<PAGE>   1
                                                                  EXHIBIT 10.19

Date:    December 23, 1999

Amendment to Irrevocable Standby Credit Number:   7320476
Applicant Reference Number:  Heico Tom's Food

Amendment Number 5

         Beneficiary                                     Applicant
                                                   Pettibone Corporation
                                                   4225 Naperville Road
Nestle UK Ltd.                                     Lisle, IL  60532
St. George's House

Croydon, Surrey CR9 1NR, England
Attn:  Nigel Roffey/Nigel Green


This Amendment is to be considered an integral part of the above-mentioned
Letter of Credit issued on February 26, 1997 and amended on December 23, 1997
and must be attached thereto.

The above-mentioned Letter of Credit is amended as follows:

The Letter of Credit No. C7320476 is amended to read 7320476.

"Expiration" and "Stated Expiry Date" are each amended to:  December 31, 2004.

Attachment (1) (Certificate of Demand For Payment), the second option for
Section (B) is deleted in its entirety and replaced by the following words:

         "(B) The Beneficiary is making a demand for payment in lawful money of
         the United States of America under the Letter of Credit in the amount
         of $______________, which is the entire stated amount of the Letter of
         Credit as in effect on the date hereof, following the account party's
         failure to provide the Beneficiary on or before December 1, 2004, with
         an Irrevocable Letter of Credit expiring October 1, 2009 or an
         unconditional guarantee, in each case in form and substance
         satisfactory to the Beneficiary (effective on or before the
         termination of the Letter of Credit) from a satisfactory bank (as
         defined in Section 6.05 of the Stock Purchase Agreement dated as of
         April 26, 1988 between Rowntree Inc. and TF Acquisition Corporation)
         discharging the Beneficiary from, or indemnifying the Beneficiary with
         respect to its obligations under that certain guarantee, dated July
         12, 1983, by the Beneficiary in favor of General Mills, Inc. or CPG
         Products Corp. the date of this Demand For Payment shall not be on or
         prior to December 1, 2004."


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Section (C) of Attachment (1) (Certificate of Demand for Payment) is hereby
deleted entirely and Section "(D)" is re-named "(C)" and Section "(E)" is
re-named "(D)".

If you agree to the above, please sign and return the enclosed copy of this
letter to us. This Amendment will take effect upon your transmission of a copy
of this Amendment, signed by you, by facsimile to our office at 231 South
LaSalle Street, IL1-231-17-00, Fax Number 312-974-0142. Upon receipt by us of
such copy, we shall forthwith courier to you the original executed Amendment.

For and on behalf of Bank of America, N.A.



----------------------------------           ----------------------------------
Authorized Signature                         Authorized Signature


We agree to the above

NESTLE UK LIMITED



By
  --------------------------------
       Authorized Signature


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Date:    December 23, 1999

Amendment to Irrevocable Standby Credit Number 7319993

Amendment Number  5

         Beneficiary                                    Applicant
                                              Allstate Insurance Company
Nestle UK Ltd.                                3075 Sanders Road
St. George's House                            Suite G5D
                                              Northbrook, Illinois  60062-7127
Croydon, Surrey CR9 1NR, England
Attn:  Nigel Roffey/Nigel Green



This Amendment is to be considered an integral part of the above-mentioned
Letter of Credit issued on February 26, 1997 and amended on December 15, 1998
and must be attached thereto.

The above-mentioned Letter of Credit is amended as follows:

The Letter of Credit No. C7319993 is amended to read 7319993.

"Expiration" and "Stated Expiry Date" are each amended to:  December 31, 2004.

Attachment (1) (Certificate of Demand for Payment), the second option for
Section (B) is deleted in its entirety and replaced by the following words:

         "(B) the Beneficiary is making a demand for payment in lawful money of
         the United States of America under the Letter of Credit in the amount
         of $_______________, which is the entire stated amount of the Letter
         of Credit as in effect on the date hereof, following the Account
         Party's failure to provide the Beneficiary on or before December 1,
         2004, with an Irrevocable Letter of Credit expiring October 1, 2009 or
         an unconditional guarantee, in each case in form and substance
         satisfactory to the Beneficiary (effective on or before the
         termination of the Letter of Credit) from a satisfactory bank (as
         defined in Section 6.05 of the Stock Purchase Agreement dated as of
         April 26, 1988 between Rowntree, Inc. and TF Acquisition Corporation)
         discharging the Beneficiary from, or indemnifying the Beneficiary with
         respect to its obligations under that certain guarantee, dated July
         12, 1983, by the Beneficiary in favour of General Mills, Inc. or CPG
         Products Corporation the date of this Demand for Payment shall not be
         on or prior to December 1, 2004."

