<PAGE>
AMENDMENT NO. 1 dated as of May 10, 2000 to the Credit Agreement
dated as of January 28, 1999 (the "Credit Agreement"), among New World Pasta
----------------
Company, a Delaware corporation (the "Borrower"), the various financial
--------
institutions parties thereto (the "Lenders"), Morgan Stanley Senior Funding,
-------
Inc., as Syndication Agent, and The Bank of Nova Scotia, as Lead Arranger and
the Administrative Agent (the "Administrative Agent").
--------------------
W I T N E S S E T H :
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement;
and
WHEREAS, the Borrower, the Lenders and the Administrative Agent have
entered into the Credit Agreement; and
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
willing, on the terms and subject to the conditions set forth below, to amend
certain provisions of the Credit Agreement (the Credit Agreement, after giving
effect to the amendments contained herein, being referred to as the "Amended
-------
Credit Agreement");
----------------
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein, the parties hereto agree as follows:
ARTICLE I.
SECTION 1.1 Definitions; References. Unless otherwise specifically
-----------------------
defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement.
SECTION 1.2. Effectiveness. The Borrower and the Administrative
-------------
Agent agree that the following amendments and waivers in this Article I to the
Credit Agreement shall become effective on the First Amendment Effective Date
(as defined below).
SECTION 1.3. Amendments to Section 1.1
-------------------------
(a) Section 1.1 of the Credit Agreement is amended by deleting
subsection (b) of the definition of "Applicable Margin" and by substituting in
lieu thereof the following:
"(b) with respect to the unpaid principal amount of each Revolving
Loan and each Term-A Loan maintained as a LIBO Rate Loan, the applicable
percentage per annum set forth below under the column entitled "Applicable
Margin for LIBO Rate Loans":
For Revolving Loans and Term-A Loans:
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<PAGE>
--------------------------------------------------------------------------------
Applicable Applicable
Debt to EBITDA Ratio Margin for Base Margin for LIBO
Rate Loans Rate Loans
--------------------------------------------------------------------------------
(greater than) 5.75:1 2.50% 3.50%
--------------------------------------------------------------------------------
(greater than) 5.00:1 but
(less than or equal to) 5.75:1 2.25% 3.25%
--------------------------------------------------------------------------------
(greater than) 4.50:1 but
(less than or equal to) 5.00:1 2.00% 3.00%
--------------------------------------------------------------------------------
(greater than) 4.00:1 but
(less than or equal to) 4.50:1 1.75% 2.75%
--------------------------------------------------------------------------------
(greater than or equal to) 4.00:1 1.50% 2.50%"
--------------------------------------------------------------------------------
(b) Section 1.1 of the Credit Agreement is amended by deleting
subsection (d) of the definition of "Applicable Margin" and by substituting in
lieu thereof the following:
"(d) with respect to the unpaid principal amount of each Term-B Loan
maintained as a LIBO Rate Loan 4.00% per annum and with respect to the unpaid
principal amount of each Term B Loan maintained as a Base Rate Loan 3.00% per
annum.
Except as provided above, the Debt to EBITDA Ratio used to compute the
Applicable Margin for Revolving Loans and Term Loans shall be the Debt to EBITDA
Ratio set forth in the Compliance Certificate most recently delivered by the
Borrower to the Administrative Agent pursuant to clause (d) of Section 7.1.1;
---------- -------------
changes in the Applicable Margin for Revolving Loans and Term Loans resulting
from a change in the Debt to EBITDA Ratio shall become effective upon delivery
by the Borrower to the Administrative Agent of a new Compliance Certificate
pursuant to clause (d) of Section 7.1.1. If the Borrower shall fail to deliver a
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Compliance Certificate within the number of days after the end of any Fiscal
Quarter as required pursuant to clause (d) of Section 7.1.1 (without giving
---------- -------------
effect to any grace period), the Applicable Margin for Revolving Loans and Term
Loans from and including the first day after the date on which such Compliance
Certificate was required to be delivered to but not including the date the
Borrower delivers to the Administrative Agent a Compliance Certificate shall
conclusively equal the highest Applicable Margin for Revolving Loans and Term
Loans set forth above. After such delivery, the Applicable Margins shall be
determined as provided above.
(c) Section 1.1 of the Credit Agreement is amended by inserting or
replacing the following definitions in appropriate alphabetical order in Section
1.1:
"'First Amendment Effective Date' means the date on
------------------------------
which the First Amendment, dated as of May 10, 2000, to this Credit
Agreement became effective."
