EXHIBIT 2.4
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT is dated
as of the 14th day of December, 1995 (the "Second Amendment") by
and among Foodbrands America, Inc. ("Foodbrands"), TNT Crust,
Inc. ("TNT" or the "Company"), and Xxxxxx Xxxxxxx Capital
Partners III, L.P. for itself and as Agent for Xxxxx XxXxxxx,
MSCP III 892 Investors, L.P., Xxxxxx Xxxxxxx Capital Investors,
L.P., BT Investment Partners, Inc., JSS Management Company, Ltd.,
Xxxxx X. Xxxxxxxxx, Trustee of the Living Trust of Xxxxx X.
Xxxxxxxxx dated May 24, 1985, or successor trustee, and 780
Partners, a Wisconsin general partnership, shareholders of TNT
(hereinafter referred to collectively as the "Shareholders"),
with reference to the following circumstances:
A. Foodbrands, TNT and the Shareholders entered into that
certain Stock Purchase Agreement dated as of November 22, 1995,
as amended by that First Amendment to Stock Purchase Agreement
dated as of December 11, 1995 (the "Agreement").
B. Foodbrands, TNT and the Shareholders mutually desire to
further amend the Agreement.
C. It is to the mutual benefit of Foodbrands, TNT and the
Shareholders to further amend the Agreement.
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth herein, Foodbrands, TNT
and the Shareholders further amend the Agreement as follows:
1. The Amendment. The Option Cancellation Agreement set
forth as Exhibit C to the Agreement is hereby amended by the
deletion of Section 2(a)(1) thereof in its entirety and
substitution therefore of the following:
(1) The Closing Date Payment as defined in
the Stock Purchase Agreement, but without
subtracting the amount of this First Option Payment
plus $2,004,596 (the total number of Outstanding
Options multiplied by the $21.51 Exercise Price for
each option)
2. The Agreement. The term "Agreement" as used in the
Agreement and this Second Amendment shall hereinafter mean the
Agreement as further amended by this Second Amendment. The
Agreement, as further amended hereby, shall continue in full
force and effect and in accordance with the terms thereof.
3. Governing Law. This Second Amendment shall be governed
by and construed in accordance with the laws of the State of
Wisconsin.
4. Counterparts. This Second Amendment may be executed in
one or more counterparts, all of which shall be considered one in
the same instrument, and shall become effective when one or more
counterparts have been signed by each of the parties and
delivered to the other parties.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be duly executed on the date first above written.
"FOODBRANDS" FOODBRANDS AMERICA, INC.
By: /s/ R. Xxxxxxxx Xxxxxxxx
R. Xxxxxxxx Xxxxxxxx
Chairman, President and
Chief Executive Officer
"THE COMPANY" TNT CRUST, INC.
By: /s/ Xxxxx XxXxxxx
Xxxxx XxXxxxx, President
"SHAREHOLDERS" XXXXXX XXXXXXX CAPITAL PARTNERS
III, L.P. FOR ITSELF AND AS
AGENT FOR XXXXX XXXXXXX, MSCP
III 892 INVESTORS, L.P., XXXXXX
XXXXXXX CAPITAL INVESTORS, L.P.,
BT INVESTMENT PARTNERS, INC.,
JSS MANAGEMENT COMPANY, LTD.,
XXXXX X. XXXXXXXXX, TRUSTEE OF
THE LIVING TRUST OF XXXXX X.
XXXXXXXXX DATED MAY 24, 1985, OR
SUCCESSOR TRUSTEE AND 780
PARTNERS, A WISCONSIN GENERAL
PARTNERSHIP
By: /s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, Vice
President of Xxxxxx Xxxxxxx
Capital Partners III, Inc.,
the General Partner of MSCP
III, L.P., its General
Partner
