Guaranty



 Exhibit 4.10 
 EXECUTION VERSION 
  

 GUARANTY 
 dated as of 
 April 2, 2007 
 among 
 PEAK FINANCE HOLDINGS LLC, 
 as Holdings 
 CERTAIN SUBSIDIARIES OF BORROWER AND HOLDINGS 
 IDENTIFIED HEREIN 
 and 
 LEHMAN COMMERCIAL PAPER INC.,

 as Administrative Agent 
  








 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
	 ARTICLE I
  
 Definitions

			
	SECTION 1.01.	 	Credit Agreement.	  	1
	SECTION 1.02.	 	Other Defined Terms	  	1
	
	ARTICLE II
	
	Guaranty
			
	SECTION 2.01.	 	Guaranty	  	2
	SECTION 2.02.	 	Guaranty of Payment	  	2
	SECTION 2.03.	 	No Limitations	  	2
	SECTION 2.04.	 	Reinstatement	  	3
	SECTION 2.05.	 	Agreement To Pay; Subrogation	  	3
	SECTION 2.06.	 	Information	  	4
	
	ARTICLE III
	
	Indemnity, Subrogation and Subordination
			
	SECTION 3.01.	 	Indemnity and Subrogation	  	4
	SECTION 3.02.	 	Contribution and Subrogation	  	4
	SECTION 3.03.	 	Subordination	  	4
	
	ARTICLE IV
	
	Miscellaneous
	SECTION 4.01.	 	Notices	  	5
	SECTION 4.02.	 	Waivers; Amendment	  	5
	SECTION 4.03.	 	Administrative Agent’s Fees and Expenses; Indemnification	  	6
	SECTION 4.04.	 	Successors and Assigns	  	6
	SECTION 4.05.	 	Survival of Agreement	  	6
	SECTION 4.06.	 	Counterparts; Effectiveness; Several Agreement	  	7
	SECTION 4.07.	 	Severability	  	7
	SECTION 4.08.	 	Right of Set-Off	  	7
	SECTION 4.09.	 	Governing Law; Jurisdiction; Consent to Service of Process	  	8
	SECTION 4.10.	 	WAIVER OF JURY TRIAL	  	8

  

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	SECTION 4.11.	 	Headings	  	9
	SECTION 4.12.	 	Security Interest Absolute	  	9
	SECTION 4.13.	 	Termination or Release	  	9
	SECTION 4.14.	 	Additional Restricted Subsidiaries	  	10

 Exhibits 
  

	Exhibit I	Form of Guaranty Supplement 

  

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 GUARANTY dated as of April 2, 2007, among PEAK FINANCE HOLDINGS LLC
(“Holdings”), certain Subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent. 
 Reference is made to the Credit Agreement dated as of April 2, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Peak Finance LLC (prior to
the Merger, the “Borrower”), to be merged with and into Pinnacle Foods Finance LLC (after the Merger, the “Borrower”), Holdings, Lehman Commercial Paper Inc., as Administrative Agent and Collateral Agent, Goldman
Sachs Credit Partners L.P., as Syndication Agent, Mizuho Corporate Bank, Ltd. and General Electric Capital Corporation, as Co-Documentation Agents, and each lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”). The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon,
among other things, the execution and delivery of this Agreement. Holdings and the Guarantors (as defined below) are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit
Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. 
 (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Administrative Agent” means Lehman Commercial Paper Inc., in it capacity as administrative agent under any of the Loan Documents, or
any successor administrative agent. 
 “Agreement” means this Guaranty. 
 “Claiming Party” has the meaning assigned to such term in Section 3.02. 
 “Contributing Party” has the meaning assigned to such term in Section 3.02. 