2
<PAGE>
"'Revolving Loan Commitment Amount' means, on any date
--------------------------------
prior to the First Amendment Effective Date, $50,000,000 and on each
date on or after the First Amendment Effective Date, $20,000,000, in
each case, as such amount may be reduced from time to time pursuant
to Section 2.2."
------------
"'Senior Debt to EBITDA Ratio' means, as of the last day
---------------------------
of any Fiscal Quarter, the ratio of
(a) Senior Debt outstanding on the last day of such
Fiscal Quarter
to
--
(b) EBITDA computed for the period consisting of such
Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters."
"'Senior Debt' means all Debt other than the Senior
-----------
Subordinated High Yield Notes.
"'Total Debt to EBITDA Ratio' means, as of the last day
--------------------------
of any Fiscal Quarter, the ratio of
(a) Debt outstanding on the last day of such Fiscal
Quarter
to
--
(b) EBITDA computed for the period consisting of such
Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters."
SECTION 1.4 Amendments to Section 7.2.2. Section 7.2.2. is amended
---------------------------
by adding the following sentence at the end thereof:
"In addition, no Indebtedness otherwise permitted by clause (d), (f)
as such clause relates to Loans made by the borrower to its Subsidiaries) or (k)
may be incurred during the period commencing April 28, 2000 and ending March 31,
2002."
SECTION 1.5. Amendments to Section 7.2.4. Section 7.2.4 is amended
---------------------------
and restated in its entirety to read as follows:
"SECTION 7.2.4. Financial Condition. (a) Senior Debt to EBITDA
------------------- ---------------------
Ratio. The Borrower will not permit the Senior Debt to EBITDA Ratio as of the
-----
end of any Fiscal Quarter set forth below to be greater than the ratio set forth
opposite such date:
3
<PAGE>
Senior Debt to
Fiscal Quarter End EBITDA Ratio
------------------ ------------
June 30, 2001 2.75
September 30, 2001 2.75
December 31, 2001 2.75
March 31, 2002 2.50
June 30, 2002 2.50
September 30, 2002 2.25
December 31, 2002 2.25
(b) Interest Coverage Ratio. The Borrower will not permit the
-----------------------
Interest Coverage Ratio as of the end of any Fiscal Quarter to be set forth
below to be less than the ratio set forth opposite such date:
Interest
Fiscal Quarter End Coverage Ratio
------------------ --------------
March 31, 2003 3.00
Each Fiscal Quarter thereafter 3.00
(c) Fixed Charge Coverage Ratio. The Borrower will not permit the
---------------------------
Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter set forth below
to be less than the ratio set forth opposite such date:
Fixed Charge
Fiscal Quarter End Coverage Ratio
------------------ --------------
June 30, 2001 1.05
September 30, 2001 1.05
December 31, 2001 1.05
March 31, 2002 1.10
June 30, 2002 1.10
September 30, 2002 1.10
December 31, 2002 1.10
March 31, 2003 1.75
June 30, 2003 1.75
September 30, 2003 1.75
December 31, 2003 2.00
March 31, 2004 2.00
June 30, 2004 2.00
September 30, 2004 2.00
4
<PAGE>
December 31, 2004 2.00
Each Fiscal Quarter thereafter 0.40
(d) Total Debt to EBITDA Ratio. The Borrower will not permit the
--------------------------
Total Debt to EBITDA Ratio as of the end of any Fiscal Quarter set forth below
to be greater than the ratio set forth opposite such date:
Total Debt to
Fiscal Quarter End EBITDA Ratio
------------------ ------------
March 31, 2002 5.25
June 30, 2002 5.25
September 30, 2002 5.00
December 31, 2002 5.00
March 31, 2003 3.75
June 30, 2003 3.75
September 30, 2003 3.75
December 31, 2003 3.75
Each Fiscal Quarter thereafter 3.00
(e) Minimum EBITDA. The Borrower will not permit EBITDA for the four
--------------
quarters ended on the date set forth below to be less than the amount set forth
below opposite such date:
Four Quarters Ended Minimum EBITDA
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June 30, 2000 [Confidential
September 30, 2000 Treatment Requested By New
December 31, 2000 World Pasta
March 31, 2001 Company]
SECTION 1.6. Amendments to Section 7.2.5. Section 7.2.5 is amended
---------------------------
by amending and restating clause (o) thereof in its entirety to read as follows:
"(o) no Investment otherwise permitted by clause
------
(f)(ii), (g) or (h) shall be permitted to be made if, immediately
-------------------
before or after giving effect thereto, any Default shall have
occurred and be continuing or at any time during the period
commencing April 28, 2000 and ending March 31, 2002."
