**Exhibit 4.1**

** **

** **

**FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT**

 

FIRST AMENDMENT AND CONSENT,dated as of August 20, 2002 (this “Amendment”), to and under the CreditAgreement, dated as of September 28, 2001 (as heretofore amended, supplementedor otherwise modified, the “Credit Agreement”), among InternationalMultifoods Corporation (the “U.S. Borrower”), Robin Hood Multifoods Inc.(the “Canadian Borrower” and together with the U.S. Borrower, the “Borrowers”),the several lenders from time to time parties thereto (the “Lenders”),Rabobank International, as documentation agent, U.S. Bank National Associationand UBS Warburg LLC, as syndication agents, and Canadian Imperial Bank ofCommerce (“CIBC”), as U.S. administrative agent and Canadianadministrative agent (the “Administrative Agents”).

W I T N E S S E T H :

WHEREAS, the Borrowers, theLenders and the Administrative Agents are parties to the Credit Agreement;

WHEREAS, the Borrowers, theLenders and the Administrative Agents are parties to the U.S. Guarantee andCollateral Agreement;

WHEREAS, the U.S. Borrowerwishes to sell the Capital Stock (the “MDM Sale”) of MultifoodsDistribution Management, Inc. and its Subsidiaries, pursuant to the stockpurchase agreement, dated as of July 29, 2002, by and between InternationalMultifoods Corporation and Wellspring Distribution Corp.; and

WHEREAS, the Borrowers haverequested that the Lenders and the Administrative Agents consent to the MDMSale and agree to amend certain provisions of the Credit Agreement.

NOW, THEREFORE, inconsideration of the premises and the mutual covenants contained herein, theparties hereto agree as follows:

# 1.             Defined Terms. Unless otherwise defined herein, capitalized terms used herein which aredefined in the Credit Agreement are used herein as therein defined.

# 2.             Amendment to Section 1.1 of the Credit Agreement(Defined Terms).  Section 1.1 of theCredit Agreement is hereby amended by:

## (a)           deleting, in theirentirety, the terms “Canadian Swingline Commitment”,  “Consolidated Fixed Charges” and “U.S.L/C Commitment” appearing therein and inserting the following newdefinitions in the appropriate alphabetical order:

““CanadianSwingline Commitment”:  as to theCanadian Swingline Lender, the obligation of such Lender to make CanadianSwingline Loans in an aggregate principal amount not to exceed C$7,500,000, orthe Dollar Equivalent 

 

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thereof, as thesame may be modified from time to time pursuant to the terms hereof.

 

 “ConsolidatedFixed Charges”:  for any period, thesum (without duplication) of (a) Consolidated Interest Expense for such period,(b) Consolidated Lease Expense for such period, (c) scheduled paymentsmade during such period on account of principal of Indebtedness of the U.S.Borrower or any of its Subsidiaries (including scheduled principal payments inrespect of the Term Loans but specifically excluding any payments in respect ofRevolving Loans) and (d) payments made in respect of Permitted MDM GuaranteeObligations.

“MDM Entities”:  the collective reference to MultifoodsDistribution Management, Inc. and its Subsidiaries (which, for the avoidance ofdoubt, includes Better Brands, Inc., Multifoods Distribution Group, Inc. andMultifoods Merchandising, Inc.).

“MDM Sale”:  the sale of all of the Capital Stock of the MDM Entities pursuantto, and the consummation of the other transactions contemplated by, the MDMStock Purchase Agreement.

“MDM Stock Purchase Agreement”:  the Stock Purchase Agreement, dated as ofJuly 29, 2002, between International Multifoods Corporation and WellspringDistribution Corp., together with (i) any nonmaterial amendments thereto and(ii) any other amendments thereto to which the Required Lenders have giventheir prior written consent.

“Permitted MDM Guarantee Obligations”:  Guarantee Obligations of the U.S. Borrowerof lease obligations of MDM Entities as more fully set forth on Schedule 8.

