Exhibit 4.4
AMENDMENT
TO
SECURITYHOLDERS AGREEMENT
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This Amendment is made as of this 27th day of June, 2002 by and among
Aurora Foods Inc. (the "Company"), Fenway Partners Capital Fund, L.P., Fenway
Partners Capital Fund II, L.P., FPIP LLC, FPIP Trust, LLC (collectively
"Fenway"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. III, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. III (Europe),
L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. III (Asia), L.P., Gamma Fund LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
Co. IV, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. IV Associates, L.P., Delta Fund LLC
(collectively, "MDC"), UBS Capital LLC ("UBS") and Gloriande (Luxemberg)
S.A.R.L., an affiliate of Tiger Oats Limited ("Tiger").
The parties agree as follows:
1. Securityholders Agreement; Definitions. This Amendment amends
the Securityholders Agreement dated as of April 8, 1998 among the parties named
therein, as amended on June 30, 1999, February 18, 2000, September 19, 2000 and
May 1, 2002 (as in effect prior to giving effect to this Amendment, the
"Securityholders Agreement"). Terms defined in the Securityholders Agreement as
amended hereby (the "Amended Securityholders Agreement") and not otherwise
defined herein are used with the meanings so defined.
2. Amendment of Section 11.2. Section 11.2 of the Securityholders
Agreement is hereby amended by changing the following definition to read in its
entirety as follows:
"Registrable Securities" shall mean (i) all shares of Common
Stock or other securities of the Public Company held by any
party hereto as a result of such party's interest in New LLC,
MBW LLC or VDK LLC other than Management Securities, (ii)
Management Securities, (iii) all shares of Common Stock
issuable upon conversion of the Series A Preferred Stock of the
Company issued pursuant to the Securities Purchase Agreement
dated as of September 8, 2000 by and among the Company and the
Purchasers listed on Schedule A thereto (the "Purchasers"), and
all shares of Common Stock issuable to the Purchasers upon
conversion of the Series A Preferred Stock of the Company
issued as dividends to the Purchasers, (iv) all shares of
Common Stock issuable upon exercise of the Warrants of the
Company issued pursuant to the Warrant Issuance Agreement dated
as of May 1, 2002 by and among the Company and the other
parties thereto, (v) all shares of Common Stock issuable upon
exercise of the Warrants of the Company issued pursuant to the
Note Purchase Agreement dated as of June 27, 2002 by and among
the Company and the other parties thereto and (vi) all shares
of Common Stock or other securities directly or indirectly
issued or issuable with respect to the securities referred to
in clauses (i), (ii), (iii), (iv), and (v) above by way of
stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation,
incorporation of a limited liability company or other
reorganization, other than securities transferred pursuant to
Sections 3.2 or 3.3 hereof. As to any particular Registrable
Securities, such shares shall cease to be Registrable
Securities when (a) a registration statement with respect to
the sale of such securities shall have become effective under
the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) such
securities shall have been distributed to the public pursuant
to Rule 144 (or any successor provision) under the Securities
Act, (c) for purposes of Sections 6.1 and 6.2, with respect to
any Registrable Securities that any holder and its Affiliates
shall otherwise be entitled to include in a registration
statement pursuant to Sections 6.1 or 6.2, when such securities
may be distributed without volume limitation or other
restrictions on transfer under Rule 144 (including without
application of paragraphs (c), (e) (f) and (h) of Rule 144),
provided that this clause (c) shall have no applicability if
such securities represent more than 2% of the outstanding
Common Stock of the Public Company, or (d) such securities
shall have ceased to be outstanding.
3. General. The Amended Securityholders Agreement is confirmed as
being in full force and effect. This Amendment and the Amended Securityholders
Agreement constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and
agreements, whether written or oral. This Amendment may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns. This Amendment shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of the State of
Delaware.
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2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
AURORA FOODS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman of the Board, President and
Chief Executive Officer
FENWAY PARTNERS CAPITAL FUND, L.P.
By: Fenway Partners, L.P., its General Partner
By: Fenway Partners Management, Inc. its General
Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
FPIP LLC
By: Fenway Partners, Inc., its Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
FPIP TRUST, LLC
By: Fenway Partners, Inc., its Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
FENWAY PARTNERS CAPITAL FUND II, L.P.
By: Fenway Partners II, L.L.C., its General
Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. III, L.P.
By: MDC Management Company III, L.P., its General
Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. III (Europe), L.P.
By: MDC Management Company III, L.P., its General
Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. III (Asia), L.P.
By: MDC Management Company IIIA, L.P., its General
Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
GAMMA FUND LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. IV, L.P.
By: MDC Management Company IV, L.P. its General
Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
DELTA FUND LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. IV ASSOCIATES, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Managing Member
UBS CAPITAL LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Attorney-in-Fact
GLORIANDE (LUXEMBOURG) S.A.R.L.
By: /s/ I. ▇ ▇ ▇▇▇▇▇▇
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Name: I. W. M. Isdale
Title: Authorised Signatory