 “Credit Agreement” has the meaning assigned to such term in the preliminary statement of
this Agreement. 
 “Guarantor” means Holdings, each Intermediate Holding Company, each Restricted Subsidiary that is a
Material Domestic Subsidiary and not an Excluded Subsidiary and each party that becomes a party to this Agreement after the Closing Date. 
 “Guaranty Parties” means, collectively, the Borrower and each Guarantor. 
 “Guaranty Supplement”
means an instrument in the form of Exhibit I hereto. 
 “Holdings” has the meaning assigned to such term in the
preliminary statement of this Agreement. 
 ARTICLE II 
 Guaranty 
 SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the
Borrower or any other Guaranty Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any
resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in
favor of the Borrower or any other Person. 
 SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s
obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Without
limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or
demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or 

  

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modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other
Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations;
or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in
cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all
without affecting the obligations of any Guarantor hereunder. 
 (b) To the fullest extent permitted by applicable law, each Guarantor waives
any defense based on or arising out of any defense of the Borrower or any other Guaranty Party or the unenforceability of the Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any
other Guaranty Party, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on
any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower
or any other Guaranty Party or exercise any other right or remedy available to them against the Borrower or any other Guaranty Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the
Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law,
to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guaranty Party, as the case may be, or any security. 
 SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Guaranty
Party or otherwise. 
 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other
right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Guaranty Party to pay any Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in 

  

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cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such
Guarantor against the Borrower or any other Guaranty Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III. 
 SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other
Guaranty Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees
that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 
 ARTICLE III 
 Indemnity, Subrogation and Subordination 
 SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable
law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such
Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment. 
 SECTION
3.02. Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and
such other Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such
payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net
worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party
making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity,
contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations and no Guarantor shall exercise or enforce any right or indemnification or subrogation until
such payment in full of the Obligation. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or 

  

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any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to
its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. Each Guarantor hereby waives any defense relating to any action by the Administrative Agent that has the effect of
impairing the Guarantor’s right of subrogation or indemnification. 
 (b) Each Guarantor hereby agrees that upon the occurrence and
during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 
 ARTICLE IV 
 Miscellaneous 

SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guaranty Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b)
of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Guaranty Party in any case shall
entitle any Guaranty Party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Guaranty Party or Guaranty Parties with respect to which such waiver, amendment or
modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement. 
  

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 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties
hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. 
 (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Administrative Agent and
the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation
or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate,
director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder
shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. 
 SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranty Parties in the Loan Documents
and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery
of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended 

  

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under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. 
 SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic communication shall be as effective as delivery of a manually
signed counterpart of this Agreement. This Agreement shall become effective as to any Guaranty Party when a counterpart hereof executed on behalf of such Guaranty Party shall have been delivered to the Administrative Agent and a counterpart hereof
shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guaranty Party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such
Guaranty Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Guaranty Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein
(and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Guaranty Party and may be amended,
modified, supplemented, waived or released with respect to any Guaranty Party without the approval of any other Guaranty Party and without affecting the obligations of any other Guaranty Party hereunder. 
 SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 4.08. Right of Set-Off. In
addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the
Borrower or any other Guaranty Party, any such notice being waived by the Borrower and each Guaranty Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Guaranty Parties against any and all obligations owing to such Lender and its Affiliates
hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from


  

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that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and
application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies
(including other rights of setoff) that the Administrative Agent and such Lender may have. 
 SECTION 4.09. Governing Law; Jurisdiction;
Consent to Service of Process. (a) This Agreement shall be governed by and construed in accordance with the law of the State of New York. 
 (b) Each of the Guaranty Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States
District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor, or its
properties in the courts of any jurisdiction. 
 (c) Each of the Guaranty Parties hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court
referred to in paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court. 
 (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
 SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO


  

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(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
4.10. 
 SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any other agreement or instrument, (c) any release or amendment
or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the
Obligations or this Agreement. 
 SECTION 4.13. Termination or Release. (a) This Agreement and the Guaranties made herein shall
terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the
L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. 
 (b) A Guarantor shall automatically be
released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of Borrower; provided that the Required Lenders shall have
consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. 
 (c) In connection with any termination or release pursuant to paragraph (a), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably
request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent. 
 (d) A Guarantor (other than Holdings and any Intermediate Holding Company) shall automatically be released from its obligations hereunder if such
Guarantor ceases to be a Material Domestic Subsidiary pursuant to the terms of the Credit Agreement. 
  

