EXHIBIT 99.12
AUTHENTIC SPECIALTY FOODS, INC.
March 31, 1998
Desc, S.A. de C.V.
Paseo De Los Tamarindos
000-X
Xxxxxxx Xx Xxxx Xxxxx
00000 Xxxxxx D.F.
Ladies and Gentlemen:
1. Reference is made to that certain confidentiality agreement (the
"Confidentiality Agreement") dated February 26, 1998 by and between Authentic
Specialty Foods, Inc. ("ASFD") and Desc, S.A. de C.V. ("Desc"). Terms defined in
the Confidentiality Agreement (regardless of whether capitalized) but not
defined herein shall have the respective meaning set forth in the
Confidentiality Agreement.
2. Subject to the terms of the Confidentiality Agreement, ASFD has
disclosed to Desc that ASFD is currently pursuing certain acquisition
opportunities with respect to certain acquisition candidates, and that during
the course of discussions between ASFD and Desc regarding a possible
Transaction, ASFD may pursue other acquisition opportunities with additional
acquisition candidates (each current and potential candidate is referred to
herein as an "Acquisition Candidate"). ASFD may from time to time disclose to
Desc, subject to the terms of the Confidentiality Agreement, the identities of,
and information with respect to, one or more of the Acquisition Candidates, as
well as information with respect to the status of discussions and negotiations
with the Acquisition Candidates and the financing of any transaction with the
Acquisition Candidates (collectively, "Acquisition Candidate Information").
Without limiting the generality of the provisions of the Confidentiality
Agreement, and for purposes of clarifying the provisions of the Confidentiality
Agreement, the parties acknowledge and agree that the Acquisition Candidate
Information shall constitute "Information" for purposes of the Confidentiality
Agreement.
3. Desc agrees that the Acquisition Candidate Information will not be
used by Desc or its Representatives in any way directly or indirectly except to
evaluate or implement a Transaction and that the Information supplied by ASFD
shall be kept strictly confidential for the term hereof by Desc and by them.
Without limiting the generality of the foregoing or the generality of the
provisions of the Confidentiality Agreement, and for purposes of clarifying the
provisions of the Confidentiality Agreement, Desc further agrees it will not
directly or indirectly pursue, solicit or encourage, or take any other action
with respect to, any acquisition, merger or other combination with any
Acquisition Candidate that has been identified to Desc by ASFD or its
Representatives without the prior written consent of ASFD or unless ASFD has
notified Desc in writing that ASFD
Desc, S.A. de C.V.
March 31, 1998
Page 2
has broken off all discussions with such Acquisition Candidate. Desc further
agrees to be fully responsible for any breach of this letter by any of its
Representatives.
4. Desc agrees that it will not directly or indirectly contact any
employee, officer or Representative of any Acquisition Candidate identified to
Desc by ASFD or its Representatives without the prior written consent of ASFD.
The provisions of this paragraph 4 shall not apply to contacts in the ordinary
course of business pursuant to relationships that Desc can demonstrate existed
prior to the date of this letter or by persons who Desc can demonstrate do not
have direct or indirect access to any Acquisition Candidate Information.
5. Each party acknowledges that the other party would not have an
adequate remedy at law for money damages if any of the covenants in this letter
were not performed in accordance with its terms and therefore agrees that the
other party shall be entitled to specific enforcement of such covenants in
addition to any other remedy to which it may be entitled, at law or in equity.
6. This letter shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to any principles of conflict-
of-laws. The parties agree that any appropriate state or federal district court
located in Dallas County, Texas shall have jurisdiction over any case or
controversy arising hereunder or in connection herewith and shall be the proper
forum in which to adjudicate such case or controversy. Each party agrees that it
will promptly enter into arrangements (which shall be reasonably acceptable to
the other party) to appoint an agent for service of process in each such
jurisdiction, and each irrevocably submits to each such jurisdiction.
If the foregoing correctly sets forth our agreement, please execute two
originals of this letter in the space provided below, retain one fully executed
original for your files and return the other to the undersigned. This letter may
be executed in multiple counterparts, each of which shall be an original and all
of which taken together shall constitute one instrument.
Sincerely,
AUTHENTIC SPECIALTY FOODS, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Secretary
Desc, S.A. de C.V.
March 31, 1998
Page 3
ACCEPTED AND AGREED TO
as of the 3rd day of April, 1998
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DESC, S.A. DE C.V.
By: /s/ Xxxx Xxxxxxx Xxxxxx
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Name: Xxxx Xxxxxxx Xxxxxx
Title:
