuw &
Co. IV, L.P., McCown DeLeeuw & Co. IV Associates, L.P., Delta Fund LLC
(collectively, "MDC"), UBS Capital LLC ("UBS") and Gloriande (Luxemberg)
S.A.R.L., an affiliate of Tiger Oats Limited ("Tiger")
The parties agree as follows:
1. Securityholders Agreement; Definitions. This Amendment amends the
Securityholders Agreement dated as of April 8, 1998 among the parties named
therein, as amended on June 30, 1999 and February 18, 2000 (as in effect prior
to giving effect to this Amendment, the "Securityholders Agreement"). Terms
defined in the Securityholders Agreement as amended hereby (the "Amended
Securityholders Agreement") and not otherwise defined herein are used with the
meanings so defined.
2. Amendments to Securityholders Agreement. The Securityholders Agreement
is hereby amended as follows:
2.1. Amendment of Section 6.3.1(a). Section 6.3.1(a) of the
Securityholders Agreement is hereby amended to read in its entirety as follows:
(a) first, shares, other than Registrable Securities, requested
to be included in such registration by shareholders shall be
excluded, provided, however, that, in the event of a demand
registration requested by holders of Consent Shares pursuant
to registration rights granted by the Company to the holders
of the Consent Shares:
(i) first, all shares other than Consent Shares and
Registrable Securities shall be excluded;
(ii) second, Registrable Securities shall be excluded in
the manner provided in subsection (b) below;
(iii) third, if, despite the exclusion of all Registrable
Securities and all shares other than Consent Shares,
a limitation on the number of shares is still
required, Consent Shares shall be excluded in
accordance with the provisions of the
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registration rights granted by the
Company to the holders of the Consent Shares;
2.2. Amendment of Section 11.2. Section 11.2 of the Securityholders
Agreement is hereby amended by changing the following definitions to read
in their entirety as follows:
"Consent Shares" shall mean all shares issued pursuant to the
Consent Solicitation Statement of the Company dated as of August
31, 2000, as may be amended from time to time.
"Fenway" shall mean Fenway Capital Partners Fund, L.P., a
Delaware limited partnership and any of its Affiliates (including
FPIP LLC and FPIP Trust LLC), which hold directly or indirectly
interests in MBW LLC or VDK LLC or securities received in respect
thereof, and Fenway Capital Partners Fund II, L.P., a Delaware
limited partnership.
"MDC" shall mean collectively, McCown DeLeeuw & Co. III, L.P., a
California limited partnership, McCown DeLeeuw & Co. III
(Europe), L.P., a Bermuda limited partnership, McCown DeLeeuw &
Co. III (Asia), L.P., a Bermuda limited partnership, Gamma Fund
LLC, a California limited liability company, McCown DeLeeuw &
Co. IV, L.P., a California limited partnership, Delta Fund LLC, a
California limited liability company, and McCown DeLeeuw & Co. IV
Associates, L.P., a Bermuda limited partnership.
"Registrable Securities" shall mean (i) all shares of Common
Stock or other securities of the Public Company held by any party
hereto as a result of such party's interest in New LLC, MBW LLC
or VDK LLC other than Management Securities, (ii) Management
Securities, (iii) all shares of Common Stock issuable upon
conversion of the Series A Preferred Stock of the Company issued
pursuant to the Securities Purchase Agreement dated as of
September 8, 2000 by and among the Company and the Purchasers
listed on Schedule A thereto (the "Purchasers"), and all shares
of Common Stock issuable to the Purchasers upon conversion of the
Series A Preferred Stock of the Company issued as dividends to
the Purchasers, and (iv) all shares of Common Stock or other
securities directly or indirectly issued or issuable with respect
to the securities referred to in clauses (i), (ii) and (iii)
above by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger,
consolidation, incorporation of a limited liability company or
other reorganization, other than securities transferred pursuant
to Sections 3.2 or 3.3 hereof. As
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to any particular Registrable Securities, such shares shall cease
to be Registrable Securities when (a) a registration statement
with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement,
(b) such securities shall have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the
Securities Act, (c) for purposes of Sections 6.1 and 6.2, with
respect to any Registrable Securities that any holder and its
Affiliates shall otherwise be entitled to include in a
registration statement pursuant to Sections 6.1 or 6.2, when such
securities may be distributed without volume limitation or other
restrictions on transfer under Rule 144 (including without
application of paragraphs (c), (e) (f) and (h) of Rule 144),
provided that this clause (c) shall have no applicability if such
securities represent more than 2% of the outstanding Common Stock
of the Public Company, or (d) such securities shall have ceased
to be outstanding.