Section (C) of Attachment (1) (Certificate of Demand for Payment) is hereby
deleted entirely, and Section "(D)" is re-named "(C)" and Section "(E)" is
re-named "(D)".


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If you agree to the above, please sign and return the enclosed copy of this
letter to us. This Amendment will take effect upon your transmission of a copy
of this Amendment, signed by you, by facsimile to our office at 231 South
LaSalle Street, IL1-231-17-00, fax number 312-974-0142. Upon receipt by us of
such copy, we shall forthwith courier to you the original executed Amendment.

For and on behalf of Bank of America, N.A.



----------------------------------           ----------------------------------
Authorized Signature                         Authorized Signature


We agree to the above
NESTLE UK LIMITED



By
  --------------------------------
         Authorized Signature


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<PAGE>   5

AMENDMENT TO IRREVOCABLE STANDBY LETTER OF CREDIT NO. N-97-0095


BENEFICIARY:                            APPLICANT:

NESTLE UK LTD.                          TCW SHARED OPPORTUNITY FUND II, L.P.
ST. GEORGE HOUSE                        TRUST COMPANY OF THE WEST
CROYDON                                 11100 SANTA MONICA BLVD., SUITE 2000
SURREY CR9 1NR                          LOS ANGELES, CA  90025
ENGLAND

ATTN: MR. NIGEL ROFFEY/
      MR. NIGEL GREEN



EFFECTIVE:  DECEMBER 23, 1999

THIS AMENDMENT IS TO BE CONSIDERED AN INTEGRAL PART OF THE ABOVE REFERENCED
LETTER OF CREDIT ISSUED ON FEBRUARY 27, 1997 AND AMENDED ON DECEMBER 22, 1998
AND MUST BE ATTACHED THERETO.

THE ABOVE-MENTIONED LETTER OF CREDIT IS HEREBY FURTHER AMENDED AS FOLLOWS:

1.       THE DEFINITION OF "STATED EXPIRY DATE" IS HEREBY DELETED ENTIRELY AND
         REPLACED WITH THE FOLLOWING: "STATED EXPIRY DATE MEANS OCTOBER 1,
         2009.

2.       ATTACHMENT (1) (CERTIFICATE OF DEMAND FOR PAYMENT), THE SECOND OPTION
         FOR SECTION (B) IS DELETED ENTIRELY AND REPLACED BY THE FOLLOWING
         WORDS:

"(B)"    THE BENEFICIARY IS MAKING A DEMAND FOR PAYMENT IN LAWFUL MONEY OF THE
         UNITED STATES OF AMERICA UNDER THE LETTER OF CREDIT IN THE AMOUNT OF
         __________, WHICH IS THE ENTIRE STATED AMOUNT OF THE LETTER OF CREDIT
         AS IN EFFECT ON THE DATE HEREOF, FOLLOWING THE ACCOUNT PARTY'S FAILURE
         TO PROVIDE THE BENEFICIARY ON OR BEFORE SEPTEMBER 1, 2009 WITH AN
         IRREVOCABLE LETTER OF CREDIT OR AN UNCONDITIONAL GUARANTEE, IN EACH
         CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE BENEFICIARY (EFFECTIVE
         ON OR BEFORE THE TERMINATION OF THE LETTER OF CREDIT) FROM A
         SATISFACTORY BANK (AS DEFINED IN SECTION 6.05 OF THE STOCK PURCHASE
         AGREEMENT DATED AS OF APRIL 26, 1988 BETWEEN ROWNTREE INC, AND TF
         ACQUISITION CORPORATION) DISCHARGING THE BENEFICIARY FROM, OR
         INDEMNIFYING THE BENEFICIARY WITH RESPECT


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         TO ITS OBLIGATIONS UNDER THAT CERTAIN GUARANTEE DATED JULY 12,1983, BY
         THE BENEFICIARY IN FAVOUR OF GENERAL MILLS, INC. OR CPG PRODUCTS CORP.
         THE DATE OF THIS DEMAND FOR PAYMENT SHALL NOT BE ON OR PRIOR TO
         SEPTEMBER 1, 2009."

3.       SECTION C OF ATTACHMENT (1) (CERTIFICATE OF DEMAND FOR PAYMENT) IS
         HEREBY DELETED ENTIRELY, AND SECTION (D) IS RENAMED "C" AND SECTION
         (B) IS RENAMED "(D)."

