Exhibit 10.11
FIRST AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
This First Amendment ("First Amendment") to the Agreement and Plan of
Reorganization by and between Xxxxxxx Purina Company, a Missouri corporation
("Xxxxxxx"), and Agribrands International, Inc., a Missouri corporation
("Agribrands").
WITNESSETH:
WHEREAS, Xxxxxxx and Agribrands, formerly a wholly owned subsidiary of
Xxxxxxx, executed an Agreement and Plan of Reorganization dated as of April 1,
1998 (the "Reorganization Agreement"), to effect the Distribution of Agribrands;
and
WHEREAS, in such Reorganization Agreement Xxxxxxx agreed to continue to
guarantee certain indebtedness of Purina Korea, Inc., a subsidiary of
Agribrands, for a period of time after the Distribution but no later than May
31, 1998, in consideration for which Xxxxxxx retained a certain portion of the
Agribrands Cash Holdings which otherwise would have been transferred to
Agribrands as of the Distribution; and
WHEREAS, the parties to the Reorganization Agreement have mutually agreed
to a limited extension of the period of such guarantee by Xxxxxxx; and
WHEREAS, pursuant to Section 12.07 of the Reorganization Agreement, the
Reorganization Agreement may be amended in writing by the parties thereto; and
WHEREAS, Xxxxxxx and Agribrands now desire to amend the Reorganization
Agreement; and
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained and intending to be legally bound thereby, the parties hereto
agree as follows:
1. Section 2.04(a) of the Reorganization Agreement shall be amended to
delete the date May 31, 1998 contained therein, and to substitute therefor the
date June 30, 1998.
2. Section 2.04(g) of the Reorganization Agreement shall be amended to
delete the following sentence:
"A preliminary determination of the actual Cash and Indebtedness of
Agribrands as of the Distribution shall be made no later than 60 days
after the Distribution Date in order to make a preliminary adjustment
of Cash from Xxxxxxx to Agribrands or vice versa, as the findings
warrant."
and to substitute therefor:
"A preliminary determination of the actual Cash and Indebtedness of
Agribrands as of the Distribution shall be made no later than June 30,
1998 in order to make a preliminary adjustment of Cash from Xxxxxxx to
Agribrands or vice versa, as the findings warrant."
In addition, the phrase at the end of the last sentence of the first
paragraph of Section 2.04(g) shall be amended to delete "up to 60 days after the
Distribution Date" and to substitute therefor "ending no later than June 30,
1998."
3. All capitalized terms set forth in this First Amendment which are not
otherwise defined herein shall have the meanings assigned to such terms in the
Reorganization Agreement unless the context otherwise requires.
4. This First Amendment may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and each of which shall be
deemed an original.
5. This First Amendment shall be of no force or effect until executed and
delivered by each of the parties hereto. The amendments contained herein shall
be deemed to be a part of the Reorganization Agreement as of the date thereof,
and shall be governed by, subject to and construed in accordance with the terms
of the Reorganization Agreement.
2
6. Except as otherwise provided for herein, all of the terms and conditions
of the Reorganization Agreement are hereby ratified and shall remain unchanged
and continue in full force and effect.
7. This First Amendment and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed as of this 29th day of May, 1998.
AGRIBRANDS INTERNATIONAL, INC. XXXXXXX PURINA COMPANY
By:______________________________ By:____________________________
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx
Chief Financial Officer Vice President and
Chief Financial Officer
Attest:____________________________ _____________________________
Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Secretary Secretary
3