“U.S. L/C Commitment”:  $25,000,000.”; and

## (b)           amending the definitions of (i)“Applicable Margin” by deleting the table set forth in clause (b) thereof in itsentirety and inserting in lieu thereof the following table:

|                     |   | **“C$Prime   Loans** |   | **U.S. Base   Rate Loans** |   | **Eurodollar    Loans** |   | **Bankers’   Acceptances** |   |
|--------------------------|--------|---------------------------|--------|----------------------------|--------|-------------------------|--------|---------------------------------|--------|
| Canadian Revolving Loans |   | 2.00                      | %      | 2.00                       | %      | 3.00                    | %      | 3.00                            | %      |
| Canadian Swingline Loans |   | 2.00                      | %      | 2.00                       | %      | N/A                     |   | N/A                             |   |
| Canadian Term Loans      |   | 2.00                      | %      | 2.00                       | %      | 3.00                    | %      | 3.00”;                     | %      |

##  

## (ii)           “Consolidated EBITDA” by (A) deleting “and” immediatelyfollowing clause (f) thereof and substituting in lieu thereof a comma and (B)adding immediately after clause (g) thereof the following:

 

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“, (h) fees andexpenses paid in connection with the MDM Sale, (i) nonrecurring retention andseverance costs resulting from the MDM Sale and (j) any non-recurring non-cashexpenses or losses related to settlement and curtailment of pension plans as aresult of the MDM Sale”;

 

(iii)          “Consolidated Total Debt” by addingimmediately before the period at the end thereof the following:

 

“; providedthat for purposes of calculating Consolidated Total Debt for the fiscal quarterimmediately following the date of consummation of the MDM Sale, ConsolidatedTotal Debt shall not include any Net Cash Proceeds of the MDM Sale to beapplied on the Mandatory Prepayment Date to prepay the Loans in accordance withSection 2.18(f)”; and

 

(iv)  “Excess Cash Flow” by (A) deleting “and”immediately following clause (b)(vi) thereof and substituting in lieu thereof acomma and (B) adding immediately before the period at the end thereof thefollowing:

 

“and (viii) theaggregate amount of Investments permitted under Section 7.8(j) made in suchfiscal year which is not financed with Indebtedness”.

 

# 3.             Amendment to Section 2.13 (Canadian Swingline Loans).  Section 2.13 of the Credit Agreement ishereby deleted in its entirety and replaced with the following:

“Subject to the terms and conditionshereof, the Canadian Swingline Lender agrees to make extensions of credit tothe Canadian Borrower from time to time during the Revolving Commitment Periodby making swing line loans (“Canadian Swingline Loans”) to the CanadianBorrower and/or issuing Canadian Letters of Credit on behalf of the CanadianBorrower in an aggregate amount not to exceed the Canadian Swingline Commitment(or the Dollar Equivalent thereof) of such Lender.  The Canadian Swingline Loans may (a) be denominated in Dollars orCanadian Dollars as determined by the Canadian Borrower and notified to theCanadian Swingline Lender and (b) from time to time be (i) U.S. Base RateLoans, in the case of such Loans denominated in Dollars, (ii) C$ Prime Loans,in the case of such Loans denominated in Canadian Dollars or (iii) issued asCanadian Letters of Credit on behalf of the Canadian Borrower, in each case asdetermined by the Canadian Borrower and as agreed to by the Canadian SwinglineLender.  Each Canadian Swingline Loanwill be made by the Canadian Swingline Lender on an overdraft basis to meet adrawing upon any account maintained by the Canadian Borrower with the CanadianSwingline Lender and no notice of such borrowing shall be required by debitingthe account of the Canadian Borrower on the books of the Canadian LendingOffice.  The Canadian Borrower shallensure that, after giving effect to the making of any Canadian Swingline Loan,the aggregate amount of Canadian Swingline Extensions of Credit thenoutstanding shall not exceed the Canadian Swingline Commitment.  

 

 

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Duringthe Revolving Commitment Period, the Canadian Borrower may use the CanadianSwingline Commitment by borrowing, repaying and reborrowing and causingCanadian Letters of Credit to be issued, all in accordance with the terms andconditions hereof.”.

 

# 4.             Amendment to Section 2.16(c) (Termination orReduction of Commitments and Canadian Swingline Commitment).  Section 2.16(c) of the Credit Agreement ishereby amended by deleting “C$1,000,000” and substituting in lieu thereof“C$1,000,000, or the Dollar Equivalent thereof”.

# 5.             Amendment to Section 2.17 (Optional Prepayments).  Section 2.17 of the Credit Agreement ishereby amended by deleting “C$100,000” and substituting in lieu thereof“C$100,000, or the Dollar Equivalent thereof,”.