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

IF YOU AGREE TO THE ABOVE, PLEASE SIGN AND RETURN THE ENCLOSED COPY OF THIS
LETTER OF CREDIT TO US. THIS AMENDMENT WILL TAKE EFFECT UPON YOUR TRANSMISSION
OF A COPY OF THIS AMENDMENT, SIGNED BY YOU, BY FACSIMILE TO OUR OFFICE AT TWO
PACES WEST, SUITE 1200, 2727 PACES FERRY ROAD, ATLANTA, GEORGIA 30339 FAX
NUMBER (770) 319-4950. UPON RECEIPT BY US OF SUCH COPY, WE SHALL FORTHWITH
COURIER TO YOU THE ORIGINAL EXECUTED AMENDMENT.

FOR AND ON BEHALF OF CANADIAN IMPERIAL BANK OF COMMERCE



----------------------------------               ------------------------------
COUNTERSIGNED                                AUTHORIZED SIGNATURE


WE AGREE TO THE ABOVE
NESTLE UK LTD.



BY
  --------------------------------
       AUTHORIZED SIGNATORY


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Date:    December 22, 1999

Irrevocable Standby Letter of Credit Number:  3021622


Beneficiary                                 Applicant
Nestle UK Ltd                               Gerald D. Hosier
St. George's House                          8904 Canyon Springs Drive
Croydon, Surrey CR9 1NR                     Las Vegas, NV  89117
England,
Attention:  Company Secretary


                                            Amount
                                            $2,000,000.00
                                            Two Million and No/100 U.S. Dollars

                                            Expiration
                                            December 31, 2004
                                            At Our Counters


Gentlemen:

At the request and on the instructions of our customer, Gerald D. Hosier (the
"Account Party"), we hereby establish in your favor this Irrevocable Standby
Nontransferable Letter of Credit in the original amount of USD $2,000,000.00
(Two Million United States Dollars only).

Section 1 Definitions. The following terms when used in this Letter of Credit
shall have the following meanings:

                  "Account Party" is defined in the First Paragraph.

                  "Additional Letters of Credit" shall mean each of the
         following Letters of Credit: C7320476 issued by Bank of America
         Illinois for the account of Pettibone Corporation, C7319993 issued by
         Bank of America Illinois for the account of Allstate Insurance
         Company, and N-97-0095 issued by Canadian Imperial Bank of Commerce
         for the account of TCW Shared Opportunity Fund II L.P.

                  "Authorized Officer" shall mean any of your Directors.

                  "Business Day" shall mean any day on which we are open for
         the purpose of conducting banking business at our payment office.

                  "Local Time" means "New York Time".


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                  "Payment Office" is defined in Section 2.

                  "Stated Amount" means, at any time, the original amount of
         this Letter of Credit set forth in the First Paragraph, as such amount
         has at such time been reduced in accordance with Section 4.

                  "Stated Expiry Date" means December 31, 2004, or, upon our
         advice to you at least five (5) Business days prior to such date that
         we are extending this Letter of Credit, October 1, 2009, provided,
         however, that, in the event that all the principal of, premium, if
         any, and interest on the Industrial Revenue Bonds issued pursuant to
         the Trust Indenture dated as of October 1, 1979, between the
         Industrial Development Board of the County of Knox and the First
         National Bank of Columbus and the Trust Indenture dated as of
         September 1, 1979, between Taylor County, Florida and the First
         National Bank of Columbus, shall have been paid in full prior to
         December 31, 1998, we may instead extend the Stated Expiry Date to
         September 1, 2004.

Section 2 Presentation. Funds under this Letter of Credit will be made
available to you, in lawful currency of the United States of America, against
receipt by us of your written certificate in the form of Attachment 1 hereto,
appropriately completed and signed by an authorized officer accompanied by a
photocopy of this Letter of Credit. Presentation of each such Certificate shall
be made at our office located at 333 S. Beaudry, 19th Floor, Los Angeles, CA,
90017 Attention: Standby Letter of Credit Department. (Our "Payment Office").

