Exhibit 10.4
AMENDMENT NO. 1 TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF SHARE EXCHANGE
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF
SHARE EXCHANGE (this "Amendment") is made and entered into as of June 20, 2002
among Pierre Foods, Inc., a North Carolina corporation (the "Company"), PF
Management, Inc., a North Carolina corporation (the "Acquiror" and, together
with the Company, the "Participating Corporations"), and Xxxxx X. Xxxxxxxxxx,
Xx. and Xxxxx X. Xxxxx, who are the principal shareholders of the Acquiror (the
"Principal Shareholders").
Statement Of Purpose
The Company, the Acquiror and the Principal Shareholders are parties to
that certain Amended and Restated Agreement and Plan of Share Exchange dated as
of December 20, 2001 (the "Agreement"). The parties desire to amend the
Agreement as provided for in this Amendment.
NOW, THEREFORE, in consideration of the representations, warranties and
agreements herein contained, the parties agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms not otherwise defined in this Amendment shall have
the meanings given to such terms in the Agreement.
ARTICLE 2
GENERAL CONDITIONS AND AGREEMENTS
1. Section 2.2(b)(i) of the Agreement is hereby amended by changing
"June 30, 2002" to "September 30, 2002".
2. Section 2.5(a)(i) of the Agreement is hereby amended and restated to
read as follows:
"(i) The Plan shall have been approved at the meeting
of shareholders of the Company held for such purpose (the "Shareholders
Meeting"), or any adjournment thereof, by the vote of the holders of
75% of the Common Stock outstanding and entitled to vote thereon,
including a majority of those shares of Common Stock owned by holders
other than the Acquiror and voted (in person or by proxy) at the
Shareholders Meeting."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date indicated above.
PIERRE FOODS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman of the Special Committee
of the Board of Directors
PF MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
President
/s/ Xxxxx X. Xxxxxxxxxx, Xx.
----------------------------------------
Xxxxx X. Xxxxxxxxxx, Xx.
(Solely for the purpose of Sections 4.4
and 2.5 of the Agreement)
/s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx
(Solely for the purpose of Sections 4.4
and 2.5 of the Agreement)
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