# 6.             Amendment to Section 6.2(b) (Certificates; OtherInformation). Section 6.2(b) of the Credit Agreement is hereby amended by(a) deleting “and” immediately following clause (ii)(x) thereof and (b) addingimmediately before clause (iii) thereof the following:

“(z) in the caseof the delivery of any financial statements pursuant to Section 6.1(a) only, anupdated Schedule 8 reflecting modifications thereto, if any, which shall bedeemed to amend and replace the then existing Schedule 8 in its entirety and”.

 

# 7.             Amendment to Section 7.1 (Negative Covenants).  Section 7.1 of the Credit Agreement ishereby amended by:

#  (a) deleting the table set forth in Section7.1(b) thereof in its entirety and inserting in lieu thereof the following table:

| **“Fiscal Quarter**                                  |   | **Consolidated  Interest   Coverage Ratio** |   |
|-----------------------------------------------------------|--------|---------------------------------------------|--------|
| Q4 of  ‘02 and Q1, Q2 and Q3  of  ‘03 |   | 2.25  to 1                                  |   |
| Q4 of  ‘03 and Q1, Q2 and  Q3  of ‘04 |   | 2.75  to 1                                  |   |
| Q4 of  ‘04 and thereafter                       |   | 3.00  to 1”; and                       |   |

 

(b)  deleting the table set forth in Section 7.1(c)thereof in its entirety and inserting in lieu thereof the following table:

 
| **“Fiscal Quarter**                     |   | **Consolidated  Fixed Charge   Coverage Ratio** |   |
|----------------------------------------------|--------|-------------------------------------------------|--------|
| Q4 of ‘02 and Q1, Q2 and Q3 of ‘03 |   | 1.20  to 1                                      |   |

 

 

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| **“Fiscal Quarter**                     |   | **Consolidated  Fixed Charge   Coverage Ratio** |
|----------------------------------------------|--------|-------------------------------------------------|
| Q4 of ‘03 and Q1, Q2 and Q3 of ‘04 |   | 1.25  to 1                                      |   |
| Q4 of ‘04 and thereafter                |   | 1.30  to 1”.                               |   |

#  

# 8.             Amendment to Section 7.2 (Indebtedness).  Section 7.2 of the Credit Agreement ishereby amended by:

## (a)           (i) deleting “and” immediatelyfollowing clause (b)(iii) thereof and substituting in lieu thereof a comma and(ii) adding immediately after clause (b)(iv) thereof the following:

## “and (v) Indebtedness of theCanadian Borrower or any Canadian Wholly Owned Subsidiary Guarantor to the U.S.Borrower in an aggregate amount at any time outstanding not to exceed the NetCash Proceeds of the MDM Sale which are applied to the repayment of theCanadian Term Loans pursuant to Section 2.18; provided that suchIndebtedness shall be evidenced by a promissory note pledged to the CollateralAgent pursuant to the U.S. Guarantee and Collateral Agreement”; and

## (b)           deleting “$5,000,000” in clause (h)thereof and substituting in lieu thereof “$10,000,000”.

# 9.             Amendment to Section 7.7 (Capital Expenditures).  Section 7.7 of the Credit Agreement ishereby amended by (a) deleting “and” immediately following clause (a) thereofand substituting in lieu thereof a comma and (b) adding immediately before theperiod at the end thereof the following:

# “and (c) CapitalExpenditures of the U.S. Borrower and its Subsidiaries up to an additional$20,000,000 during the term of this Agreement so long as the U.S. Borrowerprovides to the Administrative Agents information in detail satisfactory to theAdministrative Agents with respect to such Capital Expenditures”.

# 10.           Amendment to Section 7.8 (Investments).  Section 7.8 of the Credit Agreement ishereby amended by:

### (a)           adding immediately before the semicolonat the end of clause (c) thereof  “andPermitted MDM Guarantee Obligations”; and

### (b)           amending clause (j) thereof by (i)deleting “$15,000,000” and substituting in lieu thereof  “$35,000,000 and (ii) deleting “$30,000,000”and substituting in lieu thereof “$50,000,000”.

# 11.           Amendment to Schedules 1.1A (Mortgaged Property) and4.15 

#  

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# (Subsidiaries) and New Schedule 8 (Permitted MDMGuarantee Obligations ) to the Credit Agreement.  The Credit Agreement is hereby amended by:

## (a)  replacingSchedule 1.1A (Mortgaged Property) thereto with a new Schedule 1.1A in the formattached to this Amendment as Exhibit A;

## (b)  amendingSchedule 4.15 (Subsidiaries) thereto by deleting the MDM Entities; and

## (c)  adding a newSchedule 8 (Permitted MDM Guarantee Obligations) thereto in the form attachedto this Amendment as Exhibit B.