Section 3 Payments. Demand for payment in lawful money of the United States of
America of all or any portion of the stated amount may be made by you under
this Letter of Credit at any time during our business hours at our payment
office on any Business Day. If any such demand for payment is made by you
hereunder at or prior to 10:00 A.M. (Local Time) on a Business Day, and
provided that such demand for payment and the documents presented in connection
therewith conform to the terms and conditions hereof. Payment will be made to
you, of the amount demanded, in same day funds, at our payment office not later
than 11:00 A.M. (Local Time) on the third succeeding Business Day. If such
demand for payment is made by you hereunder after 10:00 A.M. (Local Time) on a
Business Day, and provided that such demand for payment and the documents
presented in connection therewith conform to the terms and conditions hereof,
payment shall be made to you, of the amount demanded, in same day funds, at our
payment office not later than 11:00 A.M. (Local Time), on the fourth succeeding
Business Day. If requested by you, payment under this Letter of Credit will be
made by wire transfer of same day funds to the account specified in your Demand
for Payment. If a Demand for Payment made by you hereunder does not, in any
instance, conform to the terms and conditions of this Letter of Credit, we
shall give you prompt notice that the Demand for Payment was not effected in
accordance with the terms and conditions of this Letter of Credit, stating the
reasons therefor, and that we will (subject to your further instructions) hold
any documents which have been delivered to us by you. Upon being notified that
the Demand for Payment was not effected in conformity with this Letter of
Credit, you


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may attempt to correct any such non-conforming Demand for Payment to the extent
that you are then entitled and able to do so.

Section 4 Reduction of Stated Amount. Each payment made by us hereunder shall
permanently reduce the stated amount by the amount of such payment, and no
Demand for Payment hereunder shall exceed the stated amount in effect of such
time. The stated amount of this Letter of Credit shall also be permanently
reduced from time to time upon our receipt of your certification in the form of
Attachment 2 hereto, appropriately completed and signed by an authorized
officer.

Section 5 Discharge. Only you may make a demand for payment under this Letter
of Credit. Upon the payment to you, to your designee, or to your account of the
amount demanded hereunder, we shall be fully discharged of our obligations
under this Letter of Credit to the extent of such demand for payment, and, to
the extent of such payment, we shall not thereafter be obligated to make any
further payments under this Letter of Credit. By paying to you, or to your
account any amount demanded in accordance herewith, we make no representation
as to the correctness of the amount demanded.

Section 6 Termination. Upon the earliest of:

         (A)      The making by us of the final payment available to be made
                  hereunder.

         (B)      The close of business at our payment office on the Stated
                  Expiry Date, provided that the Issuer shall honor in
                  accordance with the terms hereof any Demand for Payment made
                  on the Stated Expiry Date in compliance with the terms
                  hereof; or

         (C)      Receipt by us of a certificate signed by an authorized
                  officer stated that all obligations to which this Letter of
                  Credit relates have been terminated, paid or otherwise
                  satisfied in full.

This Letter of Credit shall automatically terminate. Upon its termination, you
shall promptly deliver this Original Letter of Credit to us for cancellation.

Section 7 Notices, Etc. Communications with respect to this Letter of Credit
shall be in writing and shall be addressed to us at our payment office,
Attention: Standby Letter of Credit, specifically referring thereon to this
Letter of Credit by number, followed by copies to the Account Party at 8904
Canyon Springs Drive, Las Vegas, NV 89117 and Tom's Foods, Inc. at 900 Eighth
Street, Columbus, GA 31902, Attention: S. Albert Gaston.

Section 8 Governing Law. This Letter of Credit shall be deemed to be a contract
under, and shall be governed by, the internal laws of the State of New York,
including Article 5 of the Uniform Commercial Code as in effect in the State of
New York (the "UCC"), provided, however, that to the extent of any
inconsistency between the terms of this Letter of Credit and the UCC, the terms
of this Letter of Credit shall govern.

Section 9 Miscellaneous. This Letter of Credit may not be transferred or
assigned, either in whole or in part. This Letter of Credit sets forth in full
our undertaking, and such undertaking shall not in


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any way be modified, amended, amplified, or limited by reference to any
document, instrument, or agreement referred to herein.

         This Letter of Credit replaces the Letter of Credit dated February 26,
1997, issued by the Chase Manhattan Bank Letter of Credit No. P-372671 which is
itself one of four letters of credit which replaced the Letter of Credit dated
August 31, 1993 issued by Canadian Imperial Bank of Commerce, Letter of Credit
Number SYN-93-10030 which itself replaced the Letter of Credit dated June 27,
1988 as amended on May 13, 1993 issued by Canadian Imperial Bank of Commerce,
Letter of Credit Number 114.88/9006.

BANK OF AMERICA, N.A.



