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Exhibit 2.4
THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT, dated as of
May 22, 2001 (this "Amendment"), by and among Pinnacle Foods Corporation
(formerly known as HMTF Foods Acquisition Corp.), a Delaware corporation
("Purchaser"), Vlasic Foods International Inc., a New Jersey corporation
("Seller"), VF Brands, Inc., a Delaware corporation and a wholly owned
Subsidiary of Seller ("VFB"), Aligar, Inc., a Delaware corporation ("Aligar"),
▇▇▇▇▇▇, Inc., a Delaware corporation ("▇▇▇▇▇▇"), Vlasic Foods Distribution
Company, an Arkansas corporation ("VFDC"), Vlasic Standards, Inc., a New Jersey
corporation ("VSI"), Vlasic Foods Canada, Inc., an Ontario corporation ("VFCI"),
Vlasic International Brands, Inc., a Delaware corporation ("VIBI"), Vlasic
International Sales Inc., a New Jersey corporation ("VISI" and, together with
Seller, VFB, Aligar, ▇▇▇▇▇▇, VFDC, VSI, VFCI, VIBI and any other subsidiary of
Seller selling or assigning any assets to Purchaser pursuant to the Purchase
Agreement (as defined below), "Sellers"). This Amendment amends the Asset
Purchase Agreement, dated as of April 3, 2001, by and among Sellers and
Purchaser (as previously amended and supplemented, the "Purchase Agreement").
Capitalized terms used but not defined in this Amendment shall have the meanings
ascribed to such terms in the Purchase Agreement.
RECITALS:
WHEREAS, Sellers and Purchaser wish to amend the Purchase
Agreement in the manner set forth in this Amendment.
NOW, THEREFORE, for and in consideration of the mutual
agreements and covenants contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
THE AMENDMENT
Section 1.1 Amendment to the Purchase Agreement. Section 1.7(a) of the
Purchase Agreement is hereby amended by adding the following provision as the
last sentence thereto:
"Notwithstanding anything to the contrary contained herein,
the Net Working Capital shall be calculated as if the accrued
liabilities for franchise taxes, real property taxes, personal
property taxes, and sales and use taxes, which are recorded in
ledger accounts 340-010, 340-012, 340-013, and 340-014, shall
in the aggregate equal $797,000.
Section 1.2 Effect of Amendment. The parties acknowledge and agree that
this Amendment is limited solely for the purposes and to the extent expressly
set forth herein, and except as expressly modified hereby, this Amendment shall
not be deemed to be an amendment to any other terms and conditions of the
Purchase Agreement.
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ARTICLE II
MISCELLANEOUS
Section 2.1 Counterparts. This Amendment may be executed by the parties
hereto in one or more separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts shall together
constitute one and the same. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all, of the parties
hereto.
Section 2.2 Governing Law. THE AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY OTHER LAW THAT WOULD MAKE THE
LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF DELAWARE APPLICABLE
HERETO. The parties hereby agree that, without limitation of any party's right
to appeal any order of the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), (a) the Bankruptcy Court shall retain
exclusive jurisdiction to enforce the terms of this Amendment and to decide any
claims or disputes which may arise or result from, or be connected with, this
Amendment, any breach or default hereunder, or the transactions contemplated
herein, and (b) any and all claims, actions, causes of action, suits and
proceedings relating to the foregoing shall be filed and maintained only in the
Bankruptcy Court, and the parties hereby consent and submit to the jurisdiction
of the Bankruptcy Court.
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IN WITNESS WHEREOF, the parties have executed or caused this
Agreement to be executed as of the date first written above.
VLASIC FOODS INTERNATIONAL INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President and Controller
VF BRANDS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Treasurer
ALIGAR, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
▇▇▇▇▇▇, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
VLASIC FOODS DISTRIBUTION COMPANY
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Treasurer
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VLASIC STANDARDS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Treasurer
VLASIC FOODS CANADA, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
VLASIC INTERNATIONAL BRANDS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Treasurer
VLASIC INTERNATIONAL SALES INC.
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Treasurer
PINNACLE FOODS CORPORATION
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