# 12.           Consent. The Administrative Agents and the Lenders hereby consent under theCredit Agreement and the other Loan Documents to the MDM Sale pursuant to theMDM Stock Purchase Agreement, including the waiver, in the discretion of theU.S. Borrower, of the condition contained in Section 3(b)(vi) of the MDM StockPurchase Agreement; provided that the foregoing consent is conditionedupon (a) the MDM Stock Purchase Agreement not having been amended or modifiedin any material respect without the prior written consent of the Required Lendersand (b) the Net Cash Proceeds of the MDM Sale being applied in accordance withSection 2.18 of the Credit Agreement; it being understood that (x) the U.S.Borrower shall not (i) retain any such Net Cash Proceeds as permitted bySection 2.18(c) or (ii) deliver a Reinvestment Notice with respect to such NetCash Proceeds as permitted by Section 2.18(c) and (y) the MDM Sale shall bedeemed not to be a utilization of the $25,000,000 of permitted Dispositionscontained in Section 7.5(e) of the Credit Agreement.  Upon the occurrence of the Date of Effectiveness, each of the MDMEntities shall be released from its obligations as a Subsidiary Guarantor andas a Grantor under the U.S. Guarantee and Collateral Agreement.  In connection with the foregoing, at therequest and sole expense of any Loan Party, the Collateral Agent shall (a)deliver to such Loan Party the certificates representing the shares of CapitalStock of each of the MDM Entities and each promissory note pledged by any MDMEntity to the Collateral Agent, or issued by any MDM Entity and pledged to theCollateral Agent, pursuant to the U.S. Guarantee and Collateral Agreement and(b) execute and deliver to such Loan Party such documents as such LoanParty shall reasonably request to evidence such release.

# 13.           Conditions to Effectiveness.  This Amendment shall become effectiveconcurrently with the consummation of the MDM Sale (the “Date ofEffectiveness”); provided that prior thereto or concurrentlytherewith the Administrative Agents shall have received:

## (a)           counterparts of this Amendment dulyexecuted by the Borrowers and duly acknowledged and consented to by eachGuarantor and Grantor;

## (b)           executed Lender Consent Letters,substantially in the form of Exhibit C hereto (“Lender Consent Letters”),from Lenders constituting the Required Lenders; and

## (c)  suchdocuments and certificates as the Administrative Agents or their counsel mayreasonably request relating to the organization, existence and good standing ofthe Borrowers, the authorization of the transactions contemplated by thisAmendment and any other 

##  

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## legal matters relating to any of the foregoing, allin form and substance reasonably satisfactory to the Administrative Agents andtheir counsel.

## Delivery by the Administrative Agents of thereleases referred to in Section 12 shall constitute conclusive evidence of thesatisfaction of all conditions.

# 14.           Representations and Warranties.  Each of the Borrowers, as of the Date ofEffectiveness and after giving effect to the amendment contained herein, herebyconfirms, reaffirms and restates that the representations and warranties madeby it in Section 4 of the Credit Agreement and otherwise in the Loan Documentsto which it is a party are true and correct in all material respects (except tothe extent such representations and warranties relate to an earlier date, inwhich case they are true and correct in all material respects as of suchearlier date); provided that each reference to the Credit Agreementtherein shall be deemed to be a reference to the Credit Agreement after givingeffect to this Amendment; and providedfurther that each suchrepresentation and warranty shall be deemed to be modified as of theconsummation of the MDM Sale to the extent necessary to give effect to the MDMSale.

# 15.           Reference to and Effect on the Loan Documents; LimitedEffect.  On and after the Date ofEffectiveness, each reference in the Credit Agreement to “this Agreement”,“hereunder”, “hereof” or words of like import referring to the CreditAgreement, and each reference in the other Loan Documents to “the CreditAgreement”, “thereunder”, “thereof” or words of like import referring to theCredit Agreement, shall mean and be a reference to the Credit Agreement asamended hereby.  The execution, deliveryand effectiveness of this Amendment shall not, except as expressly providedherein, operate as a waiver of any right, power or remedy of any Lender or theAdministrative Agents under any of the Loan Documents, nor constitute a waiverof any provisions of any of the Loan Documents.  Except as expressly amended herein, all of the provisions andcovenants of the Credit Agreement and the other Loan Documents are and shallcontinue to remain in full force and effect in accordance with the termsthereof and are hereby in all respects ratified and confirmed.