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 SECTION 4.14. Additional Guarantors. Pursuant to Section 6.11 of the Credit Agreement, any
Intermediate Holding Company and certain Restricted Subsidiaries of Holdings that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Guarantors upon becoming an
Intermediate Holding Company or Restricted Subsidiary, as the case may be. Upon execution and delivery by the Administrative Agent and an Intermediate Holding Company or a Restricted Subsidiary, as the case may be, of a Guaranty Supplement, such
Intermediate Holding Company or Restricted Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of
any other Guaranty Party hereunder. The rights and obligations of each Guaranty Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guaranty Party as a party to this Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first
above written. 
  

			
	PEAK FINANCE HOLDINGS LLC,
		
	By	 	 /s/ Shervin Korangy

	Name:	 	Shervin Korangy
	Title:	 	Vice President


  

			
	PINNACLE FOODS FINANCE CORP.,
		
	By	 	 /s/ Shervin Korangy

	Name:	 	Shervin Korangy
	Title:	 	Vice President


  

			
	PINNACLE FOODS GROUP INC.,
		
	By	 	 /s/ N. Michael Dion

	Name:	 	N. Michael Dion
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	PINNACLE FOODS CORPORATION,
		
	By	 	 /s/ N. Michael Dion

	Name:	 	N. Michael Dion
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	PINNACLE FOODS MANAGEMENT CORPORATION,
		
	By	 	 /s/ N. Michael Dion

	Name:	 	N. Michael Dion
	Title:	 	Executive Vice President and Chief Financial Officer


  

 [Guaranty] 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first
above written. 
  

			
	 LEHMAN COMMERCIAL PAPER INC.,
     as Administrative Agent,

		
	By	 	 /s/ Laurie Perper

	Name:	 	Laurie Perper
	Title:	 	Senior Vice President


  

			
	PEAK FINANCE LLC,
		
	By	 	 /s/ Shervin Korangy

	Name:	 	Shervin Korangy
	Title:	 	Vice President


  

 [Guaranty] 









			
	PINNACLE FOODS FINANCE LLC,
		
	By	 	 /s/ N. Michael Dion

	Name:	 	N. Michael Dion
	Title:	 	Executive Vice President and Chief Financial Officer


  

 [Guaranty] 








 Exhibit I to the 
 Guaranty Agreement 
 SUPPLEMENT NO.      dated as of
[                    ], to the Guaranty dated as of April 2, 2007, among PEAK FINANCE HOLDINGS LLC (“Holdings”), certain
Subsidiaries of Borrower and Holdings from time to time party hereto and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent. 
 A.
Reference is made to the Credit Agreement dated as of April 2, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Peak Finance LLC, to be merged with and into the Borrower,
Holdings, Lehman Commercial Paper Inc., as Administrative Agent and Collateral Agent, Goldman Sachs Credit Partners L.P., as Syndication Agent, Mizuho Corporate Bank, Ltd. and General Electric Capital Corporation, as Co-Documentation Agents, and
each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guaranty referred to therein. 
 C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit.
Section 4.14 of the Guaranty provides that Intermediate Holding Companies and additional Restricted Subsidiaries of the Borrower may become Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement.
The undersigned Intermediate Holding Company or Restricted Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty in order
to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent and the New Guarantor agree as follows: 
 SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Guarantor by its signature below becomes a Guarantor under the Guaranty with the
same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall be deemed to include the New Guarantor. The Guaranty is
hereby incorporated herein by reference. 
 SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity. 







 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this
Supplement that bears the signature of the New Guarantor and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication shall be
as effective as delivery of a manually signed counterpart of this Supplement. 
 SECTION 4. Except as expressly supplemented hereby, the
Guaranty shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty. 
 SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
  

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 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to
the Guaranty as of the day and year first above written. 
  

			
	[NAME OF NEW GUARANTOR],
		
	By	 	  

	Name:	 	
	Title:	 	


  

 3 








 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to
the Guaranty as of the day and year first above written. 
  

			
	 LEHMAN COMMERCIAL PAPER INC.,
     as Administrative Agent,

		
	By	 	  

	Name:	 	
	Title: