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                                                                 Exhibit 10.1.12


                               AMENDMENT AGREEMENT

                  AMENDMENT AGREEMENT, dated as of October 31, 2001 (this
"Agreement"), to the Amended and Restated Credit Agreement, dated as of May 1,
1998 (as heretofore amended and supplemented and as it in the future may be
amended, modified or supplemented from time to time in accordance with its
terms, the "Credit Agreement"), by and among Millbrook Distribution Services
Inc., a Delaware corporation ("Millbrook"), The B. Manischewitz Company, LLC, a
Delaware limited liability company ("Manischewitz" and, together with Millbrook,
the "Borrowers"), the lenders (the "Lenders") named in Schedules 2.01(a) and
2.01(b) to the Credit Agreement, The Chase Manhattan Bank, as administrative and
collateral agent (in such capacity, the "Agent") for the Lenders, and Bank of
America, N.A., as co-agent and documentation agent.

                  WHEREAS, the parties hereto have agreed to amend certain
provisions of the Credit Agreement.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and legal sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

1. Defined Terms. Unless otherwise specifically defined herein, all capitalized
terms used herein shall have the respective meanings ascribed to such terms in
the Credit Agreement.

2. Amendments to Credit Agreement. Subject to the conditions as to effectiveness
set forth in Paragraph 4 of this Agreement, the Credit Agreement is hereby
amended as follows:

         (a) Section 1.01 of the Credit Agreement is hereby amended by adding
         the following defined terms in the correct alphabetical order:

                                    "'Appraised Value' shall mean, with respect
                           to the Harrison, Arkansas property, $8,500,000, the
                           Vineland, New Jersey property, $1,420,000, and the
                           Jersey City, New Jersey property, $6,500,000.

                                    'Availability Period' shall mean the period
                           commencing on November 1, 2001 through and including
                           April 29, 2003.

                                    'Eligible Real Property' shall mean,
                           collectively, the real property owned by the
                           Borrowers as of the date hereof and located in
                           Harrison, Arkansas, Vineland, New Jersey and Jersey
                           City, New Jersey, provided, that none of the
                           foregoing items of real property shall be deemed to
                           be Eligible Real Property unless the Agent (on behalf
                           of the Lenders) possesses a valid first mortgage in
                           such item of real property as security for payment of
                           the Obligations."


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         (b) The last paragraph of the definition of "Interest Margin" contained
         in Section 1.01 of the Credit Agreement is hereby amended by adding the
         following sentence at the end thereof:

                           "Notwithstanding the foregoing, on October ___, 2001
                           and until the third Business Day following the day
                           the Administrative Agent receives the financial
                           statements required under Section 6.05(a) for the
                           Fiscal Year ending March 31, 2002 and the related
                           compliance certificate required by Section 6.05(e)
                           demonstrating compliance with the terms and
                           provisions of this Agreement, the LIBO Rate Interest
                           Margin for Revolving Credit Eurodollar Loans shall be
                           3.25% and for Term Eurodollar Loans shall be 3.50%,
                           and the Alternate Base Rate Interest Margin for
                           Revolving Credit Alternate Base Loans shall be 1.25%
                           and for Term Alternate Base Loans shall be 1.50%;
                           each shall thereafter be adjusted in accordance with
                           the provisions hereof."

         (c) The definition of "Required Lenders" contained in Section 1.01 of
         the Credit Agreement is hereby amended and restated in its entirety to
         read as follows:

                           "'Required Lenders' shall mean (x) during the
                           Availability Period, four (4) out of the five (5)
                           Lenders and (y) at all other times, Lenders having
                           51% or more of the Total Commitment, provided,
                           however, that with respect to any amendment (to this
                           Agreement or any of the other Loan Documents)
                           requested in connection with the exchange offer of
                           the Senior Notes and/or the Interest Reserve Notes
                           currently contemplated, 'Required Lenders' shall mean
                           Lenders having 100% of the Total Commitment."

         (d) The definition of "Revolving Credit Termination Date" contained in
         Section 1.01 of the Credit Agreement is hereby amended by deleting the
         reference to "March 31, 2003" and substituting "September 30, 2003"
         therefor.