SECTION 1.7. Amendments to Section 7.2.6. Section 7.2.6 is amended
---------------------------
by amending clause (d) thereof by adding the following sentence at the end
thereof:
"Notwithstanding the foregoing, the Borrower shall not be permitted to
make any Restricted Payment or take any other action otherwise
permitted to be made or taken pursuant to clause (d) during the period
commencing April 28, 2000 and ending March 31, 2002."
5
<PAGE>
SECTION 1.8. Waiver of Compliance with Section 7.2.4. The Lenders
---------------------------------------
hereby waive any noncompliance with the provisions of Section 7.2.4 through
April 2, 2000.
SECTION 1.9. Amendments to Section 7.2.7. Section 7.2.7. is amended
---------------------------
by amending clause (a) thereof by adding the following sentence at the end
thereof:
"Notwithstanding the foregoing, the excess amount of Capital
Expenditures permitted to be carried forward in the Fiscal Year 2000 may not
exceed $5,000,000."
ARTICLE II.
AMENDMENT FEE; CONDITIONS TO EFFECTIVENESS
Section 2.1. Amendment Fee. The Borrower agrees to pay to each
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Lender consenting to this Amendment on or before the First Amendment Effective
Date an amendment fee equal to 0.50% of outstanding principal amount of all
outstanding Term Loans plus 0.50% of the Revolving Loan Commitment Amount
(computed after giving effect to this Amendment) of such Lender (the "Amendment
Fee"). Such fee shall be fully earned and nonrefundable upon the First Amendment
Effective Date. The Borrower shall pay the Amendment Fee to the Administrative
Agent on the First Amendment Effective Date for the benefit of such consenting
Lenders.
Section 2.2. Amendment Effective Date. This Amendment, and the
------------------------
waivers and amendments contained herein shall be and become effective on the
date (the "First Amendment Effective Date") when each of the conditions set
------------------------------
forth in this Article II shall have been fulfilled to the satisfaction of the
----------
Administrative Agent:
(a) Execution of Counterparts. The Administrative Agent shall have
-------------------------
received counterparts of this Amendment, duly executed by and delivered on
behalf of (i) the Borrower, (ii) the Required Lenders and (iii) Lenders holding
at least 51% of the aggregate outstanding principal amount of the Revolving
Loans or, if no Revolving Loans are outstanding, at least 51% of the Revolving
Loan Commitments.
(b) Fees and Expenses. The Administrative Agent shall have received
-----------------
the Amendment Fee and all fees and expenses due and payable pursuant to Section
-------
10.3 and pursuant to the Credit Agreement (including all previously invoiced
----
fees and expenses).
(c) Deadline. The foregoing conditions in this Section 2.2 shall
--------
have been satisfied on or before May 15, 2000.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Representations and Warranties. In order to induce the
------------------------------
Lenders and the Administrative Agent to enter into this Amendment, the Borrower,
hereby represents and warrants to each Agent and each Lender, as of the date
hereof and as of the First Amendment Effective Date, as follows:
6
<PAGE>
(a) Good Standing and Power. The Borrower is duly organized, validly
-----------------------
existing and in good standing under the laws of the State of Delaware.
(b) Corporate Authority. The Borrower has full corporate power and
-------------------
authority to execute, deliver and perform this Amendment and the Amended Credit
Agreement and to incur the obligations provided for herein and therein, all of
which have been duly authorized by all proper and necessary corporate action. No
consent or approval of stockholders is required as a condition to the validity
or performance or the exercise by the Administrative Agent of any of its rights
or remedies under the Amended Credit Agreement.
(c) Authorizations. All authorizations, consents, approvals,
--------------
registrations, notices, exemptions and licenses with or from governmental
authorities and other persons, if any, which are necessary for the execution and
delivery of this Amendment, the performance by the Borrower of its obligations
hereunder and under the Amended Credit Agreement and the exercise by the
Administrative Agent of its rights and remedies hereunder and thereunder, have
been effected or obtained and are in full force and effect.
(d) Binding Agreements. This Amendment and the Amended Credit
------------------
Agreement constitute the valid and legally binding obligations of the Borrower
enforceable in accordance with their terms subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors rights and to general equity
principles.
