EXHIBIT 10 B
Lincoln Snacks Company
c/o Noel Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Xxxxx Xxxxxxx Phone 000.000.0000
Chairman and Facsimile 212.758.8531
Chief Executive Officer
May 9, 1997
Mr. Xx Xxxxx
Planters Company
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Dear Xx. Xxxxx:
Please refer to the Amendment to Exclusive Distribution
Agreement dated as of February 28, 1997 (the "Amendment") between
Lincoln Snacks Company ("Lincoln") and Planters Company, a unit of
Nabisco, Inc. ("Planters").
At the time of the execution of the Amendment, it was intended
that Lincoln would produce, pursuant to Section 6(a), 375,000
Equivalent Cases in the quarter ending June 30, 1997. Pursuant to
our discussions of the last two days relating to Planters sales and
inventory levels, the parties hereby agree to modify the production
in the quarter ending June 30, such that Lincoln will produce
200,000 Equivalent Cases in that quarter and Planters will be billed
and pay for such cases within 15 days of such production. In
respect of the 175,000 Equivalent Cases which Lincoln is agreeing
not to produce during the quarter Planters acknowledges and agrees
that it shall be billed for and pay Lincoln on June 30, 1997 a
non-reimbursable amount of $420,000 (which amount represents $2.40 x
175,000) and such amount shall not be applied against any other
amount due under this agreement. Planters also hereby agrees to
reimburse Lincoln within 15 days of receipt of invoice for any raw
materials and packaging obligations entered into on behalf of
Planters, pursuant to and in accordance with the original production
schedule of 375,000 Equivalent Cases for the quarter ending June 30,
1997, which Lincoln is unable to apply to the 200,000 Equivalent
Cases produced or cancel.
Please confirm you are in agreement with the foregoing by
executing a copy of this letter and returning it to me.
Very truly yours,
LINCOLN SNACKS COMPANY
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
Accepted and Agreed to:
PLANTERS COMPANY, a Unit of NABISCO, INC.
By: /s/ Xx Xxxxx
Name: Xx Xxxxx
Title: VP Finance