# 16.           Counterparts. This Amendment may be executed by one or more of the parties hereto inany number of separate counterparts (which may include counterparts deliveredby facsimile transmission) and all of said counterparts taken together shall bedeemed to constitute one and the same instrument.  Any executed counterpart delivered by facsimile transmissionshall be effective as an original for all purposes hereof.  The execution and delivery of this Amendmentby any Lender shall be binding upon each of its successors and assigns(including Transferees of its Commitments and Loans in whole or in part priorto effectiveness hereof) and binding in respect of all of its Commitments andLoans, including any acquired subsequent to its execution and delivery hereofand prior to the effectiveness hereof.

# **17.          GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**

 

 

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed and delivered by theirproper and duly authorized officers as of the day and year first above written.

 
|   | INTERNATIONAL MULTIFOODS CORPORATION                                 |
|--------|----------------------------------------------------------------------|
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  |  /s/ John E. Byom |
|   |                                                                 |  Name: John E. Byom |
|   |                                                                 |  Title: Vice President —  Finance and Chief |
|   |                                                                 | Financial Officer |
|   |                                                                 |   |
|   |                                                                 |   |
|   |                                                                 | ROBIN HOOD MULTIFOODS INC. |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  |  /s/ Donald H. Twiner |
|   |                                                                 |  Name:   Donald H. Twiner |
|   |                                                                 |  Title: President |
|   |                                                                 |   |
|   |                                                                 |   |
|   | CANADIAN IMPERIAL BANK OF COMMERCE, as U.S. Administrative Agent     |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  |  /s/ Katherine Bass |
|   |                                                                 | Name:  Katherine Bass |
|   |                                                                 | Title:  Authorized Signatory |
|   |                                                                 |   |
|   |                                                                 |   |
|   | CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Administrative Agent |
|   |                                                                 |   |
|   |                                                                 |   |
|   | By:                                                                  |  /s/ Katherine Bass |
|   |                                                                 | Name:  Katherine Bass |
|   |                                                                 | Title:  Authorized Signatory |
|   |                                                                 |   |

 

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ACKNOWLEDGEMENT AND CONSENT

Datedas of August 20, 2002

                               Each of theundersigned, in its capacity as a Guarantor and/or Grantor, as the case may be,under the Security Documents to which it is a party, does hereby (a) consent,acknowledge and agree to the transactions described in the foregoing FirstAmendment and Consent and (b) after giving effect to such First Amendmentand Consent, (i) confirms, reaffirms and restates that the representations andwarranties made by it in each Loan Document to which it is a party are true andcorrect in all material respects as of the Date of Effectiveness (as defined inthe foregoing First Amendment and Consent) (except to the extent suchrepresentations and warranties relate to an earlier date, in which case theyare true and correct in all material respects as of such earlier date),(ii) ratifies and confirms each Security Document to which it is a partyand (iii) confirms and agrees that each such Security Document is, and shallcontinue to be, in full force and effect, with the Collateral described thereinsecuring, and continuing to secure, the payment of all obligations of theundersigned referred to therein; provided that each reference to theCredit Agreement therein and in each of the other Loan Documents shall bedeemed to be a reference to the Credit Agreement after giving effect to suchFirst Amendment and Consent.

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|   | INTERNATIONAL  MULTIFOODS CORPORATION, as a CBO Guarantor and as a Grantor                          |
|--------|-----------------------------------------------------------------------------------------------------|
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | By:                                                                                                 |  /s/ John E. Byom |
|   |                                                                                                |  Name: John E. Byom |
|   |                                                                                                |  Title: Vice President —  Finance and Chief Financial 

            Officer |
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | THE  BOSTON SEA PARTY RESTAURANTS, INC., as a Guarantor and as a Grantor                            |
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | By:                                                                                                 |  /s/ John E. Byom |
|   |                                                                                                |  Name: John E. Byom |
|   |                                                                                                |  Title: Vice President —  Finance and Chief 

            Financial Officer |
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | MARTHA  WHITE FOODS, INC. (f/k/a Davenport Industrial Supply Co.), as a Guarantor and  as a Grantor |
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | By:                                                                                                 |  /s/ John E. Byom |
|   |                                                                                                |  Name: John E. Byom |
|   |                                                                                                |  Title: Senior Vice President  — Finance and 

