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EXHIBIT 2.2
FIRST AMENDMENT TO CONTRIBUTION
AND EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT, dated as
of July 30, 1997 (this "Amendment"), is by and among Xxxxxx X. Xxxxxxxx
("Xxxxxxxx"), TSG2 L.P., a Delaware limited partnership ("TSG2"), TSG2
Management, L.L.C., a Delaware limited liability company ("TSG2 Management"),
Xxxxx Xxxxxx ("Lively"; and together with TSG2 and TSG2 Management, the "LV
Foods Owners") and Authentic Specialty Foods, Inc., a Texas corporation
("ASF").
WHEREAS, the parties hereto have entered into that certain
Contribution and Exchange Agreement, dated as of June 20, 1997 (as amended
hereby, the "Agreement") (capitalized terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Agreement); and
WHEREAS, the parties desire to amend certain provisions of the
Agreement;
NOW THEREFORE, for and in consideration of the mutual benefits
derived and to be derived from the Agreement and this Amendment by each party
hereto, as well as other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Section 1.3 of the Agreement is hereby amended to read in its
entirety as follows:
At the Closing, the LV Foods Owners will transfer, convey and deliver
to ASF 100% of the equity interest in LV Foods as evidenced by the
delivery of, if applicable, a certificate or certificates evidencing
such equity interest in good form and duly endorsed for transfer or
accompanied by duly executed assignment in form reasonably acceptable
to ASF in exchange for one or more certificates registered in the
name of the LV Foods Owners (in proportion to their ownership of LV
Foods) for 1,400,000 shares of ASF Common Stock; provided, however,
if the Public Offering Price is greater than $10 per share, the
aggregate number of shares of ASF Common Stock issued to the LV Food
Owners will be equal to the result of (A) $14 million divided by (B)
the Public Offering Price.
2. Except as expressly set forth herein, the terms and provisions of the
Agreement are hereby ratified and confirmed.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement on the date first written above.
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XXXXXX X. XXXXXXXX
TSG2 L.P.
By: TSG2 Management, L.L.C.,
its general partner
By:
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Xxxxxxx X. Xxxxxxxx
Managing Member
TSG2 MANAGEMENT, L.L.C.
By:
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Xxxxxxx X. Xxxxxxxx
Managing Member
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XXXXX XXXXXX
AUTHENTIC SPECIALTY FOODS, INC.
By:
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Name:
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Title:
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