**Exhibit 10.31**

EXECUTION COPY 

AMENDMENT No. 3 AND AGREEMENT (this “Amendment”)dated as of January 25, 2006, to the CREDIT AGREEMENT dated as of November 25, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CRUNCH HOLDING CORP., a Delawarecorporation (“Holdings”), PINNACLE FOODS GROUP INC. (as successor to PINNACLE FOODS HOLDING CORPORATION), as Delaware corporation (the “Borrower”), the LENDERS from time to time party thereto, DEUTSCHE BANK TRUSTCOMPANY AMERICAS, as administrative agent (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), CITICORP NORTH AMERICA, INC.and CANADIAN IMPERIAL BANK OF COMMERCE, as co-documentation agents. 

WHEREAS pursuant to the Credit Agreement, the Lenders and the IssuingBank have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein; 

WHEREAS the Borrower hasrequested that certain provisions of the Credit Agreement be amended and waived as set forth herein; and 

WHEREAS the undersigned Lendersare willing so to amend and waive such provisions of the Credit Agreement on the terms and subject to the conditions set forth herein; 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Defined Terms. (a) Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the CreditAgreement. 

(b) As used in this Amendment, the following terms have the meanings specified below: 

“Bill of Sale” has the meaning assigned to such term in the Master Industrial Lease Agreement. 

“IDB” means The Industrial Development Board of the City of Jackson. 

“Jackson Transaction” means (a) the sale of Project Equipment by PFC to IDB pursuant to the Bill of Sale and in exchange for theMaster Note and (b) the lease by PFC of such Project Equipment from IDB pursuant to the Master Industrial Lease Agreement. 

“Master Industrial Lease Agreement” means the Master Industrial Lease Agreement dated asof December 31, 2005, by and between IDB and PFC. 

“Master Note” has the meaning assigned to such term in the MasterIndustrial Lease Agreement. 

“Project Equipment” has the meaning assigned to such term in the Master Industrial LeaseAgreement. 

SECTION 2. Amendment to Section 6.06. Clause (c) of Section 6.06 of the Credit Agreement is herebyamended and restated in its entirety as follows: 

(c) any such sale and leaseback of (i) real property owned as of the Effective Dateby the Borrower and the Subsidiaries (after giving effect to the Transactions) or, after giving effect to the Aurora Acquisition, real property owned as of the Aurora Effective Date by Aurora or its subsidiaries or (ii) personal property or anyother property (other than real property) owned by the Borrower or any Subsidiary, provided that the aggregate fair value of such property sold pursuant to sale and leasebacks permitted by this clause (c) shall not exceed $20,000,000during the term of this Agreement (the proceeds of which sale and leasebacks, for the avoidance of doubt, shall be subject to Section 2.11(c)) 

SECTION 3. Waiver. The Lenders hereby waive compliance by Holdings, the Borrower and the Subsidiaries with clause (x) of the proviso to Section 6.05 of the Credit Agreement to the extent, but only to the extent, necessaryto permit (a) the Jackson Transaction or (b) any other sale and leaseback transaction permitted by clause (c)(ii) of Section 6.06 of the Credit Agreement, provided that such transaction is substantially similar to the JacksonTransaction in nature and purpose. 

SECTION 4. Representations and Warranties. Each of Holdings and the Borrower represents andwarrants to the Administrative Agent and to each of the Lenders that: 

(a) This Amendment has been duly authorized, executed and deliveredby it and constitutes a legal, valid and binding obligation of Holdings and the Borrower, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affectingcreditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

(b) The representations and warranties of each Loan Party set forth in the Loan Documents, (i) to the extent any such representation or warranty is modified or qualified based on the terms “materially” or “material”or by reference to the term “Material Adverse Effect”, are true and correct in all respects and (ii) to the extent such representation or warranty is not so modified or qualified, shall be true and correct in all material respects, ineach case, on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date). 

 

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(c) Immediately before and after giving effect to this Amendment, no Default shall have occurred and becontinuing. 

SECTION 5. Conditions to Effectiveness. This Amendment shall become effective when (a) the Administrative Agentshall have received counterparts of this Amendment that, when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders, (b) the representations and warranties set forth in Section 5 hereof are true and correctand (c) all fees and expenses submitted to the Borrower and required to be paid or reimbursed by the Borrower under or in connection with this Amendment and the Credit Agreement (including all reasonable invoiced fees, charges and disbursementsof Cravath, Swaine & Moore LLP, counsel to the Administrative Agent) have been paid or reimbursed by the Borrower. 

SECTION 6.Credit Agreement. Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent,Holdings or the Borrower under the Credit Agreement or any other Loan Document and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement orany other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle Holdings or the Borrower to a consent to, or a waiver, amendment, modification orother change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference in the Loan Documents to theCredit Agreement shall mean the Credit Agreement as modified hereby. 

SECTION 7. Applicable Law; Waiver of Jury Trial.(a)** THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.**

(b) **EACH PARTYHERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.**

SECTION 8.Counterparts; Amendments. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of asignature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. Except as otherwise permitted by Section 9.02 of the Credit Agreement, this Amendment may not be amended nor mayany provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the Required Lenders. 

SECTION 9. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

 

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

 
CRUNCH HOLDING CORP.,By 
/s/ N. Michael Dion
Name: N. Michael DionTitle: Vice President & CFOPINNACLE FOODS GROUP INC. (as successor to Pinnacle Foods Holding Corporation),By 
/s/ N. Michael Dion
Name: N. Michael DionTitle: Executive Vice President & CFO

 

DEUTSCHE BANK TRUST COMPANY

AMERICAS,individually and as

Administrative Agent,
By 
/s/ Scottye Lindsey
Name: Scottye LindseyTitle: DirectorBy 
/s/ Lana Gifas
Name: Lana GifasTitle: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 3 AND WAIVER DATED AS OF JANUARY 25, 2006, AMONG CRUNCH HOLDING CORP., PINNACLE FOODS HOLDING CORPORATION, THE LENDERS PARTY THERETO, AND DEUTSCHEBANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT.Name of Institution:JP Morgan Chase Bank, N.A.By 
/s/ KATHRYN A. DUNCAN
Name: KATHRYN A. DUNCANTitle: VICE PRESIDENT