EXHIBIT 2.3
XXXX GROUP, INC.
000 XXXXXXX XXXXXX
XXX XXXX, XX 00000
June 8, 1998
Brynwood Partners III L.P.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Ladies/Gentlemen:
This will confirm our agreement as to terms pursuant to which
Brynwood Partners III L.P. ("Brynwood") has agreed that Xxxx Group, Inc.
("Xxxx") shall have the right to sell to Xxxxxxxx, and if Xxxx exercises such
right, that Xxxxxxxx will purchase from Xxxx, up to 200,000 shares of the common
stock, par value $.01 per share (the "Shares"), of Lincoln Snacks Company (the
"Company").
1. At any time and from time to time on or prior to July 23,
1998, Xxxx may give written notice to Xxxxxxxx that Xxxx desires to sell some or
all of the Shares to Brynwood, which notice (the "Exercise Notice") shall
specify the number of Shares to be sold (the "Exercised Shares") and the closing
date for such sale, which date (the "Closing Date") shall be on the later to
occur of (i) July 23, 1998, or (ii) five business days following delivery of the
Exercise Notice to Brynwood. Xxxx agrees that it shall sell to Xxxxxxxx all such
Shares that Xxxx holds on such date and with respect to which Xxxx does not then
have outstanding any call options or similar obligations.
2. The purchase price for the shares shall be $2.00 per share,
payable in cash on the Closing Date by wire transfer of same day funds to an
account designated by Xxxx.
3. On the Closing Date, Xxxx shall deliver the Exercised Shares
to Brynwood and Brynwood shall pay the purchase price to Xxxx.
4. Except as otherwise specified herein, the terms of the sale
and purchase of the Shares shall be those terms set forth in the Stock Purchase
Agreement dated as of this date entered into between Xxxx and Brynwood relating
to shares of Company common stock to the fullest extent as though the Shares
were included in the Company Shares being sold pursuant thereto.
Brynwood Partners III L.P.
June 19, 1998
Page Two
If the foregoing correctly sets forth our understanding as to
such matters, kindly so indicate by signing and returning to us a copy of this
letter.
Very truly yours,
XXXX GROUP, INC.
By:_________________________
Name:
Title:
ACCEPTED AND AGREED:
By: BRYNWOOD PARTNERS III L.P.
By: BRYNWOOD MANAGEMENT III L.P.
Its General Partner
By: ____________________________
Xxxxxxx X. Xxxxxxx, Xx.
A General Partner of
Brynwood Management III L.P.
