AMENDMENT NO. 1, dated as of July 30, 2001 (this "Amendment No. 1"), to the
---------------
Stock and Asset Purchase Agreement, dated as of July 6, 2001 (the "Purchase
--------
Agreement"), among XXXXXX FOODS CORPORATION, a Delaware corporation ("BFC"), BFC
--------- ---
Investments, L.P., a Delaware limited partnership ("BFC Investments"), BF Foods
---------------
International Corporation, a Delaware corporation ("BFIC"), XXXXXX FOODS
----
INTERNATIONAL CORPORATION, a Delaware corporation ("Xxxxxx Foods
------------
International"), XXXXXX, INC., a New Jersey corporation ("Xxxxxx"), and JLL
------------- ------
Pasta, LLC, a Delaware limited liability company ("Buyer"). All capitalized
-----
terms used herein and not otherwise defined shall have the meanings given them
in the Purchase Agreement.
RECITALS
BFC, BFC Investments, BFIC, and Xxxxxx Foods International (collectively,
the "Sellers") and Xxxxxx and the Buyer hereby agree to certain amendments to
-------
the Purchase Agreement, on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to the Purchase Agreement.
------------------------------------
1.1. Clause (i) of Section 3.1(a) of the Purchase Agreement is hereby
amended by deleting such clause in its entirety and replacing it with the
following:
"(i) Thirty Million Six Hundred Thousand Dollars ($30,600,000) further
allocated as set forth on Schedule 3.1(a), plus"
---------------
1.2. The last sentence of Section 3.1(a) of the Purchase Agreement is
hereby amended by deleting such sentence in its entirety and replacing it with
the following:
"The aggregate purchase price for the BFIC Assets purchased from BFIC
shall be Five Hundred Thousand Dollars ($500,000) (the "BFIC Purchase Price" and
-------------------
together with the BFC Purchase Price and the BFC Investments Purchase Price, the
"Purchase Price")."
--------------
1.3. Schedule 3.1(a) to the Purchase Agreement is hereby amended by
---------------
deleting such Schedule in its entirety and replacing it with a new Schedule
3.1(a) attached hereto as Exhibit A.
1.4. Schedule 7.9 to the Purchase Agreement is hereby amended by inserting
------------
on such Schedule the items set forth on Exhibit B attached hereto.
---------
Section 2. General Provisions.
------------------
2.1. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
2.2. Except as expressly modified by this Amendment No. 1, all of the
representations, warranties, terms, covenants, conditions and other provisions
of the Purchase Agreement shall remain in full force and effect in accordance
with their respective terms.
2.3. This Amendment No. 1 shall be governed and construed in accordance
with the laws of the State of New York.
2.4. Buyer agrees that in the event the Closing does not occur it will
cooperate with BFC to cause the shares of Albadoro, S.p.A. to be transferred
back to BFC or one of its subsidiaries. Buyer further agrees that in connection
with any assignment of the Purchase Agreement to New World Pasta Company
("NWP"), NWP shall also assume the obligations under this Section 2.4.
---
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly
executed as of the date first above written.
XXXXXX FOODS CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
BFC INVESTMENTS, L.P.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
BF FOODS INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
XXXXXX FOODS INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
JLL PASTA, LLC
By: /s/ Xxxxx Xxxxxxx
------------------------------
Name: /s/ Xxxxx Xxxxxxx
Title: Chief Financial Officer