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         (e) The second sentence of Section 2.01(b) of the Credit Agreement is
         hereby amended and restated in its entirety to read as follows:

                           "(b) Notwithstanding the foregoing, the aggregate
                           principal amount of Revolving Credit Loans
                           outstanding at any time to the Borrowers shall not
                           exceed (1) the lesser of (A) the Total Revolving
                           Credit Commitment and (B) an amount equal to the sum
                           of (i) up to eighty-five percent (85%) of the Net
                           Amount of Eligible Millbrook Receivables, plus (ii)
                           the lesser of (a) $60,000,000 and (b) up to
                           sixty-five percent (65%) of the Net Amount of
                           Eligible Millbrook Inventory, plus (iii) up to
                           sixty-five percent (65%) of the Net Amount of
                           Eligible Manischewitz Inventory, plus (iv) up to
                           eighty-five percent (85%) of the Net Amount of
                           Eligible Manischewitz Receivables,

"plus, during the Availability Period, (v) the lesser of (A) $10,000,000 or (B)
up to 70% of the Appraised Value of the Eligible Real Property (this clause
(1)(B) referred to herein as the "Borrowing Base") minus (2) the Letter of
Credit Usage at such time (not to exceed $10,000,000 at any time)."

         (f) Section 6.05(m) of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                                    "(m) (x) on October 30, 2001, a certificate
                           of a Responsible Officer of the Borrowers, certifying
                           that to the best of his or her knowledge no Default
                           or Event of Default has occurred and is continuing
                           for the fiscal period ended September 30, 2001 and
                           (y) on November 15, 2001, a certificate of a
                           Responsible Officer of the Borrowers, recertifying
                           that to the best of his or her knowledge no Default
                           or Event of Default has occurred (including
                           calculations demonstrating compliance with the
                           covenants set forth in Sections 7.09 hereof) for the
                           fiscal period ended September 30, 2001."

         (g) Section 7.08 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                                    "SECTION 7.08. Debt Service Coverage Ratio.
                           Permit the Debt Service Coverage Ratio of the
                           Borrowers and their subsidiaries to be less than
                           1.05:1.00 at September 30, 2002 and at the end of
                           each fiscal quarter thereafter."


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         (h) Section 7.09(b) of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                                    "(b) EBITDA. Permit EBITDA of the Borrowers
                           and their subsidiaries for the twelve month period
                           ending on the dates set forth below to be less than
                           the respective amounts set forth below opposite such
                           dates:

                       Twelve Month Period Ending               Minimum EBITDA
                       --------------------------               --------------

                           September 30, 2001                    $18,000,000

                           December 31, 2001                     $18,500,000

                           March 31, 2002                        $18,500,000

                           June 30, 2002                         $18,500,000

         (i) Section 7.09(c) of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                  "(c) Availability.

                  (i) Permit (x) the average Availability, as determined by the
                  Agent on or about October 26, 2001, for the period commencing
                  (and including) August 24, 2001 through and including October
                  25, 2001, to be less than $5,500,000; and (y) Availability on
                  October 30, 2001 to be less than $5,500,000 (based upon the
                  most current information supplied by the Borrowers to the
                  Agent and the Lenders);

                  (ii) Permit (x) the average Availability, as determined by the
                  Agent on or about April 29, 2002, for the period commencing
                  (and including) March 1, 2002 through and including April 26,
                  2002, to be less than $10,000,000; and (y) Availability on
                  April 29, 2002 to be less than $10,000,000 (based upon the
                  most current information supplied by the Borrowers to the
                  Agent and the Lenders); and

                  (iii) Permit (x) the average Availability, as determined by
                  the Agent on or about October 29, 2002, for the period
                  commencing (and including) September 2, 2002 through and
                  including October 29, 2002, to be less than $7,500,000; and
                  (y) Availability on October 30, 2002 to be less than
                  $7,500,000 (based upon the most current information supplied
                  by the Borrowers to the Agent and the Lenders)."