(e) No Conflicts. There is no statute, regulation, rule, order or
------------
judgment, and no provision of any agreement or instrument binding on the
Borrower or affecting its properties and no provision of the certificate of
incorporation or by-laws of the Borrower, which would prohibit, conflict with or
in any way prevent the execution, delivery, or performance of the terms of this
Amendment or the Amended Credit Agreement or the incurrence of the obligations
provided for herein and therein, or result in or require the creation or
imposition of any lien, security interest or other encumbrance (other than in
favor of the Administrative Agent) on any of the Borrower's properties as a
consequence of the execution, delivery and performance of this Amendment or the
Amended Credit Agreement or the transactions contemplated hereby and thereby.
(f) No Default. As of the date hereof, and after giving effect to
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this Amendment, there does not exist any Event of Default or event which, upon
the giving of notice or lapse of time or both, would constitute an Event of
Default.
ARTICLE IV.
MISCELLANEOUS
SECTION 4.1. Full Force and Effect; Limited Amendment. Except as
----------------------------------------
expressly modified hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement and the Notes
shall remain unamended and unwaived and shall continue to be, and shall remain,
in full force and effect in accordance with their respective terms. The
amendments set forth herein shall be limited precisely as provided for herein to
the provisions expressly amended herein and shall not be deemed to be a waiver
to, consent to or
7
<PAGE>
modification of any other term or provision of the Credit Agreement or any Note
or of any transaction or further or future action on the part of the which would
require the consent of the Lenders under the Credit Agreement.
SECTION 4.2. Loan Document Pursuant to Credit Agreement. This
------------------------------------------
Amendment is executed pursuant to the Credit Agreement and shall be construed,
administered and applied in accordance with all of the terms and provisions of
the Credit Agreement (and, following the Amendment Effective Date, the Amended
Credit Agreement). Any breach of any representation or warranty or covenant or
agreement contained in this Amendment shall be deemed to be an Event of Default
for all purposes of the Amended Credit Agreement.
SECTION 4.3. Fees and Expenses. The Borrower shall pay all
-----------------
reasonable out-of-pocket expenses incurred by the Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment and the
documents and transactions contemplated hereby.
SECTION 4.4. Headings. The various headings of this Amendment are
--------
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.
SECTION 4.5. Execution in Counterparts. This Amendment may be
-------------------------
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
SECTION 4.6. Cross-References. References in this Amendment to any
----------------
Article or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.
SECTION 4.7. Successors and Assigns. This Amendment shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 4.8. GOVERNING LAW. THIS WAIVER SHALL BE DEEMED TO BE A
-------------
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
NEW WORLD PASTA COMPANY
By: /s/ Mark E. Kimmel
-------------------------------
Name: Mark E. Kimmel
Title: VP and General Counsel
THE BANK OF NOVA SCOTIA, as
Lead Arranger, Administrative Agent and
Letter of Credit Issuer
By: /s/ Todd S. Meller
-------------------------------
Name: Todd S. Meller
Title: Managing Director
<PAGE>
LENDERS:
THE BANK OF NOVA SCOTIA
By: /s/ Todd S. Meller
-------------------------------------
Name: Todd S. Meller
Title: Managing Director
MORGAN STANLEY SENIOR FUNDING, INC.
By: /s/ Henry F. D'Alessandro
-------------------------------------
Name: Henry F. D'Alessandro
Title: Principal
THE BANK OF NEW YORK
By:
-------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ARES III CLO Ltd.
By: Ares
By: /s/ David A. Sachs.
-------------------------------------
Name: David A. Sachs
Title: Vice President
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. Jerome McDermott
-------------------------------------
Name: W. Jerome McDermott
Title: Duly Authorized Signatory
HARRIS TRUST AND SAVINGS BANK
By: /s/ Karen L. Knudsen
-------------------------------------
Name: Karen L. Knudsen
Title: Vice President
KEY BANK
By: /s/ Jay R. McKenney
-------------------------------------
Name: Jay R. McKenney
Title: Vice President
BLACK DIAMOND CLO 1998-1 Ltd.
By: BLACK DIAMOND
By: /s/ John H. Cullinane
-------------------------------------
Name: John H. Cullinane
Title: Director
WELLS FARGO BANK, N.A.
By: /s/ Michael T. McGroarty
-------------------------------------
Name: Michael T. McGroarty
Title: V.P.
<PAGE>
WINGED FOOT FUNDING TRUST
By: CONSECO
By: /s/ Ashley R. Hamilton
-------------------------------------
Name: Ashley R. Hamilton
Title: Authorized Agent
EATON VANCE INSTITUTION SENIOR LOAN
FUND
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
<PAGE>
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH AS INVESTMENT ADVISOR
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
FIRST DOMINION FUNDING III
By:
By: /s/ Andrew H. Marshak
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FLEET NATIONAL BANK
By: /s/ Thomas J. Mahoney
-------------------------------------
Name: Thomas J. Mahoney
Title: Vice President
FOOTHILL CAPITAL CORP.