BY:                                         BY:
   -------------------------------             -------------------------------
   Name:                                       Name:
        --------------------------                  --------------------------
   Title:                                      Title:
         -------------------------                   -------------------------


We agree to the above
NESTLE UK LIMITED



By:
   -------------------------------
       Authorized Signature


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                                  ATTACHMENT 1
                       CERTIFICATE OF DEMAND FOR PAYMENT


                                                           Date:_______________

Bank of America, N.A.
333 South Beaudry Avenue, 19th Floor
Los Angeles, CA  90017
Attention:  Standby Letter of Credit Department

Re:      Irrevocable Standby Letter of Credit No. 3021622

The undersigned, a duly authorized office of Nestle UK Ltd. (the
"Beneficiary"), hereby certifies to Bank of America, N.A. (the "Issuer") that:

         (A) Unless otherwise defined, all capitalized terms used herein have
         the meanings assigned thereto in the Irrevocable Standby Letter of
         Credit No. 3021622 (the "Letter of Credit"), dated December 22, 1999,
         issued by the Issuer on the application of Gerald D. Hosier (the
         "Account Party").

__/      (B) The Beneficiary is making a Demand for Payment in lawful money of
         the United States of America under the Letter of Credit in the amount
         of $_____________, which will be applied to payment of the obligations
         of the Beneficiary to General Mills, Inc. ("GM") or CPG Products
         Corporation ("CPG") under that certain Guarantee, dated July 12, 1983,
         by the Beneficiary in favor of GM and CPG (the "Guarantee"). Demand
         was made on the Beneficiary by GM or CPG under the Guarantee to pay
         the amount requested herein. The amount demanded hereby does not on
         the date hereof and will not on the date payment hereunder is required
         to be made after giving effect to all other amounts demanded but then
         unpaid under the Letter of Credit, exceed the stated amount of the
         Letter of Credit.

__/      (B) The Beneficiary is making a Demand for Payment in lawful money of
         the United States of America under the Letter of Credit in the amount
         of $_____________, which is the entire stated amount of the Letter of
         Credit as in effect on the date hereof. Following the Account Party's
         failure to provide the Beneficiary on or before December 1, 2004 with
         an Irrevocable Letter of Credit expiring October 1, 2009, or an
         unconditional guarantee, in each case in form and substance
         satisfactory to the Beneficiary (effective on or before the
         termination of the Letter of Credit) from a satisfactory bank (as
         defined in Section 6.05 of the Stock Purchase Agreement dated as of
         April 26, 1988 between Rowntree, Inc. and TF Acquisition Corporation)
         discharging the Beneficiary from, or indemnifying the Beneficiary with
         respect to its obligations under that certain Guarantee dated July 12,
         1983, by the Beneficiary in favour of General Mills, Inc. or CPG
         Products Corporation the date of this Demand for Payment shall not be
         on or prior to December 1, 2004.

         (C) Upon its receipt of the amount demanded under this Letter of
         Credit, the Beneficiary will:

__/      (I) Apply such amount directly to the payment of the Beneficiary's
         obligations to GM and CPG under the Guarantee; and


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__/      (I) Hold such amount for application of the payment of the
         Beneficiary's obligations to General Mills, Inc. and CPG Product
         Corporation under that certain Guarantee dated July 12, 1983; and

         (II) If after the payment of such amounts the Letter of Credit is
         terminated, deliver to you the Original Letter of Credit and all
         Releases as you may reasonably request.

         (D)      [Insert disbursement instructions]

In Witness Whereof, the Beneficiary has caused its authorized officer to
execute and deliver this Certificate as of the ___ day of _______________.


                                                NESTLE UK LIMITED



                                                By:
                                                   ----------------------------
                                                   Title:




__/ Select appropriate alternative. The second form of clause (1) should only
be used if the second form of clause (b) is used and no Demand for Payment has
been made under the Guarantee.


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                                  ATTACHMENT 2

                                  CERTIFICATE


Re:  Irrevocable Letter of Credit No. 3021622


The undersigned, a duly authorized officer of Nestle UK Limited (the
"Beneficiary") hereby certifies to Bank of America, N.A. ("Issuer") as follows
with respect to the above related Letter of Credit (the "Letter of Credit"
terms defined therein and not otherwise defined herein being used herein as
therein defined) in favor of Beneficiary, that:

(1)      The Beneficiary hereby consents to a reduction of the stated amount of
         the Letter of Credit by $_____________.

(2)      The Issuer is hereby instructed and authorized to reduce the stated
         amount of the Letter of Credit No. 3021622 by the amount set forth in
         Paragraph (1) above.

(3)      Each of the additional Letters of Credit are also being reduced
         concurrently herewith on a pro rata basis.

In Witness Whereof, the Beneficiary has executed and delivered this Certificate
as of the _____ day of _________________.


                                            NESTLE UK LIMITED



                                            By:
                                               --------------------------------
                                               Name:
                                                    ---------------------------


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