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3. Representations and Warranties. The Borrowers hereby represent and warrant as
of the date hereof as follows (which representations and warranties shall
survive the execution and delivery of this Agreement):

         (a) All representations and warranties made by the Borrowers in Article
         IV of the Credit Agreement and each of the other Loan Documents, after
         taking into account the effect of this Agreement, are true and correct
         in all material respects as of the date hereof with the same force and
         effect as if made on such date (except to the extent that any such
         representation or warranty relates expressly to an earlier date).

         (b) Each Borrower has the requisite power to execute, deliver and carry
         out the terms and provisions of this Agreement.

         (c) This Agreement has been duly executed and delivered by the
         Borrowers and constitutes the legal, valid and binding obligation of
         the Borrowers, and is enforceable against the Borrowers in accordance
         with its terms subject (i) as to enforcement of remedies, to applicable
         bankruptcy, insolvency, reorganization, moratorium and other similar
         laws affecting the enforcement of creditors' rights generally, from
         time to time in effect, and (ii) to general principles of equity.

         (d) After giving effect to this Agreement, no event has occurred and is
         continuing which constitutes or would constitute a Default or an Event
         of Default under the Credit Agreement.

4. Conditions Precedent. Notwithstanding any term or provision of this Agreement
to the contrary, Paragraph 2 hereof shall not become effective until:

         (a) the Agent shall have received counterparts of this Agreement, duly
         executed and delivered on behalf of the Borrowers, the Agent and the
         Lenders;

         (b) the Agent shall have received a written opinion of Jenkens &
         Gilchrist Parker Chapin LLP, counsel for the Borrowers, covering such
         matters as requested by the Agent and its counsel (including, without
         limitation, an opinion that the approval of the holders of the Senior
         Notes and the Interest Reserve Notes is not required for the
         transactions contemplated by this Agreement) and otherwise in form and
         substance reasonably satisfactory to the Agent and its counsel;

         (c) the Agent shall have received evidence that all approvals (if
         required) by the holders of the Senior Notes and the Interest Reserve
         Notes to the transactions contemplated by this Agreement shall have
         been received;

         (d) the Agent shall have received draft appraisals in form and
         substance reasonably satisfactory to the Agent with respect to each of
         the real property owned by the Borrowers and located in Harrison,
         Arkansas, Vineland, New Jersey and Jersey City, New Jersey, dated on or
         about October 24, 2001, with respect to the Harrison, Arkansas real
         property, October 26, 2001, with respect to the Jersey City, New Jersey
         property and October 17, 2001, with respect to the Vineland, New Jersey
         real property, which appraisals shall be conducted by appraisers
         reasonably satisfactory to the Agent and which, in each case, shall be
         in compliance with the requirements of FIRREA and applicable
         regulations;


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         (e) the Agent shall have received the results of a Phase I
         environmental audit with respect to each of the real property owned by
         the Borrowers and located in Harrison, Arkansas, Vineland, New Jersey
         and Jersey City, New Jersey conducted by a firm reasonably satisfactory
         to the Agent and the Lenders, and the scope, methodology and results of
         such environmental audit shall be reasonably satisfactory to the Agent
         in all respects;

         (f) the Agent shall have received mortgages with respect to each of the
         real property owned by the Borrowers and located in Harrison, Arkansas,
         Vineland, New Jersey and Jersey City, New Jersey, together with an
         A.L.T.A. mortgage policy of title insurance or a binder issued by a
         title insurance company reasonably satisfactory to the Agent and in an
         amount reasonably satisfactory to the Agent, flood insurance, if
         required by the Agent and an A.L.T.A. survey and surveyor's
         certification, in each case in form, scope and amount reasonably
         satisfactory in all respects to the Agent;

         (g) the Agent shall have received opinions of counsel with respect to
         such matters as requested by the Agent and its counsel with respect to
         the mortgages referred to above and otherwise in form and substance
         reasonably satisfactory to the Agent and its counsel;

         (h) the Agent shall have received an amended and restated Pledge
         Agreement in form and substance reasonably satisfactory to the Agent,
         together with such other pledge agreements, documents, financing
         statements and instruments necessary to effectuate the perfection of
         the Agent's (on behalf of the Lenders) lien on 100% of the membership
         interests in Manischewitz;