By: /s/ Jeff Nikora
-------------------------------------
Name: Jeff Nikora
Title:
FRANKLIN FLOATING RATE TRUST
By: -------------------------------------
Name:
Title:
<PAGE>
KZH WATERSIDE LLC
By: /s/ Peter Chin
-------------------------------------
Name: Peter Chin
Title: Authorized Agent
FLOATING RATE PORTFOLIO
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as attorney-in-fact
By: /s/ Anne M. McCarthy
-------------------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
PERSEUS CDO I, LIMITED
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Steven J. Katz
-------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Steven J. Katz
-------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
<PAGE>
ELC (Cayman) Ltd.
By: /s/ E. A. Kratzman, III
-------------------------------------
Name: E. A. Kratzman, III
Title: Managing Director
FREMONT INVESTMENT AND LOAN
By: /s/ Maureen Nunnari
-------------------------------------
Name: Maureen Nunnari
Title: V.P.
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED
By: INDOSUEZ CAPITAL
By: /s/ Melissa Marano
-------------------------------------
Name: Melissa Marano
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: INDOSUEZ CAPITAL
By: /s/ Melissa Marano
-------------------------------------
Name: Melissa Marano
Title: Vice President
STEIN ROE & FARNHAM CLO 1 Ltd.
By Stein roe & Farnham Incorporated,
As Portfolio Manager
By: /s/ James R. Fellows
-------------------------------------
Name: James R. Fellows
Title: Vice President
<PAGE>
AVALON CAPITAL Ltd.
By: INVESCO Senior Secured Management Inc.,
as portfolio Advisor
By: /s/ Anne M. McCarthy
-------------------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
PPM AMERICA, INC., as attorney in fact,
on behalf of Jackson National Life Insurance
Company
By: /s/ John Walding
-------------------------------------
Name: John Walding
Title: Managing Director
TRAVELERS PRIVATE PLACEMENT
By:
-------------------------------------
Name:
Title:
KZH SOLEIL - 2 LLC
By: /s/ Peter Chin
-------------------------------------
Name: Peter Chin
Title: Authorized Agent
MOUNTAIN CAPITAL CLO I, Ltd.
By: MOUNTAIN CAPITAL
By: /s/ Darren P. Riley
-------------------------------------
Name: Darren P. Riley
Title: Director
<PAGE>
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, Ltd.
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By: /s/ Anne M. McCarthy
-------------------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
TRAVELERS CORPORATE LOAN FUND INC.
By:
-------------------------------------
Name:
Title:
KZH SOLEIL LLC
By: /s/ Peter Chin
-------------------------------------
Name: Peter Chin
Title: Authorized Agent
VAN KAMPEN CLO II, LIMITED
By: VAN KAPMEN, MANAGEMENT INC., as
Collateral Manager
By: /s/ Darvin D. Pierce
-------------------------------------
Name: Darvin D. Pierce
Title: Vice President
VAN KAPMEN PRIME RATE INCOME TRUST
By: VAN KAPMEN INVESTMENT ADVISORY CORP.
By: /s/ Darvin D. Pierce
-------------------------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
GALAXY CLO 1999 - 1, LTD.
By: SAI INVESTMENT ADVISER, INC.
it's Collateral Manager
By: /s/ Sabyr Moini
-------------------------------------
Name:
Title:
<PAGE>
The undersigned each hereby expressly (i) acknowledges the terms of
the foregoing Amendment, (ii) ratifies and affirms its obligations under the
Loan Documents (as defined in the Credit Agreement, including guarantees,
security agreements and pledge agreements) executed and delivered by the
undersigned in favor of the Agent for the benefit of the Lenders, and (iii)
acknowledges, renews and extends its continued liability under all such Loan
Documents and agrees such Loan Documents remain in full force and effect,
including with respect to the obligations of the Borrower as modified by the
foregoing Amendment.
PASTA GROUP, LLC
By: /s/ Mark E. Kimmel
-------------------------------------
Name: Mark E. Kimmel
Title: Secretary
WINCHESTER PASTA, LLC
By: /s/ Mark E. Kimmel
-------------------------------------
Name: Mark E. Kimmel
Title: Secretary
NEW WORLD PASTA LLC
By: /s/ Brett Milgrim
-------------------------------------
Name: Brett Milgrim
Title: Vice President
By: /s/ David Ying
-------------------------------------
Name: David Ying
Title: Chairman, CEO and President
