Aurora Foods Announces $62.6 Million of Additional Financing and Amends its Credit Facility

St. Louis, MO - June 28, 2002 /PRNewswire-FirstCall/—Aurora Foods Inc. (NYSE: AOR), a producer and marketer of leading food brands, today announced that it has reached agreement with its banks and major investors on a plan to secure $62.6 million of additional financing and has signed an amendment to the Company's credit facility. The new financing and amendment will significantly improve the Company's finances, ensure that the Company is in compliance with its bank covenants and provide the liquidity it needs to conduct business and continue its recovery. The Company expects to close this financing by mid July.

The financing package includes $25 million from entities affiliated with Aurora's major investors, Fenway Partners, Inc. and McCown De Leeuw & Co. (the "Investors"), in the form of unsecured, senior promissory notes (the "Notes"). The Investors will also receive warrants from Aurora to purchase 2,100,000 shares of Common Stock of the Company (the "Warrant Shares"). The remaining $37.6 million of the financing will come from new term loans under an amendment to Aurora's existing credit facility with various lenders (the "Bank Financing"). The credit facility amendment also contains adjustments to certain financial and other covenants. Aurora plans to use the new capital to reduce debt and for working capital purposes.

"Securing this financing is an important step forward for our Company," said James T. Smith, Chairman and Chief Executive Officer of Aurora Foods. "In the last 18 months we have built an almost totally new company. Our brands have shown renewed life and strong share growth, our costs have declined, and we now have the systems, processes and people that a company our size needs. The new financing plan demonstrates the strong support of our banks and major investors, and is in recognition of both our progress and our commitment to increase shareholder value by decreasing our leverage going forward."

The Company also said it is pursuing a number of additional ongoing initiatives to improve liquidity and reduce debt, including continuing to focus on cost effectiveness, which is yielding significant benefits. The Company also has retained Merrill Lynch and JP Morgan to explore strategic alternatives to further deleverage its balance sheet, including the sale of certain assets or businesses.

The Notes will accrue interest at the rate of 12% per annum. Any unpaid interest will accrue at a default rate of the applicable interest rate plus 2% per annum and will be payable at maturity on October 1, 2006. The Notes will be purchased by the Investors at a $750,000 discount. The warrants will be exercisable at any time during the ten years following issuance at an exercise price per share of $0.01. The Warrant Shares will be entitled to registration rights in accordance with the terms provided in the Company's
Securityholders Agreement.

The Bank Financing will be on terms and conditions that are identical to the Tranche B Term Loans under the Company's existing senior credit facility. In addition, the Bank Financing amendment provides additional flexibility under certain financial covenant ratios through September 30, 2003.

In consideration of the Investors providing the $25 million, the Revolving Loan Subordinated Participation Agreement entered into among the Investors and the Company's senior lenders on May 1, 2002 (the "Participation Agreement") will terminate. Under the Participation Agreement, the Investors agreed to participate in the Company's senior credit facility in the amount of $10 million to satisfy requirements of the Company's senior lenders.

The issuance of the Warrant Shares normally requires approval of shareholders according to the Shareholder Approval Policy of the New York Stock Exchange (the "Exchange"). The Audit and Compliance Committee of the Board of Directors of Aurora (the "Committee") determined that the delay necessary in securing shareholder approval prior to the issuance of the Warrant Shares would seriously jeopardize the financial viability of the Company. As a result, pursuant to an exception provided in the Exchange's Shareholder Approval Policy for such a situation, the Committee expressly approved the Company's intention to seek Exchange approval of such exception. The Exchange has accepted the Company's application of the exception.

Aurora is mailing to all shareholders a letter notifying them of its intention to issue the Warrant Shares without seeking their approval based on the exception noted above. Ten days after the notice is mailed, Aurora will proceed to issue the warrants for the Warrant Shares.

About Aurora Foods
Aurora Foods Inc., based in St. Louis, Missouri, is a producer and marketer of leading food brands including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt Jemima(R) frozen breakfast products; Celeste(R) frozen pizza and Chef's Choice(R) skillet meals. More information about Aurora Foods Inc. may be found on the corporate Internet Web site at http://www.aurorafoods.com.

CAUTIONARY NOTE: Statements contained in this press release that are not historical facts are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to the risk and uncertainties, which could cause actual results to differ from the forward-looking statements contained in this release and may affect the Company's prospects in general. For a summary of such risks, see the Company's periodic reports and other filings with the Securities and Exchange Commission.