         (i) the Agent shall have received an amended and restated Security
         Agreement (Manischewitz) in form and substance reasonably satisfactory
         to the Agent, together with such other documents, financing statements
         and instruments necessary to effectuate the perfection of the Agent's
         (on behalf of the Lenders) lien on Eligible Real Property and machinery
         and equipment of Manischewitz;

         (j) the Agent shall have received the results of a search of the
         Uniform Commercial Code filings made with respect to Manischewitz in
         the jurisdictions in which such Borrower is doing business and/or in
         which any Collateral is located;

         (k) the Borrowers shall have paid a fee equal to $35,000 to each
         Lender; and

         (l) the Agent shall have received such other documents as the Lenders
         or the Agent or the Agent's counsel shall reasonably deem necessary.

5. Fees and Expenses of Agent. The Borrowers agree to pay all reasonable fees
and out-of-pocket expenses incurred by the Agent in connection with the
preparation and negotiation of this Agreement, including, without limitation,
fees incurred in connection with any field examinations, appraisals,
environmental audits and the reasonable fees and out-of-pocket expenses of
counsel to the Agent.

6. Conditions Subsequent. Within 60 days of the date hereof, the Borrowers shall
(i) cause an appraisal to be performed (or otherwise permit an appraisal to be
performed) with respect to the equipment which is subject to the amended and
restated Security Agreement referred to in Section 4(i) above, such appraisal to
be performed by an appraiser reasonably satisfactory to the Agent and the
Lenders and (ii) deliver the results thereof to the Agent (with copies for each
of the Lenders). The Borrowers agree to pay all reasonable fees and
out-of-pocket expenses incurred by the Agent in connection with such appraisal.


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7. References to Agreements. The term "Agreement", "hereof", "herein" and
similar terms as used in the Credit Agreement, and references in the Credit
Agreement and the other Loan Documents to the Credit Agreement, shall mean and
refer to, from and after the effective date of the amendments contained herein
as determined in accordance with Paragraph 4 hereof, the Credit Agreement as
amended by this Agreement.

8. Continued Effectiveness. Nothing herein shall be deemed to be a waiver of any
covenant or agreement contained in, or any Default or Event of Default under,
the Credit Agreement or any of the other Loan Documents, except as expressly
provided for hereby, and each of the parties hereto agrees that, as amended by
this Agreement, all of the covenants and agreements and other provisions
contained in the Credit Agreement and the other Loan Documents shall remain in
full force and effect from and after the date of this Agreement.

9. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original, and all of which, when taken together, shall
constitute a single instrument. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Agreement.

10. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York (other than the conflicts of laws
principles thereof).



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               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.


                                  MILLBROOK DISTRIBUTION SERVICES INC.


                                  By: /s/ Richard A. Bernstein
                                      ------------------------------------------
                                         Name:  Richard A. Bernstein
                                         Title: Chairman

                                  THE B. MANISCHEWITZ COMPANY, LLC


                                  By: Richard A. Bernstein, its managing member


                                  /s/ Richard A. Bernstein
                                  ----------------------------------------------
                                  Richard A. Bernstein

                                  JPMORGAN CHASE BANK, as Agent and Lender


                                  By: /s/ Michael J. Miller
                                      ------------------------------------------
                                         Name:  Michael J. Miller
                                         Title: Vice President

                                  BANK OF AMERICA, N.A., as Co-Agent and Lender


                                  By: /s/ Frank Palmieri
                                      ------------------------------------------
                                         Name:  Frank Palmieri
                                         Title: Vice President


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                                  FLEET BUSINESS CREDIT, LLC, as Lender


                                  By: /s/ Michael Kerneklian
                                      ------------------------------------------
                                        Name:  Michael Kerneklian
                                        Title: Vice President

                                  PNC BANK, NATIONAL ASSOCIATION, as Lender


                                  By: /s/ Kenneth Kaestner
                                      ------------------------------------------
                                        Name:  Kenneth Kaestner
                                        Title: Vice President

                                  LASALLE BUSINESS CREDIT CORPORATION, as Lender


                                  By: /s/ Thomas F. Furst
                                      ------------------------------------------
                                        Name:  Thomas F. Furst
                                        Title: Vice President