EXHIBIT VIII
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AMENDMENT
TO
SECURITYHOLDERS AGREEMENT
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This Amendment is made as of this 1st day of May, 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, and September 19, 2000
(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 and (v) 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) and (iv) 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
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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 hereby 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.
[Remainder of Page Intentionally Left Blank]
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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/ Ian ▇ ▇ ▇▇▇▇▇▇
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Name: I. W. M. Isdale
Title: Authorised Signatory