3. General. The Amended Securityholders Agreement is hereby confirmed as
being in full force and effect. This Amendment and the Amended Securityholders
Agreement constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. This Amendment may be
executed in any number of counterparts, which together shall constitute one
instrument, and shall bind and inure to the benefit of the parties and their
respective successors and assigns. This Amendment shall be governed by and
construed in accordance with the laws (other than the conflict of law rules) of
the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
AURORA FOODS INC.
By: /s/ Christopher T. Sortwell
------------------------------
Name: Christopher T. Sortwell
Title: Chief Financial Officer, Secretary
and Executive Vice President
FENWAY CAPITAL PARTNERS FUND, L.P.
By: Fenway Partners, L.P., its General Partner
By: Fenway Partners Management, Inc. its
General Partner
By:
------------------------------
Name:
Title:
FPIP LLC
By: Fenway Partners, Inc., its Manager
By:
------------------------------
Name:
Title:
FPIP TRUST, LLC
By: Fenway Partners, Inc., its Manager
By:
------------------------------
Name
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
AURORA FOODS INC.
By:
------------------------------
Name:
Title:
FENWAY CAPITAL PARTNERS FUND, L.P.
By: Fenway Partners, L.P., its General Partner
By: Fenway Partners Management, Inc. its
General Partner
By: /s/ Richard C. Dresdale
------------------------------
Name: Richard C. Dresdale
Title: President
FPIP LLC
By: Fenway Partners, Inc., its Manager
By: /s/ Richard C. Dresdale
------------------------------
Name: Richard C. Dresdale
Title: President
FPIP TRUST, LLC
By: Fenway Partners, Inc., its Manager
By: /s/ Richard C. Dresdale
------------------------------
Name Richard C. Dresdale
Title: President
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FENWAY CAPITAL PARTNERS FUND II, L.P.
By: Fenway Partners II, L.L.C.,
its General Partner
By: /s/ Richard C. Dresdale
-------------------------------
Name: Richard C. Dresdale
Title: President
McCOWN DeLEEUW & CO. III, L.P.
By: MDC Management Company III, L.P.,
its General Partner
By:
-------------------------------
Name:
Title:
McCOWN DeLEEUW & CO. III (Europe), L.P.
By: MDC Management Company III, L.P.,
its General Partner
By:
-------------------------------
Name:
Title:
McCOWN DeLEEUW & CO. III (Asia), L.P.
By: MDC Management Company IIIA, L.P.,
its General Partner
By:
-------------------------------
Name:
Title:
GAMMA FUND LLC
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FENWAY CAPITAL PARTNERS FUND II, L.P.
By: Fenway Partners II, L.L.C.,
its General Partner
By:
-------------------------------
Name:
Title:
McCOWN DeLEEUW & CO. III, L.P.
By: MDC Management Company III, L.P.,
its General Partner
By: /s/ David DeLeeuw
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Name: David DeLeeuw
Title: Managing Director
McCOWN DeLEEUW & CO. III (Europe), L.P.
By: MDC Management Company III, L.P.,
its General Partner
By: /s/ David DeLeeuw
-------------------------------
Name: David DeLeeuw
Title: Managing Director
McCOWN DeLEEUW & CO. III (Asia), L.P.
By: MDC Management Company IIIA, L.P.,
its General Partner
By: /s/ David DeLeeuw
-------------------------------
Name: David DeLeeuw
Title: Managing Director
GAMMA FUND LLC
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By: /s/ David DeLeeuw
------------------------
Name: David DeLeeuw
Title: Managing Member
McCOWN DeLEEUW & CO. IV, L.P.
By: MDC Management Company IV, L.P.
its General Partner
By: /s/ David DeLeeuw
------------------------
Name: David DeLeeuw
Title: Managing Director
DELTA FUND LLC
By: /s/ David DeLeeuw
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Name: David DeLeeuw
Title: Managing Member
McCOWN DeLEEUW & CO. IV
ASSOCIATES, L.P.
By: /s/ David DeLeeuw
------------------------
Name: David DeLeeuw
Title: Managing Director
UBS CAPITAL LLC
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title:
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By: _________________________
Name:
Title:
McCOWN DeLEEUW & CO. IV, L.P.
By: MDC Management Company IV, L.P.
its General Partner
By:
------------------------
Name:
Title:
DELTA FUND LLC
By:
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Name:
Title:
McCOWN DeLEEUW & CO. IV ASSOCIATES, L.P.
By:
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Name:
Title:
UBS CAPITAL LLC
By: /s/ Marc Unzi
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Name: Marc Unzi
Title: Attorney-in-fact
By: /s/ Michael Greene
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Name: Michael Greene
Title: Attorney-in-fact
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GLORIANDE (LUXEMBOURG) S.A.R.L.
By: Dan W.M. Esdele
------------------------
Name: I.W.M.
Title: Director
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