            Chief Financial  Officer |
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | FANTASIA  CONFECTIONS, INC., as a Guarantor and as a Grantor                                        |
|   |                                                                                                |   |
|   |                                                                                                |   |
|   | By:                                                                                                 |  /s/ John E. Byom |
|   |                                                                                                |  Name: John E. Byom |
|   |                                                                                                |  Title: Vice President —  Finance and Chief Financial Officer |
|   |                                                                                                |   |

 

 

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|   |                                                                                                                         |                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|
|   | LUCAN  FEED SERVICE, INC., as a Guarantor and as a Grantor                                                                   |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | By:                                                                                                                          |  /s/ John E. Byom                                                                                                                       |
|   |                                                                                                                         |  Name: John E. Byom                                                                                                                     |
|   |                                                                                                                         |  Title: Vice President —  Finance and Chief 

            Financial Officer |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | MULTIFOODS  INC. (f/k/a MINETCO—Minnesota International Export Trading Company, Inc.), as  a Guarantor and as a Grantor |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | By:                                                                                                                          |  /s/ John E. Byom                                                                                                                       |
|   |                                                                                                                         |  Name: John E. Byom                                                                                                                     |
|   |                                                                                                                         |  Title: Vice President —  Finance and Chief 

            Financial Officer |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | MULTIFOODS  BAKERY DISTRIBUTORS, INC., as a Guarantor and as a Grantor                                                       |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | By:                                                                                                                          |  /s/ John E. Byom                                                                                                                       |
|   |                                                                                                                         |  Name: John E. Byom                                                                                                                     |
|   |                                                                                                                         |  Title: Vice President —  Finance and Chief 

            Financial Officer |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | MULTIFOODS  BAKERY INTERNATIONAL, INC., as a Guarantor and as a Grantor                                                      |
|   |                                                                                                                         |                                                                                                                                         |
|   |                                                                                                                         |                                                                                                                                         |
|   | By:                                                                                                                          |  /s/ John E. Byom                                                                                                                       |
|   |                                                                                                                         |  Name: John E. Byom                                                                                                                     |
|   |                                                                                                                         |  Title: Vice President — Finance  and Chief 

            Financial Officer |
|   |                                                                                                                         |                                                                                                                                         |

 

 

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|   |                                                         |                                                                                                                                              |
|--------|--------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|   | THE  PICKAWAY GRAIN COMPANY, as a Guarantor and as a Grantor |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | By:                                                          |  /s/ John E. Byom                                                                                                                            |
|   |                                                         |  Name: John E. Byom                                                                                                                          |
|   |                                                         |  Title: Vice President —  Finance and Chief 

            Financial Officer      |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | MULTIFOODS  LTD., as a CBO Guarantor                         |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | By:                                                          |  /s/ Donald H. Twiner                                                                                                                        |
|   |                                                         | Name:  Donald H. Twiner                                                                                                                           |
|   |                                                         | Title:  President                                                                                                                                 |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | GOURMET  BAKER INC., as a CBO Guarantor                      |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | By:                                                          |  /s/ Donald H. Twiner                                                                                                                        |
|   |                                                         | Name:  Donald H. Twiner                                                                                                                           |
|   |                                                         | Title:  President                                                                                                                                 |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | 980964  ONTARIO LIMITED, as a CBO Guarantor                  |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | By:                                                          |  /s/ John E. Byom                                                                                                                            |
|   |                                                         |  Name: John E. Byom                                                                                                                          |
|   |                                                         |  Title: Vice President —  Finance                                                                                                       |
|   |                                                         |                                                                                                                                              |
|   | SEA-PAC  CORP., as a Guarantor and as a Grantor              |
|   |                                                         |                                                                                                                                              |
|   |                                                         |                                                                                                                                              |
|   | By:                                                          |  /s/ John E. Byom                                                                                                                            |
|   |                                                         |  Name: John E. Byom                                                                                                                          |
|   |                                                         |  Title: Senior Vice President  — Finance and Chief             Financial Officer |
|   |                                                         |                                                                                                                                              |

 

 

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|   |                                                      |                                        |
|--------|-----------------------------------------------------------|---------------------------------------------|
|   |                                                      |                                        |
|   | WINDMILL  HOLDINGS CORP., as a Guarantor and as a Grantor |
|   |                                                      |                                        |
|   |                                                      |                                        |
|   | By:                                                       |  /s/ John E. Byom                      |
|   |                                                      |  Name: John E. Byom                    |
|   |                                                      |  Title: Vice President —  Finance |

 

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